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 THE CONTINUED USE OF (I) EXISTING CASH MANAGEMENT SYSTEM, AS MODIFIED HEREIN, (II) EXISTING BANK ACCOUNTS, (III) EXISTING BUSINESS FORMS, AND (IV) CERTAIN EXISTING INVESTMENT GUIDELINES1
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 (continued on next page)

K&E 16724524

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this motion (this Motion) for the entry of an order (the Order), substantially in the form attached hereto as Exhibit A, (a) authorizing the continued use of (i) the existing cash management system, as modified herein, (ii) the existing bank accounts, (iii) the existing business forms, and (iv) certain existing investment guidelines, and (b) granting such other relief as is just and proper. In support of this Motion, the Debtors respectfully state as follows:2 Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

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 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.

K&E 16724524

(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, 345, 363,

1107(a), and 1108 of title 11 of the United States Code (the Bankruptcy Code), Rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 2015-2 and 9013-1(m) of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules). Relief Requested 4. By this Motion, the Debtors seek entry of an order: (a) authorizing the Debtors to

(i) continue to operate the Cash Management System (as defined herein), as modified herein, (ii) continue to use, with the same account numbers, all of their Bank Accounts (as defined herein), (iii) treat the Bank Accounts for all purposes as accounts of the Debtors as debtors in possession, (iv) close any bank accounts and/or open new accounts in the Debtors sole discretion, and (v) maintain existing business forms (including, without limitation, letterhead, purchase orders, and invoices) and other documents used in the Debtors business and existing immediately before the Petition Date (as defined herein), without reference to the Debtors status as debtors in possession, and (b) granting such other relief as is just and proper. 5. The Debtors further seek entry of an order authorizing the Banks (as defined

herein) to (a) continue to maintain, service, and administer the Bank Accounts and (b) debit the Bank Accounts in the ordinary course of business on account of (i) checks drawn on the Bank Accounts that are presented for payment at the Banks or exchanged for cashiers checks prior to the Petition Date, to the extent authorized by the Court, (ii) checks or other items deposited in the Bank Accounts prior to the Petition Date that have been dishonored or returned unpaid for any 3

K&E 16724524

reason (including associated fees and costs), to the same extent the Debtors were responsible for such items prior to the Petition Date, to the extent authorized by the Court, and (iii) undisputed, outstanding service charges owed to the Banks as of the Petition Date on account of the maintenance of the Debtors Cash Management System, if any. Background 6. 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. I. 7. General Background As set forth in the First Day Declaration, Innkeepers USA Trust (Innkeepers)

is a self-administered Maryland real estate investment trust (REIT) with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers indirect, wholly-owned limited liability company subsidiaries, which are Debtors in these Chapter 11 Cases (the Property Owners),3 hold title to, or ground leases4 in, the Debtors 72 hotel properties. Each of the 72 Property Owners leases its hotel

Innkeepers, through its indirect subsidiary, KPA Raleigh LLC, owns a 49% ownership interest in Genwood Raleigh LLC, a joint venture fee owner of the Sheraton in Raleigh, North Carolina. Neither KPA Raleigh, LLC nor Genwood Raleigh LLC are Debtors in these Chapter 11 Cases. The Debtors have ground leases in the following properties: Courtyard by Marriott in Ft. Lauderdale, Florida; Best Western in Palm Beach, Florida; and Hampton Inn in Woburn, Massachusetts. The minimum annual rent payable under these leases is approximately $600,000 in the aggregate.

K&E 16724524

property to one of nine of Innkeepers indirect, wholly-owned taxable REIT subsidiaries, each of which is a Debtor in these Chapter 11 Cases (the Property Lessees).5 The Property 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. The Property Owners, however, remain responsible for ownership costs such as property taxes and insurance, ground rent (where applicable), and capital expenditures. 8. The Property Lessees have entered into various hotel management agreements

(the Hotel Management Agreements) with Island Hospitality Management, Inc. (Island) and with Dimension Development Company, Inc. (Dimension, and together with Island, the Hotel Managers) to manage the hotel properties, and the Debtors management is responsible for overseeing the Hotel Managers. Island manages all of the Debtors hotels except for the Sheraton South Points in Ft. Walton Beach, Florida, which is managed by Dimension. Pursuant to the Hotel Management Agreements, the Hotel Managers generally are required to perform or provide for all operational and management functions necessary to operate the hotels. Among other things, the Hotel Managers, on behalf of the Debtors, pay all property level expenses of the hotels (including payroll),6 contract with service providers, and purchase all goods and materials utilized in the operation of the business. Generally, the Hotel Managers fund the hotel operating expenses out of the Debtors Master Concentration Account (as defined herein), over which the Hotel Managers have signing authority. In circumstances where the Hotel Managers come out5 Innkeepers, through its indirect subsidiary, KPA Raleigh Leaseco LLC, owns a 49% ownership interest in Genwood Raleigh Lessee LLC, the property lessee of the Sheraton in Raleigh, North Carolina. Neither KPA Raleigh Leaseco LLC nor Genwood Raleigh Lessee LLC are Debtors in these Chapter 11 Cases. The Debtors, through the Hotel Managers, employ approximately 2,500 employees in connection with the operation of the hotels.

K&E 16724524

of-pocket to fund expenses, the Property Lessees reimburse the Hotel Managers periodically through hotel expense reimbursement reconciliations. In addition, the Hotel Managers receive management fees prescribed by the Hotel Management Agreements. 9. As of March 31, 2010, the Debtors had incurred aggregate funded secured

indebtedness of approximately $1.42 billion, including approximately $1.29 billion of property-level secured debt, approximately $1.05 billion of which has been securitized and sold in the commercial mortgage-backed security (CMBS) market, and consisting of nine mortgage loans (two with related mezzanine loans) (collectively, the Loans). The Loans consist of (a) an $825 million fixed rate CMBS loan collateralized by the 45 hotel properties owned by the Property Owners that are borrowers under the Fixed Rate Mortgage Loan Agreement (as defined in the Interim Cash Collateral Order) (the Fixed Rate Loan), (b) a floating rate senior mortgage loan in the original principal amount of $250 million collateralized by the 20 hotels owned by the Property Owners that are borrowers under the Floating Rate Mortgage Loan Agreement (as defined in the Interim Cash Collateral Order) (the Floating Rate Mortgage Loan) and a floating rate junior mezzanine loan in the original principal amount of $117,658,725 collateralized by Grand Prix Mezz Borrower Floating 2, LLCs equity interests in the 20 Property Owners that are borrowers under the Floating Rate Mortgage Loan Agreement, both with Lehman ALI Inc. (Lehman) as original lender (together with the Floating Rate Mortgage Loan, the Floating Rate Loans), (c) a $13.7 million CMBS senior mortgage loan collateralized by the Hilton Suites in Anaheim, California (the Anaheim Mortgage Loan) and a mezzanine loan in the original principal amount of $21.3 million collateralized by Grand Prix Mezz Borrower Term LLCs equity interest in KPA HS Anaheim (together with the Anaheim Mortgage Loan, the Anaheim Loans), (d) a $35 million CMBS mortgage loan collateralized

