Requested Hearing Date: August 25, 2010 at 4:00 p.m.

(ET) Requested Objection Deadline: August 24, 2010 at 12:00 p.m. (ET)

James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines 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. (admitted pro hac vice) 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 AN ORDER FURTHER EXTENDING THE DEADLINE TO FILE SCHEDULES OF ASSETS AND LIABILITIES, SCHEDULES OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND STATEMENTS OF FINANCIAL AFFAIRS1

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

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PLEASE TAKE NOTICE that the Debtors filed the above motion (the Motion) on August 20, 2010. PLEASE TAKE FURTHER NOTICE that contemporaneously herewith the Debtors filed the Debtors Ex Parte Motion (A) for an Expedited Hearing and (B) to Shorten the Notice Period With Respect to the Debtors Motion for an Order Further Extending the Deadline to File Schedules of Assets and Liabilities, Schedules of Executory Contracts and Unexpired Leases, and Statements of Financial Affairs (the Motion to Expedite). PLEASE TAKE FURTHER NOTICE that the Motion to Expedite requests that a hearing (the Hearing)2 for the Motion be held before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the

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

Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion.

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Southern District of New York (the Bankruptcy Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on August 25, 2010 at 4:00 p.m. prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that the Motion to Expedite requests that any responses or objections to the Motion must be actually received no later than August 24, 2010 at 12:00 p.m. prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion must be in writing; shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders and 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] approved by the court; 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 shall be served to as to be received by (a) the Debtors and their counsel; (b) the Office of the United States Trustee for the Southern District of New York; (c) counsel to the Creditors Committee (as defined in the Motion); (d) counsel to the Debtors prepetition secured lenders; (e) counsel to Apollo Investment Corporation; (f) the Debtors franchisors or their counsel, if known; (g) the attorneys general for each of the States in which any of the Debtors conduct a substantial amount of its business operations; (h) the Internal Revenue Service; and (i) entities who have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002. Only those responses that are timely filed, served, and received will be considered at the Hearing.

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PLEASE TAKE FURTHER NOTICE that as soon as practicable after the Court rules on the Motion to Expedite, the Debtors will file and serve an amended notice of the Motion. New York, New York Dated: August 20, 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, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. (admitted pro hac vice) 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

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Requested Hearing Date: August 25, 2010 at 4:00 p.m. (ET) Requested Objection Deadline: August 24, 2010 at 12:00 p.m. (ET)

James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines 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. (admitted pro hac vice) 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 AN ORDER FURTHER EXTENDING THE DEADLINE TO FILE SCHEDULES OF ASSETS AND LIABILITIES, SCHEDULES OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND STATEMENTS OF FINANCIAL AFFAIRS1

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

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Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this motion (this Motion) for the entry of an order, substantially in the form attached hereto as Exhibit A, (a) further extending the deadline by which the Debtors must file schedules of assets and liabilities, schedules of executory contracts and unexpired leases, and statements of financial affairs (collectively, the Schedules and Statements) and (b) granting such other relief as is just and proper. 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).

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.

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2. 3.

Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 105(a) and 521 of

title 11 of the United States Code (the Bankruptcy Code), Rules 1007 and 9006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 1007-2 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 the entry of an order (a) extending the deadline

by which the Debtors must file the Schedules and Statements for an additional 30 days (for a total of 74 days, without prejudice to the Debtors ability to request additional time for cause shown) up to and including October 1, 2010, and (b) granting such other relief as is just and proper. Background 5. 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. 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]. 3
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Schedules and Statements 7. On July 20, 2010, the Court entered the Order Extending the Deadline to File

Schedules of Assets and Liabilities, Schedules of Executory Contracts and Unexpired Leases, and Statements of Financial Affairs [Docket No. 53] granting the Debtors a 30-day extension to file their Schedules and Statements up to and including September 1, 2010 (without prejudice to the Debtors rights to seek an additional extension upon cause shown). 8. Since the Petition Date, the Debtors have devoted significant time and effort to

stabilize their business operations and complete the transition to operating as chapter 11 debtors. These efforts have included, among other tasks, collecting and organizing the information that is reflected in the Schedules and Statements. The Debtors have made significant progress to date. In fact, the Debtors presently hope and intend to file their Schedules and Statements on or shortly after September 1, 2010. However, out of an abundance of caution, for the reasons set forth below, the Debtors seek the Courts permission to file their Schedules and Statements no later than October 1, 2010 (subject to the right to seek a further extension). 9. Certain ongoing factors could ultimately cause disruptions significant enough to

preclude the completion and filing of the Debtors Schedules and Statements by September 1, 2010, despite the Debtors best efforts. First, the Debtors have had to concentrate resources on a significant number of matters critical to the Debtors restructuring efforts, including matters relating to hearings scheduled on August 25, 2010 and September 1, 2010. These vital issues include the following, many of which are contested: the Debtors request for an order authorizing cash collateral use; the Debtors request for an order authorizing the assumption of the plan support agreement; the Debtors request for an order authorizing the continuation of the cash management system; 4
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the Debtors request for an order authorizing the securing of postpetition financing from Five Mile Capital II Pooling International LLC or an affiliate thereof and an order authorizing the securing of postpetition financing from Solar Finance Inc. (an affiliate of Lehman ALI Inc.) or an affiliate thereof; matters involving Marriott International, Inc.; and a request for the Court to appoint an examiner.

