Hearing Date and Time: January 26, 2011 at 10:00 a.m.

prevailing Eastern Time Objection Deadline: January 21, 2011 at 4:00 p.m. prevailing Eastern Time

James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 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. 10-13800 (SCC) Jointly Administered

NOTICE OF DEBTORS MOTION FOR ENTRY OF AN ORDER (A) EXTENDING THE DATE BY WHICH THE DEBTORS MUST ASSUME OR REJECT CERTAIN INTERDEBTOR LEASES AND SUBLEASES AND (B) AUTHORIZING THE DEBTORS TO ASSUME TWO GROUND LEASES WITH NON-DEBTOR LESSORS PLEASE TAKE NOTICE that a hearing (the Hearing)1 for the relief requested in the above-referenced motion (the Motion) will be held before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United

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

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States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on January 26, 2011 at 10:00 a.m. prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any objections to the Motion: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served to as to be actually received no later than January 21, 2011 at 4:00 p.m. prevailing Eastern Time by: (a) City of Fort Lauderdale, (b) RSA Realty, Inc., and (c) the entities on the Master Service List (as such term is defined in the Case Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. Only those objections that are timely filed, served, and received will be considered. PLEASE TAKE FURTHER NOTICE that, if no objections to the Motion are timely filed and served in accordance with this notice, the Court may enter an order granting some or all of the relief requested in the Motion as requested by the Debtors without further notice or hearing.

2
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New York, New York Dated: January 12, 2011

/s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

3
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Hearing Date and Time: January 26, 2011 at 10:00 a.m. prevailing Eastern Time Objection Deadline: January 21, 2011 at 4:00 p.m. prevailing Eastern Time

James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 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. 10-13800 (SCC) Jointly Administered

DEBTORS MOTION FOR ENTRY OF AN ORDER (A) EXTENDING THE DATE BY WHICH THE DEBTORS MUST ASSUME OR REJECT CERTAIN INTERDEBTOR LEASES AND SUBLEASES AND (B) AUTHORIZING THE DEBTORS TO ASSUME TWO GROUND LEASES WITH NON-DEBTOR LESSORS1

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

K&E 18226747

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) extending the date by which the Debtors must assume or reject the Interdebtor Leases and Subleases (as defined herein) until the effective date of a plan of reorganization in the Debtors chapter 11 cases (the Effective Date)2 and (b) authorizing the Debtors to assume (i) that certain ground lease with the City of Fort Lauderdale as lessor (the Fort Lauderdale Lease) and (ii) that certain ground lease with RSA Realty, Inc. as lessor (the RSA Lease and, together with the Fort Lauderdale Lease, the Non-Debtor Leases and the lessors thereunder the Non-Debtor Lessors). In support of this Motion, the Debtors respectfully state as follows: Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 365(a) and

365(d)(4) of title 11 of the United States Code (the Bankruptcy Code), Rule 6006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 6006-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules).

A list of the Debtors Interdebtor Leases and Subleases is attached hereto as Exhibit B.

2
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Background 4. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee has been made in the Chapter 11 Cases. On July 28, 2010, the United States Trustee for the Southern District of New York (the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 5. Additional information regarding the Debtors business, capital structure, and the

circumstances leading to the Chapter 11 Cases is contained in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33, as supplemented by Docket No. 516] (the First Day Declaration). 6. On November 10, 2010, the Court entered the Order Extending the Time within

which the Debtors Must Assume or Reject Unexpired Leases of Nonresidential Real Property [Docket No. 700], extending the date by which the Debtors must assume or reject unexpired leases of nonresidential real property by 90 days, from November 16, 2010 to February 14, 2011 (the 365(d)(4) Deadline). Relief Requested 7. By this Motion, the Debtors request the entry of an order (a) extending the

365(d)(4) Deadline for the Interdebtor Leases and Subleases to the Effective Date, (b) authorizing the Debtors to assume the Non-Debtor Leases, and (c) granting such other relief as is just and proper. 3
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The Interdebtor Leases and Subleases and the Ground Leases 8. The Debtors are party to three types of unexpired leases of real property under

which a Debtor is a lessee. First, of the 72 wholly-owned limited liability company Debtor subsidiaries (the Property Level Debtors), 69 of them lease their hotel property to one of nine Debtor-affiliates (collectively, the Interdebtor Leases). Second, the remaining three Property Level Debtors are lessees under ground leases from third parties for the Debtors hotel propertiesnamely, the Courtyard by Marriott in Ft. Lauderdale, Florida, the Best Western in West Palm Beach, Florida (the WPB Best Western),3 and the Hampton Inn in Woburn, Massachusetts (collectively, the Ground Leases). Third, each of these Property Level

