You are on page 1of 59

Hearing Date: June 23, 2011 at 10:00 a.m. (ET) Response Deadline: June 16, 2011 at 4:00 p.m.

(ET)

James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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. 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 HEARING ON DEBTORS EIGHTH OMNIBUS OBJECTION TO CLAIMS (CLAIMS TO BE RECLASSIFIED, CLAIMS TO BE ADJUSTED, COMPOUND CLAIMS TO BE RECLASSIFIED, WRONG DEBTOR CLAIMS, NO LIABILITY CLAIMS, AND AMENDED AND REPLACED CLAIMS)

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 18928358.4

PLEASE TAKE NOTICE that a hearing (the Hearing)2 for the relief requested in the above-referenced objection (the Objection) will be held, to the extent timely responses to the Objection are filed or a Hearing is otherwise deemed necessary, before the Honorable Shelley C. Chapman, 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 June 23, 2011 at 10:00 a.m. prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any responses to the Objection: (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 so as to be actually received no later than June 16, 2011 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 responses that are timely filed, served, and received will be considered.

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

New York, New York Dated: May 24, 2011

/s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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. 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

Hearing Date: June 23, 2011 at 10:00 a.m. (ET) Response Deadline: June 16, 2011 at 4:00 p.m. (ET)

James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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. 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 EIGHTH OMNIBUS OBJECTION TO CLAIMS (CLAIMS TO BE RECLASSIFIED, CLAIMS TO BE ADJUSTED, COMPOUND CLAIMS TO BE RECLASSIFIED, WRONG DEBTOR CLAIMS, NO LIABILITY CLAIMS, AND AMENDED AND REPLACED CLAIMS)

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.

THIS OBJECTION SEEKS TO DISALLOW, EXPUNGE, RECLASSIFY, ADJUST, AND/OR REDUCE CERTAIN FILED PROOFS OF CLAIM. CLAIMANTS RECEIVING THIS OBJECTION
SHOULD LOCATE THEIR NAMES AND CLAIMS ON

SCHEDULES 1-6 TO EXHIBIT A ATTACHED TO THIS


OBJECTION

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), object (this Objection) to certain proofs of Claim (as defined below) listed on Schedules 1-6 to Exhibit A attached hereto (the Disputed Claims) and seek entry of an order, substantially in the form attached hereto as Exhibit A, disallowing, expunging, reclassifying, adjusting, and/or reducing such Disputed Claims, as appropriate, pursuant to section 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). In support of this Objection, the Debtors rely on the Declaration of Todd Brents in Support of Debtors Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) (the Brents Declaration), filed contemporaneously herewith. In further support of this Objection, the Debtors respectfully state as follows: Jurisdiction 1. 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 in this Court pursuant to 28 U.S.C. 1408 and 1409. The bases for the relief requested herein are sections 105(a) and 502(b) of the

Bankruptcy Code and Bankruptcy Rule 3007.

Relief Requested 4. By this omnibus Objection, and pursuant to sections 105(a) and 502(b) of the

Bankruptcy Code and Bankruptcy Rule 3007, the Debtors respectfully request that the Court enter an order granting the following relief: (a) Reclassifying the proofs of Claim listed on Schedule 1 that are improperly asserted against the wrong Debtor so that they are asserted against the correct Debtor (Claims to be Reclassified). Certain of the Claims to be Reclassified also are objectionable because they are inconsistent with the potential amounts and priorities reflected in the Debtors books and records. As shown on Schedule 1, in such instances, the Debtors seek to reduce or adjust, as well as reclassify, such Claims. Reclassifying the priorities of the proofs of Claim listed on Schedule 2 that are improperly asserted in an inaccurate priority so that they are asserted in the accurate priority (Claims to be Adjusted). Certain of the Claims to be Adjusted are also objectionable in that they seek recovery of amounts in excess of the potential liabilities reflected in the Debtors books and records. As shown on Schedule 2, in such instances, the Debtors seek to reduce, as well as reclassify, such Claims. Reclassifying and dividing proofs of Claim listed on Schedule 3 that are filed against a single Debtor to reflect accurately the multiple Debtors against which such claimant may hold a Claim (the Compound Claims to be Reclassified). Certain of the Compound Claims are also objectionable because they are assigned priorities that are not reflected in the Debtors books and records or seek recovery of amounts in excess of the potential liabilities reflected in the Debtors books and records. As shown in Schedule 3, in such instances, the Debtors seek to reduce or adjust, as well as reclassify, such Claims. Expunging and disallowing the proofs of Claim, identified as Wrong Debtor Claim on Schedule 4 (the Wrong Debtor Claims), that the Debtors have determined are duplicates of the proofs of Claim identified on Schedule 4 as Remaining Claim (the Surviving Claims). This Objection does not address the Surviving Claims. Expunging and disallowing the proofs of Claim listed on Schedule 5 that are not reflected in any amount in the Debtors books and records (the No Liability Claims). Disallowing and expunging the proofs of Claim identified on Schedule 6 (the Amended and Superseded Claims) that have been amended and

(b)

(c)

(d)

(e)

(f)

replaced by another proof of Claim (the Superseding Claim). This objection does not address the Superseding Claims. 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. 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). 6. On May 19, 2011, the Court entered an order approving the Debtors disclosure

statement and solicitation procedures [Docket No. 1441]. The confirmation hearing for the Debtors proposed plan of reorganization is scheduled for June 23, 2011. Claims Reconciliation Process 7. On or around September 1, 2010, the Debtors filed their statements of financial

affairs and schedules of assets and liabilities, current income and expenditures, and executory contracts and unexpired leases as required by section 521 of the Bankruptcy Code (collectively, the Exhibits). 8. On September 16, 2010, the Court entered an order [Docket No. 440] establishing

certain dates and deadlines for filing proofs of claim in the Chapter 11 Cases (the Bar Date Order). Specifically, among other things, the Court established: (a) October 29, 2010, as the deadline for all persons and entities holding or wishing to assert a claim (as defined in

section 101(5) of the Bankruptcy Code) against any of the Debtors that arose prior to the Petition Date (each, a Claim), including any Claim arising under section 503(b)(9) of the Bankruptcy Code, to file proof of such Claim in writing; and (b) January 18, 2011, as the deadline for all governmental units holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date to file proof of such Claim in writing. 9. On March 29, 2011, the Court entered an order approving omnibus Claims

objection procedures in the Chapter 11 Cases [Docket No. 1064]. 10. To date, entities have filed nearly 2,000 proofs of Claim against the Debtors

asserting more than $6.75 billion in aggregate liabilities. Objections 11. A filed proof of claim is deemed allowed unless a party in interest objects thereto.

See 11 U.S.C. 502(a); see also id. 1111(a) (A proof of claim . . . is deemed filed under section 501 of this title for any claim . . . that appears in the schedules . . . except a claim . . . that is scheduled as disputed, contingent, or unliquidated.). If an objection refuting at least one of the claims essential allegations is asserted, the claimant has the burden to demonstrate validity of the claim. See, e.g., Sherman v. Novak (In re Reilly), 245 B.R. 768, 773 (2d Cir. BAP 2000); In re Rockefeller Ctr. Props., 272 B.R. 524, 539 (Bankr. S.D.N.Y. 2000); In re St. Johnsbury Trucking Co., 206 B.R. 318. 323 (Bankr. S.D.N.Y. 1997). A. Claims to be Reclassified 12. The Debtors object to 60 Claims to be Reclassified. As described in the Brents

Declaration, the Debtors books and records show that the Claims are against an incorrect Debtor. Failure to reclassify the Claims to be Reclassified could result in the relevant claimants, as well as certain other creditors of the affected Debtors, receiving an unwarranted recovery against the Debtors, to the detriment of other similarly-situated creditors. Therefore, the Claims 5

to be Reclassified should be reclassified as Claims against the Debtors listed in the rows entitled Correct Debtor/Adjusted Priority/Remaining Claim on Schedule 1, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. See 11 U.S.C. 502(a). B. Claims to be Adjusted 13. The Debtors object to five Claims to be Adjusted. As described in the Brents

Declaration, the Debtors books and records show that the Claims have an incorrect priority. Failure to adjust the Claims to be Adjusted could result in the relevant claimants receiving an unwarranted recovery against the Debtors, to the detriment of other similarly-situated creditors. Therefore, the Claims to be Adjusted should be reclassified to the priorities identified in the rows entitled Adjusted Priority/Remaining Claim on Schedule 2, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. See 11 U.S.C. 502(a). C. Compound Claims to be Reclassified 14. The Debtors object to eight Compound Claims to be Reclassified. The

Compound Claims to be Reclassified listed on Schedule 3 include those proofs of Claim filed against a single Debtor that the Debtors have determined are appropriately divided across multiple Debtors. As described in the Brents Declaration, after reviewing their books and records, the Debtors have identified the appropriate Debtors against which such Claims may be valid. This Objection seeks to reclassify the Compound Claims to be Reclassified as Claims against the Debtors listed in the rows entitled New Claim on Schedule 3, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. See 11 U.S.C. 502(a).