K&E 16724524

by the Hilton in Ontario, California (the Capmark $35.0 Million Loan (Ontario)), (e) a $37.6 million CMBS mortgage loan collateralized by the Residence Inn in Garden Grove, California (the Capmark $37.6 Million Loan (Garden Grove)), (f) a $47.4 million CMBS mortgage loan collateralized by the Residence Inn in San Diego, California (the Capmark $47.4 Million Loan (Mission Valley)), (g) a $25.6 million CMBS mortgage loan collateralized by the Doubletree Guest Suites in Washington, D.C. and with Merrill Lynch Mortgage Lending, Inc. (Merrill Lynch) as original lender (the Merrill Lynch $25.6 Million Loan (Washington D.C.)), (h) a $25.2 million CMBS mortgage loan collateralized by the Residence Inn in Vienna, Virginia and with Merrill Lynch as original lender (the Merrill Lynch $25.2 Million Loan (Tysons Corner)), and (i) a $24.2 million CMBS mortgage loan collateralized by Homewood Suites in San Antonio, Texas and with Merrill Lynch as original lender (the Merrill Lynch $24.2 Million Loan (San Antonio) and, together with the Merrill Lynch $25.6 Million Loan (Washington D.C.) and the Merrill Lynch $25.2 Million Loan (Tysons Corner), the Merrill Loans). II. 10. The Debtors Prepetition Cash Management System To efficiently and seamlessly manage their business, the Debtors, with assistance

from the Hotel Managers, utilize an integrated, centralized cash management system similar to those utilized by other large companies (the Cash Management System) to collect and transfer the funds generated by their hotel properties and disburse those funds to satisfy the obligations under their debt documents and those required to operate their business. In the ordinary course of business, the Debtors work with the Hotel Managers to record accurately such collections, transfers, and disbursements as they are made. The Cash Management System facilitates the Debtors cash monitoring, forecasting, and reporting and enables the Debtors to maintain control over the administration of their bank accounts (the Bank Accounts), a 7

K&E 16724524

schedule of which is attached hereto as Exhibit B and incorporated by reference herein. Additionally, a diagram generally describing the historic Cash Management System is attached hereto as Exhibit C and incorporated by reference herein. 11. The components of the Cash Management System are organized around three

principal functions: cash collection; concentration; and disbursements. A. 12. Cash Collection

The Debtors generate and receive funds primarily from payments by guests for

stays at the Debtors hotel properties and for ancillary goods and services provided by the hotels. The Debtors receipts are generated from two sources: (a) payments made by cash, check sales, or direct bill at the Debtors hotels; and (b) collection of credit card receivables at the Debtors hotels. Depending on the source of payment, the revenue is processed by the Debtors either in a local depository account or a collection account at SunTrust Bank (SunTrust). Local Depository Accounts o The Debtors maintain accounts at local banks for each of the Debtors 72 hotels (collectively, the Local Banks) where cash collected at the Debtors hotels is deposited, including cash payments received for room and restaurant charges (collectively, the Local Depository Accounts). All but one of the Local Depository Accounts resides in Islands name for the benefit of the Fee Owner or Ground Lessee relating to the particular Debtor-hotel. Excluding nominal amounts necessary to satisfy certain Local Bank minimum balance requirements, each of the Local Depository Accounts are swept weekly into a Collection Account (as defined herein), with certain Local Banks requiring the Debtors to initiate the transfer and with others automatically transferring cash on a weekly basis from the Local Depository Account to the appropriate Collection Account pursuant to financing agreements in place. For those accounts where the cash is not automatically transferred, cash is typically transferred on or around the 15th and the end of each month. o The Loan Depository Account corresponding to KPA/GP Fort Walton Beach LLC (Fort Walton Beach) is in Dimensions name for the benefit of Fort Walton Beach (the Dimension Account). Dimension pays Fort Walton Beachs operating expenses directly from the Dimension Account.

K&E 16724524

Collection Accounts o The Debtors maintain nine collection accounts at Sun Trust (collectively, the Collection Accounts); one for each of the (a) the Fixed Rate Loan, (b) Floating Rate Mortgage Loan, (c) Anaheim Mortgage Loan, (d) Capmark $35.0 Million Loan (Ontario), (e) Capmark $37.6 Million Loan (Garden Grove), (f) Capmark $47.4 Million Loan (Mission Valley), (g) Merrill Lynch $25.6 Million Loan (Washington D.C.), (h) Merrill Lynch $25.2 Million Loan (Tysons Corner), and (i) Merrill Lynch $24.2 Million Loan (San Antonio). o In addition to the transfers from the Local Depository Accounts, all credit card payments made by patrons at the Debtors hotel properties, for room charges or otherwise, are deposited directly into a Collection Account that corresponds to the Loan collateralized in part or in whole by the respective property. If the Debtors guest is paying with a credit card, the guests credit card is authorized at check-in for the projected amount of the charge, but are generally only charged when the balance amounts to at least $1,000 (typically every six to eight days) or upon check-out. The Debtors have entered into arrangements with various credit card companies to process these credit card transactions (the Credit Card Transfers). It takes approximately three days for the credit card settlements to be deposited into the appropriate Collection Account. The Debtors will continue operating in accordance with this prepetition practice. o Prior to an event of default under the Floating Rate Mortgage Loan, pursuant to the terms of the Floating Rate Mortgage Loan Agreement and the Floating Rate Loan Senior Documents (as defined in the Interim Cash Collateral Order), all cash and credit card payments made by patrons at the Debtor hotel properties acting as collateral for the Floating Rate Mortgage Loan were deposited on a daily basis in Lockbox Accounts (as defined in the Floating Rate Mortgage Loan Agreement) at Lockbox Banks (as defined in the Floating Rate Mortgage Loan Agreement). On May 19, 2010, after Lehman asserted a default under the Floating Rate Loan Senior Documents, Lehman exercised rights under the Floating Rate Mortgage Loan Agreement and the Floating Rate Loan Senior Documents to exercise control over the Lockbox Accounts and, after such date, all payments deposited in the Lockbox Accounts were swept to an account held and controlled by Lehman and managed by Trimont Real Estate Advisors, as servicer on behalf of Lehman (the Trimont Account). Lehman made weekly disbursements from the Trimont Account to a separate account controlled by the Floating Rate Debtors (as defined in the Interim Cash Collateral Order)7 in accordance with an approved budget, but Lehman did not waive any events of default.

See Interim Order (A) Authorizing the Debtors To (I) Use the Adequate Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363, and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) (the Interim Cash Collateral Order).

K&E 16724524

o Island has sole signing authority on each of the Collection Accounts, but does not have signing authority or control over the Lockbox Accounts or the Trimont Account. Each Collection Account is a ZBA account and is swept daily into the Master Concentration Account. B. 13. Concentration

Except as otherwise described herein, cash generated and collected by the Debtors

(with the exception of the cash swept to the Trimont Account) is ultimately transferred into a main operating account held in the name of KPA LeaseCo Holding Inc. at SunTrust (Account No. XXXXXXXXX2847) (the Master Concentration Account). Master Concentration Account o The Master Concentration Account acts as the primary operating account for all of the Debtors tenant entities (except Fort Walton Beach). All of the Debtors operating expenses (excluding those of Fort Walton Beach) are paid directly from the Master Concentration Account, including payments under the Hotel Management Agreements. o All payments made from the Innkeepers USA LP Account (as defined herein) are funded by the Master Concentration Account. o Island maintains sole signing authority over the Master Concentration Account. o The Debtors paid the rent of the properties covered by the Merrill Loans to Wells Fargo Bank, N.A. (Wells Fargo), as servicer of the Merrill Loans, on the tenth of every month directly from the Master Concentration Account. Wells Fargo held the Debtors rent payment from the tenth of the month until the first day of the following month, at which time Wells Fargo then uses the funds to satisfy the Merrill Loans debt service payments. In months where rent paid on the Debtor properties serving as collateral for the Merrill Loans was less than the required debt service payment on the Merrill Loans, the Debtors, once notified by Wells Fargo, sent the necessary additional cash from the Master Concentration Account to the Innkeepers USA LP Account, which was subsequently sent to Wells Fargo to satisfy the remainder of the Merrill Loans debt service payment. o At the end of each day, all cash held in the Master Concentration Account is invested overnight in SunTrust promissory notes (the SunTrust Promissory Notes).