Debtors that are lessees under the Ground Leases sub-leases its Ground Lease to a Debtor-affiliate (other than the WPB Best Western ground lease,4 the Interdebtor Subleases and, together with the Interdebtor Leases, the Interdebtor Leases and Subleases).5 9. The Interdebtor Leases and Subleases and the Non-Debtor Leases are valuable

assets of the Debtors estates and are necessary to the continued operation of the Debtors business. While the Debtors have conducted an analysis and determined that it is in the best interests of the Debtors estates to assume the Non-Debtor Leases, the Debtors currently are in the process of reviewing and assessing the Interdebtor Leases and Subleases to determine the consequences of assumption or rejection within the context of and taking into consideration the

Pursuant to a separate motion filed contemporaneously herewith (the WPB Rejection Motion), the Debtors are seeking authority to reject the Ground Lease associated with the WPB Best Western. The Debtors are seeking to reject the interdebtor sublease relating to the WPB Best Western pursuant to the WPB Rejection Motion. The Debtors have not yet made a final determination of which of the Interdebtor Leases or Subleases constitute nonresidential real property leases as such term is utilized in section 365(d)(4) of the Bankruptcy Code; however, to the extent that such leases are determined by the Court to be nonresidential real property leases, the Debtors request that the extension sought herein be made applicable to all Interdebtor Leases and Subleases.

4
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totality of circumstances with respect to the Chapter 11 Cases. The Debtors are in the process of reaching out to the lessors of the Non-Debtor Leases for consensual (and written) consents to extend the deadline to assume or reject the Non-Debtors Leases. If such extensions are agreed, the proposed order approving the relief requested in this Motion will be modified accordingly. Basis for Relief I. Cause Exists to Extend the 365(d)(4) Deadline for the Interdebtor Leases with Consent of the Lessors. 10. Section 365(d)(4)(A) of the Bankruptcy Code provides that a debtor is deemed to

reject nonresidential real property leases to which it is a party by the earlier of 120 days from the petition date or the date on which a bankruptcy court confirms a plan of reorganization, subject to section 365(d)(4)(B)(i) of the Bankruptcy Code, which provides that a bankruptcy court may extend the applicable period to assume or reject unexpired nonresidential real property leases for 90 days on the motion of a debtor for cause. 11 U.S.C. 365(d)(4)(B)(i). 11. Section 365(d)(4)(B)(ii) of the Bankruptcy Code provides that, to the extent an

extension under section 365(d)(4)(B)(i) is granted, the court may grant a subsequent extension only upon prior written consent of the lessor in each instance. 11 U.S.C. 365(d)(4)(B)(ii). All of the lessors under the Interdebtor Leases have provided written consents to the relief requested. Such consents are attached hereto as Exhibit C. 12. The Debtors have determined that it would be in the best interests of the Debtors

estates to extend the 365(d)(4) Deadline as to the Interdebtor Leases and Subleases until the Effective Date. First, the Interdebtor Leases and Subleases are an integral part of the Debtors business. Additionally, there are approximately 70 Interdebtor Leases and Subleases for the Debtors to evaluate, each of which is important to consider in the context of the restructuring of the Debtors enterprise. Second, it would not be prudent for the Debtors to make determinations 5
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concerning the assumption or rejection of the Interdebtor Leases and Subleases on or before February 14, 2011. Leases that might be beneficial to accept today might be better rejected at a later date on account of a number of variables, including macroeconomic factors and ongoing plan negotiations. The Debtors management is presently working with their key stakeholders to address the Debtors restructuring and emergence from chapter 11. The plan process will inform the Debtors decisions with respect to the Interdebtor Leases and Subleases. Third, the Debtors Chapter 11 Cases are large and complex. The Interdebtor Leases and Subleases may interrelate with the Debtors other contractual agreements and legal obligations, and it is thus imperative that the Debtors be afforded sufficient time to fully evaluate each such lease and sublease. The extension of time requested herein will facilitate the Debtors efforts to maximize value by allowing the Debtors additional time to analyze the Interdebtor Leases and Subleases thoroughly. Fourth, pending the Debtors election to assume or reject the Interdebtor Leases and Subleases, the Debtors will continue to perform their obligations arising after the Petition Date in a timely fashion to the extent required by the Bankruptcy Code. As such, the requested extension will maintain the status quo while the Debtors analyze the Interdebtor Leases and Subleases and determine whether to assume or reject each one.6 13. The Debtors submit that ample cause exists to extend the 365(d)(4) Deadline and

