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KILPATRICK TOWNSEND & STOCKTON LLP Todd C. Meyers Rex R. Veal 1100 Peachtree Street, Suite 2800 Atlanta, Georgia 30309-4530 Telephone: (404) 815-6500 Facsimile: (404) 541-6555 Jonathan E. Polonsky 1114 Avenue of the Americas The Grace Building New York, New York 10036 Telephone: (212) 775-8703 Facsimile: (212) 775- 8819 Counsel for SASCO 2008-C2, LLC UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

RESPONSE OF SASCO 2008-C2, LLC TO DEBTORS OBJECTION TO GUARANTY CLAIMS ASSERTED BY TRIMONT REAL ESTATE ADVISORS, INC. AGAINST GRAND PRIX HOLDINGS, LLC, AND MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT REGARDING CLAIM OBJECTION SASCO 2008-C2, LLC (SASCO or the Mezzanine Lender)1, as owner of all the economic and beneficial interests in the mezzanine loans identified on Exhibit A, in opposition to the Debtors Objection to Guaranty Claims Asserted by TriMont Real Estate Advisors, Inc. Against Grand Prix Holdings, LLC (the Objection), hereby files its response and memorandum

Until relatively recently, SASCOs interests have been represented in the Chapter 11 Cases by TriMont Real Estate Advisors, Inc., as special servicer (TriMont). Now that Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc. have acquired all of the interests in SASCO, TriMont no longer is serving as special servicer for SASCO in the Chapter 11 Cases (as hereinafter defined).

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in support of motion for summary judgment regarding the Objection (the Response). In support of its Response, SASCO respectfully represents as follows: PRELIMINARY STATEMENT The Debtors assertion that the Guaranty Claims (as defined hereinafter) filed by TriMont Real Estate Advisors, Inc. (TriMont), as special servicer, on behalf of SASCO on May 10, 2011, are time-barred is squarely contradicted by the provision in the Bar Date Order (as defined hereinafter) that governs the effect of not filing a proof of claim by the applicable bar date (paragraph 11) a provision the Debtors specifically requested in their application for an order establishing bar dates for filing proofs of claim. Under the governing provision in the Bar Date Order, the effect of not filing a proof of claim by the applicable bar date is simply to limit the Guaranty Claims to the respective amounts in which they were scheduled by Debtor Grand Prix Holdings LLC (GPH). Because SASCO is not seeking allowance of the Guaranty Claims against GPH in amounts that exceed their respective scheduled amounts, the Debtors Objection to the Guaranty Claims is without merit. There are no genuine issues of disputed fact with respect to the proper interpretation of the Bar Date Order, and SASCO is entitled to judgment as a matter of law. Accordingly, summary judgment should be entered in favor of SASCO overruling the Objection without any necessity for discovery or further proceedings with respect to the Objection. Furthermore, even were paragraph 11 of the Bar Date Order found not to mandate overruling the Objection, the stay relief motion and supporting declaration filed by TriMont on behalf of SASCO in the Debtors chapter 11 cases should be found to constitute a timely filed informal proof of claim that the Guaranty Claims later amended, negating the Debtors contention that the Guaranty Claims are time-barred.

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BACKGROUND As of the Petition Date (as defined hereinafter), twenty separate property level owners (the Floating Rate Property Level Borrowers)2 were co-borrowers under a loan agreement dated as of June 29, 2007, as amended, with Lehman ALI, Inc. (Lehman ALI) as lender. This agreement provided for a mortgage loan to the Floating Rate Property Level Borrowers in the original principal amount of $250 million, collateralized by the twenty hotels owned by the Floating Rate Property Level Borrowers. Grand Prix Mezz Borrower Floating 2, LLC (the Floating Rate Mezzanine Borrower) was the owner, as of the Petition Date, of the membership interests in the Floating Rate Property Level Borrowers. On or about June 29, 2007, Lehman ALI made a loan to the Floating Rate Mezzanine Borrower in the original principal amount of $117,658,725.00 (the Floating Rate Mezzanine Loan). As of May 22, 2008, certain Lehman ALI affiliates, namely, Lehman Brothers Holdings Inc. (LBHI) and/or Lehman Commercial Paper Inc. (LCPI), owned the Floating Rate Mezzanine Loan. On or about May 22, 2008, LBHI and LCPI, as sellers, sold and conveyed to SASCO, as purchaser, among other things, a 100% participation interest in the Floating Rate Mezzanine Loan. As a consequence of this sale and conveyance, the sellers retained only bare legal title and no economic interest in the Floating Rate Mezzanine Loan. SASCO, the Mezzanine Lender, became the holder of all of the economic and beneficial interests in the Floating Rate Mezzanine Loan. On or about June 29, 2007, GPH, one of the debtors in these Chapter 11 cases, executed a guaranty (the First Guaranty) by which GPH guaranteed the payment and performance of all obligations of the Floating Rate Mezzanine Borrower pursuant to the Floating Rate Mezzanine

A list of the Floating Rate Property Level Borrowers is set forth on Exhibit B.

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Loan under certain circumstances, including if any of the hotels of the Floating Rate Property Level Borrowers became an asset in a bankruptcy case. When SASCO became the holder of all of the economic and beneficial interests in the Floating Rate Mezzanine Loan, it also became the holder of all of the economic and beneficial interests in the First Guaranty. As of the Petition Date, KPA HS Anaheim LLC (KPA HS Anaheim) was the obligor under a loan agreement dated as of June 14, 2005, as amended. This agreement provided for a mortgage loan under which KPA HS Anaheim was obligated in the original principal amount of $13.7 million, collateralized by a property known as the Hilton Suites in Anaheim, California. This mortgage loan was held, as of the Petition Date, by Wells Fargo Bank, N.A. (Wells Fargo), trustee for the registered holders of Credit Suisse First Boston Mortgage Security Corp. Commercial Mortgage Pass-Through Certificates, Series 2005-C5, and CWCapital Asset Management LLC served as special servicer for Wells Fargo with respect to this loan. As of the Petition Date, Grand Prix Mezz Borrower Term LLC (the Anaheim Mezzanine Borrower) was the owner of 100% of the membership interest in KPA HS Anaheim. On or about June 29, 2007, Lehman ALI made a loan (the Anaheim Mezzanine Loan, and collectively with the Floating Rate Mezzanine Loan, the Mezzanine Loans) to the Anaheim Mezzanine Borrower in the original principal amount of $21,300,000.00. As of May 22, 2008, LBHI and/or LCPI owned the Anaheim Mezzanine Loan. On or about May 22, 2008, LBHI and LCPI, as sellers, sold and conveyed to SASCO, as purchaser, among other things, a 100% participation interest in the Anaheim Mezzanine Loan. As a consequence of this sale and conveyance, the sellers retained only bare legal title and no economic interest in the Anaheim Mezzanine Loan. SASCO became the holder of all of the economic and beneficial interests in the Anaheim Mezzanine Loan.

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On or about June 29, 2007, GPH executed another guaranty (the Second Guaranty, and collectively with the First Guaranty, the Guaranties) by which GPH guaranteed the payment and performance of all obligations of the Anaheim Mezzanine Borrower pursuant to the Anaheim Mezzanine Loan. When SASCO became the holder of all of the economic and beneficial interests in the Anaheim Mezzanine Loan, it also became the holder of all of the economic and beneficial interests in the Second Guaranty. On July 19, 2010 (the Petition Date), GPH, Innkeepers USA Trust, and certain of their affiliates, including the Floating Rate Property Level Borrowers, the Floating Rate Mezzanine Borrower, KPA HS Anaheim and the Anaheim Mezzanine Borrower (collectively, the Debtors), filed voluntary petitions for relief under chapter 11 of Title 11, United States Code (the Bankruptcy Code), instituting the Debtors chapter 11 cases (the Chapter 11 Cases). On August 30, 2010, TriMont, as special servicer for the benefit of SASCO, filed a stay relief motion (the Stay Relief Motion) [ECF No. 359] in the Chapter 11 Cases. On September 3, 2010, TriMont filed the declaration of Travis Shelhorse (the Declaration) [ECF No. 405] in support of the Stay Relief Motion. TriMont stated on Exhibit A to both the Stay Relief Motion and the Declaration that GPH was the guarantor of the Mezzanine Loans and that the unpaid principal balances thereon as of the Petition Date were $112,223,846.00 and $21,300,000.00, respectively. On September 2, 2010, GPH filed its Schedules of Assets and Liabilities in Case No. 1013793 [ECF No. 4]. GPHs Schedule F6 (Codebtors) includes separate entries for each of the Mezzanine Loans. The first lists an undisputed, unsecured nonpriority claim in the amount of $131,345,438.26 related to a $121M Floating Rate Mezzanine Loan. The second entry lists another undisputed, unsecured nonpriority claim in the amount of $22,640,833.27 related to a

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$21.3M Anaheim Mezzanine Loan. GPH checked the contingent and unliquidated boxes with respect to these claims. On September 7, 2010, the Debtors filed an application for an order establishing bar dates for the filing of proofs of claim in the Chapter 11 Cases, a copy of which is attached as Exhibit C (the Bar Date Application). In the section of the Bar Date Application captioned Effect of Bar Dates, the Debtors proposed that the requested order provide that a claimant that fails to file a proof of claim by the applicable bar date be forever barred, estopped, and enjoined from: (a) asserting any Claim against any of the Debtors that such Entity has that (i) is in an amount that exceeds the amount, if any, that is set forth in the Schedules or (ii) is of a different nature or in a different classification than is set forth in the Schedules (any such claim referred to as an Unscheduled Claim); and (b) voting upon, or receiving distributions under, any chapter 11 plan in the Chapter 11 Cases in respect of an Unscheduled Claim; and the Debtors and their property shall be forever discharged from any and all indebtedness or liability with respect to all such Unscheduled Claims. Bar Date Application, 16. On September 16, 2010, this Court entered its Order Establishing Deadlines and Procedures for Filing Proofs of Claim and Approving the Form and Manner of Notice Thereof, a copy of which is attached as Exhibit D (the Bar Date Order) [ECF No. 440], which had been prepared and presented by Debtors counsel. The Bar Date Order established October 29, 2010, as the General Bar Date (as defined in such order) for filing proofs of claim in the Chapter 11 Cases. As requested in paragraph 16 of the Bar Date Application, paragraph 11 of the Bar Date Order provides as follows: Pursuant to Bankruptcy Rule 3003(c)(2), any Entity that is required to file a proof of Claim in the Chapter 11 Cases but that fails to do so by the applicable Bar Date shall be forever barred, estopped, and enjoined from: (a) asserting any Claim against any of the

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Debtors that such Entity has that (i) is in an amount that exceeds the amount, if any, that is set forth in the Schedules, or (ii) is of a different nature or in a different classification than is set forth in the Schedules (any such claim referred to as an Unscheduled Claim); and (b) voting upon, or receiving distributions under, any chapter 11 plan in the Chapter 11 Cases in respect of an Unscheduled Claim; and the Debtors and their property shall be forever discharged from any and all indebtedness or liability with respect to all such Unscheduled Claims. Bar Date Order, 11 (emphasis added). After the General Bar Date, on May 10, 2011, TriMont filed a proof of claim on behalf of SASCO in GPHs chapter 11 case based on the First Guaranty (the First Guaranty Claim). The First Guaranty Claim was filed in the principal amount of $112,223,845.92, plus interest and other amounts detailed therein and specifically acknowledged that the maximum amount of the proof of claim was $131,345,438.26, the amount in which this claim was scheduled by GPH. On May 10, 2011, TriMont also filed a proof of claim on behalf of SASCO in GPHs chapter 11 case based on the Second Guaranty (the Second Guaranty Claim, and collectively with the First Guaranty Claim, the Guaranty Claims). The Second Guaranty Claim was filed in the principal amount of $21,300,000, plus interest and other amounts detailed therein and specifically acknowledged that the maximum amount of the proof of claim was $22,640,833.27, the amount in which this claim was scheduled by GPH.3 On July 13, 2011, the Debtors filed their Objection to the Guaranty Claims, asserting that they are barred because they were filed after the General Bar Date.

Though the Bar Date Order did not require the Guaranty Claims to be filed, the filing of the Guaranty Claims underscored that allowance of the Guaranty Claims was not being sought for amounts in excess of the amounts in which they had been scheduled. In addition, filing the Guaranty Claims made them eligible to qualify as permissible amendments to an informal proof of claim filed before the General Bar Date as explained in Part B of this section of the Response. See In re The Float, Inc., 163 B.R. 18, 21 (Bankr. N.D.N.Y. 1993) (holding that a formal proof of claim filed after the bar date qualified as a permissible amendment to an informal proof of claim that related back to the filing of the informal proof of claim).

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In addition to filing this Response to the Objection, SASCO is filing a separate motion for summary judgment (the Summary Judgment Motion). Part A of the ARGUMENT section of this Response supports the Summary Judgment Motion in addition to responding to the Objection. ARGUMENT A. The Effect of Not Filing Proofs of Claim with Respect to the Guaranty Claims by the General Bar Date Is to Limit Allowance of the Guaranty Claims to the Respective Amounts in Which They Were Scheduled by GPH. 1. Under the clear and unequivocal language of paragraph 11 of the Bar Date Order, the Guaranty Claims are not time-barred because allowance of the Guaranty Claims is not being sought in amounts exceeding the respective amounts in which the Guaranty Claims were scheduled by GPH.

Indisputably, the Bar Date Order is the document that governs the issue of whether the Guaranty Claims are subject to being barred because they were not filed by the General Bar Date. Unless a bar date order clearly and unequivocally provides that a type of claim is barred if proof of the claim is not filed by a specified date, fundamental principles of due process preclude barring a claim of that type on grounds that proof was not filed by that date. Rowe Intl, Inc. v. Herd (In re Herd), 840 F.2d 757 (10th Cir. 1988). In this case, not only is it impossible to demonstrate that the Bar Date Order clearly and unequivocally consigned the Guaranty Claims to the ash heap if they were not filed by the General Bar Date, but exactly the opposite is true. The Bar Date Order is not ambiguous. It provides in plain language that a scheduled claim proof of which is not filed by the General Bar Date cannot be asserted for an amount in excess of the amount in which the claim was scheduled. Such a claim is not barred. The claimant simply is precluded from seeking allowance of the claim in an amount that exceeds the amount in which the claim was scheduled.

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Paragraph 11 of the Bar Date Order governs the effect on a claim of the holder not filing a proof of such claim by the applicable bar date. Under that paragraph, if proof of a claim is not filed by the applicable bar date, the claim is subject to being barred only if it constitutes an Unscheduled Claim, as defined in paragraph 11. In this regard, Paragraph 11 provides: Pursuant to Bankruptcy Rule 3003(c)(2), any Entity that is required to file a proof of Claim in the Chapter 11 Cases but that fails to do so by the applicable Bar Date shall be forever barred, estopped, and enjoined from: (a) asserting any Claim against any of the Debtors that such Entity has that (i) is in an amount that exceeds the amount, if any, that is set forth in the Schedules or (ii) is of a different nature or in a different classification than is set forth in the Schedules (any such Claim referred to as an Unscheduled Claim); and (b) voting upon, or receiving distributions under, any chapter 11 plan in the Chapter 11 Cases in respect of an Unscheduled Claim; and the Debtors and their property shall be forever discharged from any and all indebtedness or liability with respect to all such Unscheduled Claims. Bar Date Order, 11 (emphasis added). Neither Guaranty Claim is an Unscheduled Claim. Each is an unsecured nonpriority claim for an amount that does not exceed the amount in which the claim is scheduled in GPHs Schedule F6. Accordingly, under the plain language of paragraph 11 of the Bar Date Order, the Guaranty Claims are not time-barred. The Debtors argument that interpreting paragraph 11 in accordance with its plain meaning would render paragraph 8.b of the Bar Date Order inoperable is without merit.4 Rule 3003(c)(2) of the Federal Rules of Bankruptcy Procedure (Rule 3003(c)(2)) provides: Any creditor or equity security holder whose claim or interest is not scheduled or scheduled as disputed, contingent, or unliquidated shall file a proof of claim or interest within the time prescribed by
4

Paragraph 8.b identifies as a type of claim for which the filing of a proof of claim is not required: any Claim listed in the Debtors Schedules or any amendments thereto, which are not (i) therein listed as contingent, unliquidated, disputed, or any combination thereof, (ii) disputed by the Entity holding such Claim as to nature, amount, or classification, and (iii) disputed by the Entity holding such Claim as an obligation of the specific Debtor against which the Claim is listed in the Schedules;

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subdivision (c)(3) of this rule; any creditor who fails to do so shall not be treated as a creditor with respect to such claim for the purposes of voting and distribution. The negative implication of this language is that a creditor whose claim is scheduled as fixed, liquidated and undisputed need not file a proof of claim even if it intends to seek allowance of the claim in an amount that exceeds the amount in which the Debtor has scheduled the claim. Paragraph 8.b apprises such a creditor that, notwithstanding Rule 3003(c)(2), it is not exempt from filing a proof of claim by the General Bar Date if (i) it wishes to preserve a claim for an amount in excess of the scheduled amount or (ii) it contends the claim is owed by a debtor other than the debtor in whose schedules the claim appears. Thus, paragraph 8.b fulfills a function even if SASCOs interpretation of paragraph 11 prevails. The Debtors argument that SASCOs interpretation of paragraph 11 contravenes Rule 3003(c)(2) is also without merit. The Bar Date Order itself demonstrates that the Debtors believe correctly that a bankruptcy court has flexibility regarding the provisions of a bar date order and is not straight-jacketed by Rule 3003(c)(2). Notwithstanding that their claims are scheduled as contingent and unliquidated, paragraph 8.i of the Bar Date Order exempts the Representatives (as defined in the 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 [ECF No. 402] (the Final Cash Collateral Order)), from having to file a proof of claim with respect to any claim relating to their respective Loan Obligations (as defined in the Final Cash Collateral Order). Because the Representatives claims relating to their respective Loan Obligations were scheduled as unliquidated and contingent by the Debtors5, a Representative such as Midland Loan Services, Inc. (Midland), which did not

See, e.g., Schedules of Assets and Liabilities for Grand Prix Chicago LLC, Case No. 10-13819 (ECF No. 4), Schedule D (scheduling Midlands claims as contingent and unliquidated).

