Hearing Date: November 10, 2010 at 10:00 a.m. (Eastern Time) Objection Deadline: November 5, 2010 at 4:00 p.m.

(Eastern Time)

James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Ave 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.,11 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF DEBTORS MOTION FOR AN ORDER EXTENDING THE TIME WITHIN WHICH THE DEBTORS MUST ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY PLEASE TAKE NOTICE that a hearing (the Hearing)2 for the relief requested in the above-referenced motion (the Motion) will be held before the Honorable Shelley C. Chapman,
1

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 17770085

United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on November 10, 2010 at 10:00 a.m. prevailing Eastern Time. 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 November 5, 2010 at 4:00 p.m. prevailing Eastern Time, by 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.

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

2
K&E 17770085

New York, New York Dated: October 27, 2010

/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
K&E 17770085

Hearing Date: November 10, 2010 at 10:00 a.m. (Eastern Time) Objection Deadline: November 5, 2010 at 4:00 p.m. (Eastern Time)

James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Ave 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.,11 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

DEBTORS MOTION FOR AN ORDER EXTENDING THE TIME WITHIN WHICH THE DEBTORS MUST ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY 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,
1

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 17770085

substantially in the form attached hereto as Exhibit A, (a) extending the time within which the Debtors must assume or reject unexpired leases of nonresidential real property and (b) granting such other relief as is just and proper. In support of this Motion, the Debtors respectfully state as follows: Preliminary Statement The Debtors request entry of an order, pursuant to section 365(d)(4) of the Bankruptcy Code, granting a 90-day extension of the period in which to assume or reject unexpired nonresidential real property leases under which a Debtor is a lessee, through and including February 14, 2011. Since the commencement of the Chapter 11 Cases, much of the Debtors time has been devoted to a host of significant, complex, and exigent matterstime necessarily spent to stabilize operations and ensure the continued viability of their business. Debtors and their management have been focused on, among other things: engaging with stakeholders regarding restructuring alternatives; obtaining final approval of relief requested in the Debtors first day motions; obtaining final approval of two debtor in possession financing facilities that will enable the Debtors to complete necessary PIPs and perform other important capital expenditures; obtaining final approval to use the Debtors cash collateral; responding to various contested matters; and preparing and filing the Debtors voluminous statements of financial affairs and schedules of assets and liabilities. Specifically, the

Despite the Debtors substantial and meaningful progress in the Chapter 11 Cases thus far, certain strategic decisions remainincluding which Unexpired Leases to assume and which

2
K&E 17770085

to reject. The Debtors are not yet in a position to make irrevocable decisions as to assumption or rejection at this time. It is in the context of the plan processwhich remains in the development stagesthat assumption and rejection decisions will be made, including with respect to the Interdebtor Leases (as defined below). Absent the relief requested herein, the Debtors would have to make such decisions on or before November 16, 2010. By contrast, the extension requested herein will allow the Debtors time to adequately analyze their leases and to make prudent business decisions regarding the same. The requested extensionrelief generally

granted in cases that are large and complex, like the Chapter 11 Casesis consistent both with section 365(d)(4) and the clear policy of the Bankruptcy Code to provide debtors with breathing space following a chapter 11 filing in which to assume or reject unexpired leases. As such, the Debtors respectfully assert the relief requested herein is justified and should be approved. 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 basis for the relief requested herein is section 365(d)(4) of title 11 of

the United States Code (the Bankruptcy Code). 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 Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the

3
K&E 17770085

Bankruptcy Rules). 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. 5. 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). 6. Additional information regarding the Debtors business, capital structure, and the

circumstances leading to these 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 Debtors Unexpired Leases 7. The Debtors are party to three types of unexpired leases of real property under

which a Debtor is a lessee. First, each of the 72 wholly-owned limited liability company Debtor subsidiaries (the Property Owners) leases its hotel property to one of nine Debtor-affiliates (collectively, the Interdebtor Leases). Second, three of the Property Owners are lessees under ground leases for the Debtors hotel propertiesnamely, the Courtyard by Marriott in Ft. Lauderdale, Florida, the Best Western in Palm Beach, Florida, and the Hampton Inn in Woburn, Massachusetts (collectively, the Ground Leases). Third, each of these Debtors that are lessees under the Ground Leases sub-leases its Ground Lease to a Debtor-affiliate (collectively, the Interdebtor Subleases and, together with the Interdebtor Leases and the Ground Leases, the Unexpired Leases). Exhibit B.2 A list of the Debtors Unexpired Leases is attached hereto as

The Debtors have not yet made a final determination of which of the Unexpired Leases constitute nonresidential real property leases as such term is utilized in section 365(d)(4) of the Bankruptcy Code;

4
K&E 17770085

8.

