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Michael G. Helms (admitted pro hac vice) THE HELMS LAW FIRM, P.L.C. 2600 North Central Avenue, Suite 940 Phoenix, Arizona 85004 Telephone: (602) 358-2060 Fax: (602) 358-2055 mghelms@mghlawfirm.com Attorneys for Best Western International, Inc. IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: Case No. 10-13800 (SCC) INNKEEPERS USA TRUST, et al., Chapter 11 Debtors. Jointly Administered REPLY OF BEST WESTERN INTERNATIONAL, INC., TO OBJECTION OF MIDLAND LOAN SERVICES TO MOTION FOR ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503

Best Western International, Inc. ( Best Western ), a creditor and interested party herein, submits the following Reply to the objection of Midland Loan Services ( Midland ) to Best Western s Motion for Allowance of Administrative Expense Claim herein: Midland s objection (Dkt. No. 1440) argues that the cases of these debtors have not been substantively consolidated and that Best Western s claim should be allowed only against the estate of the party (Grand Prix Floating Lessee, LLC) that has a written agreement with Best Western, and specifically not against the estates comprising the

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Midland Properties.

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Debtors, including Grand Prix Floating Lessee, LLC, filed their petitions for relief herein on July 19, 2010. The Debtors include some 92 entities owning and operating 72 hotels in 20 states. The Midland Properties include 45 of the hotels subject to the Fixed Rate Mortgage Loan. The West Palm Beach hotel (the subject of the Best Western Membership Agreement) is not included in the Midland Properties, but is included in the

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Floating Rate Loan Properties. Grand Prix Floating Lessee, LLC, is included among the Fixed/Floating Debtors for purposes of Debtors proposed Plans of Reorganization now pending before the Court. At the commencement of these proceedings, the Debtors noted that all of the Debtors operate under consolidated ownership and management, and sought an order allowing administrative consolidation of these estates. The request was granted. Soon after the commencement of these proceedings, Best Western sought an order from the Court to limit the time for Debtor Grand Prix Floating Lessee, LLC, to assume or reject the Best Western Membership Agreement. All of the administratively

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consolidated Debtors opposed the motion, asserting that a termination of the agreement would result in a default of the cash collateral order that had been entered in the case, as well as a default of Debtors postpetition financing agreements. The Court agreed, and denied Best Western s motion. Best Western also filed a motion to terminate the automatic stay in order to proceed with termination of its Membership Agreement for the West Palm Beach hotel. Again, all of the administratively consolidated Debtors opposed the motion, asserting that

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Debtors ability to use cash collateral and maintain their two debtor-in-possession financing facilities is predicated on the Debtors maintaining the membership agreement. (Dkt. No. 753). Debtors argued further that permitting termination of the membership agreement would paralyze the Debtors business by cutting off financing and thereby

damaging the value of Debtors property (potentially irreparably). Finally, Debtors

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argued that allowing Best Western to terminate the membership agreement likely would result in Debtors other contract counterparties bringing similar motions for relief, which could severely hamper Debtors ability to reorganize. Again, the Court agreed with Debtors and denied Best Western s motion for relief.

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All of the Debtors benefitted from the Best Western Membership Agreement. Midland apparently also believed the Best Western Membership Agreement was beneficial to these estates, requiring the agreement to be maintained by the Debtors as a condition of Debtors use of cash collateral and its postpetition financing agreements. Pursuant to Section 503(b) of the Bankruptcy Code, Best Western s claim for

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administrative expense for services provided to Debtors during the course of these bankruptcy cases is entitled to administrative expense priority against all of the administratively consolidated estates.

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WHEREFORE, Best Western renews its request that this Court enter an order allowing Best Western s administrative expense claim. Dated this 27th day of May, 2011. THE HELMS LAW FIRM, P.L.C.

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By: /s/ Michael G. Helms Michael G. Helms 2600 North Central Avenue Suite 940 Phoenix, Arizona 85004 Telephone: (602) 358-2060 Attorney for Best Western International, Inc.