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file a proof of claim with respect to the claims relating to its Loan Obligations, would find such claims barred if the requirements that would otherwise apply under Rule 3003(c)(2) could not be modified in the Bar Date Order. By including paragraph 8.i in the form of order presented to the Court, the Debtors have acknowledged that the Court has flexibility in a bar date order to modify a requirement Rule 3003(c)(2) otherwise would impose.6 The fact that a provision in a bar date order such as paragraph 11 would accomplish such a modification is no basis for interpreting it not to do so.7 If a bar date order can relieve completely a creditor that otherwise would be required to file a proof of claim under Rule 3003(c)(2) from the necessity to do so (which it indisputably can and, in fact, did in this case), surely it can provide that the consequences of not filing a proof of an undisputed scheduled claim are less draconian than complete disallowance (such as by limiting the claim to its scheduled amount). This is the effect of paragraph 11 and prevents the Guaranty Claims from being time-barred. Finally, the Debtors position that paragraph 11 applies only to creditors whose claims were not scheduled as contingent, unliquidated or disputed is contradicted squarely by the language of paragraph 11. By its terms, paragraph 11 applies to any Entity. Entity is broadly defined in the Bar Date Order and includes all persons (as defined in section 101(41) of

In fact,the Debtors acknowledge that Midland, a Representative (as defined in the Final Cash Collateral Order), was relieved, by paragraph 8.i of the Bar Date Order, of the requirement to file a proof of claim with respect to the Fixed Rate Loan Obligations (as that term is used in Debtors Objection to Guaranty Claim Asserted by Midland Loan Services, Inc. Against Grand Prix Holdings LLC, filed July 13, 2011 (the Midland Objection) [ECF No. 1867]), notwithstanding the fact that the Fixed Rate Loan Obligations were scheduled by the Fixed Rate Debtors (as defined in the Final Cash Collateral Order) as contingent and unliquidated. Midland Objection, 22. This acknowledgment squarely contradicts the Debtors contention that paragraph 11 of the Bar Date Order should not be accorded its plain meaning because it modifies the result that otherwise would occur under Rule 3003(c)(2) in the absence of paragraph 11.

Notably, subsidiaries of the Debtors also were relieved of having to file proofs of claim against any Debtor, and current officers and directors were relieved of having to file proofs of claim against the Debtors for indemnification, contribution or reimbursement regardless of the language of Rule 3003(c)(2). Bar Date Order, 8.f and j.

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the Bankruptcy Code) and entities (as defined in section 101(15) of the Bankruptcy Code) holding or wishing to assert a claim against any of the Debtors that arose prior to the Petition Date. Bar Date Order, 2. SASCO indisputably is an Entity within the meaning of the Bar Date Order, and paragraph 11 applies to SASCO with respect to the Guaranty Claims. The Debtors attempt to circumvent the logic of the foregoing argument by invoking the Notice of Deadlines and Procedures for Filing Proofs of Claim that was disseminated in the Chapter 11 Cases (the Bar Date Notice). In an unsuccessful effort to overcome the obstacle that a notice cannot trump a court order, they rely on the decision in Midland Cogeneration Venture Limited Partnership v. Enron Corp. (In re Enron Corp.), 419 F.3d 115 (2d Cir. 2005), a case that does not support their position. In Enron, the debtors requested in the bar date motion that creditors with claims against multiple debtors be required to file a separate proof of claim against each such debtor. The bar date order that issued did not state specifically that a creditor with claims against more than one debtor was required to file a proof of claim against each such debtor. According to the Court of Appeals, however, the bar date order did provide that: any holder of a claim against a Debtor who is required to but fails to file a proof of claim for such claim in accordance with this Order on or before the applicable Bar Date shall be forever barred, estopped and enjoined from asserting such claim against such Debtor (or filing a proof of claim with respect thereto) and such Debtor and its respective property shall be forever discharged from any and all indebtedness or liability with respect to such claim. Id. at 119. The bar date notice that was disseminated in the Enron case instructed creditors that if they asserted claims against more than one debtor, they were required to file a separate proof of claim with respect to each such debtor. Id. at 119-20. A creditor with a claim against two of the Enron debtors filed a proof of claim against only one of the debtors before the bar date. When - 12 US2008 3153356.16

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the creditor sought to file a proof of claim against the second debtor after the bar date had passed, the bankruptcy court rejected the claim. On appeal to the Second Circuit, the creditor raised a new argument which had not been raised in the bankruptcy court. Id. at 126. It argued that because the bar date motion requested the bankruptcy court to require that creditors with claims against multiple debtors file separate proofs of claim with respect to each debtor and the bar date order did not state specifically the multiple-filing requirement, the bankruptcy court impliedly had rejected the multiple-filing requirement. Id. at 126-27. The Court of Appeals rejected the argument (raised for the first time on appeal), finding no inconsistency between the bar date order and the bar date notice. Id. at 127. In Enron, the bar date order did not state that the filing of a proof of claim against one of multiple debtors was sufficient to preserve a creditors claims against each of them. If it had, a conflict would have existed between the bar date order and the bar date notice. Instead, the bar date order simply did not address specifically the multiple-filing requirement, though it did provide that a holder of a claim against a debtor that was required to file a proof of claim and failed to do so by the applicable bar date would be barred from asserting the claim against such debtor. Id. at 119. In communicating the multiple-filing requirement, the bar date notice in no way conflicted with the bar date order, which simply did not address the requirement with specificity. The Court of Appeals declined to find by implication (as argued by the creditor) that the bar date order had rejected the multiple-filing requirement by not addressing it specifically. Therefore, there was no conflict between the order and the notice. In contrast, SASCOs position is based on the express language in the provision of the Bar Date Order (paragraph 11) that governs the effect of not filing by the General Bar Date a

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proof of claim with respect to a claim that does not constitute an Unscheduled Claim within the meaning of paragraph 11 of the Bar Date Order. SASCO, unlike the creditor in Enron, is not advocating that the Bar Date Order be interpreted as implying a result not provided for in the express language of the order. SASCOs position rests on language that appears explicitly in the Bar Date Order -- language the Debtors requested in paragraph 16 of the Bar Date Application. If the Bar Date Notice is interpreted in the manner advocated by the Debtors, it squarely conflicts, on a critical issue, with the Bar Date Order, which has the force of law.8 Under these circumstances, the Enron case is clearly distinguishable and provides no support for the Debtors position.9

See Celotex Corp. v. Edwards, 514 U.S. 300, 313 (1995) (holding that an order of a bankruptcy court with jurisdiction over a matter governs the matter unless and until it is reversed for error by orderly review); Boucher Imports, Inc. v. Quaden Motors, Inc. (In re Old Carco LLC), 438 Fed. Appx. 30, 31 (2d Cir. 2011) (Once a bankruptcy courts order becomes final, the order is res judicata, even to claims that challenge the bankruptcy courts subject matter jurisdiction.); Republic Supply Co. v. Shoaf, 815 F.2d 1046, 1051-54 (5th Cir. 1987) (concluding that final order of bankruptcy court confirming chapter 11 plan which released nondebtor guarantor had res judicata effect in barring subsequent guaranty enforcement action, even if section 524 of Bankruptcy Code precluded such release); Wayne H. Coloney Co., Inc. v. United States, 89 B.R. 924, 934 (Bankr. N.D. Fla. 1988) (determining that final order of bankruptcy court confirming chapter 11 plan that provided for assumption of a portion of a contract and rejection of another portion of same contract had res judicata effect, precluding nondebtor party from later asserting that it was impermissible to assume just a portion of the contract). Ironically, certain language in the bar date notice in the Enron case demonstrates the flaw in the interpretation of paragraph 11 of the Bar Date Order advocated by the Debtors. According to the Court of Appeals, the notice stated in pertinent part: Any entity that is required to file a Proof of Claim, but that fails to do so by the applicable Bar Date described in this Notice, shall be forever barred, estopped and enjoined from the following: a. asserting any Claim against a Debtor that the entity has that (i) is in an amount that exceeds the amount, if any, that is identified in the Schedules on behalf of such entity as undisputed, noncontingent and liquidated, or (ii) is of a different nature or a different classification than any Claim identified in the Schedules on behalf of such entity (any such Claim being referred to in this Notice as an Unscheduled Claim). Id. at 120. (emphasis added). The absence of language in paragraph 11 of the Bar Date Order equivalent to the language in the Enron bar date notice highlighted above reinforces the conclusion that the interpretation of paragraph 11 urged by the Debtors is untenable.
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2.

Fundamental principles of due process mandate the conclusion that the Guaranty Claims are not time-barred.

As demonstrated above, the Bar Date Order is not ambiguous about the status to be accorded to an undisputed claim that is scheduled in a specific dollar amount but as to which a proof of claim is not filed by the General Bar Date. Even had the order been ambiguous, however, the Objection would have to be overruled. The Guaranty Claims constitute property, and the extinguishment of such claims on the basis of an ambiguous order would violate principles of due process. In re Herd, 840 F.2d at 758-60. In the Herd case, though the debtors chapter 11 petition had not been filed until September 1983, the bar date notice stated that the last date for filing a proof of claim was the earlier of (i) March 9, 1983, or (ii) the date of court approval of a disclosure statement. The notice had been intended to state that, unless a disclosure statement was approved earlier, the bar date would be March 9, 1984, not March 9, 1983. A creditor whose claim was scheduled as disputed filed a proof of claim before a disclosure statement was approved but after March 9, 1984. The bankruptcy court concluded that it should have been apparent that the date intended to appear in the notice was March 9, 1984, and that the notice contained sufficient information to put creditors on notice that further inquiry concerning the bar date was necessary. Based on this conclusion, the bankruptcy court disallowed the creditors claim as untimely. On appeal, the district court reversed, holding that the proof of claim was timely. On further appeal, the Court of Appeals affirmed the district court. The Court of Appeals held that adequate formal notice of a bar date must be given to known creditors to pass constitutional muster and that an ambiguous notice did not suffice. Id. at 759. Because the notice was

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constitutionally deficient, it held that cause existed under Rule 3003(c)(3) to extend the time for filing the proof of claim and treated the claim as having been timely filed.10 Id. The Herd case demonstrates that fundamental principles of due process preclude a claim being barred unless the conditions under which the claim will be barred are communicated clearly and definitively to the creditor. See also New York v. New York, N.H. & H.R. Co., 344 U.S. 293 (1953) (citing Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306 (1950)); Manus Corp. v. NRG Energy, Inc. (In re OBrien Environmental Energy, Inc.), 188 F.3d 116 (3d Cir. 1999); Reliable Elec. Co., Inc. v. Olson Construc. Co., 726 F.2d 620 ( 10th Cir. 1984); Bd. Of County Commissioners of Sedgwick County, Kansas v. Coleman Am. Props., Inc. (In re Am. Props., Inc.), 30 B.R. 247 (Bankr. D. Kansas 1983). SASCO respectfully submits that, based on the plain language of paragraph 11 of the Bar Date Order, its interpretation of the Bar Date Order is the correct interpretation. Even if the Court determines that the order is ambiguous, however, a reasonable creditor could interpret the Bar Date Order as requiring only the holder of an Unscheduled Claim, as defined in paragraph 11, to file a proof of claim by the General Bar Date. By no stretch does the Bar Date Order clearly signify that an undisputed scheduled claim will be barred if a proof of claim is not filed by the General Bar Date. Under these circumstances, fundamental principles of due process preclude extinguishment of the Guaranty Claims. 3. The Bar Date Order must be construed against the Debtors as its drafters.

For the reasons previously stated, SASCO firmly believes that the provision in the Bar Date Order that governs the effect on the Guaranty Claims of not filing a proof of claim with respect to such claims by the General Bar Date is clear and unambiguous. If, however, the Court

See also In re Standard Metals Corp., 48 B.R. 778, 786-87 (Bankr. D. Colo. 1985) (stating that [a] violation of a creditors constitutional rights would most certainly be cause for extension of the bar date).

10

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finds the Bar Date Order to be ambiguous regarding such effect for any reason, SASCO respectfully submits, in addition to its due process argument in subpart 2 above, that SASCOs interpretation should prevail because the order was drafted by Debtors counsel and any ambiguity must be construed against the drafters. See, e.g., Gluck v. Camden Fire Ins. Assn, 204 F.2d 183, 185 (2d Cir. 1953) (construing ambiguity in order against party whose counsel drafted the order); A.V. By Versace, Inc. v. Gianni Versace, S.p.A., 87 F. Supp.2d 281, 291-92 (S.D.N.Y. 2000) (stating that the court must construe any ambiguity in preliminary injunction order against the party that drafted the order and presented it to the court for approval); Mannings v. School Board of Hillsborough County, 1995 WL 1773810, at *16 (M.D. Fla. June 23, 1995) (stating that if the language of the consent order at issue were found to be ambiguous, the court would construe the ambiguity against the plaintiffs as the drafters thereof); Daniels v. Collection Technology, Inc. (In re Daniels), 2011 WL 3269650, at *5 (Bankr. E.D. Wis. Aug. 1, 2011) (ambiguities created by an order drafted by debtors counsel modifying a confirmed chapter 13 plan must be construed against the debtor); In re 360 Inns, Ltd., 76 B.R. 573, 578 (Bankr. N.D. Tex. 1987) (ambiguities in agreed cash collateral order drafted by lenders counsel must be construed against lender); In re Pickering, 195 B.R. 759, 762-63 (Bankr. D. Mont. 1996) (holding that ambiguity in debtors schedules had to be construed against the debtor as the drafter of the schedules); In re Barroso-Herrans, 524 F.3d 341, 345 (1st Cir. 2008) (noting that in legal documents ambiguity is traditionally construed against the drafter); Photopaint Techs., LLC v. Smartlens Corp., 335 F.3d 152, 161 (2d Cir. 2003) (stating that we generally interpret contractual ambiguities against the drafter); In re Captain Blythers, Inc., 311 B.R. 530, 536 (9th Cir. B.A.P. 2004) (holding that ambiguity in chapter 11 plan should be construed against the drafter); In re Carels, 416 B.R. 153, 162 (Bankr. E.D. Pa. 2009) (holding that ambiguity in

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confirmed plan should be construed against the drafter); In re Miller, 253 B.R. 455, 459 (Bankr. N.D. Cal. 2000) (holding that ambiguity in plan should be resolved against the debtor because the debtor drafted the plan); In re Ridgway, 325 B.R. 65, 68 (Bankr. D. Conn. 2005) (holding that ambiguity in stipulation would be construed against the drafter). There are no genuine issues of material fact regarding the positions asserted by SASCO in subparts 1, 2 and 3 of Part A of this Response. Accordingly, SASCO respectfully submits that it is entitled to judgment as a matter of law and that summary judgment should be granted to SASCO overruling the Objection.