D.

Wrong Debtor Claims 15. The Debtors object to 18 Wrong Debtor Claims. As described in the Brents

Declaration, the Debtors have reviewed the Wrong Debtor Claims and have determined that they duplicate the Surviving Claims, except that the Wrong Debtor Claims are filed against a different (and inappropriate) Debtor than the Surviving Claims. While the claimants may be entitled to a claim against a certain Debtor, the Debtors have determined that their books and records do not reflect the liabilities asserted in the Wrong Debtor Claims, and therefore these Claims must be expunged. 16. If these Wrong Debtor Claims are not formally expunged or disallowed, the

potential exists for double recoveries by the claimants. Moreover, elimination of such claims will streamline and enable the Debtors to maintain a more accurate claims register. 17. Accordingly, the Debtors hereby request that the Court enter an order expunging

and disallowing those Wrong Debtor Claims identified on Schedule 4 as Wrong Debtor Claim. This Objection does not affect the Surviving Claims identified on Schedule 4 as the Remaining Claim, and the Debtors reserve their right to object to the Surviving Claims on any ground whatsoever. E. No Liability Claims 18. The Debtors hereby object to three No Liability Claims. As described in the

Brents Declaration, the No Liability Claims listed on Schedule 5 either were paid prepetition or otherwise are not reflected by the Debtors books and records. Specifically: Debtor Innkeepers Financing Partnership LP paid the amounts asserted Claim number 705, filed by the Commonwealth of Massachusetts against Innkeepers USA Limited Partnership, by check number 48975 on April 14, 2006. Claim number 1555, filed by Quoizel, Inc. against Innkeepers USA Limited Partnership, is on account of a cancelled purchase order. The 7

Debtors cancelled the purchase order before the Petition Date and forfeited their deposit of 50% of the purchase order amount. The Debtors books and records show no further amounts owing to Quoizel, Inc. on account of the purchase order. Claim number 1227, filed by Sterling Palm Beach, LLC, against Innkeepers USA Trust et al., is on account of a cancelled lease. The Debtors reached a prepetition settlement with the claimant. And the Debtors books and records show no further amounts owing, pursuant to the prepetition settlement or otherwise.

19.

In sum, the Debtors owe no liability on account of the No Liability Claims.

Accordingly, the Debtors hereby request that the Court enter an order expunging and disallowing each No Liability Claim identified on Schedule 5 as a Claim To Be Disallowed. F. Amended and Superseded Claims 20. The Debtors object to four Amended and Superseded Claims. Following a

thorough review of the Claims filed by the applicable Bar Date, the Debtors have determined that the Amended and Superseded Claims have been amended or replaced by subsequently filed proofs of Claim, as identified on Schedule 6. The Debtors object to each Amended and

Superseded Claim on the basis that to allow both Claims to remain in the Claims register would be duplicative and would lead to multiple recoveries on a single Claim. 21. Accordingly, the Debtors respectfully request this Court enter an order

disallowing and expunging the Amended and Superseded Claims such that only one proof of each Claim remainsthe Superseding Claims reflecting the amended or replaced amount of the respective Claims. Motion Practice 22. This Objection 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

Objection. Accordingly, the Debtors submit that this Objection satisfies Rule 9013-1(a) of the Local Rules of Bankruptcy Procedure for the Southern District of New York. Reservation of Rights 23. This Objection is limited to the grounds stated herein. Accordingly, it is without

prejudice to the rights of the Debtors or any other party in interest to object to any of the Disputed Claims or any of the Surviving Claims on any ground whatsoever and the Debtors expressly reserve all further substantive or procedural objections they may have. Notice 24. The Debtors have provided notice of this Motion to 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.

WHEREFORE, the Debtors respectfully request that the Court grant the relief requested in the Objection and such other relief as the Court deems just and proper. New York, New York Dated: May 24, 2011 /s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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. 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

10

Exhibit A Proposed Order

James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 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 EIGHTH OMNIBUS OBJECTION TO CLAIMS (CLAIMS TO BE RECLASSIFIED, CLAIMS TO BE ADJUSTED, COMPOUND CLAIMS TO BE RECLASSIFIED, WRONG DEBTOR CLAIMS, NO LIABILITY CLAIMS, AND AMENDED AND REPLACED CLAIMS)

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.

Upon the Debtors Eighth Omnibus Debtors Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and 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 reclassifying, adjusting, reducing, disallowing and expunging the Disputed Claims, as appropriate, listed on Schedules 1-6 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 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. Each Claim to Be Reclassified listed on Schedule 1 attached hereto is hereby

reclassified as to Debtor, as well as adjusted as to priority, and/or reduced as to amount, as applicable, in the manner identified in the corresponding row entitled Correct Debtor/Adjusted Priority/Remaining Claim on Schedule 1 attached hereto, subject to the Debtors right to object

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Objection.

on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. 3. Each Claim to Be Adjusted listed on Schedule 2 attached hereto is hereby

adjusted as to priority and, to the extent applicable, reduced as to amount, in the manner identified in the corresponding row entitled Correct Debtor/Remaining Claim on Schedule 2 attached hereto, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. 4. Each Compound Claim to Be Reclassified listed in Schedule 3 attached hereto is

hereby reclassified as to Debtor, as well as adjusted as to priority and/or reduced as to amount, as applicable, in the manner identified in the corresponding rows entitled New Claim on Schedule 3 attached hereto. 5. The Wrong Debtor Claims listed in Schedule 4 attached hereto are hereby

disallowed and expunged in their entirety. 6. The No Liability Claims listed on Schedule 5 attached hereto are hereby

disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 7. The Amended and Superseded Claims listed on Schedule 6 attached hereto are

hereby disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 8. 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. 9. 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.

10.

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

enforceable upon its entry. 11. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 12. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Objection. 13. 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

Honorable Shelley C. Chapman United States Bankruptcy Judge

Schedule 1 Claims to be Reclassified

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $471.05

In re:Innkeepers USA Trust Case No 10-13800

Total $471.05

Filed Claim Amount

1739

Creditor:
21ST CENTURY POOLS & SPAS ATTN: ROBERT SULLIVAN 3736 VESTAL PARKWAY EAST VESTAL, NY 13850

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

1/5/2011 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$434.54

$434.54

Filed Claim Amount

162

Innkeepers USA Trust, et al.