K&E 16724524

10

C. 14.

Disbursements

The Debtors disbursements relate primarily to (a) corporate payroll,8

(b) operating expenses, including any management fees owed under the Management Agreements, (c) property taxes, (d) property insurance, (e) corporate general and administrative expenses, and (f) debt service. 15. The Debtors make all of their disbursements from three accounts funded by the

Master Concentration Account, two of which are located at Bank of America and one at Sun Trust. KPA LeaseCo Disbursement Account o The Debtors maintain a disbursement account at Sun Trust (Account No. XXXXXXXXX2839) (the KPA LeaseCo Disbursement Account) linked to the Master Concentration Account for the purpose of paying certain operating expenses. As checks are presented for payment, cash is automatically transferred from the Master Concentration Account to the KPA LeaseCo Disbursement Account to honor the presented checks. Innkeepers USA LP Account o The Debtors maintain an account at Bank of America (Account No. XXXXXX9490) for use by the Property Owner entities to pay (i) debt service relating to each of the Loans, (ii) property taxes, (iii) property insurance, (iv) capital expenditures, and (v) corporate general and administrative expenses (excluding payroll) (the Innkeepers USA LP Account). o This account also funds the Corporate Payroll Account (as defined herein). The Innkeepers USA LP Account, as well as the Corporate Payroll Account, are controlled by Dennis Craven, Mark Murphy, and Linda Price, employees of Innkeepers USA Trust. o Prior to the Petition Date, any cash remaining in the Innkeepers USA LP Account at the end of each day was used to fund repurchase agreements (the Repurchase
8

The Debtors payroll obligations are disbursed from the Corporate Payroll Account (as defined herein). Such expenditures are described in more detail in the Debtors Motion for the Entry of an Order Authorizing, but not Directing, the Debtors To (A) Pay Certain Prepetition Wages, Salaries, and Reimbursable Employee Expenses, (B) Pay and Honor Certain Employee Medical and Other Benefits, and (C) Continue Employee Benefit Programs, filed contemporaneously herewith.

K&E 16724524

11

Agreements) whereby Bank of America sold the Debtors mortgage-backed securities issued by the Federal National Mortgage Association and/or the Federal Home Loan Mortgage Corporation. Bank of America was obligated to and did repurchase the securities from the Debtors the next banking day after the securities were sold to the Debtors. As of the Petition Date, the Debtors have discontinued the practice of using the cash remaining in the Innkeepers USA LP Account to fund Repurchase Agreements. Corporate Payroll Account o The Debtors maintain an account at Bank of America (Account No. XXXXXX0768) in Innkeepers USA Trusts name for the purpose of paying the Debtors bi-weekly corporate payroll (the Corporate Payroll Account). The Corporate Payroll Account is funded by the Innkeepers USA LP Account. 16. Among other accounts not otherwise described in the Motion, the Debtors have a

Bank Account in the name of Innkeepers USA Limited Partnership, which was not opened pursuant to the terms of any of the Debtors secured financings. D. 17. Lockbox Arrangement

On March 23, 2010, Wachovia Bank, N.A. (Wachovia), the master servicer of

the LB-UBS Commercial Mortgage Trust 2007-C6 mortgage loan pool of the Fixed Rate Mortgage Loan Agreement, informed the Debtors that an alleged Triggering Event under the June 29, 2007 Cash Management Agreement had occurred and indicated that as a result, Wachovia would need to spring certain unidentified lockbox accounts.9 A lockbox over the Debtors accounts would have had disastrous results for the Debtors. Approximately 80% of the Debtors revenues come from credit card receipts. If the Debtors were unable to access funds generated from credit card receivables, it would have been unable to pay hotel employees,
9

The Cash Management Agreement between various Borrowers, Grand Prix Fixed Lessee LLC as Operating Lessee, Wachovia Bank National Association as Agent, Lehman ALI, Inc. as Lender, and Island Hospitality Management, Inc. as Manager was entered into on June 29, 2007. The Cash Management Agreement contains various provisions governing the establishment of various Cash Management Accounts and, among other things, the deposit of Gross Income from Operations into certain Lockbox Accounts under certain circumstances defined in the Cash Management Agreement. Triggering Events are defined in the Cash Management Agreement.

K&E 16724524

12

vendors, or continue to operate the hotels.10 A lockbox over the Debtors credit card receivables alone would have required the Debtors to cease operations for a significant number of hotels, which would have severely impacted the Debtors enterprise value as well as the value of each affected property. In light of these concerns, the Debtors directed credit card proceeds to their Cash Management Account until such time as an arrangement could be reached with the loan servicer (or special servicer) that would allow the Debtors to continue to operate the hotels.11 18. These actions were taken to meet the Debtors day-to-day business obligations, to

preserve the value of their hotel properties for the benefit of their enterprise and constituents, and to keep the Debtors hotel businesses in operation. The Debtors subsequently negotiated with Wachovia and then the Special Servicer, Midland Loan Services, Inc. (Midland), to keep the affected hotels open and operating. During these negotiations, the Debtors offered to fully reconcile all amounts directed to the Debtors Cash Management Account and, in fact, did so. By early May 2010, the Debtors and Midland reached an agreement under which all credit card receivables were paid by the Debtors to Midland, fully reconciling the amounts previously directed to the Cash Management Account, and Midland would pay on a going forward basis the operating expenses of the hotels to permit the Debtors to continue to operate the hotels. Midland and the Debtors, as of the Petition Date, continue to operate under this arrangement. III. 19.
10

The Debtors Existing Business Forms and Checks In the ordinary course of business, the Debtors use a variety of pre-printed checks

Under the relevant loan agreements, the Debtors were permitted, absent an Event of Default, to comingle cash for the benefit of overall the Debtors enterprise.

11

On April 19, 2010, Wachovia did provide formal notice that it was initiating a lockbox over the Debtors accounts, including the Debtors master account over which Wachovia had no security interest.

K&E 16724524

13

and business forms. To minimize expenses to their estates and avoid unnecessary disruption to their operations, the Debtors request authority to continue to use all correspondence and business forms, including, without limitation, letterhead, purchase orders, and invoices (collectively, the Business Forms) as such forms were in existence immediately before the Petition Date, rather than require the Debtors to incur the expense, delay, and business disruption of immediately stopping the use of their existing Business Forms and require them to order and use entirely new business forms that strictly comply with the U.S. Trustee Chapter 11 Guidelines for the Southern District of New York (the U.S. Trustee Guidelines). The Debtors will replace their Business Forms with new forms identifying their status as debtors in possession as their existing stock is depleted. With respect to checks that the Debtors print themselves, the Debtors will begin printing these checks with a Debtor in Possession designation as soon as practicable after the Petition Date. IV. 20. The Debtors Investment Practices Prior to the Petition Date, the Debtors investment approach consisted of two

separate, daily investment practices. First, as described above, the Debtors, at the end of each day, invested all cash held in the Master Concentration Account overnight in SunTrust Promissory Notes. Second, as described above, any cash remaining in the Innkeepers USA LP Account at the end of each day was invested in Repurchase Agreements. 21. The Debtors investment practices allow the Debtors to invest their cash with the

primary goal of protecting principal and a secondary goal of maximizing yield and liquidity. The Debtors intend to maintain those same investment goals during the Chapter 11 Cases. However, as of the Petition Date, the Debtors have discontinued the practice of investing in Repurchase Agreements and will no longer transfer any amounts into Repurchase Agreements. The Debtors seek authority in this Motion only to continue investing in the SunTrust Promissory Notes 14