B.

The Stay Relief Motion and the Supporting Declaration Filed on Behalf of SASCO in the Chapter 11 Cases Prior to the General Bar Date Constitute a Timely Filed Informal Proof of Claim That the Guaranty Claims Later Amended after the General Bar Date. Prior to the General Bar Date, TriMont filed, on SASCOs behalf, pleadings and related

documents that qualify as an informal proof of claim with respect to the Guaranty Claims.11 Under the informal proof of claim doctrine, a timely informal proof of claim filed by a creditor may be amended by the filing of a formal proof of claim (such as the Guaranty Claims) after the bar date, with the amendment relating back to the timely filed informal proof of claim. See In re Southold Dev. Corp., 173 B.R. 63, 72 (E.D.N.Y. 1994) (citing In re Gibraltor Amusements, Ltd., 315 F.2d 210 (2d Cir. 1963) and In re Lipman, 65 F.2d 366 (2d Cir. 1933)); Houbigant, Inc. v. ACB Mercantile, Inc. (In re Houbigant, Inc.), 190 B.R. 185, 188 (Bankr. S.D.N.Y. 1995); In re The Float, Inc., 163 B.R. 18, 20 (Bankr. N.D.N.Y. 1993) (observing that ]c]ourts in the Second Circuit have long recognized the validity of informal proofs of claim). In order to qualify as an

11

SASCO is raising the informal proof of claim doctrine as an additional basis for overruling the Objection. It is not, however, seeking summary judgment on this ground at this time.

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informal proof of claim, a document evidencing such claim must satisfy four requirements. The document must (1) have been timely filed with the bankruptcy court and become part of the judicial record, (2) state the existence and nature of the debt, (3) state the amount of the claim against the estate, and (4) evidence the creditors intent to hold the debtor liable for the debt. See Houbigant, 190 B.R. at 187. In this instance, filings made on behalf of SASCO in the Chapter 11 Cases in connection with the Stay Relief Motion satisfy the requisites of an informal proof of claim. On August 30, 2010, the Stay Relief Motion was filed in these Chapter 11 Cases. On September 3, 2010, the Declaration was filed in support of the Stay Relief Motion. Both the Stay Relief Motion and the Declaration were filed prior to the General Bar Date, thereby satisfying the first requirement for an informal proof of claim. In addition, on Exhibit A to both the Stay Relief Motion and the Declaration, GPH was identified as guarantor of both of the Mezzanine Loans, thus satisfying the second requirement for an informal proof of claimstating the existence and nature of the debt. Exhibit A to both the Stay Relief Motion and the Declaration also stated that the unpaid principal balances of the Mezzanine Loans as of the Petition Date were $112,223,846.00 and $21,300,000.00, respectively, thereby satisfying the third requirement for an informal proof of claimstating the amount of the claim. Finally, Exhibit A to both the Stay Relief Motion and the Declaration evidenced SASCOs intent to hold GPH liable for the Mezzanine Loans by identifying GPH as guarantor of the Mezzanine Loans and setting forth the respective unpaid principal amounts owing on the Mezzanine Loans as of the Petition Date, thus satisfying the fourth requirement for an informal proof of claim. Accordingly, the Stay Relief Motion and the Declaration qualify as an informal proof of claim filed before the General Bar Date. See Pizza of Hawaii, Inc. v. Shakeys, Inc. (In re Pizza of Hawaii, Inc.), 761 F.2d 1374,

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1381-82 (9th Cir. 1985) (concluding that request for stay relief and other documents filed by creditor constituted informal proof of claim so as to permit creditor to amend after claim bar date with a formal document); In re Gateway Invs. Corp., 114 B.R. 784, 787-88 (Bankr. S.D. Fla. 1990) (finding that stay relief motion satisfied elements of informal proof of claim); see also In re Harper, 138 B.R. 229, 248-49 (Bankr. N.D. Ind. 1991) (holding that an objection to confirmation of a chapter 13 plan evidenced an intent to hold the estate liable). Furthermore, TriMont filed, on behalf of SASCO, (i) a joinder in an objection to a motion to honor certain prepetition obligations [ECF No. 146], (ii) an objection to a motion to assume the plan support agreement [ECF No. 271], (iii) a declaration in support of the objection to the plan support agreement [ECF No. 272], and (iv) an amended objection to a motion to assume the plan support agreement [ECF No. 292] in the Chapter 11 Cases in which, in each instance on Exhibit A thereto, it identified GPH as guarantor of the Mezzanine Loans and set forth the original principal balance of such loans. TriMont also filed, on behalf of SASCO, an objection to the DIP financing motion [ECF No. 267] in which, on Exhibit A, it identified GPH as guarantor for the Floating Rate Mezzanine Loan12 and set forth the original principal balance of such loan. Thus, in the Stay Relief Motion and Declaration, as well as these additional pleadings, TriMont made clear that it was asserting the Guaranty Claims against GPH related to the Mezzanine Loans. As a result, the subsequent filing of the Guaranty Claims on May 10, 2011, constituted amendments to the informal proofs of claim identified above that were filed before the General Bar Date. Therefore, under the informal proof of claim doctrine, the Guaranty Claims were timely filed.

12

The Anaheim Mezzanine Loan was not referenced in this particular pleading.

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CONCLUSION

WHEREFORE, for the reasons set forth in this Response, SASCO respectfully requests that the Court: (i) grant SASCOs Summary Judgment Motion, (ii) overrule the Objection, and (iii) grant SASCO such other and further relief as is just and proper.

Dated: February 24, 2012 KILPATRICK TOWNSEND & STOCKTON LLP By: /s/ Todd C. Meyers Todd C. Meyers Rex R. Veal 1100 Peachtree Street, Suite 2800 Atlanta, GA 30309-4530 Telephone: (404) 815-6500 Facsimile: (404) 541-6555 tmeyers@kilpatricktownsend.com rveal@kilpatricktownsend.com Jonathan E. Polonsky 1114 Avenue of the Americas The Grace Building New York, New York 10036 Telephone: (212) 775-8703 Facsimile: (212) 775- 8819 jpolonsky@kilpatricktownsend.com Counsel for SASCO 2008-C2, LLC

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EXHIBIT A

SASCO 2008-C2, LLC is the owner of all of the economic and beneficial interests in the mezzanine loans identified below.

1.

Borrower: Grand Prix Mezz Borrower Term LLC Guarantor: Grand Prix Holdings LLC Operating Lessee: Grand Prix Anaheim Orange Lessee LLC Date: June 29, 2007 (and as subsequently amended from time to time) Original Principal Balance: $21,300,000.00 Unpaid Principal Balance as of the Petition Date: $21,300,000.00 Borrower: Grand Prix Mezz Borrower 2 Floating LLC Guarantor: Grand Prix Holdings LLC Operating Lessee: Grand Prix Floating Lessee LLC Date: June 29, 2007 (and as subsequently amended from time to time) Original Principal Balance: $117,658,725.00 Unpaid Principal Balance as of the Petition Date: $112,223,846.00

2.

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Exhibit B

EXHIBIT B FLOATING RATE PROPERTY LEVEL BORROWERS Borrower Name KPA/GP Valencia LLC Grand Prix West Palm Beach LLC KPA/GP Ft. Walton LLC Grand Prix Ft. Wayne LLC Grand Prix Indianapolis LLC KPA/GP Louisville (HI) LLC Grand Prix Bulfinch LLC Grand Prix Woburn LLC Grand Prix Rockville LLC Grand Prix East Lansing LLC Grand Prix Grand Rapids LLC Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC Grand Prix Atlantic City LLC Grand Prix Montvale LLC Grand Prix Morristown LLC Grand Prix Albany LLC Grand Prix Addison (SS) LLC Grand Prix Harrisburg LLC Grand Prix Ontario LLC Bankruptcy Case Number 10-13893 10-13875 10-13890 10-13829 10-13838 10-13892 10-13816 10-13879 10-13862 10-13822 10-13833 10-13871 10-13872 10-13811 10-13849 10-13850 10-13805 10-13804 10-13834 10-13855 Property Embassy Suites, Valencia, CA Best Western, West Palm Beach, FL Sheraton Four Points, Fort Walton Beach, FL Residence Inn, Fort Wayne, IN Residence Inn, Indianapolis, IN Hampton Inn Louisville Downtown, Louisville, KY Bulfinch, Boston, MA Hampton Inn, Woburn, MA Sheraton, Rockville, MD Residence Inn, East Lansing, MI Residence Inn, Grand Rapids, MI Residence Inn Troy Central, Troy, MI Residence Inn Troy Southeast, Madison Heights, MI Courtyard, Atlantic City, NJ Courtyard, Montvale, NJ Westin Inn, Morristown, NJ Hampton Inn Albany, Cohoes, NY Summerfield Suites, Addison, TX Residence Inn, Harrisburg, PA Residence Inn, Ontario, CA

US2008 3274613.1

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EXHIBIT C

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Presentment Date: September 17, 2010 at 10:00 a.m. (Eastern Time) Objection Deadline: September 14, 2010 at 4:00 p.m. (Eastern Time)

James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines 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. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 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 PRESENTMENT OF DEBTORS APPLICATION FOR ENTRY OF AN ORDER ESTABLISHING DEADLINES AND PROCEDURES FOR FILING PROOFS OF CLAIM AND APPROVING THE FORM AND MANNER OF NOTICE THEREOF1
1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia (continued on next page)

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PLEASE TAKE NOTICE that, in accordance with Rule 9074-1(a) of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Bankruptcy Rules), the Debtors will present the above-referenced application (the Application) and proposed order approving the relief in the Application,2 to the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, for signature on September 17, 2010 at 10:00 a.m. prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Application: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders, the Local Bankruptcy Rules, and the Notice, Case Management, and Administrative Procedures [Docket No. 56] approved by the Court; (c) shall be filed with the Court electronically by registered users of the Courts case filing
LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). 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.
2

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

2
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system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Court); and (d) shall be served so as to be actually received no later than September 14, 2010 at 4:00 p.m. prevailing Eastern Time, by: (i) the Debtors and their counsel; (ii) the Office of the United States Trustee for the Southern District of New York; (iii) counsel to the Creditors Committee; (iv) counsel to the Debtors prepetition secured lenders; (v) counsel to Apollo Investment Corporation; (vi) the Debtors franchisors or their counsel, if known; (vii) the attorneys general for each of the States in which any of the Debtors conducts a substantial amount of its business operations; (viii) the Internal Revenue Service; and (ix) entities who have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002. Only those responses that are timely filed, served, and received will be considered.

3
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PLEASE TAKE FURTHER NOTICE that, if no objections to the Application are timely filed and served in accordance with this notice, the Court may enter an order granting some or all of the relief requested in the Application as requested by the Debtors without further notice or hearing. New York, New York Dated: September 7, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines 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. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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Presentment Date: September 17, 2010 at 10:00 a.m. (Eastern Time) Objection Deadline: September 14, 2010 at 4:00 p.m. (Eastern Time)

James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines 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. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 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

DEBTORS APPLICATION FOR ENTRY OF AN ORDER ESTABLISHING DEADLINES AND PROCEDURES FOR FILING PROOFS OF CLAIM AND APPROVING THE FORM AND MANNER OF NOTICE THEREOF1
1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix (continued on next page)

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Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this application (this Application) for the entry of an order, substantially in the form attached hereto as Exhibit A (the Bar Date Order), (a) establishing deadlines and procedures for creditors to file proofs of claim in the Debtors chapter 11 cases, (b) approving the form and manner of notice thereof, and (c) granting such other relief as is just and proper. In support of this Application, the Debtors respectfully state as follows: Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 105(a), 501, 502,

and 503 of title 11 of the United States Code (the Bankruptcy Code), Rules 2002 and 3003 of

Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 2002-1 and 3003-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Bankruptcy Rules). Background A. General Information 4. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On July 28, 2010, the United States Trustee for the Southern District of New York (the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 5. Additional information regarding the Debtors business, capital structure, and the

circumstances leading to the Chapter 11 Cases is contained in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33]. 6. On July 20, 2010, the Court authorized the Debtors retention of

Omni Management Group, LLC (the Notice and Claims Agent) as their noticing and claims agent [Docket No. 57]. 7. On or around September 1, 2010, the Debtors filed their statements of financial

affairs and schedules of assets and liabilities, current income and expenditures, and executory contracts and unexpired leases as required by section 521 of the Bankruptcy Code (collectively, the Schedules). 3

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B.

Proposed Bar Dates and Claim Filing Procedures 8. To expedite the claims analysis and reconciliation process while giving persons

and entities ample time and notice to file proofs of claim, the Debtors propose the following bar dates and claim filing procedures: a. General Bar Date. Except as otherwise stated in subparagraphs (b), (c), and (d) below, all persons (as defined in section 101(41) of the Bankruptcy Code) and entities (as defined in section 101(15) of the Bankruptcy Code), including, without limitation, individuals, partnerships, corporations, joint ventures, and trusts, (such persons and entities, collectively, the Entities and each, an Entity) holding or wishing to assert a claim (as defined in section 101(5) of the Bankruptcy Code) against any of the Debtors that arose prior to the Petition Date, including any claim arising under section 503(b)(9) of the Bankruptcy Code (each a Claim, and collectively, the Claims), shall file proof of such Claim in writing so that it is actually received on or before October 29, 2010 (the General Bar Date), which date is no less than 35 days after service of the Bar Date Notice (as defined below), or be barred from doing so; Governmental Unit Bar Date. All governmental units (as defined in section 101(27) of the Bankruptcy Code) holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before January 18, 2011 (the Governmental Unit Bar Date), which date is no less than 180 days after the Petition Date, or be barred from doing so; Rejection Claim Bar Date. Except as otherwise set forth in any order authorizing rejection of an executory contract or unexpired lease, all Entities holding or wishing to assert a Claim relating to the Debtors rejection of an executory contract or unexpired lease shall file proof of such Claim in writing so that it is actually received on or before 30 days after the date of the entry of any order authorizing the rejection of such contract or lease (the Rejection Claim Bar Date), or be barred from doing so; and Amended Schedule Bar Date. If the Debtors amend or supplement their Schedules subsequent to the date hereof, the Debtors shall give notice of any amendment or supplement to Entities holding Claims directly affected thereby, and such Entities holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before 30 days from the date of service of such notice (the Amended Schedule Bar Date and, together with the General Bar Date, the Governmental Unit Bar Date, 4

b.

c.

d.

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and the Rejection Claim Bar Date, the Bar Dates), or be barred from doing so. Entities Required to File Proofs of Claim 9. The Debtors propose that Entities with the following types of Claims shall be

subject to the applicable Bar Dates if the Entity holding such Claim desires to participate in any of the Chapter 11 Cases or share in any distribution in the Chapter 11 Cases on account of such Claim: a. b. any Claim that is listed in the Schedules as contingent, unliquidated, disputed, or any combination thereof; any Claim that is improperly classified in the Schedules or is listed in an incorrect amount if the Entity holding such Claim desires to have such Claim allowed in a classification or amount other than as set forth in the Schedules; any Claim against a Debtor that is not listed in the applicable Schedules; and any Claim arising under section 503(b)(9) of the Bankruptcy Code for goods received by the Debtors within 20 days before the Petition Date (each, a Section 503(b)(9) Claim). Entities Not Required to File Proofs of Claim 10. The Debtors propose that Entities with the following types of Claims are not

c. d.

required to a file a proof of Claim for such type of Claim on or before the applicable Bar Date: a. any Claim for which a proof of Claim in a form substantially similar to Official Bankruptcy Form No. 10 has already been filed against the Debtors with the Notice and Claims Agent or the Clerk of the Bankruptcy Court for the Southern District of New York (the Clerk); any Claim listed in the Debtors Schedules or any amendments thereto, which are not (i) therein listed as contingent, unliquidated, disputed, or any combination thereof, (ii) disputed by the Entity holding such Claim as to nature, amount, or classification, and (iii) disputed by the Entity holding such Claim as an obligation of the specific Debtor against which the Claim is listed in the Schedules; any Claim which heretofore has been allowed by order of the Court; 5

b.

c.