Creditor:
ABLE BODY LABOR ATTN: V. CRANE 3040 GULF TO BAY BLVD CLEARWATER, FL 33759

$0.00

$0.00

$0.00

$646.35

$646.35

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/24/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$451.75

$451.75

Filed Claim Amount

196.72

Grand Prix Tukwila LLC

Creditor:
ABSOLUTE VINYL FENCE, INC. ATTN: EVAN VANCE 16813 20TH AVE. WEST LYNNWOOD, WA 98037

$8,749.05

$0.00

$0.00

$0.00

$8,749.05

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/30/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$8,749.05

$8,749.05

Filed Claim Amount

197.44

Grand Prix Lynnwood LLC

Creditor:
ABSOLUTE VINYL FENCE, INC. ATTN: EVAN VANCE 16813 20TH AVE. WEST LYNNWOOD, WA 98037

$876.00

$0.00

$0.00

$0.00

$876.00

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/30/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$876.00

$876.00

Page 1

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Grand Prix Grand Rapids LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $233.19

In re:Innkeepers USA Trust Case No 10-13800

Total $233.19

Filed Claim Amount

1660

Creditor:
APCO INC ATTN: J. MICHAEL ZIGOVITS 5511 ENTERPRISE DRIVE LANSING, MI 48911

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

11/11/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$52.19

$52.19

Filed Claim Amount

1306

Grand Prix Lynnwood LLC

Creditor:
AQUA QUIP TRISH CERDA 730 SW 34TH ST RENTON, WA 98057

$0.00

$0.00

$0.00

$505.09

$505.09

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/29/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$505.09

$505.09

Filed Claim Amount

1363

Grand Prix Tukwila LLC

Creditor:
AQUA QUIP ATTN: J.S. RILEY 730 SW 34TH ST RENTON, WA 98057

$0.00

$0.00

$0.00

$152.24

$152.24

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/29/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$152.24

$152.24

Filed Claim Amount

1742

Innkeepers USA Trust, et al.

Creditor:
ARLINGTON ENTERTAINMENT AREA MANAGEMENT DISTRICT ATTN: STAN WILKES P.O. BOX 941 ARLINGTON, TX 76004-0941

$2,669.50

$0.00

$2,669.50

$0.00

$5,339.00

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

1/11/2011 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$2,669.50

$2,669.50

Page 2

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $11.87

In re:Innkeepers USA Trust Case No 10-13800

Total $11.87

Filed Claim Amount

938

Creditor:
AUTOCRAT INC. ATTN: TINA DRITT 10 BLACKSTONE VALLEY PLACE LINCOLN, RI 02865

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/27/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$11.87

$11.87

Filed Claim Amount

570

Innkeepers USA Trust, et al. 10/7/2010

Creditor:
BELLSOUTH TELECOMMUNICATIONS, INC. CRYSTAL JOHNSON AT&T ATTORNEY: JAMES GRUDUS ONE AT&T WAY ROOM 3A218 BEDMINSTER, NJ 07921

$0.00

$0.00

$0.00

$1,715.23

$1,715.23

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$49.60

$49.60

Filed Claim Amount

1661

Grand Prix San Mateo LLC

Creditor:
BERKELEY FARMS LLC 25500 CLAWITER RD, HAYWARD, CA 94545

$0.00

$0.00

$0.00

$530.80

$530.80

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

11/11/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$462.98

$462.98

Filed Claim Amount

923

Innkeepers USA Trust, et al.

Creditor:
BEST WESTERN INTERNATIONAL INC Attn: Michael G. Helms, Attorney 6201 North 24th Parkway Phoenix, AZ 85016

$0.00

$0.00

$0.00

$22,053.80

$22,053.80

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/27/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$11,864.01

$11,864.01

Page 3

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $200.00 Unsecured $0.00

In re:Innkeepers USA Trust Case No 10-13800

Total $200.00

Filed Claim Amount

261

Creditor:
BOTTOMLINE TECHNOLOGIES INC. ATTN: DEBORAH A. FISHER 325 CORPORATE DRIVE PORTSMOUTH, NJ 03801

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/14/2010 Innkeepers USA Limited Partnership

$0.00

$0.00

$0.00

$200.00

$200.00

Filed Claim Amount

107

Innkeepers USA Trust, et al.

Creditor:
BRAUN LINEN SERVICE, INC. ATTN: CHRISTINA ABED 16530 S GARFIELD AVE PARAMOUNT, CA 90723

$0.00

$0.00

$0.00

$2,449.44

$2,449.44

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/18/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$2,448.81

$2,448.81

Filed Claim Amount

141

Innkeepers USA Trust, et al.

Creditor:
COOK'S LOCKSMITH SERVICES ATTN: TERESA CLARK 4614 POPLAR LEVEL ROAD LOUISEVILLE, KY 40213

$0.00

$0.00

$0.00

$92.75

$92.75

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/24/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$92.75

$92.75

Filed Claim Amount

1642

Innkeepers USA Trust, et al.

Creditor:
COUNTY OF SAN BERNARDINO ATTN: DIANE C. MCKENZIE OFFICE OF THE TAX COLLECTOR 172 WEST THIRD STREET SAN BERNARDINO, CA 92415

$737,054.59

$0.00

$0.00

$0.00

$737,054.59

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

11/8/2010 KPA HI Ontario LLC

$0.00

$0.00

$0.00

$0.00

$0.00

Page 4

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $1,947.14

In re:Innkeepers USA Trust Case No 10-13800

Total $1,947.14

Filed Claim Amount

565

Creditor:
CULINARY ART CATERING INC ATTN: VIVIAN MORGAN 14370 MARSH LANE ADDISON, TX 75001

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/6/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$1,947.14

$1,947.14

Filed Claim Amount

171

Innkeepers USA Trust, et al.

Creditor:
DANIELS EQUIPMENT COMPANY ATTN: SHAWN MORRISON 45 PRISCILLA LANE AUBURN, NH 3032

$0.00

$0.00

$0.00

$789.19

$789.19

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/30/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$278.31

$278.31

Filed Claim Amount

657

Innkeepers USA Trust, et al.

Creditor:
DELL MARKETING, L.P. C/O SABRINA L. STREUSAND ESQ STREUSAND & LANDON, LLP 811 BARTON SPRINGS RD. STE. 811 Austin, TX 78704

$0.00

$7,126.20

$0.00

$0.00

$7,126.20

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/15/2010 Innkeepers USA Limited Partnership

$0.00

$1,541.85

$0.00

$0.00

$1,541.85

Filed Claim Amount

239

Innkeepers USA Trust, et al.

Creditor:
ECM OFFICE EQUIPMENT, INC. ATTN: RONALD DENICOLA 28 BAITING PLACE ROAD FARMINGDALE, NY 11735

$0.00

$0.00

$0.00

$756.00

$756.00

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/14/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$756.00

$756.00

Page 5

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $4,021.80

In re:Innkeepers USA Trust Case No 10-13800

Total $4,021.80

Filed Claim Amount

1763

Creditor:
EDWARD DON & COMPANY ATTN: RITA GLASER 2500 S. HAREM AVE NORTH RIVERSIDE, IL 60546

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

2/1/2011 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$4,021.80

$4,021.80

Filed Claim Amount

1598

Innkeepers USA Trust, et al.

Creditor:
ENGELMAN'S BAKERY ATTN: CHRISTINA WING 6185 BROOK HOLLOW PKWY NORCROSS, GA 30071

$0.00

$0.00

$0.00

$897.83

$897.83

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

11/1/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$766.19

$766.19

Filed Claim Amount

98

Innkeepers USA Trust, et al.

Creditor:
ERNESTON & SONS PRODUCE, INC. ATTN: ELIZABETH ERNESTON 1220 ORTEGA RD. WEST PALM BEACH, FL 33405

$0.00

$0.00

$0.00

$301.90

$301.90

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/13/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$301.90

$301.90

Filed Claim Amount

1331

Grand Prix Schaumburg LLC

Creditor:
ERWYN PROMOTIONS 200 CAMPUS DR. SUITE C MORGANVILLE, NJ 07751

$0.00

$0.00

$0.00

$92.62

$92.62

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/29/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$92.62

$92.62

Page 6

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $380.18

In re:Innkeepers USA Trust Case No 10-13800

Total $380.18

Filed Claim Amount

117

Creditor:
EVERYTHING THAT GROWS ATTN: NANCY TRECENO 46 LOCUST DRIVE NESCONSET, NY 11767

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/20/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$380.18

$380.18

Filed Claim Amount

113

Grand Prix Sili II LLC

Creditor:
EXPRESS RADIO, INC. ATTN: ANN LOSITO 10850 WILES RD CORAL SPRINGS, FL 33076

$0.00

$0.00

$0.00

$820.00

$820.00

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/19/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$820.00

$820.00

Filed Claim Amount

416

Grand Prix San Mateo LLC

Creditor:
EXPRESS RADIO, INC. ATTN: ANN LOSITO 10850 WILES RD Coral Springs, FL 33076

$0.00

$0.00

$0.00

$593.00

$593.00

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/30/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$593.00

$593.00

Filed Claim Amount

462

Innkeepers USA Trust, et al.