K&E 16724524

subject to the objection period set forth in the Order. V. 22. The Debtors Proposed Postpetition Modification to Their Cash Management System The Debtors operate and manage their enterprise of 72 properties on a

consolidated basis, allowing them to benefit from economies of scaleeliminating many of the duplicative processes and costs that would otherwise apply to properties owned and managed on an individual basis. Because the Debtors operations are run as such and because of the nature of the Hotel Management Agreements, it is most practical and efficient for the Debtors to continue operating as they have prior to the Petition Date and to collect and allocate all funds from a single, concentrated account (the Master Concentration Account) and then allocate common expenses to the various properties and pay expenses from the Master Concentration Account. Thus, as described in the Cash Collateral Motion,12 the Debtors intend to consolidate on a postpetition basis all cash in the Master Concentration Account and apply such cash in a manner consistent with the waterfall set forth in paragraph 6(f)(i) of the Interim Cash Collateral Order (the Waterfall). At the same time, the Debtors will be able to track revenue and expenses from the prior month on a property-by-property, as well as on a tranche of debt-by-tranche of debt basis, and effect any reconciliation of prior month expenses allocated to specific entities, as necessary. 23. Further, on a monthly basis, the Debtors intend to provide each Representative (as

defined in the Interim Cash Collateral Order) with an Application Report (as defined in the

12

See Debtors Motion for the Entry of Interim and Final Orders (A) Authorizing the Debtors to (I) Use the Adequate Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363, (B) to the Extent Approved in the Final Order, Granting Senior Secured, Priming Liens on Certain Postpetition Intercompany Claims, (C) to the Extent Approved in the Final Order, Granting Administrative Priority Status to Certain Postpetition Intercompany Claims, and (D) Scheduling a Final Hearing Pursuant to Bankruptcy rule 4001(b) (the Cash Collateral Motion).

K&E 16724524

15

Interim Cash Collateral Order) that details, among other things, the Cash Collateral (as defined in the Interim Cash Collateral Order) generated by the applicable Debtors within a Tranche of Debt (as defined in the Interim Cash Collateral Order) and the amount of cash deemed to have been applied under the Waterfall to pay the costs and expenses of those same Debtors. Basis for Relief I. The Court Should Approve the Debtors Continued Use of Their Cash Management System. A. 24. The Continued Use of the Debtors Cash Management System Is Essential to Their Operations and Restructuring Efforts.

The Debtors Cash Management System constitutes an ordinary course, essential

business practice providing significant benefits to the Debtors including, among other things, the ability to (a) control corporate funds, (b) ensure the availability of funds when necessary, (c) invest idle cash, and (d) reduce costs and administrative expenses by facilitating the movement of funds and the development of timely and accurate account balance information. 25. The U.S. Trustee Guidelines require, among other things, that a debtor:

(a) establish one debtor in possession account for all estate funds required for the payment of taxes (including payroll taxes); (b) close all existing bank accounts and open new debtor in possession accounts; (c) maintain a separate debtor in possession account for cash collateral; and (d) obtain checks that bear the designation debtor in possession and reference the bankruptcy case number and type of account. 26. The operation of the Debtors business requires that the Cash Management

System, as modified herein, continue during the pendency of the Chapter 11 Cases. Requiring the Debtors to adopt a new, segmented cash management system at this critical stage of these Chapter 11 Cases would be expensive, create unnecessary administrative burdens, and be extraordinarily disruptive to the operation of the Debtors hotel business. There are

K&E 16724524

16

approximately 100 different Bank Accounts related to the Debtors operations, and the current Cash Management System has seamlessly and efficiently operated to collect the revenue generated at the property levels and disburse such funds to the appropriate creditors in a timely fashion. Any disruption outside of the limited modifications proposed herein could have a severe and adverse impact on the Debtors ability to reorganize, as well as on the value of the Debtors portfolio of hotels. Consequently, maintenance of the existing Cash Management System, as modified herein, is essential and in the best interests of all creditors and other partiesin-interest. 27. As discussed above, the Debtors business and financial affairs are complex,

requiring the Debtors to collect, disburse, and transfer funds through numerous Bank Accounts in the United States. In furtherance of the foregoing, the Debtors request that all banks at which their Bank Accounts are maintained (the Banks) be authorized and directed to continue to administer such accounts as they were maintained prepetition, without interruption and in the usual and ordinary course of business. The Banks in which disbursement accounts exist should also be authorized and directed to pay any and all drafts, wires, and automated clearing house transfers issued on the Bank Accounts for the payment of any claims arising on and after the Petition Date so long as sufficient funds are in these Banks Accounts. 28. As described herein and in the Cash Collateral Motion, the Debtors propose to

modify the existing Cash Management System to be able to track revenue and expenses from the prior month on a property-by-property basis, as well as on a Tranche of Debt-by-Tranche of Debt basis, and to provide the details of such to the Representatives in the monthly Application Reports. As a result, the Debtors will be able to accurately document and record the transactions occurring within the Cash Management System, including intercompany transfers, for the benefit

K&E 16724524

17

of all parties in interest. 29. The continuation of the Debtors Cash Management System, as modified herein,

is permitted by section 363(c)(1) of the Bankruptcy Code. Section 363(c)(1) authorizes the debtor in possession to use property of the estate in the ordinary course of business without notice or a hearing. 11 U.S.C. 363(c)(1). Section 363(c)(1) provides a debtor in possession with the flexibility to engage in the ordinary course transactions required to operate its business without unneeded oversight by its creditors or the court. See Med. Malpractice Ins. Assn v. Hirsch (In re Lavigne), 114 F.3d 379, 384 (2d Cir. 1997); In re Enron Corp., No. 01-16034, 2003 WL 1562202, at *15 (Bankr. S.D.N.Y. Mar. 21, 2003); Chaney v. Official Comm. of Unsecured Creditors of Crystal Apparel, Inc. (In re Crystal Apparel, Inc.), 207 B.R. 406, 409 (S.D.N.Y. 1997). 30. Included within the purview of section 363(c) is a debtors ability to continue the

routine transactions necessitated by a debtors cash management system. See Amdura Natl Distrib. Co. v. Amdura Corp. (In re Amdura Corp.), 75 F.3d 1447, 1453 (10th Cir. 1996). A debtors request for authorization to continue to use its existing cash management system has been held to be entirely consistent with section 363(c)(1), which allows a debtor-in-possession to use property of the estate in the ordinary course of business. See Charter Co. v. Prudential Ins. Co. of Am. (In re Charter Co.), 778 F.2d 617, 621 (11th Cir. 1985). 31. In addition, courts have recognized that an integrated cash management system

allows efficient utilization of cash resources and recognizes the impracticalities of maintaining separate cash accounts for the many different purposes that require cash. In re Columbia Gas Sys., Inc., 136 B.R. 930, 934 (Bankr. D. Del. 1992), affd in part and revd in part, 997 F.2d 1039 (3d Cir. 1993). The United States Court of Appeals for the Third Circuit has agreed,

K&E 16724524

18

emphasizing that requiring a debtor to maintain separate accounts would be a huge administrative burden and economically inefficient. Columbia Gas, 997 F.2d at 1061; see also In re Southmark Corp., 49 F.3d 1111, 1114 (5th Cir. 1995) (finding a cash management system allows a debtor to administer more efficiently and effectively its financial operations and assets); In re Baldwin-United Corp., 79 B.R. 321, 327 (Bankr. S.D. Ohio 1987) (noting that requests to continue utilizing existing cash management systems is a relatively simple matter). 32. Accordingly, the Debtors seek authority under section 363(c)(1) to continue the

collection, concentration, and disbursement of cash pursuant to their Cash Management System, as modified and described herein. B. The Court Should Authorize the Banks To Continue Maintaining, Servicing, and Administering the Debtors Bank Accounts in the Ordinary Course of Business.