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d. e. f.

any Claim which has been paid in full by any of the Debtors; any Claim for which specific deadlines have previously been fixed by the Court; any Claim made by any of the Debtors or any direct or indirect whollyowned subsidiary of any of the Debtors holding or wishing to assert a Claim against one or more of the other Debtors; any Claim allowable under section 503(b) and 507(a)(2) of the Bankruptcy Code as an expense of administration of the Debtors estates, with the exception of Section 503(b)(9) Claims, which Section 503(b)(9) Claims shall be subject to the applicable Bar Dates; any Claim made by any Entity holding equity securities of the Debtors solely with respect to such Entitys ownership interest in or possession of such equity securities; provided that any such Entities holding or wishing to assert a Claim against any of the Debtors based on a transaction in any of the Debtors securities, including, without limitation, Claims for damages or rescission based on the purchase or sale of such securities, must file a proof of such Claim on or prior to the applicable Bar Date; provided further that the Debtors reserve all rights with respect to any such Claims including, inter alia, to assert that such Claims are subject to subordination pursuant to section 510(b) of the Bankruptcy Code; any Claim made by the Representatives relating to their respective Loan Obligations (each, as defined in the 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]); any Claim by any current officer or director for indemnification, contribution, or reimbursement; and any Claim against any non-Debtor affiliate of the Debtors. Proof of Claim Forms

g.

h.

i.

j. k.

11.

The Debtors propose to send Entities listed in the Schedules as having Claims

against the Debtors a personalized proof of claim form. The Debtors proposed proof of Claim form, substantially in the form attached hereto as Exhibit B (the Proof of Claim Form), substantially conforms with Official Form No. 10; however, the Debtors have tailored the Proof

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of Claim Form to conform to the size and complexity of the Chapter 11 Cases.2 Specifically, the Debtors proposed modifications to Official Form No. 10 include: a. b. c. instructions and procedures for each Entity to correct any information contained in the name and address portion; instructions and procedures for completing the form, which are specific to the Chapter 11 Cases; an indication (for Entities with Claims listed in the Schedules) of which Debtor case such Entity has a Claim listed in the Schedules and such Debtors case number; an indication (for Entities with Claims listed in the Schedules) of how the Debtors have listed each Entitys respective Claim on the Schedules, including the amounts of the Claim and whether the Claim has been listed as contingent, unliquidated, disputed, or any combination thereof; and modifications to permit the filing of Section 503(b)(9) Claims.

d.

e. 12.

The Debtors request that the Court require that all proofs of Claim filed in the

Chapter 11 Cases be consistent with the following: a. Proofs of Claim must: (i) include an original signature, as copies of proofs of Claim or proofs of Claim sent by facsimile or electronic mail will not be accepted; (ii) include supporting documentation (if voluminous, a summary must be attached) or an explanation as to why documentation is not available; (iii) set forth with specificity the legal and factual basis for the alleged Claims; (iv) be in the English language; and (v) be denominated in United States currency; Any proof of Claim asserting a Section 503(b)(9) Claim must also: (i) include the value of the goods delivered to and received by the Debtors within 20 days before the Petition Date; (ii) include supporting documentation identifying the particular invoices for which the Section 503(b)(9) Claim is being asserted; and (iii) include documentation of any reclamation demand made to the Debtors under section 546(c) of the Bankruptcy Code (if applicable); Entities who wish to receive proof of receipt of their proofs of Claim from the Notice and Claims Agent or the Clerk must also include with their

b.

c.

Nothing herein is intended to prohibit Entities from submitting proofs of Claim on Official Form No. 10.

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proof of Claim a copy of their proof of Claim and a self-addressed, stamped envelope; d. Each original proof of Claim, including supporting documentation, must either be filed in person or via courier service, overnight delivery, or first class U.S. mail so as to be actually received on or before the applicable Bar Date in accordance with the procedures set forth herein by either (i) the Notice and Claims Agent at Innkeepers USA Trust, c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436-2068, or (ii) the Clerk at Office of the Clerk of the Bankruptcy Court, One Bowling Green, Room 534, New York, New York 10004-1408; and Proofs of Claim will be deemed filed only when received by the Notice and Claims Agent or the Clerk in accordance with the procedures set forth herein.

e.

13.

Entities asserting Claims against more than one Debtor shall be required to file a

separate proof of Claim with respect to each such Debtor. If more than one Debtor is listed on a proof of Claim, the Debtors shall use reasonable efforts to determine the appropriate Debtor against which the Claim should be properly asserted and shall treat the Claim as asserted against such Debtor listed on the proof of Claim. All Entities shall identify on their proof of Claim the holder or holders of the Claim, the particular Debtor against which their Claim is asserted, and the applicable bankruptcy case number for such Debtor. Proposed Notice Procedures 14. The Debtors intend to cause the Notice and Claims Agent to serve the bar date

notice substantially in the form attached hereto as Exhibit C (the Bar Date Notice) no later than seven (7) days after the date of entry of the Bar Date Order upon: a. b. c. d. the U.S. Trustee; counsel to the Creditors Committee; all Entities that have requested notice of the proceedings in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002; all Entities that have filed proofs of Claim against the Debtors; 8

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e. f. g. h. i. j. k. l. 15.

all known holders of potential Claims against the Debtors, including all Entities listed in the Schedules as holding Claims; the Debtors prepetition secured lenders or their counsel; counsel to Apollo Investment Corporation; all Entities to the Debtors franchise agreements or their counsel; all Entities to executory contracts and unexpired leases with the Debtors listed in the Schedules; all Entities to litigation with the Debtors; the attorneys general for each of the states in which any of the Debtors conducts a substantial amount of its business operations; and the Internal Revenue Service.

In addition, the Debtors intend to supplement such notice of the Bar Dates by

publishing a form of the Bar Date Notice, substantially in the form attached hereto as Exhibit D, in the national edition of The USA Today. Additionally, the Debtors respectfully request

authority, but not direction, to publish the Bar Date Notice at such times and in such trade or other local publications of general circulation as the Debtors shall determine in their sole discretion. Such notice shall be published no less than 28 days before the earliest Bar Date. The Debtors also request authorization to enter into such transactions to cause such publication to be made and to make reasonable payments required for such publications. The Debtors believe that publication of this notice will provide sufficient notice to Entities who do not otherwise receive the Bar Date Notice by mail. Effect of Bar Dates 16. The Debtors propose that, pursuant to Bankruptcy Rule 3003(c)(2), any Entity

that is required to file a proof of Claim in the Chapter 11 Cases but that fails to do so by the applicable Bar Date should be forever barred, estopped, and enjoined from: (a) asserting any Claim against any of the Debtors that such Entity has that (i) is in an amount that exceeds the 9

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amount, if any, that is set forth in the Schedules or (ii) is of a different nature or in a different classification than is set forth in the Schedules (any such Claim referred to as an Unscheduled Claim); and (b) voting upon, or receiving distributions under, any chapter 11 plan in the Chapter 11 Cases in respect of an Unscheduled Claim; and the Debtors and their property shall be forever discharged from any and all indebtedness or liability with respect to all such Unscheduled Claims. Reservation of Rights 17. The Debtors shall reserve all rights to: (a) dispute and assert offsets or defenses

against any filed Claim or any Claim listed or reflected in the Schedules as to amount, liability, priority, status, classification, or otherwise of such Claim; (b) subsequently designate any Claim listed in the Schedules as disputed, contingent, unliquidated, or any combination thereof; (c) object to the extent, validity, enforceability, priority, or avoidability of any Claim listed in the Schedules. Relief Requested 18. By this Application, the Debtors respectfully request entry of an order, (a) establishing Bar Dates and

substantially in the form attached hereto as Exhibit A:

procedures for Entities to file proofs of Claim in the Chapter 11 Cases; (b) approving the form and manner of the notice of such Bar Dates; and (c) granting such other relief as is just and proper. Basis for Relief A. The Proposed Bar Dates Comply with the Applicable Guidelines and Should Be Approved 19. As an initial matter, the Application (including the exhibits thereto) and the

Bar Date Order comply with the requirements of the Second Amended Procedural Guidelines for

10

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Filing Requests for Bar Date Orders in the United States Bankruptcy Court for the Southern District of New York (the Guidelines), as adopted by the Court pursuant to General Order M-386. 20. Generally speaking, claimants must file a proof of claim to assert a claim in a

bankruptcy proceeding. See 11 U.S.C. 501(a). Bankruptcy Rule 3003(c)(3) governs the filing of proofs of claim in a chapter 11 case and provides, in relevant part, that [t]he court shall fix and for cause shown may extend the time within which proofs of claim or interest may be filed. Claims bar dates are integral to the twin goals of chapter 11preserving going-concerns and maximizing creditor recovery value. See In re Waterman S.S. Corp., 59 B.R. 724, 726 (Bankr. S.D.N.Y. 1986). Indeed, prolonged uncertainty regarding the aggregate liabilities of a

bankruptcy estate could delay or derail the development of a sound chapter 11 plan and the reorganization process generally to the detriment of creditors and parties in interest. Id. (Absent the setting of a bar date, a Chapter 11 case could not be administered to a conclusion.). 21. Recognizing the importance of setting deadlines for filing claims against a debtor,

courts in this jurisdiction and others routinely approve relief similar to the relief requested in this Application.3 See, e.g., In re Citadel Broadcasting Corp., Case No. 09-17442 (Bankr. S.D.N.Y. Mar. 9, 2010); In re The Readers Digest Assn, Inc., Case No. 09-23529 (Bankr. S.D.N.Y. Oct. 7, 2009); In re Lear Corp., Case No. 09-14326 (Bankr. S.D.N.Y. Aug. 21, 2009); In re Chemtura Corp., Case No. 09-11233 (Bankr. S.D.N.Y. Aug. 21, 2009); In re Tronox Inc., Case No. 09-10156 (Bankr. S.D.N.Y. May 28, 2009); In re Lyondell Chemical Co., Case No. 0910023 (Bankr. S.D.N.Y. Apr. 16, 2009); In re Wellman Inc., Case No. 08-10595 (Bankr.
3

Because of the voluminous nature of the orders cited in paragraphs 21 and 24 herein, such orders are not attached to the Application. Copies of these orders are available and may be obtained from the Debtors counsel upon request.

11

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S.D.N.Y. Oct. 20, 2008); In re Ziff Davis Media, Inc., Case No. 08-10768 (Bankr. S.D.N.Y. Apr. 22, 2008). 22. To ensure that the Debtors are able to confirm and consummate a viable plan of

reorganization and emerge from chapter 11 in a timely manner, the Debtors will require complete and accurate information regarding the nature, validity, amount, and status of all Claims that will be asserted against their estates in the Chapter 11 Cases. As such, the Debtors must begin the Claims analysis and reconciliation process as soon as practicable, pursuant to clear procedures that are designed to limit confusion on the part of potential creditors and facilitate an efficient process that conserves estate resources. Fixing the Bar Dates as proposed herein will assist the Debtors in achieving the foregoing objectives. B. The Bar Dates Should Apply to Section 503(b)(9) Claims 23. Section 503(b)(9) of the Bankruptcy Code does not set a date by which such

claims must be asserted, but Section 503(b)(9) Claims, by definition, arose prepetition and, therefore, should be knowable in advance of the General Bar Date. Approval of the Bar Dates and related procedures with respect to Section 503(b)(9) Claims would, among other things, permit an expeditious determination of such Claims and, therefore, assist the Debtors with formulating their chapter 11 plan without prejudicing any Entity. As such, the Debtors

respectfully request that the Bar Dates apply to, among others, Section 503(b)(9) Claims.4 24. Although the Guidelines list of parties not required to file a proof of claim

includes holders of claims allowable under section 503 of the Bankruptcy Code, the Guidelines also provide that there will of course be variations in specific situations and the list is not
4

For the avoidance of doubt, Entities asserting administrative claims under all other sub-parts of section 503(b) of the Bankruptcy Code must make separate requests for payment in accordance with section 503(a) of the Bankruptcy Code.

12

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intended to be exhaustive. See Guidelines, at 9. The Debtors submit that requiring Entities to assert Section 503(b)(9) Claims by proof of Claim on or before the applicable Bar Date is justified and warranted under the circumstances present here. Indeed, courts in this district routinely fix bar dates for filing Section 503(b)(9) Claims. See, e.g., In re Citadel Broadcasting Corp., Case No. 09-17442 (Bankr. S.D.N.Y. Mar. 9, 2010); In re The Readers Digest Assn, Inc., Case No. 09-23529 (Bankr. S.D.N.Y. Oct. 7, 2009); In re Lear Corp., Case No. 09-14326 (Bankr. S.D.N.Y. Aug. 21, 2009); In re Chemtura Corp., Case No. 09-11233 (Bankr. S.D.N.Y. Aug. 21, 2009); In re Star Tribune Holdings Corp., Case No. 09-10244 (Bankr. S.D.N.Y. Apr. 14, 2009); In re Frontier Airlines Holdings, Inc., Case No. 08-11298 (Bankr. S.D.N.Y. Sept. 24, 2008). C. Requiring Separate Proof of Claim Forms for Each Debtor Will Expedite Processing and Will Not Prejudice Creditors 25. If an Entity is permitted to assert Claims against more than one Debtor in a single

proof of Claim, the Notice and Claims Agent or the Clerk will have difficulty maintaining separate Claim registers for each Debtor, and one or more Debtors will be required to object to a proof of Claim that may be applicable to only one Debtor. Therefore, where an Entity asserts Claims against multiple Debtors, the Debtors propose that such Entity file separate proofs of Claim against each applicable Debtor. Likewise, Entities should be required to identify on each proof of Claim the particular Debtor against which their Claim is asserted. Requiring Entities to identify the Debtor against which a Claim is asserted will greatly expedite the Debtors review of proofs of Claim in the Chapter 11 Cases, minimize the Debtors need to object to proofs of Claim that were filed against the incorrect Debtor, and reduce the cost and administrative burden of the Claims resolution process for all Entities involved, including the Court. Furthermore, this requirement will not be unduly burdensome on claimants since such Entities will know or should 13

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know the identity of the Debtor against which they are asserting a Claim. Moreover, Entities may seek Court authority to amend Claims to the extent they later determine that they filed a Claim against the wrong Debtor(s). D. The Proposed Procedures for Filing Proofs of Claim Should Be Approved 26. The Debtors have proposed procedures that: (a) are consistent with the

procedures set forth in the Guidelines; (b) provide Entities with ample notice and opportunity to file proofs of Claim and a clear process for effecting the same; and (c) achieve administrative efficiency. Indeed, the procedures described herein are calibrated to achieve the twin goals of providing comprehensive notice and clear instructions to creditors, on the one hand, and allowing the Chapter 11 Cases to move forward quickly with a minimum of administrative expense and delay, on the other hand. 27. Among other things, the proposed procedures provide clear instructions for filing

proofs of Claim that are calculated to avoid confusion or uncertainty among creditors that might lead them to file unnecessary protective proofs of Claim or multiple proofs of Claim, which, in either event, would result in unnecessary expense and delay in the Claims reconciliation process for all Entities affected thereby. For example, the proposed use of a personalized Proof of Claim Form for all known creditors is designed to streamline the Claims analysis and reconciliation process and provide useful information to Entities as to whether and how their Claims are reflected in the Schedules, and, therefore, is consistent with the Guidelines. Indeed, the Debtors believe that the use of the personalized Proof of Claim Form will help mitigate Entities confusion and result in a Claims reconciliation process that is less burdensome, costly, and timeconsuming for the Debtors, which inures to the benefit of their estates. 28. The Debtors believe that the Claim-filing procedures will facilitate the Claims

process by establishing guidelines for noticing and publishing the Bar Dates and providing 14

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Entities with clear instructions regarding the procedures and other requirements for filing a proof of Claim. Accordingly, the Debtors submit that these procedures should be approved. E. The Proposed Form and Manner of the Bar Date Notice Should Be Approved 29. The Bar Date Notice substantially conforms to the form notice annexed to the

Guidelines. Moreover, the publication version of the Bar Date Notice is substantially similar to the Bar Date Notice to be mailed and will only omit provisions that are not applicable or necessary (such as the official definition of claim) to reduce publication costs. See Guidelines, at 5. 30. In addition, the proposed Bar Date Notice satisfies due process requirements.

Bankruptcy Rule 2002(a)(7) requires that the Debtors provide claimants at least 21 days notice by mail of the time fixed for filing proofs of claim pursuant to Bankruptcy Rule 3003(c), and Bankruptcy Rule 2002(l) provides that the Court may order notice by publication if it finds that notice by mail is impractical or it is desirable to supplement other notice. Bankruptcy Rule 9008 also provides that the Court shall determine the form and manner of publication notice, the newspapers used, and the frequency of publication. 31. To determine the adequacy of notice to a creditor, the case law distinguishes

between known and unknown creditors. Generally speaking, the former is a creditor whose identity is either known or is reasonably ascertainable by a debtor, while the latter is one whose interests are conjectural or future or, although potentially discoverable upon investigation, do not come to knowledge of the debtor in the ordinary course of business. See Tulsa Profl Collection Serv., Inc. v. Pope, 485 U.S. 478, 490 (1988); Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306, 317 (1950) (publication is acceptable where it is not reasonably possible or practicable to give more adequate warning, whereas when names and addresses are available, notice must be mailed). 15

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32.