The Unexpired Leases are valuable assets of the Debtors estates and are an

irreplaceable element to the continued operation of the Debtors business. And the Debtors currently are in the process of reviewing and assessing the Unexpired Leases to determine the consequences of assumption or rejection within the context of and taking into consideration the totality of circumstances with respect to the Chapter 11 Cases. Relief Requested 9. By this Motion, the Debtors respectfully request the entry of an order,

substantially in the form attached hereto as Exhibit A, (a) extending the Debtors time to assume or reject the Unexpired Leases from November 16, 2010 through and including February 14, 2011, and (b) granting such other relief as is just and proper. Basis of Relief 10. Section 365(d)(4) of the Bankruptcy Code, provides, in pertinent part: (A) Subject to subparagraph (B), an unexpired lease of nonresidential real property under which the debtor is the lessee shall be deemed rejected and the [debtor] shall immediately surrender that nonresidential real property to the lessor, if the [debtor] does not assume or reject the unexpired lease by the earlier of -(i) the date that is 120 days after the date of the order for relief; or (ii) the date of the entry of an order confirming a plan. (B)(i) The court may extend the period determined under subparagraph (A), prior to the expiration of the 120-day period, for 90 days on the motion of the [debtor] or lessor for cause.

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 Unexpired Leases.

5
K&E 17770085

(ii) If the court grants an extension under clause (i), 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). 11. The term cause as used in section 365(d)(4) is not defined in the Bankruptcy

Code nor does the Bankruptcy Code establish formal criteria for evaluating a request for an extension of the initial 120-day period. Although the decision to extend a debtors time to assume or reject unexpired leases of nonresidential real property is generally within the sound discretion of the court, in determining whether cause exists for an extension of the initial 120day period, courts have relied on several factors, including the following: (a) (b) (c) (d) whether the debtor was paying for the use of the property; whether the debtors continued occupation could damage the lessor beyond the compensation available under the Bankruptcy Code; whether the lease is the debtors primary asset; and the number of leases the debtor must evaluate.

See South St. Seaport L.P. v. Burger Boys, Inc. (In re Burger Boys, Inc.), 94 F.3d 755, 760 61(2d Cir. 1996) (citing Theatre Holding Corp. v. Mauro, 681 F.2d 102, 10506 (2d Cir. 1982)); see also In re Wedtech Corp., 72 B.R. 464, 47172 (Bankr. S.D.N.Y. 1987) (considering, among other factors, the complexity of the debtors case and the number of leases to evaluate); In re Channel Home Ctrs., Inc., 989 F.2d 682, 689 (3d Cir. 1993), cert. denied, 510 U.S. 865 (1993) ([I]t is permissible for a bankruptcy court to consider a particular debtors need for more time in order to analyze leases in light of the plan it is formulating.) (citing Wedtech, 72 B.R. at 471 72). The foregoing factors weigh in favor of granting the requested extension. 12. First, the Debtors are making timely postpetition payments for the use of the

property leased pursuant to the Unexpired Leases at the applicable lease rates set forth in such 6
K&E 17770085

Unexpired Leases and are continuing to perform their other postpetition obligations under the Unexpired Leases in a timely fashion, to the extent required by the Bankruptcy Code. 13. Second, pending the Debtors election to assume or reject the Unexpired Leases,

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 Unexpired Leases and determine whether to assume or reject each one.3 14. Third, the Unexpired Leases are an integral part of the Debtors business.