33.

The Debtors submit that parties in interest will not be prejudiced or injured by the

Debtors maintenance of their Bank Accounts in the ordinary course of business. The Debtors believe that replacing their existing Bank Accounts with new accounts as of the Petition Date pursuant to the U.S. Trustee Guidelines would needlessly interrupt their operations and impair their efforts to preserve the value of their estates and reorganize in an efficient manner. 34. Thus, the Debtors respectfully request that the Court authorize and direct the

Banks to continue to maintain, service, and administer the Bank Accounts as accounts of the Debtors as debtors in possession, without interruption and in the ordinary course of business. In this regard, the Banks should be authorized and directed to receive, process, honor, and pay any and all checks and drafts payable through, drawn, or directed on such Bank Accounts after the Petition Date by holders, makers, or other parties entitled to issue instructions with respect thereto; provided, however, that any check, advise, draft, or other notification that the Debtors advised the Banks to have been drawn, issued, or otherwise presented prior to the Petition Date 19

K&E 16724524

may be honored by the Banks only to the extent authorized by order of the Court. 35. The Debtors further request that the Court authorize and direct the Banks to

accept and honor all representations from the Debtors as to which checks, drafts, or wires should be honored or dishonored consistent with any order of the Court and governing law, whether such checks, drafts, or wires are dated prior to, on, or subsequent to the Petition Date. The Debtors also request that, to the extent a Bank honors a prepetition check or other item drawn on any account that is the subject of this Motion either (a) at the direction of the Debtors, (b) in a good-faith belief that the Court has authorized such prepetition check or item to be honored, or (c) as a result of an innocent mistake made despite the above-described protective measures, such Bank will not be deemed to be liable to the Debtors or to their estates on account of such prepetition check or other item honored postpetition. The Debtors respectfully submit that such relief is reasonable and appropriate because the Banks are not in a position to independently verify or audit whether a particular item may be paid pursuant to a Court order or otherwise. 36. In the ordinary course of business, the Banks charge, and the Debtors will pay,

honor, or allow the deduction from the appropriate account, certain service charges and other fees, costs, and expenses (collectively, the Bank Fees). The Debtors respectfully request that the Court authorize the Banks to (a) continue to charge the Debtors the Bank Fees and (b) charge-back returned items to the Bank Accounts, whether such items are dated prior to, on, or subsequent to the Petition Date, in the ordinary course of business. The Debtors further request that the Court order that liens on any of the Bank Accounts granted to creditors will not have priority over the Bank Fees of the respective Bank at which the Bank Account is located. 37. Courts in this jurisdiction and others have regularly waived the U.S. Trustee

Guidelines in similar large chapter 11 cases on the grounds that they could potentially hinder a

K&E 16724524

20

debtors restructuring efforts.13 See, e.g., In re Citadel Broad. Corp., Case No. 09-17442 (Bankr. S.D.N.Y. Feb. 3, 2010); In re The Readers Digest Assn, Inc., Case No. 09-23529 (Bankr. S.D.N.Y. Nov. 20, 2009); In re Lear Corp., Case No. 09-14326 (Bankr. S.D.N.Y. July 31, 2009); In re Extended Stay Inc., Case No. 09-13764 (Bankr. S.D.N.Y. July 20, 2009); In re ION Media Networks, Inc., Case No. 09-13125 (Bankr. S.D.N.Y July 2, 2009); In re General Growth Props., Inc., Case No. 09-11977 (Bankr. S.D.N.Y. May 14, 2009); In re Chemtura Corp., Case No. 09-11233 (Bankr. S.D.N.Y. May 1, 2009); In re Charter Commcns, Inc., Case No. 09-11435 (Bankr. S.D.N.Y. Apr. 15, 2009); In re Lyondell Chem. Co., Case No. 09-10023 (Bankr. S.D.N.Y. Mar. 12, 2009); In re Tronox Inc., Case No. 09-10156 (Bankr. S.D.N.Y. Feb. 6, 2009). C. 38. Maintaining the Existing Cash Management System Will Not Harm Parties in Interest.

The Debtors continued use of their Cash Management System, as modified

herein, will greatly facilitate their transition into chapter 11 by, among other things, avoiding administrative inefficiencies and expenses and minimizing delays in payment of postpetition debts. The Debtors respectfully submit that parties in interest will not be harmed by their maintenance of the existing Cash Management System, as modified herein, including their Bank Accounts, because the Debtors, with the help of the Hotel Managers, have implemented appropriate mechanisms to ensure that unauthorized payments will not be made on account of obligations incurred prior to the Petition Date. Specifically, with the assistance of their advisors and the Hotel Managers, the Debtors have implemented internal control procedures that prohibit payments on account of prepetition debts without the prior approval of the Debtors finance department. In light of such protective measures, the Debtors submit that maintaining the Cash
13

Because of the voluminous nature of the orders cited herein and in paragraphs 42, they are not attached to the Motion. Copies of these orders are available on request of Debtors counsel.

K&E 16724524

21

Management System, as modified herein, is in the best interests of their estates and creditors. 39. In addition, the Cash Management System is similar to those commonly

employed by corporate entities of comparable size and complexity to the Debtors. The Cash Management System provides the Debtors and, where applicable, the Hotel Managers with the ability to: (a) efficiently create status reports on the location and amount of funds, which, in turn, allows management to track and control such funds; (b) ensure cash availability; and (c) reduce administrative costs through a centralized method of coordinating the collection and movement of funds. D. 40. The Court Should Authorize the Debtors To Continue Using Debit, Wire, and ACH Payments.

The U.S. Trustee Guidelines require that all receipts and all disbursements of

estate funds must be made by check with a notation representing the reason for the disbursement. The Debtors respectfully request that the Court grant further relief from the U.S. Trustee Guidelines to the extent they require the Debtors to make all disbursements by check. In the ordinary course of business, the Debtors conduct transactions by debit, wire transfer, automated clearing house payments (ACH Payments), and other similar methods. If the Debtors ability to conduct transactions by debit, wire transfer, ACH Payment, or other similar methods is impaired, they may be unable to perform under certain contracts, their business operations may be unnecessarily disrupted, and their estates will incur additional costs. Indeed, the Debtors are required by certain federal and state taxing authorities to submit tax payments electronically through wire transfer or ACH Payment and failure to do so results in the imposition of penalties. II. 41. The Court Should Authorize the Debtors To Continue Using Their Existing Business Forms. The Debtors submit that parties in interest will not be prejudiced if the Debtors

are authorized to continue to use their business forms substantially in the forms existing 22