that the Debtors have satisfied the requirements of section 365(d)(4)(B)(ii) of the Bankruptcy Code. Consequently, the Court should grant the relief requested.

See, e.g., In re Am. Healthcare Mgt., Inc., 900 F.2d 827, 832 (5th Cir. 1990) ([A]n order extending the time for a debtor to assume or reject a lease merely preserves the status quo[.]) (quoting In re Victoria Station Inc., 875 F.2d 1380, 1386 (9th Cir. 1989)).

6
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II.

Assumption of the Non-Debtor Leases Is in the Best Interests of the Debtors Estates and Meets the Requirements of Section 365 of the Bankruptcy Code. 14. Section 365(a) of the Bankruptcy Code provides, in relevant part, that a debtor,

subject to the courts approval, may assume or reject an executory contract or an unexpired lease . . . . 11 U.S.C. 365(a). The assumption of a contract by a debtor is subject to review under the business judgment standard. See Bildisco & Bildisco, 465 U.S. at 523 (recognizing the business judgment standard used to approve rejection of executory contracts); Nostas Assocs. v. Costich (In re Klein Sleep Prods., Inc.), 78 F.3d 18, 25 (2d Cir. 1996) (recognizing the business judgment standard used to approve rejection of executory contracts); In re Orion Pictures Corp., 4 F.3d 1095, 1099 (2d Cir. 1993) (holding that the business judgment test applies to a bankruptcy court's review of a debtors decision to assume or reject executory contract); In re Gucci, 193 B.R. 411 (S.D.N.Y. 1996) (approving assumption of an executory contract because, inter alia, it met the business judgment standard); In re Child World, Inc., 142 B.R. 87, 89 (Bankr. S.D.N.Y. 1992) (stating that a debtor may assume or reject an unexpired lease under section 365(a) in the exercise of its business judgment). 15. The business judgment rule shields a debtors management from judicial

second-guessing. See In re Johns-Manville Corp., 60 B.R. 612, 615-16 (Bankr. S.D.N.Y. 1986) ([T]he Code favors the continued operation of a business by a debtor and a presumption of reasonableness attaches to a debtors management decisions.). Once a debtor articulates a valid business justification, [t]he business judgment rule is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action was in the best interests of the company. See In re Integrated Res., Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992) (quoting Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985)). 7
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16.

Indeed, in applying the business judgment standard, debtors are usually given

significant discretion when requesting to assume or reject an executory contract or unexpired lease. See In re Riodizio, Inc., 204 B.R. 417, 424 (Bankr. S.D.N.Y. 1997) ([A] court will ordinarily defer to the business judgment of the debtors management); In re Chipwich, Inc., 54 B.R. 427, 430-31 (Bankr. S.D.N.Y. 1985) (finding that a court should not interfere with a debtors decision to assume or reject absent a showing of bad faith or abuse of business discretion). Further, the business judgment standard merely requires the debtors to establish that the requested assumption will benefit the estate. See Westbury Real Estate Ventures, Inc. v. Bradlees, Inc. (In re Bradless Stores, Inc.), 194 B.R. 555, 558 n.1 (Bankr. S.D.N.Y. 1996) (the court must examine the contract and circumstances and apply its best business judgment to determine if the assumption or rejection would be beneficial or burdensome to the estate). 17. The Debtors have determined in their business judgment that it is in the best