Additionally, there are more than 70 Unexpired Leases for the Debtors to evaluate, each of which is important to consider in the context of the restructuring of the Debtors enterprise. 15. Fourth, it would not be prudent for the Debtors to make determinations

concerning the assumption or rejection of the Unexpired Leases on or before November 16, 2010. The Debtors management is presently working with their key stakeholders to address the Debtors restructuring and emergence from chapter 11. Debtors decisions with respect to the Unexpired Leases. 16. Lastly, the Debtors Chapter 11 Cases are large and complex. The Unexpired The plan process will inform the

Leases 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 of their Unexpired Leases. The extension of time requested herein will facilitate the Debtors efforts to maximize value by allowing the Debtors additional time to analyze the Unexpired Leases thoroughly.

7
K&E 17770085

17.

Where the initial period to assume or reject unexpired leases has proven to be

inadequate, bankruptcy courts have routinely extended such periods. See, e.g., In re Neff Corp., No. 10-12610 (Bankr. S.D.N.Y. Sept. 15, 2010); In re Citadel Broad. Corp., No. 09-17442 (Bankr. S.D.N.Y. April 12, 2010); In re Extended Stay Inc., No. 09-13764 (Bankr. S.D.N.Y. Oct. 8, 2009); In re General Growth Props, Inc., No. 09-11977 (Bankr. S.D.N.Y. July 22, 2009); In re Tronox Inc., No. 09-10156 (Bankr. S.D.N.Y. May 7, 2009).4 18. Consequently, the Debtors submit that cause exists for the Court to extend the

time within which the Debtors may assume or reject any of the Unexpired Leases for an additional 90 days through and including February 14, 2011, without prejudice to the Debtors right to seek further extensions of such deadline, in accordance with section 365(d)(4) of the Bankruptcy Code. Reservation of Rights 19. The Debtors reserve the right to seek further extensions of the time within which

they may assume or reject unexpired leases of nonresidential real property. Nothing in the Motion shall be deemed or construed as an assumption or rejection of any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code. 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

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

8
K&E 17770085

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. Notice 21. The Debtors have provided notice of this Motion to: (a) the U.S. Trustee;

(b) counsel to the Creditors Committee; (c) counsel to the Debtors prepetition secured lenders; (d) counsel to Apollo Investment Corporation; (e) the Debtors franchisors or their counsel, if known; (f) the attorneys general for each of the States in which any of the Debtors conducts a substantial amount of its business operations; (g) the Internal Revenue Service; (h) non-Debtor counterparties to Unexpired Leases; and (i) entities who have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no further notice is necessary. No Prior Request 22. court. No prior motion for the relief requested herein has been made to this or any other

9
K&E 17770085

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: October 27, 2010 /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

K&E 17770085

Exhibit A Proposed Order

K&E 17770085

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

ORDER EXTENDING THE TIME WITHIN WHICH THE DEBTORS MUST ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY Upon the motion (the Motion)2 of the above-captioned debtors (the Debtors) for the for the entry of an order, substantially in the form attached hereto as Exhibit A, (a) extending the time within which the Debtors must assume or reject unexpired leases of nonresidential real property and (b) 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 appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted to the extent provided herein.

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 17770085

2.

The time within which the Debtors must assume or reject the Unexpired Leases is

extended through and including February 14, 2011. 3. Nothing in the Motion or this Order shall be deemed or construed as (a) an

assumption or rejection of any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code or (b) an admission with respect to whether any of the Debtors contracts or leases is an unexpired lease of nonresidential real property within the meaning of section 365(d) of the Bankruptcy Code. 4. This Order is without prejudice to the right of the Debtors to request an additional

extension of time to assume or reject the Unexpired Leases. 5. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 6. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 7. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: ___________, 2010 United States Bankruptcy Judge

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

2
K&E 17770085

Exhibit B List of Unexpired Leases

K&E 17770085

No 1

Lessor Benenson Capital Co. 708 3rd Ave., 28th Floor New York, NY 10017 Rofar Realty Company 708 3rd Ave. New York, NY 10017 City of Fort Lauderdale City Clerk, City Hall Ft. Lauderdale, FL 33301 RSA Realty, Inc. 131 River Rd. Andover, MA 01810 Grand Prix Addison (RI) LLC Grand Prix Addison (SS) LLC Grand Prix Albany LLC