K&E 16724524

immediately prior to the Petition Date. As set forth above, as soon as practicable after the Petition Date, the Debtors will begin stamping Debtor in Possession on all of their checks and will order new business forms with a Debtor in Possession designation once their existing stocks are depleted. The Debtors submit that such efforts protect the interests of parties

conducting business with the Debtors on a postpetition basis while, at the same time, avoiding unnecessary expenses and administrative delays at this critical time. 42. Parties doing business with the Debtors undoubtedly will be aware of their status

as debtors in possession and, thus, changing business forms is unnecessary and unduly burdensome. In other large cases, courts in this jurisdiction and others have allowed debtors to use their prepetition business forms without the debtor in possession label, at least until the debtors existing business form stock was depleted. See, e.g., In re Citadel Broad. Corp., Case No. 09-17442 (Bankr. S.D.N.Y. Feb. 3, 2010); In re The Readers Digest Assn, Inc., Case No. 09-23529 (Bankr. S.D.N.Y. Nov. 20, 2009); In re Lear Corp., Case No. 09-14326 (Bankr. S.D.N.Y. July 31, 2009); In re Extended Stay Inc., Case No. 09-13764 (Bankr. S.D.N.Y. July 20, 2009); In re ION Media Networks, Inc., Case No. 09-13125 (Bankr. S.D.N.Y July 2, 2009); In re General Growth Props., Inc., Case No. 09-11977 (Bankr. S.D.N.Y. May 14, 2009); In re Chemtura Corp., Case No. 09-11233 (Bankr. S.D.N.Y. May 1, 2009); In re Charter Commcns, Inc., Case No. 09-11435 (Bankr. S.D.N.Y. Apr. 15, 2009); In re Lyondell Chem. Co., Case No. 09-10023 (Bankr. S.D.N.Y. Mar. 12, 2009); In re Tronox Inc., Case No. 09-10156 (Bankr. S.D.N.Y. Feb. 6, 2009). 43. If the relief requested herein is granted, the Debtors will implement appropriate

mechanisms to ensure that no payments will be made on account of debts incurred prior to the Petition Date (other than those authorized by the Court). To prevent the inadvertent,

K&E 16724524

23

unauthorized payment of prepetition claims, the Debtors will work closely with the Banks to ensure that appropriate procedures are in place to prevent checks that were issued prepetition from being honored without the Courts approval. III. 44. Cause Exists for Waiving the Investment and Deposit Guidelines of Section 345 of the Bankruptcy Code. Section 345(a) of the Bankruptcy Code authorizes deposit or investment of money

of estates, such as cash, as will yield the maximum reasonable net return on such money, taking into account the safety of such deposit or investment. 11 U.S.C. 345(a). While section 345(b) generally requires that, with respect to investments other than investments insured or guaranteed by the United States or by a department, agency or instrumentality of the United States or backed by the full faith and credit of the United States, the estate must require a bond in favor of the United States secured by the undertaking of a U.S. Trustee-approved corporate surety, it allows the Court to dispense with this limitation for cause. 11 U.S.C. 345(b). 45. The Debtors submit that cause exists in the Chapter 11 Cases for the Court to

allow the Debtors to continue postpetition investing in the SunTrust Promissory Notes. The Debtors further request that the applicable banking institutions be authorized to accept and hold or invest such funds without the need for any additional agreements not otherwise utilized before the Petition Date. 46. Before the Petition Date, the Debtors invested their cash with the primary goal of

protecting principal and the secondary goal of maximizing yield and liquidity. The Debtors submit that the SunTrust Promissory Notes provide sufficient protection for their cash and that it would be in the best interest of their estates and creditors for the Debtors to continue to follow this practice for investments of cash. 47. After considering transaction costs and fees, the yield on investments in the

K&E 16724524

24

SunTrust Promissory Notes is likely to be greater than mandatory investment in government securities. Therefore, this strategy is expected to result in greater returns for the Debtors estates over time. Moreover, a bond secured by the undertaking of a corporate surety would likely be unduly expensive, assuming such a bond were available, and could offset much of the financial gain derived from investing in SunTrust Promissory Notes. The Debtors submit that their assets will be invested consistent with their prepetition policies in a manner that preserves capital, provides liquidity, and generates returns relative to prevailing market conditions. 48. The Courts ability to excuse strict performance of the deposit and investment

requirements of section 345(b) for cause arises from the 1994 amendments to the Bankruptcy Code. The legislative history of that amendment provides: Section 345 of the Code governs investments of funds of bankruptcy estates. The purpose is to make sure that funds of a bankrupt that are obliged to creditors are invested prudently and safely with the eventual goal of being able to satisfy all claims against the bankruptcy estate. Under current law, all investments are required to be FDIC insured, collateralized or bonded. While this requirement is wise in the case of smaller debtors with limited funds that cannot afford a risky investment to be lost, it can work to needlessly handcuff larger, more sophisticated debtors. This section would amend the Code to allow the courts to approve investments other than those permitted by section 345(b) for just cause, thereby overruling In re Columbia Gas Systems, Inc., 33 F.3d 294 (3d Cir. 1994). In re Service Merch. Co., Inc., 240 B.R. 894, 896 (Bankr. M.D. Tenn. 1999) (quoting H.R. Rep. 103-834, 103rd Cong., 2nd Sess. 224 (Oct. 4, 1994); 140 Cong. Rec. H10767 (Oct. 4, 1994)). 49. Courts in this jurisdiction and others have liberally construed the requirement of

section 345(b) that the debtor in possession obtain a bond from any entity with which their money is deposited or invested. In those instances, courts have waived the requirements of section 345(b) and replaced them with alternative procedures. See, e.g., In re Citadel Broad. Corp., Case No. 09-17442 (Bankr. S.D.N.Y. Feb. 3, 2010); In re The Readers Digest Assn, 25

K&E 16724524

Inc., Case No. 09-23529 (Bankr. S.D.N.Y. Nov. 20, 2009); In re Lear Corp., Case No. 09-14326 (Bankr. S.D.N.Y. July 31, 2009); In re Extended Stay Inc., Case No. 09-13764 (Bankr. S.D.N.Y. July 20, 2009); In re ION Media Networks, Inc., Case No. 09-13125 (Bankr. S.D.N.Y July 2, 2009); In re General Growth Props., Inc., Case No. 09-11977 (Bankr. S.D.N.Y. May 14, 2009); In re Chemtura Corp., Case No. 09-11233 (Bankr. S.D.N.Y. May 1, 2009); In re Charter Commcns, Inc., Case No. 09-11435 (Bankr. S.D.N.Y. Apr. 15, 2009); In re Lyondell Chem. Co., Case No. 09-10023 (Bankr. S.D.N.Y. Mar. 12, 2009); In re Tronox Inc., Case No. 09-10156 (Bankr. S.D.N.Y. Feb. 6, 2009). Motion Practice 50. This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this Motion. Accordingly, the Debtors submit that this Motion satisfies Local Bankruptcy Rule 9013-1(a). Waiver of Bankruptcy Rule 6004(a) and 6004(h) 51. 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 a property under Bankruptcy Rule 6004(h). The Debtors Reservation of Rights 52. 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.

K&E 16724524

26

Notice 53. 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 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 banks listed on Exhibit B annexed hereto; (i) the Internal Revenue Service; and (j) those parties who have formally filed a request for notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002. No Prior Request 54. other court. No prior request for the relief sought in this Motion has been made to this or any

K&E 16724524

27

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) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession

K&E 16724524

28

EXHIBIT A Proposed Order

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 THE CONTINUED USE OF (I) EXISTING CASH MANAGEMENT SYSTEM, AS MODIFED HEREIN (II) EXISTING BANK ACCOUNTS, (III) EXISTING BUSINESS FORMS, AND (IV) CERTAIN EXISTING INVESTMENT GUIDELINES1

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)

K&E 16724524

Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order (this Order) authorizing the Debtors to (i) continue using their existing Cash Management System, as modified herein, (ii) continue to use, with the same account numbers, all of their Bank Accounts, (iii) treat the Bank Accounts for all purposes as accounts of the Debtors as debtors in possession, (iv) close any bank accounts and/or open new accounts in the Debtors sole discretion, (v) maintain existing business forms, and (vi) maintain certain of their existing investment practices, 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. The Motion is granted to the extent provided herein.

