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 GRANTING DEBTORS SEVENTH OMNIBUS OBJECTION TO CLAIMS (AMENDED AND REPLACED CLAIMS) Upon the Debtors Seventh Omnibus Objection to Claims (Amended and Replaced Claims) (the Objection)2 filed by Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors) requesting entry of an order disallowing and expunging the Amended and Superseded Claims listed on Schedule 1 attached hereto, pursuant to sections 105(a) and 502(b) of title 11 of the United States Code (the Bankruptcy Code) and Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules); all as more fully described in the Objection; 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. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Objection.

appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Objection is granted to the extent set forth herein. The Amended and Superseded Claims listed on Schedule 1 attached hereto are

hereby disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 3. The Superseding Claims will remain on the Claims register, and such Claims are

neither allowed nor disallowed at this time, subject, however to any future objection on any basis. 4. The disallowance and expungement of the Amended and Superseded Claims does

not constitute any admission or finding with respect to any of the Superseding Claims. 5. Omni Management Group, LLC, the Debtors notice and claims agent, is hereby

authorized to update the Claims register to reflect the relief granted in this Order. 6. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 7. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 8. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 9. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: May 25, 2011 /s/ Shelley C. Chapman Honorable Shelley C. Chapman United States Bankruptcy Judge

Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim #

Unsecured $2,151.50

Total $2,151.50

Claim To Be Disallowed Filed On:

716

Creditor:

10/19/2010

AMERICAN MECHANICAL SERVICES OF MARYLAND, LLC ATTN: TODD A. BECK 13300 MID ATLANTIC BOULEVARD LAUREL, MD 20708

Remaining Claim Filed On:

1786 3/22/2011

Grand Prix General Lessee LLC

AMERICAN MECHANICAL SERVICE ATTN: TODD A. BECK 13300 MID ATLANTIC BLVD LAUREL, MD 20708

$0.00

$0.00

$0.00

$2,151.50

$2,151.50

Claim To Be Disallowed Filed On:

1204 10/26/2010

KPA San Antonio, LLC

Creditor:

$357,908.98

$0.00

$0.00

$0.00

$357,908.98

BEXAR COUNTY DAVID G. AELVOET 711 NAVARRO, SUITE 300 LINEBARGER GOGGAN BLAIR & SAMPSON, LLP SAN ANTONIO, TX 78205

Remaining Claim Filed On:

1787 3/24/2011

KPA San Antonio, LLC

BEXAR COUNTY C/O DAVID G. AELVOET 711 NAVARRO, SUITE 300 LINEBARGER GOGGAN BLAIR & SAMPSON, LLP SAN ANTONIO, TX 78205

$194,686.75

$0.00

$0.00

$0.00

$194,686.75

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Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

Debtor Grand Prix East Lansing LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $5,556.00

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim #

Unsecured $0.00

Total $5,556.00

Claim To Be Disallowed Filed On:

1656 11/9/2010

Creditor:

CITY OF EAST LANSING Dennis E McGinty 410 ABBOTT ROAD EAST LANSING, MI 48823

Remaining Claim Filed On:

1766 2/21/2011

Grand Prix East Lansing LLC

CITY OF EAST LANSING C/O DENNIS E. MCGINTY 410 ABBOTT ROAD EAST LANSING, MI 48823

$0.00

$0.00

$6,136.85

$0.00

$6,136.85

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Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $123,033.50 Administrative $0.00 Priority $0.00

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim #

Unsecured $0.00

Total $123,033.50

Claim To Be Disallowed Filed On:

52 7/30/2010

Creditor:

DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201

Remaining Claim

1768

Innkeepers USA Trust, et al.

DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201

$123,878.81

$0.00

$0.00

$0.00

$123,878.81

Filed On:

2/17/2011

Claim To Be Disallowed Filed On:

26 7/30/2010

Grand Prix Addison (SS) LLC

Creditor:

$205,067.45

$0.00

$0.00

$0.00

$205,067.45

DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 Dallas, TX 75201

Remaining Claim

1769

Grand Prix Addison (SS) LLC

DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201

$206,935.56

$0.00

$0.00

$0.00

$206,935.56

Filed On:

2/17/2011

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Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

Debtor Grand Prix Las Colinas LLC Name and Address of Claimant Secured $96,432.53 Administrative $0.00 Priority $0.00

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim #

Unsecured $0.00

Total $96,432.53

Claim To Be Disallowed Filed On:

51 7/30/2010

Creditor:

DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201

Remaining Claim

1770

Grand Prix Las Colinas LLC

DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201

$101,210.07

$0.00

$0.00

$0.00

$101,210.07

Filed On:

2/17/2011

Claim To Be Disallowed Filed On:

386 9/28/2010

Grand Prix IHM, Inc

Creditor:

$0.00

$0.00

$1,540.92

$155.00

$1,695.92

INDIANA DEPARTMENT OF REVENUE CAROL LUSHELL BANKRUPTCY SECTION N-240 100 NORTH SENATE AVENUE Indianapolis, IN 46204

Remaining Claim Filed On:

1789 3/28/2011

Grand Prix IHM, Inc

INDIANA DEPARTMENT OF REVENUE ATTN: CAROL LUSHELL 100 NORTH SENATE AVENUE BANKRUPTCY SECTION, N-240 INDIANAPOLIS, IN 46204

$0.00

$0.00

$4,479.61

$445.89

$4,925.50

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Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

Debtor Grand Prix Islandia LLC Name and Address of Claimant Secured Administrative Priority

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim #

Unsecured

Total

Claim To Be Disallowed Filed On:

253 9/21/2010

Creditor:

LINDA SUMMERS JOSEPH J. PERRINI III LAW OFFICE OF JOSEPH J. PERRINI 2876 MERRICK ROAD BELLMORE, NY 11710

$0.00

$0.00

$0.00

$0.00

$0.00

Claim To Be Disallowed Filed On:

253 9/21/2010

Innkeepers USA Trust, et al.

Creditor:

LINDA SUMMERS JOSEPH J. PERRINI III LAW OFFICE OF JOSEPH J. PERRINI 2876 MERRICK ROAD BELLMORE, NY 11710

$0.00

$0.00

$0.00

$0.00

$0.00

Remaining Claim

319

Innkeepers USA Trust, et al.

MORENUS, CONWAY GOREN & BRANDMAN TOM GURAN LONG ISLAND NY FLO 58 SOUTH SERVICE ROAD-SUITE 350 Melville, NY 11747

$0.00

$0.00

$0.00

$2,000,000.00

$2,000,000.00

Filed On:

9/27/2010

Claim To Be Disallowed Filed On:

50 7/30/2010

Grand Prix Arlington LLC

Creditor:

$171,805.12

$0.00

$0.00

$0.00

$171,805.12

TARRANT COUNTY ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201

Remaining Claim Filed On:

1767 2/17/2011

Grand Prix Arlington LLC

TARRANT COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600

$92,371.85

$0.00

$0.00

$0.00

$92,371.85

DALLAS, TX 75201
Claims To Be Disallowed Totals
10 $954,247.58 $0.00 $7,096.92 $2,306.50 $963,651.00

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