Creditor:
FLORIDA PUBLIC UTILITIES ATTN: JULIE PETTY 401 SOUTH DIXIE HWY 3RD FLOOR WEST PALM BEACH, FL 33401

$0.00

$0.00

$0.00

$217.39

$217.39

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/28/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$217.39

$217.39

Page 7

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Grand Prix Montvale LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $647.96

In re:Innkeepers USA Trust Case No 10-13800

Total $647.96

Filed Claim Amount

1764

Creditor:
FOWLER EQUIPMENT COMPANY ATTN: KRISTEN VALLA 565 RAHWAY AVE UNION, NJ 07083

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

2/8/2011 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$647.96

$647.96

Filed Claim Amount

133

Innkeepers USA Trust, et al.

Creditor:
GIGANTIC CLEANERS # 34 ATTN: PRADIP V PATEL 9625 E ARAPAHOE RD ENGLEWOOD, CO 80112

$0.00

$0.00

$2,358.40

$2,358.40

$4,716.80

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/10/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$1,583.10

$1,583.10

Filed Claim Amount

626

Grand Prix Bulfinch LLC

Creditor:
HARPOON DISTRIBUTING COMPANY ATTN: ANDREW BERLANSTEIN HDC ACCOUNTS RECEIVABLE 306 NORTHERN AVE BOSTON, MA 02210

$0.00

$0.00

$0.00

$168.00

$168.00

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/13/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$168.00

$168.00

Filed Claim Amount

257

Innkeepers USA Trust, et al.

Creditor:
INTERIOR PLANT DESIGN ATTN: ROBERT RINKER 2826 DANIEL BRAY HWY. FRENCHTOWN, NJ 08825

$0.00

$0.00

$0.00

$620.60

$620.60

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/20/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$620.60

$620.60

Page 8

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $7,195.00 Unsecured $0.00

In re:Innkeepers USA Trust Case No 10-13800

Total $7,195.00

Filed Claim Amount

469.82

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/1/2010

KPA HS Anaheim, Creditor: LLC J&C PROFESSIONAL WINDOW CLEANING SERVICES ATTN: JOSE CERON Grand Prix Anaheim Orange Lessee LLC 2958 VALLE VISTA DR LOS ANGELES, CA 90065

$0.00

$0.00

$0.00

$7,195.00

$7,195.00

Filed Claim Amount

1718

Innkeepers USA Trust, et al.

Creditor:
KWIK SERVICE ELECTRONICS ATTN: STACEY URBAN 4211 BARDSTOWN RD LOUISVILLE, KY 40218

$0.00

$0.00

$0.00

$98.67

$98.67

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

12/17/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$78.67

$78.67

Filed Claim Amount

664

Innkeepers USA Limited Partnership

Creditor:
MCMASTER-CARR SUPPLY CO. ATTN: ROBERT D. PRITT 735 EIGHTH ST S NAPLES, FL 34102

$0.00

$0.00

$0.00

$158.12

$158.12

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/15/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$158.12

$158.12

Filed Claim Amount

137

Innkeepers USA Trust, et al.

Creditor:
METRO APPLIANCE SERVICE ATTN: JUDY MILLER 1640 S. BROADWAY DENVER, CO 80210

$0.00

$0.00

$0.00

$658.27

$658.27

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/24/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$658.27

$658.27

Page 9

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $60.90

In re:Innkeepers USA Trust Case No 10-13800

Total $60.90

Filed Claim Amount

35

Creditor:
MIDWESTERN SPECIALTY ADVERTISING ATTN: JAMES SMITH 5135 JOY RD. DEXTER, MI 48130

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/6/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$60.90

$60.90

Filed Claim Amount

36

Innkeepers USA Trust, et al.

Creditor:
MIDWESTERN SPECIALTY ADVERTISING ATTN: JAMES SMITH 5135 JOY RD. DEXTER, MI 48130

$0.00

$0.00

$0.00

$81.90

$81.90

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/6/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$81.90

$81.90

Filed Claim Amount

37

Innkeepers USA Trust, et al.

Creditor:
MIDWESTERN SPECIALTY ADVERTISING ATTN: JAMES SMITH 5135 JOY RD. DEXTER, MI 48130

$0.00

$0.00

$0.00

$166.90

$166.90

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/6/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$166.90

$166.90

Filed Claim Amount

38

Innkeepers USA Trust, et al.

Creditor:
MIDWESTERN SPECIALTY ADVERTISING ATTN: JAMES SMITH 5135 JOY RD. DEXTER, MI 48130

$0.00

$0.00

$0.00

$168.90

$168.90

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/6/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$168.90

$168.90

Page 10

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $299.90

In re:Innkeepers USA Trust Case No 10-13800

Total $299.90

Filed Claim Amount

39

Creditor:
MIDWESTERN SPECIALTY ADVERTISING ATTN: JAMES SMITH 5135 JOY RD. DEXTER, MI 48130

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/6/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$299.90

$299.90

Filed Claim Amount

61

KPA HI Ontario LLC

Creditor:
PACIFIC RIM MECHANICAL CONTRACTORS, INC ATTN: ERIC BADER 7655 CONVOY COURT SAN DIEGO, CA 92111

$0.00

$0.00

$0.00

$13,347.25

$13,347.25

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/9/2010 Grand Prix Ontario Lessee, LLC

$0.00

$0.00

$0.00

$13,347.25

$13,347.25

Filed Claim Amount

629

Innkeepers USA Trust, et al.

Creditor:
POOLE'S LAWN SERVICE, INC. ATTN: MARK ROBERT POOLE P.O. BOX 1646 KENNESAW, GA 30144

$0.00

$0.00

$4,230.00

$4,230.00

$8,460.00

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/13/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$2,115.00

$2,115.00

Filed Claim Amount

622

Innkeepers USA Trust, et al.

Creditor:
PORTLAND WATER DISTRICT ATTN: THOMAS QUIRK 225 DOUGLASS STREET P.O. BOX 3553 PORTLAND, ME 04104

$0.00

$0.00

$0.00

$871.72

$871.72

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/12/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$728.22

$728.22

Page 11

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Grand Prix Westchester LLC Name and Address of Claimant Secured $0.00 Administrative $1,742.46 Priority $0.00 Unsecured $565.46

In re:Innkeepers USA Trust Case No 10-13800

Total $2,307.92

Filed Claim Amount

213

Creditor:
RONNOCO COFFEE COMPANY C/O ANDREW G. NEILL 222 S. CENTRAL AVE. STE. 202 ST. LOUIS, MO 63105

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/7/2010 Grand Prix Fixed Lessee LLC

$0.00

$2,307.92

$0.00

$0.00

$2,307.92

Filed Claim Amount

248

Innkeepers USA Trust, et al.

Creditor:
ROOMSERVICE AMENITIES ATTN: CHARMAINE GARDNER 1010 CAMPUS DRIVE WEST MORGANVILLE, NJ 07751

$0.00

$0.00

$0.00

$870.54

$870.54

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/20/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$870.54

$870.54

Filed Claim Amount

456

Innkeepers USA Trust, et al.