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.

K&E 16724524

2.

The Debtors are authorized, but not directed, to continue using the Cash

Management System, as modified herein, as described in the Motion. 3. The Debtors are authorized to: (a) continue to use, with the same account

numbers, the Bank Accounts in existence on the Petition Date, including, without limitation, those accounts identified on Exhibit B attached to the Motion; (b) treat the Bank Accounts for all purposes as accounts of the Debtors as debtors in possession; (c) close any bank accounts and/or open new accounts in the Debtors sole discretion; and (d) use, in their present form, all correspondence and business forms (including, without limitation, letterhead, purchase orders, and invoices), and other documents related to the Bank Accounts, without reference to their status as debtors in possession; provided, however, that as soon as practicable after the Petition Date, the Debtors shall commence stamping Debtor in Possession on their checks; provided further, however, that the Debtors will replace their existing stock of business forms with new forms identifying their status as debtors in possession as existing forms are depleted. 4. Except as otherwise expressly provided in this Order, the Banks are authorized to

continue to service and administer the Bank Accounts as accounts of the Debtors as debtors in possession, without interruption and in the ordinary course of business, and to receive, process, honor, and pay any and all checks, drafts, wires, and automated clearing house transfers issued and drawn on the Bank Accounts after the Petition Date by the holders or makers thereof, as the case may be. 5. The Banks are authorized to debit the Debtors accounts in the ordinary course of

business without the need for further order of this Court on account of: (a) checks drawn on the Bank Accounts that are presented for payment at the Banks or exchanged for cashiers checks prior to the Petition Date; (b) checks or other items deposited in the Bank Accounts prior to the

K&E 16724524

Petition Date that have been dishonored or returned unpaid for any reason (including associated fees and costs), to the same extent the Debtors were responsible for such items prior to the Petition Date; and (c) undisputed, outstanding service charges owed to the Banks as of the Petition Date on account of the maintenance of the Debtors Cash Management System, if any. 6. Notwithstanding any other provision of this Order, no Bank that honors a

prepetition check or other item drawn on any account that is the subject of this Order (a) at the direction of the Debtors, (b) in a good faith belief that the Court has authorized such prepetition check or item to be honored, or (c) as the result of an innocent mistake made despite implementation of the protective measures outlined in the Motion, shall be deemed to be liable to the Debtors or their estates or otherwise in violation of this Order. 7. The Banks are authorized to charge, and the Debtors are authorized to pay, honor,

or allow the Bank Fees, and charge back returned items to the Bank Accounts in the ordinary course. 8. of the Court. 9. The Debtors are authorized to close any existing Bank Accounts as they may The Banks are authorized to pay obligations pursuant to this or any separate order

deem necessary or appropriate in their sole discretion. 10. The Debtors are authorized to open any new Bank Account and all entities,

including, without limitation, the Banks and credit card processors, are directed to comply with this Order to enable the Debtors to continue the use of their Cash Management System and such new Bank Account; provided, however, that the Debtors may only open a new Bank Account with a balance in excess of $250,000 with a bank designated as an Authorized Depository under the U.S. Trustee Guidelines.

K&E 16724524

11.

The Debtors, the Banks, and all of the Debtors creditors and other parties in

interest shall comply with the terms of this Order. 12. The Debtors, having shown sufficient cause under section 345 of the Bankruptcy

Code, are authorized to continue their investment practice of investing in the SunTrust Promissory Notes; provided that any objections to the specific relief requested in this paragraph 11 must be filed no later than 15 days after the Petition Date (the Objection Deadline). If an objection is timely filed and served so as to be received on or before the Objection Deadline, such objection shall be set for hearing no later than 30 days after the Objection Deadline. This Order, and all acts taken in furtherance of or reliance upon this Order, shall be effective notwithstanding the filing of an objection. In the event that no objection to this paragraph 11 is filed and served by the Objection Deadline, the relief granted in this paragraph 11 shall become final as of the day immediately following the Objection Deadline, nunc pro tunc to the date of this Order, without further hearing or order of this Court. 13. Except as otherwise provided in this Order or in a separate order of the Court, the

Banks shall not honor or pay any bank payments drawn on the listed Bank Accounts or otherwise issued prior to the Petition Date. 14. 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. 15. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

shall be immediately effective and enforceable upon its entry. 16. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a).

K&E 16724524

17.

The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 18. 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

K&E 16724524

EXHIBIT B Debtors Bank Accounts

Bank Name Bank of America Bank of America Bank of America Bank of America Bank of America Bank of America Bank of America Bank of America Bank of America Bank of America Bank of America Bank of America Bank of America Bank of America Fifth Third Fifth Third Fifth Third Fifth Third Fifth Third Fifth Third Fifth Third Fifth Third Fifth Third Fifth Third

Last 4 Digits of Bank Account # XXXXXX 0768

Account Type Owner Accounts Owner Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Business Checking Business Checking Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts

Bank Contact Person Jerri Shephard

XXXXXX 9490

Jerri Shephard

XXXXXXXXX 0797 XXXXXXXXX 0807 XXXXXXXXX 0810 XXXXXXXXX 1301 XXXXXXXXX 1327 XXXXXXXXX 1330 XXXXXXXXX 1343 XXXXXXXXX 1835 XXXXXXXXX 6091 XXXXXXXXX 6101 XXXXXXXXX2316 XXXXXXXXX2303 XXXXXXXXX 3025 XXXXXXXXX 3033 XXXXXXXXX 3041 XXXXXXXXX 3058 XXXXXXXXX 3066 XXXXXXXXX 3074 XXXXXXXXX 3082 XXXXXXXXX 3090 XXXXXXXXX 3108 XXXXXXXXX 3116

Chyrstal Castiglione Chyrstal Castiglione Chyrstal Castiglione Chyrstal Castiglione Chyrstal Castiglione Chyrstal Castiglione Chyrstal Castiglione Chyrstal Castiglione Chyrstal Castiglione Chyrstal Castiglione Jerri Shephard Jerri Shephard Shane A Smith Shane A Smith Shane A Smith Shane A Smith Shane A Smith Shane A Smith Shane A Smith Shane A Smith Shane A Smith Shane A Smith

Address 101South Tryon Street, NC1-00220-08, Charlotte, NC 28255 Office: (800) 547-6058 x3861038 Fax: (704) 719-8427 101South Tryon Street, NC1-00220-08, Charlotte, NC 28255 Office: (800) 547-6058 x3861038 Fax: (704) 719-8427 1 Trap Falls Road Bank of America Plaza Shelton, CT 06484 37 Gorham Road, Route 114 Scarborough, ME 04074 104 Canal Street Boston, MA 02114 804 New Loudon Road Latham, NY 12110 208 Broad Street Windsor, CT 06095 100 Welsh Road, Unit N Horsham, PA 19044 100 Welsh Road, Unit N Horsham, PA 19044 2 Cummings Park Drive Woburn, MA 01801 80 Chestnut Ridge Road Montvale, NJ 07645 185 Wheeler Road Central Islip, NY 11722 116 Fifth Avenue New York, NY 10011 116 Fifth Avenue New York, NY 10011 4815 Okemos Road Okemos, MI 48864 3715 28th Street SE Grand Rapids, MI 49512 8301 Michigan Road Indianapolis, IN 46268 1580 Leestown Road Lexington, KY 40511 20205 Haggerty Road Northville, MI 48168 96 Yorktown Shopping Center Lombard, IL 60148 1699 East Woodfield Road Schaumburg, IL 60173 2280 West Big Beaver Road Troy, MI 48084 3754 Rochester Rd Troy, MI 48083 1603 W. 16th St. Oakbrook, IL 60523