Where a creditor is known to a debtor, due process requires that the debtor take

reasonable steps, such as direct mailing, to provide actual notice of the deadline for filing proofs of claim. See, e.g., In re Enron Corp., 2006 WL 898031, at *4 (Bankr. S.D.N.Y. Mar. 29, 2006) ([D]ebtor must send actual notice of the bar date to any known creditor, while constructive notice is generally sufficient with an unknown creditor); Daewoo Intl (Am.) Corp. Creditor Trust v. SSTS Am. Corp., 2003 WL 21355214, at *3 (S.D.N.Y. June 11, 2003) (same); see also Pope, 485 U.S. at 491 (where creditor was known or reasonably ascertainable, then due process only requires notice by mail or other means as certain to ensure actual notice). 33. Where a creditor is unknown to a debtor, due process requires only that the debtor

must take reasonable steps, such as notice by publication, to provide constructive notice of the deadline for filing proofs of claim. See, e.g., DePippo v. Kmart Corp., 335 B.R. 290, 296 (S.D.N.Y. 2005) (It is well-settled that when a creditor is unknown to the debtor, publication notice of the claims bar date is adequate constructive notice sufficient to satisfy due process requirements); In re XO Commcns, 301 B.R. 782, 793 (Bankr. S.D.N.Y. 2003) (if a creditor is unknown constructive notice is generally sufficient); In re U.S.H. Corp. of New York, 223 B.R. 654, 659 (Bankr. S.D.N.Y. 1998) (same). Furthermore, debtors are not required to publish notice in an excessive number of publications. See In re Best Prods. Co., Inc., 140 B.R. 353 (Bankr. S.D.N.Y. 1992) (holding it impracticable to expect a debtor to publish notice in every newspaper that an unknown creditor possibly may read). 34. To provide creditors reasonably known to the Debtors with actual notice of the

Bar Dates proposed herein, the Debtors propose to serve the Bar Date Notice no later than seven (7) days after the date of entry of the Bar Date Order upon all creditors identified during a thorough review of the Debtors books and records. As such, the Debtors will be providing

16

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actual notice to creditors reasonably known to them with no less than 35 days notice of the General Bar Date in satisfaction of the Guidelines and Bankruptcy Rule 2002(a)(7). 35. To provide creditors unknown to the Debtors with constructive notice of the

Bar Dates proposed herein, the Debtors propose to publish the Bar Date Notice, modified as necessary (but consistent with the requirements of the Guidelines), in the national edition of The USA Today on one occasion no less than 28 days before the earliest Bar Date in satisfaction of the Guidelines and Bankruptcy Rule 2002(a)(7). 36. In light of the foregoing, service and publication of the Bar Date Notice as

proposed herein is reasonably designed to reach all interested Entities in a cost effective manner and satisfies the requirements of the relevant provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the Guidelines. Accordingly, the Debtors respectfully request that the Court deem the proposed form of Bar Date Notice and mailing and publication thereof good, adequate, and sufficient notice of the Bar Dates set forth herein. Motion Practice 37. This Application includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this Application. Accordingly, the Debtors submit that this Application satisfies Local Bankruptcy Rule 9013-1(a). The Debtors Reservation of Rights 38. Nothing contained herein is intended or should be construed as an admission of

the validity of any Claim against the Debtors, a waiver of the Debtors rights to dispute any Claim, or an approval or assumption of any agreement, contract, or lease under section 365 of the Bankruptcy Code. The Debtors expressly reserve their right to contest any invoice or Claim in accordance with applicable law. 17

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Notice 39. The Debtors have provided notice of this Application to: (a) the U.S. Trustee;

(b) counsel to the Creditors Committee; (c) counsel to the Debtors prepetition secured lenders; (d) counsel to Apollo Investment Corporation; (e) the Debtors franchisors or their counsel, if known; (f) the attorneys general for each of the States in which any of the Debtors conducts a substantial amount of its business operations; (g) the Internal Revenue Service; and (h) entities who have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no further notice is necessary. No Prior Request 40. other court. No prior application for the relief requested herein has been made to this or any

18

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WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. New York, New York Dated: September 7, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines 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. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

K&E 17556092

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EXHIBIT A Proposed Bar Date Order

K&E 17556092

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

ORDER ESTABLISHING DEADLINES AND PROCEDURES FOR FILING PROOFS OF CLAIM AND APPROVING THE FORM AND MANNER OF NOTICE THEREOF1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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Exhibit C

Upon the Application (the Application)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) establishing deadlines and procedures for creditors to file proofs of claim in the Chapter 11 Cases, (b) approving the form and manner of notice thereof, and (c) granting such other relief as is just and proper, all as more fully set forth in the Application; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Application having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Application is granted to the extent provided herein. Except as otherwise provided herein, all persons (as defined in section 101(41) of

the Bankruptcy Code) and entities (as defined in section 101(15) of the Bankruptcy Code), including, without limitation, individuals, partnerships, corporations, joint ventures, and trusts, (such persons and entities, collectively, the Entities and each, an Entity) holding or wishing to assert a claim (as defined in section 101(5) of the Bankruptcy Code) against any of the Debtors that arose prior to July 19, 2010 (the Petition Date), including any claim arising under section 503(b)(9) of the Bankruptcy Code (each a Claim, and collectively, the Claims), shall file proof of such Claim in writing so that it is actually received on or before October 29, 2010 (the General Bar Date), which date is no less than 35 days after service of
2

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

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the Bar Date Notice (as defined below), by Omni Management Group, LLC (the Notice and Claims Agent) or the Clerk of the Bankruptcy Court for the Southern District of New York (the Clerk) in accordance with this Order, or be barred from doing so. 3. Notwithstanding any other provision of this Order, all governmental units (as

defined in section 101(27) of the Bankruptcy Code) holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before January 18, 2011 (the Governmental Unit Bar Date), which date is no less than 180 days after the Petition Date, by the Notice and Claims Agent or the Clerk in accordance with this Order, or be barred from doing so. 4. Except as otherwise set forth in any order authorizing rejection of an executory

contract or unexpired lease, all Entities holding or wishing to assert a Claim relating to the Debtors rejection of an executory contract or unexpired lease shall file proof of such Claim in writing so that it is actually received on or before 30 days after the date of the entry of any order authorizing the rejection of such contract or lease (the Rejection Claim Bar Date) by the Notice and Claims Agent or the Clerk in accordance with this Order, or be barred from doing so. 5. If the Debtors amend or supplement their Schedules subsequent to the date hereof,

the Debtors shall give notice of any amendment or supplement to Entities holding Claims directly affected thereby, and such Entities holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before 30 days from the date of service of such notice (the Amended Schedule Bar Date and, together with the General Bar Date, the Governmental Unit Bar Date, and the Rejection Claim Bar Date, the Bar Dates), by the Notice and Claims Agent or the Clerk in accordance with this Order, or be barred from doing so.

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6.

The following procedures for the filing of proofs of Claim asserting Claims

against any of the Debtors in the Chapter 11 Cases shall apply: a. Proofs of Claim must: (i) include an original signature, as copies of proofs of Claim or proofs of Claim sent by facsimile or electronic mail will not be accepted; (ii) include supporting documentation (if voluminous, a summary must be attached) or an explanation as to why documentation is not available; (iii) set forth with specificity the factual and legal basis for the alleged Claim; (iv) be in the English language; and (v) be denominated in United States currency; Any proof of Claim asserting a Section 503(b)(9) Claim must also: (i) include the value of the goods delivered to and received by the Debtors within 20 days before the Petition Date; (ii) include supporting documentation identifying the particular invoices for which the Section 503(b)(9) Claim is being asserted; and (iii) include documentation of any reclamation demand made to the Debtors under section 546(c) of the Bankruptcy Code (if applicable); Entities who wish to receive proof of receipt of their proofs of Claim from the Notice and Claims Agent or the Clerk must also include with their proof of Claim a copy of their proof of Claim and a self-addressed, stamped envelope; Each original proof of Claim, including supporting documentation, must either be filed in person or via courier service, overnight delivery, or first class U.S. mail so as to be actually received on or before the applicable Bar Date in accordance with the procedures set forth herein by either (i) the Notice and Claims Agent at Innkeepers USA Trust, c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436-2068, or (ii) the Clerk at Office of the Clerk of the Bankruptcy Court, One Bowling Green, Room 534, New York, New York 10004-1408; and Proofs of Claim will be deemed filed only when received by the Notice and Claims Agent or the Clerk in accordance with the procedures set forth herein.

b.

c.

d.

e.

7.

Entities asserting Claims against more than one Debtor shall be required to file a

separate proof of Claim with respect to each such Debtor. If more than one Debtor is listed on a proof of Claim, the Debtors shall use reasonable efforts to determine the appropriate Debtor against which the Claim should be properly asserted and shall treat the Claim as asserted against

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such Debtor listed on the proof of Claim. All Entities shall identify on their proof of Claim the holder or holders of the Claim and the particular Debtor against which their Claim is asserted and the applicable bankruptcy case number for such Debtor. 8. Entities with the following types of Claims are not required to a file a proof of

Claim on or before the applicable Bar Dates: a. any Claim for which a proof of Claim in a form substantially similar to Official Bankruptcy Form No. 10 has already been filed against the Debtors with the Notice and Claims Agent or the Clerk; any Claim listed in the Debtors Schedules or any amendments thereto, which are not (i) therein listed as contingent, unliquidated, disputed, or any combination thereof, (ii) disputed by the Entity holding such Claim as to nature, amount, or classification, and (iii) disputed by the Entity holding such Claim as an obligation of the specific Debtor against which the Claim is listed in the Schedules; any Claim which heretofore has been allowed by order of the Court; any Claim which has been paid in full by any of the Debtors; any Claim for which specific deadlines have previously been fixed by the Court; any Claim made by any of the Debtors or any direct or indirect whollyowned subsidiary of any of the Debtors holding or wishing to assert a Claim against one or more of the other Debtors; any Claim allowable under section 503(b) and 507(a)(2) of the Bankruptcy Code as an expense of administration of the Debtors estates, with the exception of Section 503(b)(9) Claims, which Section 503(b)(9) Claims shall be subject to the applicable Bar Dates; any Claim made by any Entity holding equity securities of the Debtors solely with respect to such Entitys ownership interest in or possession of such equity securities; provided that any such Entities holding or wishing to assert a Claim against any of the Debtors based on a transaction in any of the Debtors securities, including, without limitation, Claims for damages or rescission based on the purchase or sale of such securities, must file a proof of such Claim on or prior to the applicable Bar Date; provided further that the Debtors reserve all rights with respect to any such Claims including, inter alia, to assert that such Claims are subject to subordination pursuant to section 510(b) of the Bankruptcy Code; 5
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b.

c. d. e. f.

g.

h.

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i.

any Claim made by the Representatives relating to their respective Loan Obligations (each, as defined in the 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]); any Claim by any current officer or director for indemnification, contribution, or reimbursement; and any Claim against any non-Debtor affiliate of the Debtors.

j. k. 9.

The filing of a proof of Claim shall be deemed to satisfy the procedural

requirements for the assertion of administrative priority claims under section 503(b)(9) of the Bankruptcy Code.3 10. Nothing in this Order shall prejudice the right of the Debtors or any other party in

interest to dispute or assert offsets or defenses to any Claim listed in the Schedules. 11. Pursuant to Bankruptcy Rule 3003(c)(2), any Entity that is required to file a proof

of Claim in the Chapter 11 Cases but that fails to do so by the applicable Bar Date shall be forever barred, estopped, and enjoined from: (a) asserting any Claim against any of the Debtors that such Entity has that (i) is in an amount that exceeds the amount, if any, that is set forth in the Schedules or (ii) is of a different nature or in a different classification than is set forth in the Schedules (any such Claim referred to as an Unscheduled Claim); and (b) voting upon, or receiving distributions under, any chapter 11 plan in the Chapter 11 Cases in respect of an Unscheduled Claim; and the Debtors and their property shall be forever discharged from any and all indebtedness or liability with respect to all such Unscheduled Claims.

Nothing herein is intended to preclude any party from filing a request with the Court for payment of administrative claims pursuant to section 503 of the Bankruptcy Code; provided, however, that requests for payment of section 503(b)(9) claims will be considered timely only if they are filed by the General Bar Date, or if applicable, the Governmental Unit Bar Date.

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12.

The Debtors shall mail one or more proof of Claim forms (as appropriate)

substantially similar to the proof of Claim form attached to the Application as Exhibit B (the Proof of Claim Form), which is hereby approved, indicating on the form how the Debtors have listed such Entitys Claim in the Schedules (including whether the Claim has been scheduled as any of contingent, unliquidated, or disputed). 13. A copy of the notice substantially in the form attached to the Application as

Exhibit C (the Bar Date Notice) is approved and shall be deemed adequate and sufficient notice if served by first-class mail no less than 35 days prior to the General Bar Date on: a. b. c. d. e. f. g. h. i. j. k. l. 14. the U.S. Trustee; counsel to the Creditors Committee; all Entities that have requested notice of the proceedings in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002; all Entities that have filed proofs of Claim against the Debtors; all known holders of potential Claims against the Debtors, including all Entities listed in the Schedules as holding Claims; the Debtors prepetition secured lenders or their counsel; counsel to Apollo Investment Corporation; all Entities to the Debtors franchise agreements or their counsel; all Entities to executory contracts and unexpired leases with the Debtors listed in the Schedules; all Entities to litigation with the Debtors; the attorneys general for each of the states in which any of the Debtors conducts a substantial amount of its business operations; and the Internal Revenue Service.

Pursuant to Bankruptcy Rule 2002(f), the Debtors shall publish a form of the

Bar Date Notice substantially in the form attached as Exhibit D to the Application in the national

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edition of The USA Today on one occasion no less than 28 days before the earliest Bar Date, which publication is hereby approved and shall be deemed good, adequate, and sufficient publication notice of the Bar Dates. 15. Entry of this Order is without prejudice to the right of the Debtors to seek further

orders of the Court fixing a date or dates by which Entities holding or wishing to assert Claims or interests not subject to the Bar Dates established herein must file such proofs of Claim or interest or be barred from doing so. 16. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 17. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 18. The Debtors, the Notice and Claims Agent, and the Clerk are authorized and

empowered to take such steps and perform such acts as may be necessary to implement and effectuate the terms of this Order in accordance with the Application. 19. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Date: __________ 2010

United States Bankruptcy Judge

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Exhibit C

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

PROOF OF CLAIM

In re

Case No. 10-

NOTE: This form should not be used to make a claim for an administrative expense arising after the commencement of the case (other than a claim asserted under 11 U.S.C. 503(b)(9)). A request for payment of an administrative expense may be filed pursuant to 11 U.S.C 503 (other than a claim asserted under 11 U.S.C. 503(b)(9)). Name and Address of Creditor (the person or other entity to whom the debtor Check this box if you are aware that owes money or property): anyone else has filed a proof of claim relating to your claim. Attach copy of statement giving particulars. Check this box if you have never received any notices in this case. Check this box if the address differs from the address on the envelope sent to you. If address differs from above, please provide the name and address where notices should be sent: Creditor Name: Address: a previously filed claim, dated City/St/Zip: ____________ 1. Total Amount of Claim as of Date Case Filed: $ ______________ $_______________ $__________________ $_________________ (Unsecured) (Secured) (Priority) (Total) If all or part of your claim is secured or entitled to priority, also complete Item 4, 5, or 6 below. Check this box if your claim includes interest or other charges in addition to the principal amount of the claim. Attach itemized statement of all interest or additional charges. 2. Basis for Claim: ______________________________ (See instruction #2 on reverse side.) 3. Account or other number by which creditor identifies debtor: ____________________ 3a. Debtor may have scheduled account as: __________________ (See instruction #3a on reverse side.) 4. Secured Claim. (See instruction #4 on reverse side.) 5. Unsecured Priority Claim. Check this box if you have an unsecured priority claim. Check this box if your claim is secured by a lien of property or a right of Specify the priority of the claim: setoff and provide the requested information. Nature of property of right of setoff: Real Estate Describe: Motor Vehicle Other________________ Administrative expenses arising under 11 U.S.C. 503(b)(9) for the value of any goods received by the debtor within 20 days before the Petition Date - 11 U.S.C. 507(a)(2). Value of goods entitled to priority $ _______ Wages, salaries, or commissions (up to $11,725), earned within 180 days before filing of the bankruptcy petition or cessation of the debtors business, whichever is earlier - 11 U.S.C. 507(a)(4). Contributions to an employee benefit plan 11 U.S.C. 507(a)(5). Amount of arrearage and other charges as of time case filed included in secured claim, if any: $__________ Basis for perfection: ________________ Taxes or penalties owed to governmental units - 11 U.S.C. 507(a)(8). Amount of Secured Claim: $ _______ Other Specify applicable paragraph of 11 U.S.C. 507(a)(__). 6. Unsecured Nonpriority Claim $ ______________________ Check this box if: (a) there is no collateral or lien securing your claim; (b) your claim exceeds the value of the property securing it, or if (c) none or only part of your claim is entitled to priority. Amount entitled to Priority: $ _______ Up to $ 2,600 of deposits toward purchase, lease, rental of property or services, or the purchase of services for personal, family, or household use - 11 U.S.C. 507(a)(7). Telephone Number: replaces amends

THIS SPACE IS FOR COURT USE ONLY Check here if this claim

Value of Collateral: $___________ Annual Interest Rate:$__________

Amount of Unsecured Claim: $ _______ 7. Credits: The amount of all payments on this claim has been credited and deducted for the purpose of making this proof of claim. 8. Supporting Documents: Attach all copies of supporting documents, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, court judgments, mortgages, security agreements, and evidence of perfection of lien. DO NOT SEND ORIGINAL DOCUMENTS. 9. Date-Stamped Copy: To receive an acknowledgment of the filing of your claim, enclose a stamped, self-addressed envelope and copy of this proof of claim. Date: Signature: The person filing this claim must sign it. Sign and print the name and title, if any, of the creditor or other person authorized to file this claim and state the address and telephone number if different from the notice address above. Attach copy of power of attorney, if any.