Creditor:
S.W.H. SUPPLY COMPANY ATTN: LINDA C ANDERSON 242 EAST MAIN STREET LOUISVILLE, KY 40202

$0.00

$0.00

$0.00

$424.98

$424.98

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/28/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$98.78

$98.78

Filed Claim Amount

1450

Grand Prix Lynnwood LLC

Creditor:
SIERRA LIQUIDITY FUND, LLC - ASSIGNEE & ATT-IN-FACT FOR AQUA QUIP ASSIGNOR ATTN: J.S. RILEY 2699 WHITE ROAD, SUITE 255 IRVINE, CA 92614

$0.00

$221.69

$0.00

$0.00

$221.69

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/29/2010 Grand Prix Fixed Lessee LLC

$0.00

$221.69

$0.00

$0.00

$221.69

Page 12

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Grand Prix Schaumburg LLC Name and Address of Claimant Secured $0.00 Administrative $587.52 Priority $0.00 Unsecured $0.00

In re:Innkeepers USA Trust Case No 10-13800

Total $587.52

Filed Claim Amount

1476

Creditor:
SIERRA LIQUIDITY FUND, LLC - ASSIGNEE & ATT-IN-FACT FOR ERWYN PROMOTIONS - ASSIGNOR ATTN: J.S. RILEY 2699 WHITE ROAD, SUITE 255 IRVINE, CA 92614

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/29/2010 Grand Prix Fixed Lessee LLC

$0.00

$587.52

$0.00

$0.00

$587.52

Filed Claim Amount

1406

Grand Prix Morristown LLC

Creditor:
SIERRA LIQUIDITY FUND, LLC- ASSIGNEE & ATT-IN-FACT FOR D'ARTAGNAN, ASSIGNOR ATTN: J.S. RILEY 2699 WHITE ROAD, SUITE 255 IRVINE, CA 92614

$0.00

$2,537.24

$0.00

$40.00

$2,577.24

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim


Grand Prix Floating Lessee LLC

$0.00

$2,320.85

$0.00

$0.00

$2,320.85

Filed Claim Amount

1445

Grand Prix Lynnwood LLC

Creditor:
SIERRA LIQUIDITY FUND, LLC ASSIGNEE & ATT-IN-FACT FOR SEATTLE PRINT WORKS - ASSIGNOR ATTN: J.S. RILEY 2699 WHITE ROAD, SUITE 255 IRVINE, CA 92614

$0.00

$386.21

$0.00

$0.00

$386.21

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/29/2010 Grand Prix Fixed Lessee LLC

$0.00

$386.21

$0.00

$0.00

$386.21

Filed Claim Amount

918

KPA HI Ontario LLC

Creditor:
SKADDEN. ARPS, SLATE, MEAGHER & FLOM LLP ATTN: VERED RABIA, RAND APRIL, NEIL ROCK & VAN DURRER FOUR TIMES SQUARE NEW YORK, NY 10036

$0.00

$0.00

$0.00

$90,480.00

$90,480.00

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/26/2010 Innkeepers USA Limited Partnership

$0.00

$0.00

$0.00

$90,480.00

$90,480.00

Page 13

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $580.00 Priority $0.00 Unsecured $580.00

In re:Innkeepers USA Trust Case No 10-13800

Total $1,160.00

Filed Claim Amount

299

Creditor:
THE CRAB BROKER, INC. PO BOX 80150 Las Vegas, NV 89180-0150

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/24/2010 Grand Prix Floating Lessee LLC

$0.00

$580.00

$0.00

$0.00

$580.00

Filed Claim Amount

1541

Innkeepers USA Trust, et al.

Creditor:
THE SHERATON LLC ATTN: MARC WHITMER General Counsel - Franchise Division 600 Galleria Parkway, Suite 1700 Atlanta, GA 30339

$0.00

$0.00

$0.00

$1,524,969.52

$1,524,969.52

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/29/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$18,118.52

$18,118.52

Filed Claim Amount

1545

Innkeepers USA Trust, et al.

Creditor:
THE SHERATON LLC ATTN: MARC WHITMER General Counsel - Franchise Division 600 Galleria Parkway, Suite 1700 Atlanta, GA 30339

$0.00

$0.00

$0.00

$905,672.89

$905,672.89

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/29/2010 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$43,375.89

$43,375.89

Filed Claim Amount

1017

Innkeepers USA Trust, et al.

Creditor:
THOMSON REUTERS (MARKETS) LLC C/O SARAH E. DOERR, ESQ. 4800 WELLS FARGO CENTER 90 SOUTH SEVENTH STREET MINNEAPOLIS, MN 55402

$0.00

$0.00

$0.00

$810.26

$810.26

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/28/2010 Innkeepers USA Limited Partnership

$0.00

$0.00

$0.00

$810.26

$810.26

Page 14

Eighth Omnibus Objection

Schedule 1 Claims to be Reclassified


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $772.00

In re:Innkeepers USA Trust Case No 10-13800

Total $772.00

Filed Claim Amount

66

Creditor:
TRIPLE A PUMPING & JETTING SERVICES, INC. ATTN: RON TAYLOR PO BOX 1147 ORANGE, CA 92869

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/11/2010 Grand Prix RIGG Lessee LLC

$0.00

$0.00

$0.00

$772.00

$772.00

Filed Claim Amount

1774

Innkeepers USA Trust, et al.

Creditor:
UNIVERSAL SIGN SYSTEMS ATTN: L.W. MCDONOUGH 5001 FALCON VIEW SE GRAND RAPIDS, MI 49512

$0.00

$0.00

$0.00

$871.60

$871.60

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

3/9/2011 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$871.60

$871.60

Filed Claim Amount

569

Innkeepers USA Limited Partnership

Creditor:
VORTEX INDUSTRIES INC. MELISSA MCGOWN 3198-M AIRPORT LOOP DR. Costa Mesa, CA 92626

$0.00

$0.00

$0.00

$434.62

$434.62

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/7/2010 Grand Prix Fixed Lessee LLC

$0.00

$0.00

$0.00

$434.62

$434.62

Filed Claim Amount

1540

Innkeepers USA Trust, et al.

Creditor:
WESTIN HOTEL MANAGEMENT LP ATTN: MARC WHITMER General Counsel - Franchise Division 600 Galleria Parkway, Suite 1700 Atlanta, GA 30339

$0.00

$0.00

$0.00

$4,590,306.33

$4,590,306.33

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

10/29/2020 Grand Prix Morristown LLC

$0.00

$0.00

$0.00

$109,805.33

$109,805.33

Filed Claim Totals Modified Priority Status/Reduced Amount Totals

60

$749,349.14 $0.00

$13,181.32 $7,946.04

$16,652.90 $0.00

$7,180,414.55 $332,911.14

$7,959,597.91 $340,857.18

Page 15

Schedule 2 Claims to be Adjusted

Eighth Omnibus Objection

Schedule 2 Claims to be Adjusted


Claim # Debtor Grand Prix Anaheim Orange Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $547.01 Unsecured $547.01

In re:Innkeepers USA Trust Case No 10-13800

Total $1,094.02

Filed Claim Amount

293

Creditor:
ADVANCED RESTAURANT SUPPLY ATTN: JESSICA MENA 337 WEST GROVE AVENUE

Filed On: Adjusted Priority/ Remaining Claim

9/24/2010 Grand Prix Anaheim Orange Lessee LLC

ORANGE, CA 92865

$0.00

$126.15

$0.00

$420.86

$547.01

Filed Claim Amount

296

Grand Prix RIGG Lessee LLC

Creditor:
ANAHEIM TRANSPORTATION NETWORK

$0.00

$0.00

$9,052.80

$9,052.80

$18,105.60

Filed On: Adjusted Priority/ Remaining Claim

9/24/2010 Grand Prix RIGG Lessee LLC

1280 SOUTH ANAHEIM BLVD Anaheim, CA 92805 $0.00 $0.00 $0.00 $9,052.80 $9,052.80

Filed Claim Amount

297

Grand Prix Anaheim Orange Lessee LLC

Creditor:
ANAHEIM TRANSPORTATION NETWORK

$0.00

$0.00

$9,055.36

$9,055.36

$18,110.72

Filed On: Adjusted Priority/ Remaining Claim

9/24/2010 Grand Prix Anaheim Orange Lessee LLC

1280 SOUTH ANAHEIM BLVD Anaheim, CA 92805 $0.00 $0.00 $0.00 $9,055.36 $9,055.36

Filed Claim Amount

944

Grand Prix Ontario Lessee, LLC

Creditor:
FORCE ONE GROUP ATTN: OBAID AMAN 3450 WILSHIRE BOULEVARD, SUITE 1010

$0.00

$0.00

$4,176.00

$4,176.00

$8,352.00

Filed On: Adjusted Priority/ Remaining Claim

10/27/2010 Grand Prix Ontario Lessee, LLC

LOS ANGELES, CA 90010

$0.00

$0.00

$0.00

$3,625.00

$3,625.00

Page 1

Eighth Omnibus Objection

Schedule 2 Claims to be Adjusted


Claim # Debtor Grand Prix Anaheim Orange Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $1,002.00 Unsecured $482.17