Type Ground Lease

Leased Location Best Western West Palm Beach 1505 Belvedere Rd. West Palm Beach, FL 33406

Debtor Lessee Grand Prix West Palm Beach LLC

Ground Lease

Courtyard Ft. Lauderdale 2440 W. Cypress Creek Rd. Fort Lauderdale, FL 33309 Hampton Inn Boston/Woburn 315 Mishawum Rd. Woburn, MA 01801 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

Grand Prix Ft. Lauderdale LLC Grand Prix Woburn LLC; Innkeepers USA Limited Partnership 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

Ground Lease

4 5 6 7 8

Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Altamonte LLC Grand Prix Arlington LLC

9 10 11 12

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

13 14

Grand Prix Belmont LLC

Interdebtor Lease Interdebtor Lease

Grand Prix Binghamton LLC

K&E 17770085

No 15

Lessor Grand Prix Bothell LLC

Type Interdebtor Lease

16 17 18 19

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

20 21 22 23 24

Grand Prix Columbia LLC Grand Prix Denver LLC

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

25 26 27

Grand Prix Fremont LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Ft. Wayne LLC Grand Prix Gaithersburg LLC

28

Grand Prix Germantown LLC

Interdebtor Lease

29 30

Grand Prix Grand Rapids LLC Grand Prix Harrisburg LLC

Interdebtor Lease Interdebtor Lease

Leased Location 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 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

Debtor Lessee 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 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

2
K&E 17770085

No 31

Lessor Grand Prix Horsham LLC

Type Interdebtor Lease

32 33 34 35

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

36 37 38 39 40 41 42 43 44 45 46 47

Grand Prix Livonia LLC

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

Leased Location 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 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

Debtor Lessee 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 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

3
K&E 17770085

No 48

Lessor Grand Prix Richmond LLC

Type Interdebtor Lease

49 50 51 52 53 54 55

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

Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix San Mateo LLC Grand Prix Schaumburg LLC Grand Prix Shelton LLC

Grand Prix Sili I LLC

56

Grand Prix Sili II LLC

Interdebtor Lease

57 58

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

Interdebtor Lease Interdebtor Lease

59 60 61

Grand Prix Tukwila LLC

Interdebtor Lease Interdebtor Lease Interdebtor Lease

Grand Prix Westchester LLC Grand Prix Willow Grove LLC

62 63

Grand Prix Windsor LLC

Interdebtor Lease Interdebtor Lease

KPA HI Ontario LLC

Leased Location 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 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

Debtor Lessee 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 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

4
K&E 17770085

No 64 65

Lessor KPA HS Anaheim, LLC

Type Interdebtor Lease Interdebtor Lease

KPA RIGG, LLC

66

KPA RIMV, LLC

Interdebtor Lease

67 68

KPA San Antonio, LLC

Interdebtor Lease Interdebtor Lease

KPA Tysons Corner RI, LLC

69

70 71

KPA Washington DC LLC 340 Royal Poinciana Way, Suite 306 Palm Beach, FL 33480 KPA/GP Ft. Walton LLC

Interdebtor Lease

Leased Location 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 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 Best Western West Palm Beach 1505 Belvedere Rd. West Palm Beach, FL 33406 Hampton Inn Boston/Woburn 315 Mishawum Rd. Woburn, MA 01801

Debtor Lessee Grand Prix Anaheim Orange Lessee LLC Grand Prix RIGG Lessee, LLC Grand Prix RIMV Lessee, LLC Grand Prix General Lessee LLC Grand Prix General Lessee LLC Innkeepers USA Limited Partnership

Interdebtor Lease Interdebtor Lease

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 Grand Prix Floating Lessee LLC

KPA/GP Louisville (HI) LLC

72 73 74 75

KPA/GP Valencia LLC

Interdebtor Lease Interdebtor SubLease Interdebtor SubLease Interdebtor SubLease

Grand Prix Ft. Lauderdale LLC Grand Prix West Palm Beach LLC Grand Prix Woburn LLC

5
K&E 17770085