THIS SPACE IS FOR COURT USE ONLY

Penalty for presenting fraudulent claim: Fine of up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. 152 and 3571. K&E 17556092

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INSTRUCTIONS FOR PROOF OF CLAIM FORM

Exhibit C

The instructions and definitions below are general explanations of the law. In particular types of cases or circumstances, such as bankruptcy cases that are not filed voluntarily by a debtor, there may be exceptions to these general rules. Items to be completed in Proof of Claim form (if not already filled in) Court, Name of Debtor, and Case Number: 5. Unsecured Priority Claim Fill in the name of the federal judicial district where the bankruptcy Check the appropriate place if you have an unsecured priority claim, case was filed (for example, Southern District of New York), the and state the amount entitled to priority. (See DEFINITIONS, name of the debtor in the bankruptcy case, and the bankruptcy case below). A claim may be party priority and partly nonpriority if, for number. If you received a notice of the case from the court, all of example, the claim is for more than the amount given priority by the this information is near the top of the notice. law. Check the appropriate place to specify the type of priority claim. Claims entitled to administrative priority under 11 U.S.C. Information about Creditor: Complete the section giving the name, address, and telephone 503(b)(9) should be asserted by filling in the appropriate number of the creditor to whom the debtor owes money or property, information on this proof of claim form. All other administrative and the debtors account number, if any. If anyone else has already claims must be asserted by an appropriate request under 11 U.S.C. filed a proof of claim form relating to this debt, if you never received 503(a) and should not be asserted on this proof of claim form. notices from the bankruptcy court about this case, if your address 6. Unsecured Nonpriority Claim differs from that to which the court sent notice, or if this proof of Check the appropriate place if you have an unsecured nonpriority claim form replaces or changes a proof of claim form that was claim, sometimes referred to as a general unsecured claim. (See already filed, check the appropriate box on the form. DEFINITIONS, below). If your claim is partly secured and partly unsecured, state here the amount that is unsecured. If part of your 1. Total Amount of Claim as of Date Case Filed State the total amount owed to the creditor on the date of the claim is entitled to priority, state here the amount not entitled to bankruptcy filing. Follow the instructions concerning whether to priority. complete items 4, 5, and 6. Check the box if interest or other charges 7. Credits: are included in the claim. By signing this proof of claim form, you are stating under oath that in calculating the amount of your claim you have given the debtor credit 2. Basis for Claim: Check the type of debt for which the proof of claim form is being for all payments received from the debtor. filed. Examples include goods sold, money loaned, services 8. Supporting Documents: performed, personal injury/wrongful death, and mortgage. You must attach to this proof of claim form copies of documents that show the debtor owes the debt claimed or, if the documents are too 3. Account or Other Number by which Creditor identifies Debtor State only the last four digits of the debtors account or other number lengthy, a summary of those documents. If documents are not used by the creditor to identify the debtor. available, you must attach an explanation of why they are not available. Do not send originals, as attachments may be destroyed 3a. Debtor May Have Scheduled Account As after scanning. Use the space to report a change in the creditors name, a transferred claim, or any other information that clarifies a difference between Date and signature: The person filing this proof of claim form must sign and date it. this proof of claim form and the claim scheduled by the debtor. FRBP 9011. Print the name and title, if any, of the creditor or other 4. Secured Claim person authorized to file this claim. State the filers address and Check the appropriate place if the claim is a secured claim. You telephone number if it differs from the address given on the top of the must state the type and value of property that is collateral for the form for purposes of receiving notices. Attach a complete copy of claim, attach copies of the documentation of your lien, and state the any power of attorney. Criminal penalties apply for making a false amount past due on the claim as of the date the bankruptcy case was statement on a proof of claim form. filed. A claim may be partly secured and partly unsecured. (See DEFINITIONS, below). DEFINITIONS Debtor The person, corporation, or other entity that has filed a bankruptcy case is called the debtor. Creditor A creditor is any person, corporation, or other entity to whom the debtor owed a debt on the date that the bankruptcy case was filed. Proof of Claim Form A form telling the bankruptcy court how much the debtor owed a creditor at the time the bankruptcy case was filed (the amount of the creditors claim). This form must be filed as set forth in the Notice of Deadlines and Procedures for Filing Proofs of Claim. Secured Claim A claim is a secured claim to the extent that the creditor has a lien on property of the debtor (collateral) that gives the creditor the right to be paid from that property before creditors who do not have liens on the property. Examples of liens are a mortgage on real estate and a security interest in a car, truck, boat, television set, or other item of property. A lien may have been obtained through a court proceeding before the bankruptcy case began; in some states a court judgment is a lien. In addition, to the extent a creditor also owes money to the debtor (has a right of setoff), the creditors claim may be a secured claim. (See also Unsecured Claim.) Unsecured Claim If a claim is not a secured claim it is an unsecured claim. A claim may be partly secured and partly unsecured if the property on which a creditor has a lien is not worth enough to pay the creditor in full. Unsecured Priority Claim Certain types of unsecured claims are given priority, so they are to be paid in bankruptcy cases before most other unsecured claims (if there is sufficient money or property available to pay these claims). The most common types of priority claims are listed on the proof of claim form. Unsecured claims that are not specifically given priority status by the bankruptcy laws are classified as Unsecured Nonpriority Claims.

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Exhibit C Proposed Bar Date Notice

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF DEADLINES AND PROCEDURES FOR FILING PROOFS OF CLAIM 1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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Exhibit C

TO:

ALL KNOWN PERSONS AND ENTITIES THAT HOLD OR WISH TO ASSERT CLAIMS AGAINST ANY OF THE DEBTORS IN THE ABOVE-CAPTIONED CHAPTER 11 CASES:

PLEASE TAKE NOTICE that on July 19, 2010 (the Petition Date), Innkeepers USA Trust (Innkeepers) and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Court) (collectively, the Chapter 11 Cases). The Debtors and their federal tax identification numbers are listed with their corresponding Chapter 11 Case numbers on Exhibit A. PLEASE TAKE FURTHER NOTICE that on or around September 1, 2010, the Debtors filed their statements of financial affairs and schedules of assets and liabilities, current income and expenditures, and executory contracts and unexpired leases as required by section 521 of the Bankruptcy Code (collectively, the Schedules). PLEASE TAKE FURTHER NOTICE that on , 2010, the Court entered an order [Docket No. ] in the Chapter 11 Cases (the Bar Date Order). Pursuant to the Bar Date Order, all persons (as defined in section 101(41) of the Bankruptcy Code) and entities (as defined in section 101(15) of the Bankruptcy Code), including, without limitation, individuals, partnerships, corporations, joint ventures, and trusts, (such persons and entities, collectively, the Entities and each, an Entity), other than governmental units, holding or wishing to assert a claim (as defined in section 101(5) of the Bankruptcy Code) against any of the Debtors that arose prior to the Petition Date, including any claim arising under section 503(b)(9) of the Bankruptcy Code (each a Claim, and collectively, the Claims), shall file proof of such Claim in writing so that it is actually received on or before October 29, 2010 (the General Bar Date), or be barred from doing so. All governmental units (as defined in section 101(27) of the Bankruptcy Code) holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before January 18, 2011 (the Governmental Unit Bar Date), or be barred from doing so. Except as otherwise set forth in any order authorizing rejection of an executory contract or unexpired lease, all Entities holding or wishing to assert a Claim relating to the Debtors rejection of an executory contract or unexpired lease shall file proof of such Claim in writing so that it is actually received on or before 30 days after the date of the entry of any order authorizing the rejection of such contract or lease (the Rejection Claim Bar Date), or be barred from doing so. If the Debtors amend or supplement their Schedules subsequent to the date hereof, the Debtors shall give notice of any amendment or supplement to Entities holding Claims directly affected thereby, and such Entities holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before 30 days from the date of service of such notice (the Amended Schedule Bar Date and, together with the General Bar Date, the Governmental Unit Bar Date, and the Rejection Claim Bar Date, the Bar Dates), or be barred from doing so.

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Exhibit C

1.

Who Must File a Proof of Claim

You MUST file a proof of Claim to vote on a chapter 11 plan filed by the Debtors or to share in distributions from the Debtors bankruptcy estates if you have a Claim that arose prior to the Petition Date, and it is not one of the types of Claims described under the heading Who Need Not File a Proof of Claim below. Claims based on acts or omissions of the Debtors that occurred prior to the Petition Date must be filed on or prior to the applicable Bar Date, even if such Claims are not now fixed, liquidated, or certain or did not mature or become fixed, liquidated, or certain before the Petition Date. Under section 101(5) of the Bankruptcy Code and as used in this notice, the word claim means: (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. 2. What to File

The Debtors are enclosing a proof of Claim form for use in the Chapter 11 Cases; if your Claim is listed on the Schedules, the form also sets forth the amount of your Claim as listed on the Schedules by the Debtors, and whether the Claim is scheduled as disputed, contingent, or unliquidated. You will receive a different proof of Claim form for each Claim scheduled in your name by the Debtors. You may utilize the proof of Claim form(s) provided by the Debtors to file your Claim. Additional proof of Claim forms may be obtained by (i) contacting the Debtors notice and claims agent, Omni Management Group, LLC (the Notice and Claims Agent) and (a) calling (866) 989-6147, (b) emailing innkeepers@omnimgt.com, (c) writing to Innkeepers USA Trust, c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91346-2068, or (d) visiting the Debtors restructuring website at: http://www.omnimgmt.com/innkeepers, or (ii) visiting http://www.uscourts.gov/bkforms. The following procedures for the filing of proofs of Claim asserting Claims against any of the Debtors in the Chapter 11 Cases shall apply: a. Proofs of Claim must: (i) include an original signature, as copies of proofs of Claim or proofs of Claim sent by facsimile or electronic mail will not be accepted; (ii) include supporting documentation (if voluminous, a summary must be attached) or an explanation as to why documentation is not available; (iii) set forth with specificity the legal and factual basis for the alleged Claims; (iv) be in the English language; and (v) be denominated in United States currency; Any proof of Claim asserting a Claim arising under section 503(b)(9) of the Bankruptcy Code (each, a Section 503(b)(9) Claim) must also: 3
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(i) include the value of the goods delivered to and received by the Debtors within 20 days before the Petition Date; (ii) include supporting documentation identifying the particular invoices for which the Section 503(b)(9) Claim is being asserted; and (iii) include documentation of any reclamation demand made to the Debtors under section 546(c) of the Bankruptcy Code (if applicable); and c. Entities who wish to receive proof of receipt of their proofs of Claim from the Notice and Claims Agent or the Clerk must also include with their proof of Claim a copy of their proof of Claim and a self-addressed, stamped envelope.

Entities asserting Claims against more than one Debtor are required to file a separate proof of Claim with respect to each such Debtor. If more than one Debtor is listed on a proof of Claim, the Debtors shall use reasonable efforts to determine the appropriate Debtor against which the Claim should be properly asserted and shall treat the Claim as asserted against such Debtor listed on the proof of Claim. All Entities shall identify on their proof of Claim the holder or holders of the Claim, the particular Debtor against which their Claim is asserted, and the applicable bankruptcy case number for such Debtor. 3. When and Where to File

Each original proof of Claim, including supporting documentation, must be filed in person or via courier service, overnight delivery, or first class U.S. mail, so as to be actually received on or before the applicable Bar Date at either of the following addresses: Innkeepers USA Trust c/o Omni Management Group, LLC 16161 Ventura Boulevard Suite C PMB 606 Encino, California 91436-2068 United States Bankruptcy Court Southern District of New York One Bowling Green, Room 534 New York, New York 10004-1408

ANY PROOF OF CLAIM FILED BY FACSIMILE OR ELECTRONIC MAIL WILL NOT BE ACCEPTED AND WILL NOT BE DEEMED TIMELY FILED. 4. Who Need Not File a Proof of Claim

Entities with the following types of Claims are not required to a file a proof of Claim on or before the Bar Dates: a. any Claim for which a proof of Claim in a form substantially similar to Official Bankruptcy Form No. 10 has already been filed against the Debtors with the Notice and Claims Agent or the Clerk; any Claim listed in the Debtors Schedules or any amendments thereto, which are not (i) therein listed as contingent, unliquidated, disputed, 4
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Exhibit C

or any combination thereof, (ii) disputed by the Entity holding such Claim as to nature, amount, or classification, and (iii) disputed by the Entity holding such Claim as an obligation of the specific Debtor against which the Claim is listed in the Schedules; c. d. e. f. any Claim which heretofore has been allowed by order of the Court; any Claim which has been paid in full by any of the Debtors; any Claim for which specific deadlines have previously been fixed by the Court; any Claim made by any of the Debtors or any direct or indirect whollyowned subsidiary of any of the Debtors holding or wishing to assert a Claim against one or more of the other Debtors; any Claim allowable under section 503(b) and 507(a)(2) of the Bankruptcy Code as an expense of administration of the Debtors estates, with the exception of Section 503(b)(9) Claims, which Section 503(b)(9) Claims shall be subject to the applicable Bar Dates; any Claim made by any Entity holding equity securities of the Debtors solely with respect to such Entitys ownership interest in or possession of such equity securities; provided that any such Entities holding or wishing to assert a Claim against any of the Debtors based on a transaction in the Debtors securities, including, without limitation, Claims for damages or rescission based on the purchase or sale of such securities, must file a proof of such Claim on or prior to the applicable Bar Date; provided further that the Debtors reserve all rights with respect to any such Claims including, inter alia, to assert that such Claims are subject to subordination pursuant to section 510(b) of the Bankruptcy Code; any Claim made by the Representatives relating to their respective Loan Obligations (each, as defined in the 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]); any Claim by any current officer or director for indemnification, contribution, or reimbursement; and any Claim against any non-Debtor affiliate of the Debtors.

g.

h.

i.

j. k.