In re:Innkeepers USA Trust Case No 10-13800

Total $1,484.17

Filed Claim Amount

300

Creditor:
MCHENRY PLANTATION ASSOCIATES ATTN: NICOLE MCHENRY 3303 HARBOR BLVD SUITE B-7

Filed On: Adjusted Priority/ Remaining Claim

9/24/2010 Grand Prix Anaheim Orange Lessee LLC

Costa Mesa, CA 92626

$0.00

$288.51

$0.00

$1,195.66

$1,484.17

Filed Claim Totals Modified Priority Status/Reduced Amount Totals

$0.00 $0.00

$0.00 $414.66

$23,833.17 $0.00

$23,313.34 $23,349.68

$47,146.51 $23,764.34

Page 2

Schedule 3 Compound Claims to be Reclassified

Eighth Omnibus Objection

Schedule 3 Compound Claims to be Reclassified


Claim # Debtor Name and Address of Claimaint Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $8,393.14

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Total $8,393.14

Claim to be Disallowed*:

1352

Innkeepers USA Trust, et MEDTOX LABORATORIES al. ATTN: MICHELLE WALKER 402 WEST COUNTY RD D St. Paul, MN 55112 Total:

$0.00

$0.00

$0.00

$8,393.14

$8,393.14

New Claim: 99990099 Grand Prix Fixed Lessee MEDTOX LABORATORIES LLC ATTN: MICHELLE WALKER 402 WEST COUNTY RD D St. Paul, MN 55112 New Claim: 99990100 Grand Prix Floating Lessee LLC

$0.00

$0.00

$0.00

$2,444.47

$2,444.47

MEDTOX LABORATORIES ATTN: MICHELLE WALKER 402 WEST COUNTY RD D St. Paul, MN 55112

$0.00

$0.00

$0.00

$1,259.46

$1,259.46

New Claim: 99990101 Grand Prix General Lessee LLC

MEDTOX LABORATORIES ATTN: MICHELLE WALKER 402 WEST COUNTY RD D St. Paul, MN 55112

$0.00

$0.00

$0.00

$233.76

$233.76

New Claim: 99990102 Grand Prix Ontario Lessee, LLC

MEDTOX LABORATORIES ATTN: MICHELLE WALKER 402 WEST COUNTY RD D St. Paul, MN 55112

$0.00

$0.00

$0.00

$321.42

$321.42

New Claim: 99990103 Grand Prix RIGG Lessee MEDTOX LABORATORIES LLC ATTN: MICHELLE WALKER 402 WEST COUNTY RD D St. Paul, MN 55112

$0.00

$0.00

$0.00

$175.32

$175.32

Page1of9

Eighth Omnibus Objection

Schedule 3 Compound Claims to be Reclassified


Claim # Debtor Name and Address of Claimaint Secured Administrative Priority Unsecured

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Total

New Claim: 999900104 Grand Prix Anaheim Orange Lessee LLC

MEDTOX LABORATORIES ATTN: MICHELLE WALKER 402 WEST COUNTY RD D St. Paul, MN 55112

$0.00

$0.00

$0.00

$58.44

$58.44

New Claim: 999900105 KPA Leaseco Holding, Inc.

MEDTOX LABORATORIES ATTN: MICHELLE WALKER 402 WEST COUNTY RD D St. Paul, MN 55112

$0.00

$0.00

$0.00

$3,009.66

$3,009.66

New Claim: 999900106 Grand Prix RIMV Lessee, LLC

MEDTOX LABORATORIES ATTN: MICHELLE WALKER 402 WEST COUNTY RD D St. Paul, MN 55112 Adjusted Total:

$0.00

$0.00

$0.00

$58.44

$58.44

$0.00

$0.00

$0.00

$7,560.97

$7,560.97

* Original filed claim asserted invoices that were tied to non-filing entities

Page2of9

Eighth Omnibus Objection

Schedule 3 Compound Claims to be Reclassified


Claim # Debtor Name and Address of Claimaint Secured $0.00 Administrative $3,310.60 Priority $0.00 Unsecured $3,726.12

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Total $7,036.72

Claim to be Disallowed*:

618

Innkeepers USA Trust, et K&G COFFEE COMPANY al. ATTN: PATRICIA FRIES 2835 BRIDGE ST. PHILADELPHIA, PA 19137 Total:

$0.00

$3,310.60

$0.00

$3,726.12

$7,036.72

New Claim: 99990107 Grand Prix Fixed Lessee K&G COFFEE COMPANY LLC ATTN: PATRICIA FRIES 2835 BRIDGE ST. PHILADELPHIA, PA 19137 New Claim: 99990108 Grand Prix Floating Lessee LLC

$0.00

$984.22

$0.00

$620.86

$1,605.08

K&G COFFEE COMPANY ATTN: PATRICIA FRIES 2835 BRIDGE ST. PHILADELPHIA, PA 19137 Adjusted Total:

$0.00

$2,374.90

$0.00

$2,564.98

$4,939.88

$0.00

$3,359.12

$0.00

$3,185.84

$6,544.96

* Original filed claim asserted invoices that were tied to non-filing entities

Page3of9

Eighth Omnibus Objection

Schedule 3 Compound Claims to be Reclassified


Claim # Debtor Name and Address of Claimaint Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $41,388.11

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Total $41,388.11

Claim to be Disallowed*:

925

Innkeepers USA Trust, et AT&T CORP. al. ATTN: JAMES GRUDAS, ESQ. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 Total:

$0.00

$0.00

$0.00

$41,388.11

$41,388.11

New Claim: 99990109 Grand Prix Anaheim Orange Lessee LLC

AT&T CORP. ATTN: JAMES GRUDAS, ESQ. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921

$0.00

$0.00

$0.00

$154.58

$154.58

New Claim: 99990110 Grand Prix Fixed Lessee AT&T CORP. LLC ATTN: JAMES GRUDAS, ESQ. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 AT&T CORP. New Claim: 99990111 Grand Prix Floating Lessee LLC ATTN: JAMES GRUDAS, ESQ. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 New Claim: 99990112 Grand Prix General Lessee LLC AT&T CORP. ATTN: JAMES GRUDAS, ESQ. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 New Claim: 99990113 Grand Prix RIGG Lessee AT&T CORP. LLC ATTN: JAMES GRUDAS, ESQ. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 New Claim: 99990114 Grand Prix RIMV Lessee AT&T CORP. LLC ATTN: JAMES GRUDAS, ESQ. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 Adjusted Total:

$0.00

$0.00

$0.00

$6,103.27

$6,103.27

$0.00

$0.00

$0.00

$1,373.16

$1,373.16

$0.00

$0.00

$0.00

$71.54

$71.54

$0.00

$0.00

$0.00

$353.76

$353.76

$0.00

$0.00

$0.00

$375.67

$375.67

$0.00

$0.00

$0.00

$8,431.98

$8,431.98

* Original filed claim asserted invoices that were tied to non-filing entities

Page4of9

Eighth Omnibus Objection

Schedule 3 Compound Claims to be Reclassified


Claim # Debtor Name and Address of Claimaint Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $4,446.24

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Total $4,446.24

Claim to be Disallowed*:

791

Innkeepers USA Trust, et SOUTHWESTERN BELL al. TELEPHONE COMPANY ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 Total:

$0.00

$0.00

$0.00

$4,446.24

$4,446.24

New Claim: 99990115 Grand Prix Anaheim Orange Lessee LLC

SOUTHWESTERN BELL TELEPHONE COMPANY ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921