interests of the Debtors estates to assume the Non-Debtor Leases. If the Debtors do not assume the Non-Debtor Leases before February 14, 2011, section 365(d)(4)(A) will operate to deem the Non-Debtor Leases rejected. Given that the Non-Debtor Leases relate to profitable hotels, the Debtors believe that assumption is far preferable to rejection at this time. In addition, the Debtors are not aware of any outstanding monetary obligations under the Non-Debtor Leases, and therefore no cure amounts as set forth in section 365(b) of the Bankruptcy Code will be due and owing. 18. To the extent that certain cure amounts (in accordance with section 365(B)(1)(A)

of the Bankruptcy Code) are owed to the Non-Debtor Lease counterparties (and, to be clear, the Debtors do not believe any are), the Debtors propose to promptly pay such amounts after entry of the Order. Any such cure amounts must be asserted by the Non-Debtors Lessors by objection to

8
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this Motion. Upon payment of any such cure amounts, the Debtors submit that they will have cured all defaults arising under the Non-Debtor Leases that are required to be cured by section 365(b)(1)(A) of the Bankruptcy Code (after giving effect to section 365(b)(2) of the Bankruptcy Code). The Debtors believe that their payment of any such cure amounts, their assumptions of the Non-Debtor Leases as ongoing obligations of the Debtors, and the Debtors general payment of obligations as they come due demonstrate adequate assurance of future performance and satisfy the requirements of section 365(b)(1)(C) of the Bankruptcy Code. 19. As a result of the foregoing, the Debtors submit that their decision to assume the

Non-Debtor Leases is in the best interests of the estate, its creditors, and all parties in interest and is, therefore, a sound exercise of the Debtors business judgment that should be approved. Motion Practice 20. 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. Waiver of Bankruptcy Rule 6004(a) and 6004(h) 21. 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 22. Nothing in the Motion or the Order shall be deemed or construed as: (a) an

admission as to the validity or priority of any claim against the Debtors; (b) a waiver of the Debtors rights to dispute any claim; or (c) an approval or assumption of any agreement,

9
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contract, or lease pursuant to section 365 of the Bankruptcy Code other than the Non-Debtor Leases. Notice 23. The Debtors have provided notice of this Motion to: (a) the City of Fort

Lauderdale; (b) RSA Realty, Inc.; and (c) the entities on the Master Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. The Debtors respectfully submit that no further notice is necessary. No Prior Request 24. court. No prior motion for the relief requested herein has been made to this or any other

10
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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: January 12, 2011 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

K&E 18226747

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. 10-13800 (SCC) Jointly Administered

ORDER (A) EXTENDING THE DATE BY WHICH THE DEBTORS MUST ASSUME OR REJECT CERTAIN INTERDEBTOR LEASES AND SUBLEASES AND (B) AUTHORIZING THE DEBTORS TO ASSUME TWO GROUND LEASES WITH NON-DEBTOR LESSORS 1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) extending the 365(d)(4) Deadline for the Interdebtor Leases and Subleases to the Effective Date, (b) authorizing the Debtors to assume the Non-Debtor Leases, and (c) granting such other relief as is just and proper; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. All capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

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appropriate under the circumstances; 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 time within which the Debtors must assume or reject the Interdebtor Leases

and Subleases is extended through and including the Effective Date, and the consents attached as Exhibit C to the Motion satisfies the written consent required by section 365(d)(4) of the Bankruptcy Code. 3. The Non-Debtor Leases are hereby assumed by the Debtors as of the date hereof

pursuant to section 365 of the Bankruptcy Code. 4. The Debtors have demonstrated adequate assurance of future performance of the

Non-Debtor Leases and have satisfied the requirements of section 365(b)(1)(C) of the Bankruptcy Code related thereto. 5. Any Non-Debtor Lessor seeking payment of a cure amount with respect to a Non-

Debtor Lease shall assert its demand by objection to this Motion. 6. Counterparties to the Non-Debtor Leases are hereby barred and permanently

enjoined from asserting against the Debtors, pursuant to section 365(b) of the Bankruptcy Code, any claims for cure amounts owed, accrued, arising, or relating to the Non-Debtor Leases for the period prior to the entry of this Order. 7. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order. 8. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

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9.