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Exhibit C

THIS NOTICE IS BEING SENT TO MANY ENTITIES THAT HAVE HAD SOME RELATIONSHIP WITH OR HAVE DONE BUSINESS WITH THE DEBTORS BUT MAY NOT HAVE A CLAIM AGAINST ANY OF THE DEBTORS. THE FACT THAT YOU HAVE RECEIVED THIS NOTICE DOES NOT MEAN THAT YOU HAVE A CLAIM OR THAT THE DEBTORS OR THE COURT BELIEVE THAT YOU HAVE ANY CLAIM AGAINST ANY OF THE DEBTORS. 5. Consequences of Failure to File a Proof of Claim by the Applicable Bar Date

ANY HOLDER OF A CLAIM, INCLUDING A HOLDER OF A SECTION 503(b)(9) CLAIM, THAT IS NOT LISTED IN THIS NOTICE AS AN ENTITY EXCEPTED FROM THE REQUIREMENTS OF THE BAR DATE ORDER AND THAT FAILS TO TIMELY FILE A PROOF OF CLAIM IN THE APPROPRIATE FORM WILL BE BARRED FROM (1) ASSERTING SUCH CLAIM AGAINST THE DEBTORS AND THEIR CHAPTER 11 ESTATES, (2) VOTING ON ANY CHAPTER 11 PLAN FILED IN THE CHAPTER 11 CASES ON ACCOUNT OF SUCH CLAIM AND (3) PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS CASES ON ACCOUNT OF SUCH CLAIM. 6. The Debtors Schedules and Access Thereto

You may be listed as an Entity holding a Claim against one or more of the Debtors in the Debtors Schedules. To determine if and how you are listed on the Schedules, please refer to the descriptions set forth on the enclosed proof of Claim forms regarding the nature, amount, and status of your Claim(s). If you received postpetition payments from the Debtors (as authorized by the Court) on account of your Claim, the enclosed proof of Claim form will reflect the net amount of your Claims. If the Debtors believe that you hold Claims against more than one Debtor, you will receive multiple proof of Claim forms, each of which will reflect the nature and amount of Claim against one Debtor, as listed in the Schedules. If you rely on the Debtors Schedules, it is your responsibility to determine that the Claim is accurately listed in the Schedules; however, you may rely on the enclosed proof of Claim form if it lists your Claim as scheduled and specifies whether the Claim is listed on the Schedules as disputed, contingent, or unliquidated. As set forth above, if you agree with the nature, amount, and status of your Claim as listed in the Debtors Schedules, and if your Claim is not described as disputed, contingent, or unliquidated, you need not file a proof of Claim. Otherwise, or if you decide to file a proof of Claim, you must do so before the applicable Bar Date in accordance with the procedures set forth in this notice. Copies of the Debtors Schedules are available: (a) from the Notice and Claims Agent by (i) calling (866) 989-6147, (ii) emailing innkeepers@omnimgt.com, (iii) writing to Innkeepers USA Trust, c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91346-2068, or (iv) visiting the Debtors restructuring website at: http://www.omnimgmt.com/innkeepers; or (b) for inspection on the Courts Internet Website at 6
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Exhibit C

http://www.nysb.uscourts.gov. A login and password to the Courts Public Access to Electronic Court Records are required to access this information and can be obtained at http://www.pacer.psc.uscourts.gov. Copies of the Schedules may also be examined between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday, at the Office of the Clerk of the Bankruptcy Court, One Bowling Green, Room 511, New York, New York 10004, 300 Quarropas Street, Room 248, White Plains, New York 10601, or 355 Main Street, Poughkeepsie, New York 12601. A holder of a possible Claim against any of the Debtors should consult an attorney regarding any matters not covered by this notice, such as whether the holder should file a proof of Claim. New York, New York Dated: ___________, 2010 BY ORDER OF THE COURT

James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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Exhibit C

Exhibit A
Hotel Property Related Debtor Entity1 Taxpayer Identification Number
75-3249065 30-0424290 65-1313639 30-0424290 65-1313648 30-0424290 65-1313705 32-2299979 65-1313706 30-0424290 20-5561164 38-3759182 26-0639816 30-0424290 65-1313743 30-0424290 65-1313741 30-0424290 65-1313713 30-0424290 65-1313719 30-0424290 65-1313654 30-0424290 65-1313631 32-2299979 65-1313711 32-2299979 65-1313720 32-2299979

Debtor Case Number


10-13875 10-13826 10-13816 10-13826 10-13811 10-13826 10-13828 10-13825 10-13849 10-13826 10-13889 10-13831 10-13893 10-13826 10-13890 10-13826 10-13822 10-13826 10-13833 10-13826 10-13838 10-13826 10-13805 10-13826 10-13820 10-13825 10-13832 10-13825 10-13839 10-13825

Best Western (West Palm Beach, FL) Bulfinch Hotel (Boston, MA) Courtyard by Marriott (Atlantic City, NJ) Courtyard by Marriott (Ft. Lauderdale, FL) Courtyard by Marriott (Montvale, NJ ) Doubletree Guest Suites (Washington, DC) Embassy Suites (Valencia, CA ) Four Points by Sheraton (Ft. Walton Beach, FL) Gatehouse Suites (formerly Residence Inn) (East Lansing, MI) Gatehouse Suites (formerly Residence Inn) (Grand Rapids (Kentwood), MI) Gatehouse Suites (formerly Residence Inn) (Indianapolis, IN) Hampton Inn (Albany, NY) Hampton Inn (Columbia, MD ) Hampton Inn (Germantown, MD) Hampton Inn (Islandia, NY)

Property Owner: Grand Prix West Palm Beach LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Bulfinch LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Atlantic City LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Ft. Lauderdale LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Montvale LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: KPA Washington DC, LLC (f/k/a KPA Washington DC DT, LLC) Operating Lessee: Grand Prix General Lessee LLC Property Owner: KPA/GP Valencia LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: KPA/GP Fort Walton LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix East Lansing LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Grand Rapids LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Indianapolis LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Albany LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Columbia LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Germantown LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Islandia LLC Operating Lessee: Grand Prix Fixed Lessee LLC

Each of the 72 Debtor property owners listed in this chart (the Property Owners) leases (or subleases) its hotel property to one of nine of Innkeepers USA Trusts indirect, wholly-owned taxable REIT subsidiaries, each of which is a Debtor in these Chapter 11 Cases (the Operating Lessees). The Operating Lessees are responsible for paying hotel operating expenses for the respective Property Owners, including personnel costs, franchise royalties and related fees, utility costs, and general repair and maintenance expenses. Generally, the Property Owners remain responsible for ownership costs such as property taxes and insurance, ground rent (where applicable), and capital expenditures. For four of the 72 hotel properties, the Property Owner listed in the chart is a ground lessee (rather than actual fee owner) of the hotel property and the Property Owner subleases the hotel property to an Operating Lessee. These four hotel properties are: Best Western in West Palm Beach, Florida; Courtyard by Marriott in Ft. Lauderdale, Florida; Doubletree Guest Suites in Washington, D.C.; and Hampton Inn in Woburn, Massachusetts.

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Exhibit C

Hotel Property

Related Debtor Entity1

Taxpayer Identification Number


65-1313696 32-2299979 65-1313744 30-0424290 65-1313734 32-2299979 65-1313721 32-2299979 65-131369 32-2299979 65-1313697 32-2299979 65-1313699 30-0424290 20-5446939 35-2299976 20-5410302 32-0205925 65-1313656 30-0424290 65-1313643 32-2299979 65-1313707 32-2299979 65-1313722 32-2299979 65-1313735 32-2299979 20-5561251 38-3759182 75-3249061 30-0424290 65-1313740 32-2299979 65-1313653 32-2299979 65-1313651 32-2299979 65-1313649 32-2299979 65-1313650 32-2299979 65-1313645 32-2299979 65-1313642 32-2299979 65-1313641 32-2299979 65-1313638 32-2299979 65-1313634

Debtor Case Number


10-13844 10-13825 10-13892 10-13826 10-13853 10-13825 10-13867 10-13825 10-13876 10-13825 10-13877 10-13825 10-13879 10-13826 10-13881 10-13854 10-13882 10-13807 10-13804 10-13826 10-13813 10-13825 10-13823 10-13825 10-13840 10-13825 10-13852 10-13825 10-13887 10-13831 10-13871 10-13826 10-13803 10-13825 10-13806 10-13825 10-13808 10-13825 10-13810 10-13825 10-13809 10-13825 10-13812 10-13825 10-13814 10-13825 10-13815 10-13825 10-13817 10-13825 10-13818

Hampton Inn (Lombard, IL) Hampton Inn (Louisville, KY) Hampton Inn (Naples, FL) Hampton Inn (Schaumburg, IL) Hampton Inn (Westchester, IL) Hampton Inn (Willow Grove, PA) Hampton Inn (Woburn, MA) Hilton (Ontario, CA) Hilton Suites (Anaheim, CA ) Hyatt Summerfield Suites (Addison, TX) Hyatt Summerfield Suites (Belmont, CA) Hyatt Summerfield Suites (El Segundo, CA) Hyatt Summerfield Suites (Irving (Las Colinas), TX) Hyatt Summerfield Suites (Mt. Laurel, NJ) Homewood Suites (San Antonio, TX ) Independent Hotel (formerly Residence Inn) (Troy (Central), MI) Residence Inn (Addison, TX) Residence Inn (Altamonte Springs, FL) Residence Inn (Arlington, TX) Residence Inn (Atlanta (Downtown), GA) Residence Inn (Atlanta (Peachtree Corners), GA) Residence Inn (Bellevue, WA) Residence Inn (Binghamton, NY) Residence Inn (Bothell, WA) Residence Inn (Campbell, CA) Residence Inn

Property Owner: Grand Prix Lombard LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: KPA/GP Louisville (HI) LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Naples LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Schaumburg LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Westchester LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Willow Grove LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Woburn LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: KPA HI Ontario LLC Operating Lessee: Grand Prix Ontario Lessee, LLC Property Owner: KPA HS Anaheim, LLC Operating Lessee: Grand Prix Anaheim Orange Lessee LLC Property Owner: Grand Prix Addison (SS) LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Belmont LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix El Segundo LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Las Colinas LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Mt. Laurel LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: KPA San Antonio, LLC (f/k/a KPA San Antonio HS, LLC) Operating Lessee: Grand Prix General Lessee LLC Property Owner: Grand Prix Troy (Central) LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Addison (RI) LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Altamonte LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Arlington LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Atlanta LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Atlanta (Peachtree Corners) LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Bellevue LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Binghamton LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Bothell LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Campbell / San Jose LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Cherry Hill LLC

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Exhibit C

Hotel Property

Related Debtor Entity1

Taxpayer Identification Number


32-2299979 65-1313630 32-2299979 65-1313701 32-2299979 65-1313703 32-2299979 65-1313704 30-0424290 20-5446706 37-1544960 65-1313709 32-2299979 65-1313716 30-0424290 65-1313725 32-2299979 65-1313730 32-2299979 65-1313700 32-2299979 65-1313702 32-2299979 75-3249062 30-0424290 65-1313737 32-2299979 65-1313733 30-0424290 20-5446804 30-0424287 65-1313732 32-2299979 65-1313731 32-2299979 65-1313729 32-2299979 65-1313633 32-2299979 65-1313726 32-2299979 65-1313724 32-2299979 65-1313723 32-2299979 75-3249063 32-2299979 65-1313718 32-2299979 65-1313714

Debtor Case Number


10-13825 10-13821 10-13825 10-13824 10-13825 10-13827 10-13825 10-13829 10-13826 10-13885 10-13860 10-13830 10-13825 10-13834 10-13826 10-13841 10-13825 10-13843 10-13825 10-13845 10-13825 10-13846 10-13825 10-13872 10-13826 10-13851 10-13825 10-13855 10-13826 10-13886 10-13861 10-13856 10-13825 10-13857 10-13825 10-13858 10-13825 10-13819 10-13825 10-13864 10-13825 10-13865 10-13825 10-13866 10-13825 10-13874 10-13825 10-13868 10-13825 10-13869

(Cherry Hill, NJ) Residence Inn (Denver (Downtown), CO) Residence Inn (Englewood (Denver), CO) Residence Inn (Fremont, CA) Residence Inn (Ft. Wayne, IN) Residence Inn (Garden Grove, CA) Residence Inn (Germantown (Gaithersburg), MD) Residence Inn (Harrisburg, PA) Residence Inn (Lexington, KY) Residence Inn (Livonia (Detroit), MI) Residence Inn (Louisville, KY) Residence Inn (Lynnwood, WA) Residence Inn (Madison Heights (Troy (SE)), MI) Residence Inn (Mountain View, CA) Residence Inn (Ontario, CA) Residence Inn (San Diego (Mission Valley), CA) Residence Inn (Scarborough (Portland), ME) Residence Inn (Richmond (Northwest), VA) Residence Inn (Richmond (West), VA) Residence Inn (Rosemont (Chicago/OHare), IL) Residence Inn (Saddle River, NJ) Residence Inn (San Jose, CA) Residence Inn (San Mateo, CA) Residence Inn (Seattle (Tukwila), WA) Residence Inn (Shelton, CT) Residence Inn

Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Denver LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Englewood / Denver South LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Fremont LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Ft. Wayne LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: KPA RIGG, LLC Operating Lessee: Grand Prix RIGG Lessee LLC Property Owner: Grand Prix Gaithersburg LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Harrisburg LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Lexington LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Livonia LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Louisville (RI) LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Lynnwood LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Troy (SE) LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Mountain View LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Ontario LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: KPA RIMV, LLC Operating Lessee: Grand Prix RIMV Lessee, LLC Property Owner: Grand Prix Portland LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Richmond (Northwest) LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Richmond LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Chicago LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Saddle River LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix San Jose LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix San Mateo LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Tukwila LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Shelton LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Sili I LLC

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Hotel Property

Related Debtor Entity1

Taxpayer Identification Number


32-2299979 65-1313712 32-2299979 20-5561327 38-3759182 65-1313698 32-2299979 26-0492496 30-0424290 65-1313728 32-2299979 65-1313738 30-0424290 26-1925992 32-0205925 32-2299979 30-0424290 38-3759182 41-2239317 65-1027254 36-4610252 32-0205924 35-2299972 30-0424285 35-2299976 37-1544960 30-0424287 38-3759180 04-3750715 65-0493956 41-6563554 20-2162887 65-1177426

Debtor Case Number


10-13825 10-13870 10-13825 10-13888 10-13831 10-13878 10-13825 10-13862 10-13826 10-13835 10-13825 10-13850 10-13826 10-13801 10-13807 10-13825 10-13826 10-13831 10-13793 10-13837 10-13847 10-13798 10-13796 10-13848 10-13854 10-13860 10-13861 10-13799 10-13880 10-13794 10-13800 10-13883 10-13884

(Sunnyvale (Silicon Valley I), CA) Residence Inn (Sunnyvale (Silicon Valley II), CA) Residence Inn (Vienna (Tysons Corner), VA) Residence Inn (Windsor (Hartford), CT) Sheraton (Rockville, MD) TownePlace Suites (Horsham, PA) Westin (Morristown, NJ) Not Applicable

Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Sili II LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: KPA Tysons Corner RI, LLC Operating Lessee: Grand Prix General Lessee LLC Property Owner: Grand Prix Windsor LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Rockville LLC Operating Lessee: Grand Prix Floating Lessee LLC Property Owner: Grand Prix Horsham LLC Operating Lessee: Grand Prix Fixed Lessee LLC Property Owner: Grand Prix Morristown LLC Operating Lessee: Grand Prix Floating Lessee LLC GP AC Sublessee LLC Grand Prix Anaheim Orange Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee LLC Grand Prix General Lessee LLC Grand Prix Holdings LLC Grand Prix IHM, Inc. (f/k/a Innkeepers Hospitality Management, Inc.) Grand Prix Mezz Borrower Fixed, LLC Grand Prix Mezz Borrower Floating, LLC Grand Prix Mezz Borrower Floating 2, LLC Grand Prix Mezz Borrower Term LLC Grand Prix Ontario Lessee LLC Grand Prix RIGG Lessee LLC Grand Prix RIMV Lessee LLC Grand Prix Term Lessee LLC Innkeepers Financial Corporation Innkeepers USA Limited Partnership Innkeepers USA Trust (f/k/a Grand Prix Acquisition Trust) KPA Leaseco Holding Inc. KPA Leaseco, Inc.

