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. (pro hac vice pending) Marc J. Carmel (pro hac vice pending) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-__________(___) Joint Administration Requested

DEBTORS MOTION FOR THE ENTRY OF AN ORDER AUTHORIZING, BUT NOT DIRECTING, THE DEBTORS TO HONOR CERTAIN PREPETITION OBLIGATIONS TO CUSTOMERS AND OTHERWISE CONTINUE CERTAIN CUSTOMER PROGRAMS AND PRACTICES IN THE ORDINARY COURSE OF BUSINESS1
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); (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 motion (this Motion) for the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing, but not directing, the Debtors to honor certain prepetition obligations and otherwise continue certain customer programs and practices in the ordinary course of business and (b) granting such other relief as is just and proper. In support of this Motion, the Debtors respectfully state as follows:2

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 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

Information regarding the Debtors business, the background of these Chapter 11 Cases (as defined herein), and further facts and circumstances supporting this Motion are set forth in the Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings (the First Day Declaration), filed contemporaneously herewith.

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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), 363(b), and

507(a)(7) of title 11 of the United States Code (the Bankruptcy Code). Relief Requested 4. By this Motion, the Debtors seek the entry of an order (a) authorizing, but not

directing, the Debtors to continue to honor certain prepetition obligations to customers in the ordinary course of business and (b) granting such other relief as is just and proper. Background 5. On the date hereof (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 Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in the Chapter 11 Cases, and no committees have been appointed or designated. Concurrently with the filing of this Motion, the Debtors have requested procedural consolidation and joint administration of the Chapter 11 Cases. The Debtors Customer Programs 6. A large part of the Debtors revenue is derived from individual room bookings at

the Debtors hotel properties for short and long-term stays. In addition, the Debtors hotel properties are also reserved for various special events, including weddings and other celebratory

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occasions, business conferences and conventions, and other large local and national functions. For the Debtors customers (collectively, the Customers) to secure a room or event space in the Debtors hotel properties, certain Customers must provide the Debtors with a deposit (collectively, the Customer Deposits), which generally secures a room, or block of rooms, and any catering and other services in connection with a Customers event reservation. The Debtors ability to honor their obligations in connection with the Customer Deposits, including, without limitation, their ability to provide accommodations and certain services related to the Customer Deposits (collectively, the Customer Obligations), is an integral part of the Debtors business and a staple in the hotel industry. 7. Moreover, the Customers are essential to the Debtors business. Maintaining

strong relationships with their Customers is important because the Debtors face increasing pressure and competition from other hotels offering similar hotel room accommodations, event spaces, and packages. The competitive challenges the Debtors face inevitably are exacerbated by the filing of these Chapter 11 Cases, and the Debtors must ease any anxieties the Customers may have that these Chapter 11 Cases will interfere with the Debtors ability to fully meet Customer needs and expectations. 8. The Debtors estimate that they have received approximately $1,100,000 on

account of Customer Obligations as of the Petition Date to be honored in the future. These amounts do not represent out-of-pocket cash costs to the Debtors, as they are honored through hotel stays and other hotel activities. However, out of an abundance of caution, the Debtors seek to continue to honor the Customer Obligations. Absent the relief requested herein, the Debtors would be unable to effectively maintain their Customer relationships, which could cause

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significant harm to the Debtors, their estates, creditors, and all parties in interest at a time when Customer support is critical to the Debtors operations and restructuring effort. Basis for Relief I. 9. Ample Authority Exists To Continue To Honor the Customer Obligations in the Ordinary Course of Business. Courts have authorized payment of prepetition obligations under section 363(b) of

the Bankruptcy Code where a sound business purpose exists for doing so. See, e.g., In re Ionosphere Clubs, Inc., 98 B.R. 174, 175 (Bankr. S.D.N.Y. 1989) (finding that a sound business justification existed to justify payment of certain claims); see also Armstrong World Indus., Inc. v. James A. Phillips, Inc., (In re James A. Phillips, Inc.), 29 B.R. 391, 397 (S.D.N.Y. 1983) (relying on section 363 to allow contractor to pay prepetition claims); In re Tropical Sportswear Intl Corp., 320 B.R. 15, 20 (Bankr. M.D. Fla. 2005) (Bankruptcy courts recognize that section 363 is a source for authority to make critical vendor payments, and section 105 is used to fill in the blanks). 10. In addition, the Court may authorize payment of prepetition claims in appropriate