All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 10. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: ___________, 2011 United States Bankruptcy Judge

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EXHIBIT B Interdebtor Leases and Subleases

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No 1 2 3 4 5

Lessor Grand Prix Addison (RI) LLC Grand Prix Addison (SS) LLC Grand Prix Albany LLC

Type Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Altamonte LLC Grand Prix Arlington LLC

6 7 8 9

Grand Prix Atlanta (Peachtree Corners) LLC Grand Prix Atlanta LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Atlantic City LLC Grand Prix Bellevue LLC

10 11

Grand Prix Belmont LLC

Interdebtor Lease Interdebtor Lease

Grand Prix Binghamton LLC

12

Grand Prix Bothell LLC

Interdebtor Lease

13 14 15 16

Grand Prix Bulfinch LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Campbell / San Jose LLC Grand Prix Cherry Hill LLC Grand Prix Chicago LLC

Leased Location Residence Inn Dallas (Addison) 14975 Quorum Dr. Addison, TX 75240 Summerfield Suites Dallas 4900 Edwin Lewis Dr. Addison, TX 75001 Hampton Inn Albany 1050 Brookhollow Plaza Dr. Cohoes, NY 12047 Residence Inn Orlando 270 Douglas Ave. Altamonte Springs, FL 32714 Residence Inn Arlington DFW South, 1050 Brookhollow Plaza Dr. Arlington, TX 76006 Residence Inn Atlanta 5500 Triangle Dr. Norcross, GA 30092 Residence Inn Atlanta 134 Peachtree St., NW Atlanta, GA 30303 Courtyard Atlantic City 1212 Pacific Ave. Atlantic City, NJ 08401 Residence Inn Seattle East (Bellevue) 14455 NE 29th Place Bellevue, WA 98007 Summerfield Suites Belmont 400 Concourse Dr. Belmont, CA 94002 Residence Inn Binghamton (Vestal) 4610 Vestal Parkway East Vestal, NY 13850 Residence Inn Seattle Northeast (Bothell) 11920 NE 195th St. Bothell, WA 98011 Bulfinch Hotel Boston 107 Merrimac St. Boston, MA 2109 Residence Inn San Jose 2761 South Bascom Rd. Campbell, CA 95008 Residence Inn Cherry Hill 1821 Old Cuthbert Rd. Cherry Hill, NJ 08034 Residence Inn Chicago OHare (Rosemont) 7101 Chestnut St. Rosemont, IL 60016

Debtor Lessee Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC

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No 17 18 19 20 21

Lessor Grand Prix Columbia LLC Grand Prix Denver LLC

Type Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix East Lansing LLC Grand Prix El Segundo LLC Grand Prix Englewood / Denver South LLC

22 23 24

Grand Prix Fremont LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Ft. Wayne LLC Grand Prix Gaithersburg LLC

25

Grand Prix Germantown LLC

Interdebtor Lease

26 27 28

Grand Prix Grand Rapids LLC Grand Prix Harrisburg LLC Grand Prix Horsham LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease

29 30 31 32

Grand Prix Indianapolis LLC Grand Prix Islandia LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Las Colinas LLC Grand Prix Lexington LLC

Leased Location Hampton Inn Columbia 8880 Columbia 100 Pkwy. Columbia, MD 21045 Residence Inn Denver Downtown 2777 Zuni St. Denver, CO 80211 Residence Inn East Lansing 1600 E. Grand River Ave. East Lansing, MI 48823 Summerfield Suites El Segundo 810 S. Douglas St. El Segundo, CA 90245 Residence Inn Denver South (Tech) 6565 S. Yosemite Rd. Englewood, CO 80111 Residence Inn Fremont 5400 Farwell Place Fremont, CA 94536 Residence Inn Ft. Wayne 4919 Lima Rd. Ft. Wayne, IN 46808 Residence Inn Washington DC (Gaithersburg) 9721 Washingtonian Blvd. Gaithersburg, MD 20878 Hampton Inn Washington DC (Germantown) 20260 Goldenrod Lane Germantown, MD 20876 Residence Inn Grand Rapids 2701 E. Beltline, SE Grand Rapids, MI 49546 Residence Inn Harrisburg 4480 Lewis Rd. Harrisburg, PA 17111 Towne Place Suites Philadelphia/Horsham 198 Precision Rd. Horsham, PA 19044 Residence Inn Indianapolis North 3553 Founders Rd. Indianapolis, IN 46268 Hampton Inn Islandia 1600 Veterans Memorial Hwy. Islandia, NY 11722 Summerfield Suites Las Colinas 5901 N MacArthur Blvd. Irving, TX 75039 Residence Inn Lexington (KY) North 1080 Newtown Pike Lexington, KY 40511