The above matters have monopolized the attention of the Debtors and their advisors, whose time and efforts would otherwise be focused on the preparation and filing of the Schedules and Statements. 10. Second, the size and complexity of the Debtors business, the number and nature

of creditors, and the geographical scope the Debtors operations render the process of collecting the required information complex and time consuming. Compiling and analyzing information regarding the operation of the Debtors enterprise of 72 hotels from two property managers and a receiver has been and remains a demanding process. Despite the Debtors present plans and efforts, the Debtors simply may not be able to complete the necessary work before the present deadline arrives, at which point it may be too late to request an extension. 11. In addition, the Debtors have discussed this Motion and the relief requested

herein with the Office of the United States Trustee for the Southern District of New York and the Creditors Committee, and neither party has expressed any objection. Basis for Relief 12. Pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rules 1007(a)

and (c), the Debtors are required to file the Schedules and Statements within fourteen (14) days after the Petition Date. Pursuant to Bankruptcy Rules 1007(a)(5)2 and (c)3 and 9006(b), this

Bankruptcy Rule 1007(a)(5) provides, in relevant part, that a bankruptcy court with the ability to extend a debtors time to file its list of equity security holders on motion for cause shown and on notice to the United States trustee and to any trustee, committee . . . appointed under 1102 of the [Bankruptcy] Code, or other

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Court has authority to extend the time required for filing of the Schedules and Statements for cause. 13. Courts in this and other districts have regularly granted similar relief to the relief

requested herein. See, e.g., In re Gen. Growth Props., Inc., Case No. 09-11977 (Bankr. S.D.N.Y. June 26, 2009) [Docket No. 912] (granting second extension of 60 days); In re Tronox Inc., Case No. 09-10156 (Bankr. S.D.N.Y. Feb. 26, 2009) [Docket No. 206] (granting second extension of 30 days); In re Quebecor World (USA), Inc., Case No. 08-10152 (Bankr. S.D.N.Y. Mar. 20, 2008) [Docket No. 440] (granting second extension of 90 days); In re Calpine Corp., Case No. 05-60200 (Bankr. S.D.N.Y. Feb. 15, 2006) [Docket No. 816] (granting second extension of 45 days); see also In re Premier Intl Holdings Inc., Case No. 09-12019 (Bankr. D. Del. Sept. 8, 2009) [Docket No. 573] (granting second extension of 16 days).4 14. With this Motion, the Debtors seek a total of 74 days from the Petition Date, This

without prejudice for further extension, to complete their Schedules and Statements.

proposed extension is consistent with the amount of time granted to debtors in similar cases, including the above-cited cases. Given the substantial size, scope, and complexity of the Chapter 11 Cases and the volume of material that must be compiled and reviewed by the Debtors and their advisors, there is a possibility that the Debtors may not be able to complete the Schedules and Statements by the September 1, 2010 deadline.

party as the court may direct. 3 Bankruptcy Rule 1007(c) provides, in relevant part, that a bankruptcy court with the ability to extend a debtors time to file its statement of financial affairs and schedules of assets and liabilities, current income and expenditures and executory contracts and unexpired leases on motion for cause shown and on notice to the United States trustee and to any committee . . . appointed under 1102 of the [Bankruptcy] Code, trustee, examiner, or other party as the court may direct. Because of the voluminous nature of the orders cited herein, they are not attached to the Motion. Copies of these orders are available on request of Debtors counsel.

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15.

Moreover, creditors and other parties in interest will not be unduly prejudiced by

the proposed extension of the filing deadline because, even under the extended deadline, the Schedules and Statements would be filed in advance of any planned claims bar date in the Chapter 11 Cases. Accordingly, the Debtors submit that their request for an additional 30-day extension of time to file the Schedules and Statements is consistent with precedent in this jurisdiction and is appropriate and warranted under the circumstances. Motion Practice 16. 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). Notice 17. 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) 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 conduct a substantial amount of its business operations; (g) the Internal Revenue Service; and (h) entities who have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002. respectfully submit that no further notice is necessary. No Prior Request 18. court. No prior motion for the relief requested herein has been made to this or any other The Debtors

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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: August 20, 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, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. (admitted pro hac vice) 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

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Requested Hearing Date: August 25, 2010 at 4:00 p.m. (ET) Requested Objection Deadline: August 24, 2010 at 12:00 p.m. (ET)

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 FURTHER EXTENDING THE DEADLINE TO FILE SCHEDULES OF ASSETS AND LIABILITIES, SCHEDULES OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND STATEMENTS OF FINANCIAL AFFAIRS1

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 headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) the entry of an order extending the deadline by which the Debtors must file the Schedules and Statements for an additional 30 days (for a total of 74 days, without prejudice to the Debtors ability to request additional time for cause shown) up to and including October 1, 2010, and (b) granting such other relief as is just and proper, all as more fully set forth in the Motion; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Debtors having provided appropriate notice of the Motion and the opportunity for a hearing on the Motion under the circumstances; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein before the Court (the Hearing); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is granted to the extent provided herein. The time within which the Debtors shall file their Schedules and Statements is

extended for an additional 30 days to and including October 1, 2010, without prejudice to the Debtors rights to seek an additional extension upon cause shown therefor.

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

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3.

The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 4. All time periods set forth in this Order shall be calculated in accordance with

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

the implementation of this Order. New York, New York Date: ___________, 2010

United States Bankruptcy Judge

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