circumstances based on section 105(a) of the Bankruptcy Code. Section 105(a), which codifies the inherent equitable powers of the bankruptcy court, empowers a bankruptcy court to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. Under section 105(a), courts may permit pre-plan payments of prepetition obligations when essential to the continued operation of a debtors businesses. See In re Just for Feet, Inc., 242 B.R. 821, 825 (D. Del. 1999). Specifically, the Court may use its power under section 105(a) to authorize payment of prepetition obligations pursuant to the necessity of payment rule (also referred to as the doctrine of necessity). See Ionosphere Clubs, 98 B.R. at 176 (Bankr. S.D.N.Y. 1989). A bankruptcy courts use of its equitable powers to authorize the 5
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payment of prepetition debt when such payment is needed to facilitate the rehabilitation of the debtor is not a novel concept. Id. at 175-176 (citing Miltenberger v. Logansport, C. & S.W. Ry. Co., 106 U.S. 286 (1882)). 11. The doctrine of necessity or the necessity of payment rule has long been

recognized as precedent within the Second Circuit. See In re Ionosphere Clubs, 98 B.R. at 175-176. Today, the rationale for the necessity of payment rulethe rehabilitation of a debtors reorganization casesis the paramount policy and goal of Chapter 11. Id.; see also In re Just For Feet, 242 B.R. 821, 826 (Bankr. D. Del. 1999) (finding that payment of prepetition claims to certain trade vendors was essential to the survival of the debtor during the chapter 11 reorganization); Mich. Bureau of Workers Disability Comp. v. Chateaugay Corp. (In re Chateaugay Corp.), 80 B.R. 279, 287 (S.D.N.Y. 1987) (authorizing payment of prepetition workers compensation claims on grounds that the fundamental purpose of reorganization and equity powers of bankruptcy courts is to create a flexible mechanism that will permit the greatest likelihood of survival of the debtor and payment of creditors in full or at least proportionately); 2 Collier on Bankruptcy, 105.02[4][a] (16th ed. rev. 2009) (discussing cases in which courts have relied on the doctrine of necessity or the necessity of payment rule to pay prepetition claims immediately). 12. This flexible approach is particularly critical where a prepetition creditorhere,

the Customersis vital to the survival of the Debtors business. In In re Structurlite Plastics Corp., 86 B.R. 922, 931 (Bankr. S.D. Ohio 1988), the bankruptcy court stated that a bankruptcy court may exercise its equity powers under 105(a) [of the Bankruptcy Code] to authorize payment of prepetition claims where such payment is necessary to permit the greatest likelihood of survival of the debtors and payment of creditors in full or at least proportionately. Id. The

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court explained that a per se rule proscribing the payment of prepetition indebtedness may well be too inflexible to permit the effectuation of the rehabilitative purposes of the [Bankruptcy] Code. Id. at 932. 13. Authorizing the Debtors to honor prepetition commitments under their Customer

Obligations will allow the Debtors operations to continue without interruption during the pendency of these Chapter 11 Cases. In essence, by this Motion, the Debtors are seeking

authority to continue doing business in the ordinary course. While the Debtors estates and their creditors will not be harmed by the Debtors continued ability to honor the Customer Obligations, the Debtors failure to honor such obligations could lead to the loss of Customer satisfaction, resulting in reduced future bookings. Thus, while honoring the Customer Deposits is of little cost to the Debtors and their estates, failure to honor the Customer Deposits will have a disproportionate impact on the Debtors business. 14. In addition, section 363(c) authorizes a debtor in possession operating its business

pursuant to section 1108 of the Bankruptcy Code to use property of the estate in the ordinary course of business without notice or a hearing. Consequently, the continuation, renewal,

replacement, initiation, and/or termination of their Customer Obligations, in the ordinary course of business, is permitted by sections 363(c), 1107(a), and 1108 of the Bankruptcy Code, without further application to the Court. Out of an abundance of caution, however, the Debtors request the relief described herein. 15. Courts in this jurisdiction and others have consistently granted similar relief

where retaining the loyalty and patronage of customers is critical to a successful reorganization. See, e.g., In re The Readers Digest Assn, Inc., Case No. 09-23529 (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp., Case No. 09-14326 (Bankr. S.D.N.Y. July 31, 2009); In re ION Media