Debtor Lessee Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC

2
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No 33 34 35 36 37 38 39 40 41 42 43 44 45

Lessor Grand Prix Livonia LLC

Type Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Lombard LLC Grand Prix Louisville (RI) LLC Grand Prix Lynnwood LLC Grand Prix Montvale LLC Grand Prix Morristown LLC Grand Prix Mountain View LLC Grand Prix Mt. Laurel LLC Grand Prix Naples LLC

Grand Prix Ontario LLC

Grand Prix Portland LLC

Grand Prix Richmond (Northwest) LLC Grand Prix Richmond LLC

46 47 48 49

Grand Prix Rockville LLC Grand Prix Saddle River LLC Grand Prix San Jose LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix San Mateo LLC

Leased Location Residence Inn Detroit (Livonia) 17250 Fox Dr. Livonia, MI 48152 Hampton Inn Lombard 222 East 22nd St. Lombard, IL 60148 Residence Inn Louisville North 120 N. Hurstbourne Pkwy. Louisville, KY 40222 Residence Inn Seattle North 18200 Alderwood Mall Pkwy. Lynnwood, WA 98037 Courtyard Montvale 100 Chestnut Ridge Rd. Montvale, NJ 07645 Westin Morristown 2 Whippany Rd. Morristown, NJ 07960 Residence Inn Mountain View 1854 EL Camino Real West Mountain View, CA 94040 Summerfield Suites Mt. Laurel 3000 Crawford Pl. Mt. Laurel, NJ 08054 Hampton Inn Naples 3210 Tamiami Trail North Naples, FL 34103 Residence Inn Ontario 2025 Convention Center Way Ontario, CA 91764 Residence Inn Portland (ME) 800 Roundwood Dr. Scarborough, ME 04074 Residence Inn Richmond 3940 Westerre Pkwy. Richmond, VA 23233 Residence Inn Richmond (West End) 2121 Dickens Rd. Richmond, VA 23230 Sheraton Rockville 920 King Farm Blvd. Rockville, MD 20805 Residence Inn Saddle River 7 Boroline Rd. Saddle River, NJ 07458 Residence Inn San Jose South 6111 San Ignacio Ave. San Jose, CA 95119 Residence Inn San Mateo 2000 Winward Way San Mateo, CA 94404

Debtor Lessee Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC

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No 50 51 52

Lessor Grand Prix Schaumburg LLC Grand Prix Shelton LLC

Type Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Sili I LLC

53

Grand Prix Sili II LLC

Interdebtor Lease

54 55

Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC

Interdebtor Lease Interdebtor Lease

56 57 58

Grand Prix Tukwila LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Westchester LLC Grand Prix Willow Grove LLC

59 60 61 62

Grand Prix Windsor LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

KPA HI Ontario LLC

KPA HS Anaheim, LLC

KPA RIGG, LLC

63

KPA RIMV, LLC

Interdebtor Lease

64

KPA San Antonio, LLC

Interdebtor Lease

Leased Location Hampton Inn Schaumburg 1300 East Higgins Rd. Schaumburg, IL 60173 Residence Inn Shelton 1001 Bridgeport Ave. Shelton, CT 06484 Residence Inn Silicon Valley I 750 Lakeway Rd. Sunnyvale, CA 94086 Residence Inn Silicon Valley II 1080 Stewart Dr. Sunnyvale, CA 94086 Residence Inn Troy - Central 2600 Livernois Rd. Troy, MI 48083 Residence Inn Troy - SE (Madison Heights) 32650 Stephenson Hwy. Madison Heights, MI 48071 Residence Inn Seattle South 16201 W. Valley Hwy. Seattle, WA 98188 Hampton Inn Westchester 2222 Enterprise Dr. Westchester, IL 60154 Hampton Inn Philadelphia/Willow Grove 1500 Easton Rd. Willow Grove, PA 19090 Residence Inn Windsor/Hartford 100 Dunfey Lane Windsor, CT 06095 Hilton Ontario 700 North Haven Ave. Ontario, CA 91764 Hilton Suites Anaheim/Orange 400 N. State College Blvd. Orange, CA 92868 Residence Inn Anaheim/Garden Grove 11931 Harbor Blvd. Garden Grove, CA 92840 Residence Inn San Diego/Mission Valley 1865 Hotel Circle South San Diego, CA 92108 Homewood Suites San Antonio 432 West Market St. San Antonio, TX 78205