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Exhibit D Proposed Publication Notice

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Joint Administration Requested

NOTICE OF DEADLINES AND PROCEDURES FOR FILING PROOFS OF CLAIM 1


PLEASE TAKE NOTICE THAT on ___, 2010, the Court entered an order approving the Debtors Application for Entry of an Order Establishing Deadlines and Procedures for Filing Proofs of Claim and Approving the Form and Manner of Notice Thereof [Docket No. ____] (the Bar Date Order) in the above-captioned cases. A copy of the Bar Date Order can be accessed at the Debtors restructuring website, http://www.omnimgmt.com/innkeepers. The Bar Date Order requires all persons (as defined in section 101(41) of the Bankruptcy Code) and entities (as defined in section 101(15) of the Bankruptcy Code), including, without limitation, individuals, partnerships, corporations, joint ventures, and trusts, (such persons and entities, collectively, the Entities and each, an Entity) holding or wishing to assert a claim that arose prior to the Petition Date against the Debtors (each, a Claim and collectively, the Claims), to submit proof of such Claim so as to be actually received by Omni Management Group, LLC, the Debtors notice and claims agent (the Notice and Claims Agent) or the Clerk of the Bankruptcy Court for the Southern District of New York (the Clerk), on or before a certain date (the Bar Dates). Set forth below are the Bar Dates: General Bar Date: All Entities, other than governmental units, holding or wishing to assert a Claim must submit proof of such Claim so as to be actually received by the Notice and Claims Agent or the Clerk by October 29, 2010 (the General Bar Date), or be barred from doing so. Entities, other than governmental units, holding or wishing to assert a Claim arising under section 503(b)(9) of the Bankruptcy Code must also submit proof of such Claim so as to be actually received by the Notice and Claims Agent or the Clerk by the General Bar Date, or be barred from doing so. Governmental Bar Date: All governmental units holding or wishing to assert a Claim must submit proof of such Claim so to be actually received by the Notice and Claims Agent or the Clerk by January 18, 2011 (the Governmental Bar Date), or be barred from doing so. Rejection Bar Date: Except as otherwise set forth in any order authorizing rejection of an executory contract or unexpired lease, all Entities holding or wishing to assert a Claim relating to the Debtors rejection of an executory contract or unexpired lease shall file proof of such Claim in writing so that it is actually received by the Notice and Claims Agent or the Clerk on or before 30 days after the date of the entry of any order authorizing the rejection of such contract or lease (the Rejection Claim Bar Date), or be barred from doing so. Amended Schedule Bar Date: If the Debtors amend or supplement their Schedules subsequent to the date hereof, the Debtors shall give notice of any amendment or supplement to Entities holding Claims directly affected
1

The Debtors in the Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are listed at http://www.omnimgmt.com/innkeepers or may be obtained by contacting Omni Management Group LLC pursuant to the instructions set forth in the section entitled Additional Information below.

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thereby, and such Entities holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received by the Notice and Claims Agent or the Clerk on or before 30 days from the date of service of such notice (the Amended Schedule Bar Date and, together with the General Bar Date, the Governmental Unit Bar Date, and the Rejection Claim Bar Date, the Bar Dates), or be barred from doing so. Filing a Proof of Claim. All Proofs of Claim must be submitted so as to be actually received no later than the applicable Bar Date at either of the following addresses: Innkeepers USA Trust c/o Omni Management Group, LLC 16161 Ventura Boulevard Suite C PMB 606 Encino, California 91436-2068 United States Bankruptcy Court Southern District of New York One Bowling Green, Room 534 New York, New York 10004-1408

Contents of Proofs of Claim. Each proof of Claim must: (i) include an original signature, as copies of proofs of Claim or proofs of Claim sent by facsimile or electronic mail will not be accepted; (ii) include supporting documentation (if voluminous, a summary must be attached) or an explanation as to why documentation is not available; (iii) set forth with specificity the legal and factual basis for the alleged Claim; (iv) be in the English language; and (v) be denominated in United States currency. Section 503(b)(9) Claims. Vendors and suppliers of goods may be entitled to request an administrative expense priority claim under section 503(b)(9) of the Bankruptcy Code to the extent they delivered, and the Debtors received, goods within 20 days before the Petition Date. The Court has deemed the filing of a proof of Claim as satisfying the procedural requirements for asserting such a Claim under section 503(b)(9) of the Bankruptcy Code. In addition to the other requirements set forth above, any proof of Claim asserting a section 503(b)(9) Claim must (i) include the value of the goods delivered to and received by the Debtors within the 20 days before the Petition Date; (ii) include supporting documentation identifying the particular invoices for which the section 503(b)(9) Claim is being asserted; and (iii) include documentation of any reclamation demand made to the Debtors under section 546(c) of the Bankruptcy Code (if applicable). Receipt of Service. Entities who wish to receive proof of receipt of their proofs of Claim from the Notice and Claims Agent or the Clerk must also include with their proof of Claim a copy of their proof of Claim and a selfaddressed, stamped envelope. Consequences of Failing to Timely Submit Your Proof of Claim. ANY HOLDER OF A CLAIM, INCLUDING A HOLDER OF A SECTION 503(b)(9) CLAIM, THAT IS NOT AN ENTITY EXCEPTED FROM THE REQUIREMENTS OF THE BAR DATE ORDER AND THAT FAILS TO TIMELY FILE A PROOF OF CLAIM IN THE APPROPRIATE FORM WILL BE BARRED FROM (1) ASSERTING SUCH CLAIM AGAINST THE DEBTORS AND THEIR CHAPTER 11 ESTATES, (2) VOTING ON ANY CHAPTER 11 PLAN FILED IN THE CHAPTER 11 CASES ON ACCOUNT OF SUCH CLAIM AND (3) PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS CASES ON ACCOUNT OF SUCH CLAIM. Reservation of Rights. Nothing contained in this notice is intended to or should be construed as a waiver of the Debtors rights to: (a) dispute and assert offsets or defenses against any filed Claim or any Claim listed or reflected in the Schedules as to amount, liability, priority, status, classification, or otherwise of such Claim; (b) subsequently designate any Claim listed in the Schedules as disputed, contingent, unliquidated, or any combination thereof; (c) object to the extent, validity, enforceability, priority, or avoidability of any Claim listed in the Schedules. Additional Information. If you have any questions regarding the Claims process or if you wish to obtain a copy of the Bar Date Order (which contains a more detailed description of the requirements for filing proofs of Claim), a proof of Claim form or related documents you may do so (a) by calling the Notice and Claims Agent at (866) 9896147; (b) by emailing innkeepers@omnimgt.com; (c) by writing to Innkeepers USA Trust, c/o Omni Management

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Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91346-2068; or (d) by accessing the Debtors restructuring website at http://www.omnimgmt.com/innkeepers. Please note that the Notice and Claims Agent cannot advise you how to file, or whether you should file, a proof of Claim.

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EXHIBIT D

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

ORDER ESTABLISHING DEADLINES AND PROCEDURES FOR FILING PROOFS OF CLAIM AND APPROVING THE FORM AND MANNER OF NOTICE THEREOF1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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Upon the Application (the Application)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) establishing deadlines and procedures for creditors to file proofs of claim in the Chapter 11 Cases, (b) approving the form and manner of notice thereof, and (c) granting such other relief as is just and proper, all as more fully set forth in the Application; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Application having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Application is granted to the extent provided herein. Except as otherwise provided herein, all persons (as defined in section 101(41) of

the Bankruptcy Code) and entities (as defined in section 101(15) of the Bankruptcy Code), including, without limitation, individuals, partnerships, corporations, joint ventures, and trusts, (such persons and entities, collectively, the Entities and each, an Entity) holding or wishing to assert a claim (as defined in section 101(5) of the Bankruptcy Code) against any of the Debtors that arose prior to July 19, 2010 (the Petition Date), including any claim arising under section 503(b)(9) of the Bankruptcy Code (each a Claim, and collectively, the Claims), shall file proof of such Claim in writing so that it is actually received on or before October 29, 2010 (the General Bar Date), which date is no less than 35 days after service of
2

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

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the Bar Date Notice (as defined below), by Omni Management Group, LLC (the Notice and Claims Agent) or the Clerk of the Bankruptcy Court for the Southern District of New York (the Clerk) in accordance with this Order, or be barred from doing so. 3. Notwithstanding any other provision of this Order, all governmental units (as

defined in section 101(27) of the Bankruptcy Code) holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before January 18, 2011 (the Governmental Unit Bar Date), which date is no less than 180 days after the Petition Date, by the Notice and Claims Agent or the Clerk in accordance with this Order, or be barred from doing so. 4. Except as otherwise set forth in any order authorizing rejection of an executory

contract or unexpired lease, all Entities holding or wishing to assert a Claim relating to the Debtors rejection of an executory contract or unexpired lease shall file proof of such Claim in writing so that it is actually received on or before 30 days after the date of the entry of any order authorizing the rejection of such contract or lease (the Rejection Claim Bar Date) by the Notice and Claims Agent or the Clerk in accordance with this Order, or be barred from doing so. 5. If the Debtors amend or supplement their Schedules subsequent to the date hereof,

the Debtors shall give notice of any amendment or supplement to Entities holding Claims directly affected thereby, and such Entities holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before 30 days from the date of service of such notice (the Amended Schedule Bar Date and, together with the General Bar Date, the Governmental Unit Bar Date, and the Rejection Claim Bar Date, the Bar Dates), by the Notice and Claims Agent or the Clerk in accordance with this Order, or be barred from doing so.

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6.

The following procedures for the filing of proofs of Claim asserting Claims

against any of the Debtors in the Chapter 11 Cases shall apply: a. Proofs of Claim must: (i) include an original signature, as copies of proofs of Claim or proofs of Claim sent by facsimile or electronic mail will not be accepted; (ii) include supporting documentation (if voluminous, a summary must be attached) or an explanation as to why documentation is not available; (iii) set forth with specificity the factual and legal basis for the alleged Claim; (iv) be in the English language; and (v) be denominated in United States currency; Any proof of Claim asserting a Section 503(b)(9) Claim must also: (i) include the value of the goods delivered to and received by the Debtors within 20 days before the Petition Date; (ii) include supporting documentation identifying the particular invoices for which the Section 503(b)(9) Claim is being asserted; and (iii) include documentation of any reclamation demand made to the Debtors under section 546(c) of the Bankruptcy Code (if applicable); Entities who wish to receive proof of receipt of their proofs of Claim from the Notice and Claims Agent or the Clerk must also include with their proof of Claim a copy of their proof of Claim and a self-addressed, stamped envelope; Each original proof of Claim, including supporting documentation, must either be filed in person or via courier service, overnight delivery, or first class U.S. mail so as to be actually received on or before the applicable Bar Date in accordance with the procedures set forth herein by either (i) the Notice and Claims Agent at Innkeepers USA Trust, c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436-2068, or (ii) the Clerk at Office of the Clerk of the Bankruptcy Court, One Bowling Green, Room 534, New York, New York 10004-1408; and Proofs of Claim will be deemed filed only when received by the Notice and Claims Agent or the Clerk in accordance with the procedures set forth herein.

b.

c.

d.

e.

7.

Entities asserting Claims against more than one Debtor shall be required to file a

separate proof of Claim with respect to each such Debtor. If more than one Debtor is listed on a proof of Claim, the Debtors shall use reasonable efforts to determine the appropriate Debtor against which the Claim should be properly asserted and shall treat the Claim as asserted against

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such Debtor listed on the proof of Claim. All Entities shall identify on their proof of Claim the holder or holders of the Claim and the particular Debtor against which their Claim is asserted and the applicable bankruptcy case number for such Debtor. 8. Entities with the following types of Claims are not required to a file a proof of

Claim on or before the applicable Bar Dates: a. any Claim for which a proof of Claim in a form substantially similar to Official Bankruptcy Form No. 10 has already been filed against the Debtors with the Notice and Claims Agent or the Clerk; any Claim listed in the Debtors Schedules or any amendments thereto, which are not (i) therein listed as contingent, unliquidated, disputed, or any combination thereof, (ii) disputed by the Entity holding such Claim as to nature, amount, or classification, and (iii) disputed by the Entity holding such Claim as an obligation of the specific Debtor against which the Claim is listed in the Schedules; any Claim which heretofore has been allowed by order of the Court; any Claim which has been paid in full by any of the Debtors; any Claim for which specific deadlines have previously been fixed by the Court; any Claim made by any of the Debtors or any direct or indirect whollyowned subsidiary of any of the Debtors holding or wishing to assert a Claim against one or more of the other Debtors; any Claim allowable under section 503(b) and 507(a)(2) of the Bankruptcy Code as an expense of administration of the Debtors estates, with the exception of Section 503(b)(9) Claims, which Section 503(b)(9) Claims shall be subject to the applicable Bar Dates; any Claim made by any Entity holding equity securities of the Debtors solely with respect to such Entitys ownership interest in or possession of such equity securities; provided that any such Entities holding or wishing to assert a Claim against any of the Debtors based on a transaction in any of the Debtors securities, including, without limitation, Claims for damages or rescission based on the purchase or sale of such securities, must file a proof of such Claim on or prior to the applicable Bar Date; provided further that the Debtors reserve all rights with respect to any such Claims including, inter alia, to assert that such Claims are subject to subordination pursuant to section 510(b) of the Bankruptcy Code; 5
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b.

c. d. e. f.

g.

h.

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i.

any Claim made by the Representatives relating to their respective Loan Obligations (each, as defined in the 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]); any Claim by any current officer or director for indemnification, contribution, or reimbursement; and any Claim against any non-Debtor affiliate of the Debtors.

j. k. 9.

The filing of a proof of Claim shall be deemed to satisfy the procedural

requirements for the assertion of administrative priority claims under section 503(b)(9) of the Bankruptcy Code.3 10. Nothing in this Order shall prejudice the right of the Debtors or any other party in

interest to dispute or assert offsets or defenses to any Claim listed in the Schedules. 11. Pursuant to Bankruptcy Rule 3003(c)(2), any Entity that is required to file a proof

of Claim in the Chapter 11 Cases but that fails to do so by the applicable Bar Date shall be forever barred, estopped, and enjoined from: (a) asserting any Claim against any of the Debtors that such Entity has that (i) is in an amount that exceeds the amount, if any, that is set forth in the Schedules or (ii) is of a different nature or in a different classification than is set forth in the Schedules (any such Claim referred to as an Unscheduled Claim); and (b) voting upon, or receiving distributions under, any chapter 11 plan in the Chapter 11 Cases in respect of an Unscheduled Claim; and the Debtors and their property shall be forever discharged from any and all indebtedness or liability with respect to all such Unscheduled Claims.

Nothing herein is intended to preclude any party from filing a request with the Court for payment of administrative claims pursuant to section 503 of the Bankruptcy Code; provided, however, that requests for payment of section 503(b)(9) claims will be considered timely only if they are filed by the General Bar Date, or if applicable, the Governmental Unit Bar Date.

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12.

The Debtors shall mail one or more proof of Claim forms (as appropriate)

substantially similar to the proof of Claim form attached to the Application as Exhibit B (the Proof of Claim Form), which is hereby approved, indicating on the form how the Debtors have listed such Entitys Claim in the Schedules (including whether the Claim has been scheduled as any of contingent, unliquidated, or disputed). 13. A copy of the notice substantially in the form attached to the Application as

Exhibit C (the Bar Date Notice) is approved and shall be deemed adequate and sufficient notice if served by first-class mail no less than 35 days prior to the General Bar Date on: a. b. c. d. e. f. g. h. i. j. k. l. 14. the U.S. Trustee; counsel to the Creditors Committee; all Entities that have requested notice of the proceedings in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002; all Entities that have filed proofs of Claim against the Debtors; all known holders of potential Claims against the Debtors, including all Entities listed in the Schedules as holding Claims; the Debtors prepetition secured lenders or their counsel; counsel to Apollo Investment Corporation; all Entities to the Debtors franchise agreements or their counsel; all Entities to executory contracts and unexpired leases with the Debtors listed in the Schedules; all Entities to litigation with the Debtors; the attorneys general for each of the states in which any of the Debtors conducts a substantial amount of its business operations; and the Internal Revenue Service.

Pursuant to Bankruptcy Rule 2002(f), the Debtors shall publish a form of the

Bar Date Notice substantially in the form attached as Exhibit D to the Application in the national

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Exhibit D

edition of The USA Today on one occasion no less than 28 days before the earliest Bar Date, which publication is hereby approved and shall be deemed good, adequate, and sufficient publication notice of the Bar Dates. 15. Entry of this Order is without prejudice to the right of the Debtors to seek further

orders of the Court fixing a date or dates by which Entities holding or wishing to assert Claims or interests not subject to the Bar Dates established herein must file such proofs of Claim or interest or be barred from doing so. 16. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 17. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 18. The Debtors, the Notice and Claims Agent, and the Clerk are authorized and

empowered to take such steps and perform such acts as may be necessary to implement and effectuate the terms of this Order in accordance with the Application. 19. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Date: September 16, 2010 /s/Shelley C. Chapman United States Bankruptcy Judge

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K&E 17716736