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Networks, Inc., Case No. 09-13125 (Bankr. S.D.N.Y. May 21, 2009); In re Charter Commcns, Inc., Case No. 09-11435 (Bankr. S.D.N.Y. Mar. 30, 2009); In re Steve & Barrys Manhattan LLC, Case No. 08-12579 (Bankr. S.D.N.Y. July 30, 2008); In re DJK Residential LLC, Case No. 08-10375 (Bankr. S.D.N.Y. Feb. 5, 2008); In re Quebecor World (USA) Inc., Case No. 08-10152 (Bankr. S.D.N.Y. Jan. 23, 2008); In re Bally Total Fitness of Greater N.Y., Inc., Case No. 07-12395 (Bankr. S.D.N.Y. Aug. 1, 2007).3 II. 16. The Customer Deposits Are Entitled to Priority Treatment. Pursuant to section 507(a)(7) of the Bankruptcy Code, the Customer Deposits are

entitled to priority treatment for up to $2,600 for each individual who seeks a Customer Deposit claim, arising from the deposit . . . of money in connection with the . . . rental of property . . . for the personal, family, or household use of such individuals, that were not delivered or provided. 11 U.S.C. 507(a)(7). As stated herein, the Debtors Customers provide Customer Deposits to secure their reservation for rentals of rooms and event spaces. Where Customers are individuals, they may be entitled to a priority claim. To the extent such claims for Customer Deposits are afforded priority status, the Debtors would be required to pay these claims in full to confirm a chapter 11 plan. See U.S.C. 1129(a)(9)(B) (requiring payment of allowed unsecured claims for certain deposits under section 507(a)(7)). Thus, honoring obligations in connection with the Customer Deposits at this time reduces the number of priority claims against the Debtors and should not unduly prejudice the rights of other creditors. 17. The Debtors respectfully submit that similar relief is warranted in these The Debtors ability to reorganize and implement their restructuring is

Chapter 11 Cases.

Because of the voluminous nature of the orders cited herein, they are not attached to the Motion. Copies of these orders are available on request of the Debtors counsel.

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dependent upon the continued relationship with their Customers. Hence, the Debtors have sought the relief requested herein to permit their Customers to rest assured that the Debtors reorganization will cause minimal, if any, disruption to the Debtors operations. Motion Practice 18. This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this Motion. Accordingly, the Debtors submit that this Motion satisfies Rule 9013-1(a) of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules). Waiver of Bankruptcy Rules 6004(a) and 6004(h) 19. To implement the foregoing successfully, the Debtors seek a waiver of the notice

requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). The Debtors Reservation of Rights 20. 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 related to the relief requested herein in accordance with applicable non-bankruptcy law. Notice 21. The Debtors have provided notice of this Motion to: (a) the Office of the United

States Trustee for the Southern District of New York; (b) the entities listed on the Consolidated List of Creditors Holding the 50 Largest Unsecured Claims; (c) the Debtors prepetition secured lenders or, if known, their counsel; (d) counsel to the agent for the Debtors proposed

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postpetition secured lenders; (e) counsel to Apollo Investment Corporation; (f) the parties to the Debtors franchise agreements or, if known, their counsel; (g) the attorneys general for each of the States in which any of the Debtors conduct a substantial amount of its business operations; (h) the Internal Revenue Service; and (i) those parties who have formally filed a request for notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002. No Prior Request No prior request for the relief sought in this Motion has been made to this or any other court.

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WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. New York, New York Dated: July 19, 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, 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 Chicago, IL 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 866-2200 Proposed Counsel to the Debtors and Debtors in Possession

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EXHIBIT A Proposed Order

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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-__________(___) Joint Administration Requested

ORDER AUTHORIZING, BUT NOT DIRECTING, THE DEBTORS TO HONOR CERTAIN PREPETITION OBLIGATIONS TO CUSTOMERS AND OTHERWISE CONTINUE CERTAIN CUSTOMER PROGRAMS AND PRACTICES IN THE ORDINARY COURSE OF BUSINESS1

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 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 (continued on next page)

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Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for entry of an order (this Order) authorizing, but not directing, the Debtors to honor certain prepetition obligations to customers and otherwise continue certain customer programs and practices in the ordinary course of business, all as more fully set forth in the Motion; and upon the First Day Declaration; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Debtors having provided appropriate notice of the Motion and the opportunity for a hearing on the Motion under the circumstances; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein before the Court (the Hearing); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is granted to the extent provided herein. The Debtors are authorized, but not directed, to honor and perform the Customer

Obligations and any other obligation relating to the Debtors customary business practice,

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 Motion.

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without regard to whether the Debtors Customer Obligations arose before or after the Petition Date. 3. Nothing in the Motion or this Order, nor as a result of the Debtors performance

of any Customer Obligations pursuant to this Order, shall be deemed or construed as an admission as to the validity or priority of any claim against the Debtors or an approval or assumption of any contract pursuant to section 365 of the Bankruptcy Code. 4. Notice of the Motion as provided therein shall be deemed good and sufficient

notice, and the requirements of Bankruptcy Rule 6004(a) and the Local Bankruptcy Rules are satisfied by such notice. 5. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

shall be immediately effective and enforceable upon its entry. 6. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 7. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 8. 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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