Debtor Lessee Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee, LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Fixed Lessee LLC Grand Prix Ontario Lessee, LLC Grand Prix Anaheim Orange Lessee LLC Grand Prix RIGG Lessee, LLC Grand Prix RIMV Lessee, LLC Grand Prix General Lessee LLC

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No 65

Lessor KPA Tysons Corner RI, LLC

Type Interdebtor Lease

66

KPA Washington DC LLC

Interdebtor Lease

67 68 69 70 71

KPA/GP Ft. Walton LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor SubLease Interdebtor SubLease

KPA/GP Louisville (HI) LLC KPA/GP Valencia LLC

Grand Prix Ft. Lauderdale LLC Grand Prix Woburn LLC

Leased Location Residence Inn Tysons Corner Mall 8400 Old Courthouse Rd. Vienna, VA 22182 Washington D.C. Doubletree Guest Suites 801 New Hampshire Ave. NW Washington, D.C. 20037 Four Points Ft. Walton Beach 1325 Miracle Strip Pkwy. Ft. Walton Beach, FL 32548 Hampton Inn Louisville Downtown 101 East Jefferson St. Louisville, KY 40202 Embassy Suites Valencia 28508 Westinghouse Pl. Santa Clarita, CA 91355 Courtyard Ft. Lauderdale 2440 W. Cypress Creek Rd. Fort Lauderdale, FL 33309 Hampton Inn Boston/Woburn 315 Mishawum Rd. Woburn, MA 01801

Debtor Lessee Grand Prix General Lessee LLC Innkeepers USA Limited Partnership Grand Prix Floating Lessee, LLC Grand Prix Floating Lessee, LLC Grand Prix Floating Lessee, LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee LLC

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EXHIBIT C [Lessor Consents]

K&E 18226747

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

CONSENT OF LESSOR TO EXTENSION OF TIME PURSUANT TO SECTION 365(d)(4) OF THE BANKRUPTCY CODE FOR UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY 1 Pursuant to section 365(d)(4) of the Bankruptcy Code, Grand Prix Addison (RI) LLC, Grand Prix Addison (SS) LLC, Grand Prix Albany LLC, Grand Prix Altamonte LLC, Grand Prix Arlington LLC, Grand Prix Atlanta (Peachtree Corners) LLC, Grand Prix Atlanta LLC, Grand Prix Atlantic City LLC, Grand Prix Bellevue LLC, Grand Prix Belmont LLC, Grand Prix Binghamton LLC, Grand Prix Bothell LLC, Grand Prix Bulfinch LLC, Grand Prix Campbell / San Jose LLC, Grand Prix Cherry Hill LLC, Grand Prix Chicago LLC, Grand Prix Columbia LLC, Grand Prix Denver LLC, Grand Prix East Lansing LLC, Grand Prix El Segundo LLC, Grand Prix Englewood / Denver South LLC, Grand Prix Fremont LLC, Grand Prix Ft. Lauderdale LLC, Grand Prix Ft. Wayne LLC, Grand Prix Gaithersburg LLC, Grand Prix Germantown LLC, Grand Prix Grand Rapids LLC, Grand Prix Harrisburg LLC, Grand Prix Horsham LLC, Grand Prix Indianapolis LLC, Grand Prix Islandia LLC, Grand Prix Las Colinas LLC, Grand Prix Lexington LLC, Grand Prix Livonia LLC, Grand Prix Lombard LLC, Grand