K&E 16724524

Bank Name Fifth Third Fifth Third Fifth Third M&T M&T M&T M&T Regions Bank Regions Bank Suntrust Suntrust Suntrust Suntrust Suntrust Suntrust Suntrust Suntrust Suntrust Suntrust Suntrust SunTrust SunTrust SunTrust SunTrust SunTrust SunTrust

Last 4 Digits of Bank Account # XXXXXXXXX 3124 XXXXXXXXX 3132 XXXXXXXXX 3140 XXX X8267 XXX X1593 XXX 5170 XXXXXX 6446 XXXXXX 7680 XXXXXX 7699 XXXXXXXXX 1484 XXXXXXXXX 1492 XXXXXXXXX 1500 XXXXXXXXX 1518 XXXXXXXXX 2813 XXXXXXXXX 2821 XXXXXXXXX 2839 XXXXXXXXX 2847 XXXXXXXXX 2896 XXXXXXXXX 2904 XXXXXXXXX 2912 XXXXXXXXX 2672 XXXXXXXXX 2680 XXXXXXXXX 2698 XXXXXXXXX 2706 XXXXXXXXX 2714 XXXXXXXXX 2722

Account Type Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts TenantsCredits & Corps TenantsCredits & Corps TenantsCredits & Corps TenantsCredits & Corps TenantsCredits & Corps TenantsCredits & Corps TenantsCredits & Corps TenantsCredits & Corps TenantsCredits & Corps TenantsCredits & Corps TenantsCredits & Corps Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts

Bank Contact Person Shane A Smith Shane A Smith Shane A Smith M. Anthony Argenio, CCTS M. Anthony Argenio, CCTS M. Anthony Argenio, CCTS M. Anthony Argenio, CCTS Maggie McDonald Maggie McDonald Mike Caserta Mike Caserta Mike Caserta Mike Caserta Barbara Wohlfarth Mike Caserta Mike Caserta Mike Caserta Mike Caserta Mike Caserta Mike Caserta Cathy Lucas Cathy Lucas Cathy Lucas Cathy Lucas Cathy Lucas Cathy Lucas

Address 7150 Mannheim Road Rosemont, IL 60018 9900 Ormsby Station Road Louisville, KY 40223 309 W. Market Street Louisville, KY 40202 4481 Vestal Parkway Vestal, NY 13850 4481 Vestal Parkway Vestal, NY 13850 4200 Derry Street Harrisburg, PA 17111 4200 Derry Street Harrisburg, PA 17111 8350 Millicent Way Shreveport, LA 71115-5206 8350 Millicent Way Shreveport, LA 71115-5206 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 515 East Las Olas Fort Lauderdale, FL 33009 498 Palm Springs Altamonte Springs, FL 32701 25 Park Place Atlanta, GA 30303 25 Park Place NE Atlanta, GA 30303 8200 Snowden River Parkway Columbia, MD 21045 515 East Las Olas Fort Lauderdale, FL 33009 800 Muddy Branch Rd Gaithersburg, MD 20878

K&E 16724524

Bank Name SunTrust SunTrust SunTrust SunTrust SunTrust SunTrust SunTrust Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo

Last 4 Digits of Bank Account # XXXXXXXXX 2730 XXXXXXXXX 2748 XXXXXXXXX 2755 XXXXXXXXX 2763 XXXXXXXXX 2771 XXXXXXXXX 2797 XXXXXXXXX2805 XXXXXX 3509 XXXXXX 7095 XXXXXX 7087 XXXXXX 6964 XXXXXX 6780 XXXXXX 6772 XXXXXX 4876 XXXXXX 4884 XXXXXX 4892 XXXXXX 4900 XXXXXX 4918 XXXXXX 4926 XXXXXX 4934 XXXXXX 4942 XXXXXX 4959 XXXXXX 4967 XXXXXX 4975 XXXXXX 4983

Account Type Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Cash Management Account Tenants Local Accounts Tenants Local Accounts Tenants Local Accounts Tenants Local Accounts Tenants Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts

Bank Contact Person Cathy Lucas Cathy Lucas Cathy Lucas Cathy Lucas Cathy Lucas Cathy Lucas Cathy Lucas Kathleen KannoWoods Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore

Address 12605 Wisteria Drive Germantown, MD 20874 3201 Tamiami Trail North Naples FL, 34103 4030 Glenside Drive Richmond, VA 23228 11501 West Broad Street Richmond, VA 23233 403 Redland Boulevard Rockville, MD 20850-5234 8219 Leesburg Pike Vienna, VA 22182 422 Belvedere Road West Palm Beach, FL 33405 1901 Harrison Street, 5th Floor Oakland, CA 94612 9 Demercurio Dr. Allendale, NJ 07401 4523 Church Rd. Mount Laurel, NJ 08054 2290 Chapel Ave W Cherry Hill, NJ 08002 1301 Atlantic Ave. Atlantic City, NJ 08401 87 Ridgedale Ave. Morristown, NJ 07960 3939 Belt Line Road, Suite 100 Addison, TX 75001 1889 Brown Blvd Arlington, TX 76006 1915 140th Avenue NE Bellevue, WA 98005 1045 Ralston Avenue Belmont, CA. 94002 10210 Main Street, Bothell, WA 98011 1777 W 38th Avenue Denver, CO 80211 7360 S Yosemite Street Centennial CO 80112 3110 N Sepulveda Boulevard Manhattan Beach, CA 90266 5191 Mowry Avenue Fremont, CA 94538 1050 Market Place Boulevard Irving, TX 75063 2628 196th Street SW Lynnwood, WA 98036 590 Castro Street Mountain View, CA 94041

K&E 16724524

Bank Name Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo Wells Fargo

Last 4 Digits of Bank Account # XXXXXX 4991 XXXXXX 5006 XXXXXX 5014 XXXXXX 5022 XXXXXX 5030 XXXXXX 5048 XXXXXX 5055 XXXXXX 5063 XXXXXX 5071 XXXXXX 5089 XXXXXX 5097 XXXXXX 5113 XXXXXX 5121 XXXXXX 5139 XXXXXX 7171

Account Type Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts Tenants - Local Accounts

Bank Contact Person Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore Aimee Gremore

Address 240 N Euclid Avenue Ontario, CA 91762 1790 S. Bascom Avenue Campbell CA, 95008 6990 Santa Teresa Boulevard San Jose, CA 95119 999 East Hillsdale Boulevard Foster City, CA 94404 1202 East Arques Avenue Sunnyvale, CA 94085 1202 E Arques Avenue Sunnyvale, CA 94085 343 Andover Park East Tukwila, WA 98188 25662 The Old Road Stevenson Ranch, CA. 91355 3939 Beltline Road Addison, TX 75001 800 Northcrest Shopping Center Fort Wayne, IN 46805 246 East Commerce Street San Antonio, TX 78205 45 Fremont Street, 2nd Floor San Francisco, CA 94105 45 Fremont Street, 2nd Floor San Francisco, CA 94105 45 Fremont Street, 2nd Floor San Francisco, CA 94105 45 Fremont Street, 2nd Floor San Francisco, CA 94105

K&E 16724524

EXHIBIT C Diagram of Debtors Cash Management System

K&E 16724524

K&E 16724524