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

K&E 18226747

Prix Louisville (RI) LLC, Grand Prix Lynnwood LLC, Grand Prix Montvale LLC, Grand Prix Morristown LLC, Grand Prix Mountain View LLC, Grand Prix Mt. Laurel LLC, Grand Prix Naples LLC, Grand Prix Ontario LLC, Grand Prix Portland LLC, Grand Prix Richmond (Northwest) LLC, Grand Prix Richmond LLC, Grand Prix Rockville LLC, Grand Prix Saddle River LLC, Grand Prix San Jose LLC, Grand Prix San Mateo LLC, Grand Prix Schaumburg LLC, Grand Prix Shelton LLC, Grand Prix Sili I LLC, Grand Prix Sili II LLC, Grand Prix Troy (Central) LLC, Grand Prix Troy (SE) LLC, Grand Prix Tukwila LLC, Grand Prix Westchester LLC, Grand Prix Willow Grove LLC, Grand Prix Windsor LLC, Grand Prix Woburn LLC, KPA HI Ontario LLC, KPA HS Anaheim, LLC, KPA RIGG, LLC, KPA RIMV, LLC, KPA San Antonio, LLC, KPA Tysons Corner RI, LLC, KPA Washington DC LLC, KPA/GP Ft. Walton LLC, KPA/GP Louisville (HI) LLC, and KPA/GP Valencia LLC (the Interdebtor Lessors and Sublessors) hereby consent to an extension of the time within which the Debtors in the above-captioned cases must assume or reject any and all leases set forth in Exhibit B to the Debtors Motion for Entry of an Order (A) Extending the Date by which the Debtors Must Assume or Reject Certain Interdebtor Leases and Subleases and (B) Authorizing the Debtors to Assume Two Ground Leases with Non-Debtor Lessors, filed January 12, 2011, up to and through the date on which a plan of reorganization in the above-captioned cases is consummated. This consent constitutes prior written consent of the lessor within the meaning of section 365(d)(4)(B)(ii) of the Bankruptcy Code and no further consent of any Interdebtor Lessor and Sublessor shall be required.

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Mark Murphy

On behalf of: Grand Prix Addison (RI) LLC Grand Prix Addison (SS) LLC Grand Prix Albany LLC Grand Prix Altamonte LLC Grand Prix Arlington LLC Grand Prix Atlanta (Peachtree Comers) LLC Grand Prix Atlanta LLC Grand Prix Atlantic City LLC Grand Prix Bellevue LLC Grand Prix Belmont LLC Grand Prix Binghamton LLC Grand Prix Bothell LLC Grand Prix Bulfinch LLC Grand Prix Campbell I San Jose LLC Grand Prix Cherry Hill LLC Grand Prix Chicago LLC Grand Prix Columbia LLC Grand Prix Denver LLC Grand Prix East Lansing LLC Grand Prix El Segundo LLC Grand Prix Englewood I Denver South LLC Grand Prix Fremont LLC Grand Prix Ft. Lauderdale LLC Grand Prix Ft. Wayne LLC Grand Prix Gaithersburg LLC Grand Prix Germantown LLC Grand Prix Grand Rapids LLC Grand Prix Harrisburg LLC Grand Prix Horsham LLC Grand Prix Indianapolis LLC Grand Prix Islandia LLC Grand Prix Las Colinas LLC Grand Prix Lexington LLC Grand Prix Livonia LLC Grand Prix Lombard LLC Grand Prix Louisville (RI) LLC Grand Prix Lynnwood LLC Grand Prix Montvale LLC Grand Prix Morristown LLC Grand Prix Mountain View LLC Grand Prix Mt. Laurel LLC Grand Prix Naples LLC Grand Prix Ontario LLC Grand Prix Portland LLC Grand Prix Richmond (Northwest) LLC Grand Prix Richmond LLC Grand Prix Rockville LLC Grand Prix Saddle River LLC Grand Prix San Jose LLC Grand Prix San Mateo LLC Grand Prix Schaumburg LLC Grand Prix Shelton LLC Grand Prix Sili I LLC Grand Prix Sili II LLC Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC Grand Prix Tukwila LLC Grand Prix Westchester LLC Grand Prix Willow Grove LLC Grand Prix Windsor LLC Grand Prix Woburn LLC KPA HI Ontario LLC KPA HS Anaheim, LLC KPA RIGG, LLC KPA RIMY, LLC KPA San Antonio, LLC KPA Tysons Comer RI , LLC KPA Washington DC LLC KPA/GP Ft. Walton LLC KPA/GP Louisville (HI) LLC KPA/GP Valencia LLC