$0.00

$0.00

$0.00

$1,355.51

$1,355.51

New Claim: 99990116 Grand Prix Fixed Lessee SOUTHWESTERN BELL TELEPHONE COMPANY LLC AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 New Claim: 99990117 Grand Prix Floating Lessee LLC SOUTHWESTERN BELL TELEPHONE COMPANY AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 Adjusted Total:

$0.00

$0.00

$0.00

$515.63

$515.63

$0.00

$0.00

$0.00

$376.76

$376.76

$0.00

$0.00

$0.00

$2,247.90

$2,247.90

* Original filed claim asserted invoices that were tied to non-filing entities

Page5of9

Eighth Omnibus Objection

Schedule 3 Compound Claims to be Reclassified


Claim # Debtor Name and Address of Claimaint Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $1,668.00

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Total $1,668.00

Claim to be Disallowed*:

505

Innkeepers USA Trust, et DMX, INC al. ATTN: MELANIE MCCOOL BUSINESS AFFAIRS 1703 WEST FIFTH STREET, SUITE 600 AUSTIN, TX 78703 Total:

$0.00

$0.00

$0.00

$1,668.00

$1,668.00

New Claim: 99990118 Grand Prix Anaheim Orange Lessee LLC

DMX, INC ATTN: MELANIE MCCOOL BUSINESS AFFAIRS 1703 WEST FIFTH STREET, SUITE 600 AUSTIN, TX 78703

$0.00

$0.00

$0.00

$299.60

$299.60

New Claim: 99990119 Grand Prix Fixed Lessee DMX, INC LLC ATTN: MELANIE MCCOOL BUSINESS AFFAIRS 1703 WEST FIFTH STREET, SUITE 600 AUSTIN, TX 78703 Adjusted Total:

$0.00

$0.00

$0.00

$256.40

$256.40

$0.00

$0.00

$0.00

$556.00

$556.00

* Original filed claim asserted invoices that were tied to non-filing entities

Page6of9

Eighth Omnibus Objection

Schedule 3 Compound Claims to be Reclassified


Claim # Debtor Name and Address of Claimaint Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $2,280.25

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Total $2,280.25

Claim to be Disallowed*:

1688

Innkeepers USA Trust, et Telecheck Services, Inc. al. Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028

Claim to be Disallowed*:

1689

Innkeepers USA Trust, et Telecheck Services, Inc. al. Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028 Total:

$0.00

$0.00

$0.00

$4,439.26

$4,439.26

$0.00

$0.00

$0.00

$6,719.51

$6,719.51

New Claim: 99990120 Grand Prix Anaheim Orange Lessee LLC

Telecheck Services, Inc. Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028

$0.00

$0.00

$0.00

$33.51

$33.51

New Claim: 99990121 Grand Prix Fixed Lessee Telecheck Services, Inc. LLC Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028 New Claim: 99990122 Grand Prix Floating Lessee LLC Telecheck Services, Inc. Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028 New Claim: 99990123 Grand Prix General Lessee LLC Telecheck Services, Inc. Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028 New Claim: 99990124 Grand Prix Ontario Lessee, LLC Telecheck Services, Inc. Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028

$0.00

$0.00

$0.00

$2,370.73

$2,370.73

$0.00

$0.00

$0.00

$1,052.15

$1,052.15

$0.00

$0.00

$0.00

$32.72

$32.72

$0.00

$0.00

$0.00

$298.21

$298.21

Page7of9

Eighth Omnibus Objection

Schedule 3 Compound Claims to be Reclassified


Claim # Debtor Name and Address of Claimaint Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $43.95

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Total $43.95

New Claim: 99990125 Grand Prix RIGG Lessee Telecheck Services, Inc. LLC Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028 New Claim: 99990126 Grand Prix RIMV Lessee, LLC Telecheck Services, Inc. Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028 New Claim: 99990127 KPA Leaseco Holding, Inc. Telecheck Services, Inc. Attn: David A. Burney PO Box 60028 City of Industry, CA 91716-0028 Adjusted Total:

$0.00

$0.00

$0.00

$47.73

$47.73

$0.00

$0.00

$0.00

$2,774.59

$2,774.59

$0.00

$0.00

$0.00

$6,653.59

$6,653.59

* Original filed claim asserted invoices that were tied to non-filing entities

Page8of9

Eighth Omnibus Objection

Schedule 3 Compound Claims to be Reclassified


Claim # Debtor Name and Address of Claimaint Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $690.70

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Total $690.70

Claim to be Disallowed:

522

Innkeepers USA Trust, et PEPSI COLA & NATL. BRAND BEV al. 8275 US RT 130 PENNSAUKEN, NJ 08110 Total:

$0.00

$0.00

$0.00

$690.70

$690.70

New Claim: 99990128 Grand Prix Fixed Lessee PEPSI COLA & NATL. BRAND BEV LLC 8275 US RT 130 PENNSAUKEN, NJ 08110 New Claim: 99990129 Grand Prix Floating Lessee LLC PEPSI COLA & NATL. BRAND BEV 8275 US RT 130 PENNSAUKEN, NJ 08110 Adjusted Total:

$0.00

$0.00

$0.00

$259.00

$259.00

$0.00

$0.00

$0.00

$431.09

$431.09

$0.00

$0.00

$0.00

$690.09

$690.09

Page9of9

Schedule 4 Wrong Debtor Claims

Eighth Omnibus Objection

Schedule 4 Wrong Debtor Claims


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $294.18 Priority $0.00

In re:Innkeepers USA Trust Case No 10-13800

Unsecured $78.60

Total $372.78

Redundant Claim

22

Creditor:
AUTOCRAT INC. ATTN: TINA DRITT 10 BLACKSTONE VALLEY PLACE LINCOLN, RI 02865

Filed On:

8/2/2010

Remaining Claim Filed On:

939 10/27/2010

Innkeepers USA Trust, et al.

AUTOCRAT INC. ATTN: TINA DRITT 10 BLACKSTONE VALLEY PLACE LINCOLN, RI 02865

$0.00

$0.00

$0.00

$78.60

$78.60

Redundant Claim

21

Innkeepers USA Trust, et al.

Creditor:
AUTOCRAT INC. ATTN: TINA DRITT 10 BLACKSTONE VALLEY PLACE LINCOLN, RI 02865

$0.00

$656.93

$0.00

$1,308.24

$1,965.17

Filed On:

8/2/2010

Remaining Claim Filed On:

941 10/27/2010

Innkeepers USA Trust, et al.

AUTOCRAT INC. ATTN: TINA DRITT 10 BLACKSTONE VALLEY PLACE LINCOLN, RI 02865

$0.00

$0.00

$0.00

$1,308.24

$1,308.24

Page 1

Eighth Omnibus Objection

Schedule 4 Wrong Debtor Claims


Claim # Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00

In re:Innkeepers USA Trust Case No 10-13800

Unsecured $2,429.97

Total $2,429.97

Redundant Claim

1449

Creditor:
BAYSCAPES LANDSCAPE CONTRACTOR ATTN: LOUISE GALLEGOS 29210 LASSEN ST HAYWARD, CA 94544

Filed On:

10/29/2010

Redundant Claim

1453

Grand Prix Fixed Lessee LLC

Creditor:
BAYSCAPES LANDSCAPE CONTRACTOR ATTN: LOUISE GALLEGOS 29210 LASSEN ST HAYWARD, CA 94544

$0.00

$0.00

$0.00

$6,730.69

$6,730.69

Filed On:

10/29/2010

Redundant Claim

1456

Grand Prix Fixed Lessee LLC

Creditor:
BAYSCAPES LANDSCAPE CONTRACTOR ATTN: LOUISE GALLEGOS 29210 LASSEN ST HAYWARD, CA 94544

$0.00

$0.00

$0.00

$2,324.00

$2,324.00

Filed On:

10/29/2010

Redundant Claim

1458

Grand Prix Fixed Lessee LLC

Creditor:
BAYSCAPES LANDSCAPE CONTRACTOR ATTN: LOUISE GALLEGOS 29210 LASSEN ST HAYWARD, CA 94544

$0.00

$0.00

$0.00

$310.00

$310.00

Filed On:

10/29/2010

Redundant Claim

1461

Grand Prix Fixed Lessee LLC

Creditor:
BAYSCAPES LANDSCAPE CONTRACTOR ATTN: LOUISE GALLEGOS 29210 LASSEN ST HAYWARD, CA 94544

$0.00

$0.00

$0.00

$2,219.40

$2,219.40

Filed On:

10/29/2010

Remaining Claim Filed On:

1439 10/29/2010

Grand Prix Fixed Lessee LLC

BAYSCAPES LANDSCAPE CONTRACTOR 29210 LASSEN ST HAYWARD, CA 94544

$0.00

$0.00

$0.00

$14,014.06

$14,014.06

Page 2

Eighth Omnibus Objection

Schedule 4 Wrong Debtor Claims


Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $720.00

In re:Innkeepers USA Trust Case No 10-13800

Unsecured $0.00

Total $720.00

Redundant Claim

271

Creditor:
BETWEEN THE LINES, LLC ATTN: CALEB B. KIMMEL PO BOX 9726 FORT WAYNE, IN 46899

Filed On:

9/21/2010

Remaining Claim

499

Grand Prix Floating Lessee LLC

BETWEEN THE LINES, LLC ATTN: CALEB B. KIMMEL P.O. BOX 9726 FORT WAYNE, IN 46899

$0.00

$0.00

$720.00

$0.00

$720.00

Filed On:

10/4/2010

Redundant Claim

1740

Innkeepers Financial Corporation

Creditor:
EDWARD DON & COMPANY ATTN: RITAK GLASER 2500 S. HARLEM AVENUE NORTH RIVERSIDE, IL 60546

$0.00

$0.00

$0.00

$4,021.80

$4,021.80

Filed On:

1/3/2011

Remaining Claim Filed On:

1763 2/1/2011

Grand Prix Fixed Lessee LLC

EDWARD DON & COMPANY ATTN: RITA GLASER 2500 S. HAREM AVE NORTH RIVERSIDE, IL 60546

$0.00

$0.00

$0.00

$4,021.80

$4,021.80

Redundant Claim

653

Innkeepers USA Trust, et al.

Creditor:
GENESIS SECURITY SERVICES ATTN: LEGAL DEPARTMENT 18227D FLOWER HILL WAY GAITHERSBURG, MD 20879

$0.00

$0.00

$0.00

$8,241.75

$8,241.75

Filed On:

10/15/2010

Remaining Claim

654

Grand Prix Floating Lessee LLC

GENESIS SECURITY

$0.00

$0.00

$0.00

$8,241.75

$8,241.75

Filed On:

10/12/2010

P.O. BOX 578 ALTON, IL 62002

Page 3

Eighth Omnibus Objection

Schedule 4 Wrong Debtor Claims


Claim # 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

Unsecured $358.56

Total $358.56

Redundant Claim

700

Creditor:
GREAT CHOICE LAWN CARE AND LANDSCAPING LLC ATTN: JOHN A. SACCO PO BOX 453 VESTAL, NY 13851

Filed On:

10/13/2010

Remaining Claim Filed On:

699 10/13/2010

Grand Prix Fixed Lessee LLC

GREAT CHOICE LANDSCAPING ATTN: JOHN A. SACCO P.O. BOX 453 VESTAL, NY 13850

$0.00

$0.00

$0.00

$358.56

$358.56

Redundant Claim

56

Innkeepers USA Trust, et al.

Creditor:
KING JUICE CO. / RICHARD DUMKE ATTN: ESTELLE DUMKE P.O. BOX 4419 Crestline, CA 92325

$0.00

$0.00

$0.00

$556.00

$556.00

Filed On:

8/3/2010

Remaining Claim

1237

Grand Prix Ontario Lessee, LLC

KING JUICE COMPANY ATTN: ESTELLE DUMKE P.O. BOX 4419 CRESTLINE, CA 92325-4419

$0.00

$0.00

$0.00

$556.00

$556.00

Filed On:

10/27/2010

Redundant Claim

1706

Innkeepers USA Trust, et al.

Creditor:
NEW JERSEY AMERICAN WATER PO BOX 578 ALTON, IL 62002

$0.00

$0.00

$0.00

$5,155.23

$5,155.23

Filed On:

12/6/2010

Remaining Claim Filed On:

697 10/12/2010

Innkeepers USA Trust, et al.

NEW JERSEY AMERICAN WATER CO. P.O. BOX 578 ALTON, IL 62002

$0.00

$0.00

$0.00

$3,972.64

$3,972.64

Page 4

Eighth Omnibus Objection

Schedule 4 Wrong Debtor Claims


Claim # Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $2,115.00

In re:Innkeepers USA Trust Case No 10-13800

Unsecured $2,115.00

Total $4,230.00

Redundant Claim

628

Creditor:
POOLE'S LAWN SERVICE ATTN: MARK ROBERT POOLE P.O. BOX 1646 KENNESAW, GA 30156

Filed On:

10/13/2010

Remaining Claim Filed On:

629 10/13/2010

Innkeepers USA Trust, et al.

POOLE'S LAWN SERVICE, INC. ATTN: MARK ROBERT POOLE P.O. BOX 1646 KENNESAW, GA 30144

$0.00

$0.00

$4,230.00

$4,230.00

$8,460.00

Redundant Claim

1256

Innkeepers USA Trust, et al.

Creditor:
POST, POLAK, GOODSELL, MACNEILL Attn: Paul Strauchler, Esq. 425 Eagle Rock Ave., Suite 200 Roseland, NJ 07068-1717

$0.00

$0.00

$0.00

$879.38

$879.38

Filed On:

10/27/2010

Remaining Claim

1246

Grand Prix Floating Lessee LLC

POST, POLAK, GOODSELL, MACNEILL Attn: Paul Strauchler, Esq. 425 Eagle Rock Ave., Suite 200 Roseland, NJ 07068

$0.00

$0.00

$0.00

$879.38

$879.38

Filed On:

10/27/2010

Page 5

Eighth Omnibus Objection

Schedule 4 Wrong Debtor Claims


Claim # Debtor KPA Washington DC, LLC Name and Address of Claimant Secured $0.00 Administrative $3,562.08 Priority $0.00

In re:Innkeepers USA Trust Case No 10-13800

Unsecured $1,623.55

Total $5,185.63

Redundant Claim

1096

Creditor:
SYSCO BALTIMORE, LLC ATT: RALPH MILLER 800 DORESY RUN ROAD JESSUP, MD 20794

Filed On:

10/28/2010

Remaining Claim

1139

Grand Prix General Lessee LLC

SYSCO BALTIMORE, LLC ATTN: RALPH MILLER 8000 DORSEY RUN ROAD JESSUP, MD 20794

$0.00

$3,562.08

$0.00

$1,623.55

$5,185.63

Filed On:

10/28/2010

Redundant Claim

1144

Grand Prix Fixed Lessee LLC

Creditor:
SYSCO BALTIMORE, LLC ATTN: RALPH MILLER 8000 DORSEY RUN ROAD JESSUP, MD 20794

$0.00

$3,603.79

$0.00

$0.00

$3,603.79

Filed On:

10/28/2010

Remaining Claim Filed On:

1142 10/28/2010

Grand Prix Germantown LLC

SYSCO BALTIMORE, LLC ATTN: RALPH MILLER 8000 DORSEY RUN ROAD JESSUP, MD 20794

$0.00

$3,313.09

$0.00

$0.00

$3,313.09

Redundant Claim

1134

Grand Prix Woburn LLC

Creditor:
SYSCO BOSTON, INC. ATTN: DOROTHY M. HEBERT 380 WORCESTER STREET NORTON, MA 02766

$0.00

$3,690.24

$0.00

$1,396.18

$5,086.42

Filed On:

10/28/2010

Remaining Claim

1136

Grand Prix Floating Lessee LLC

SYSCO BOSTON, INC. ATTN: DOROTHY M. HEBERT 380 WORCESTER STREET NORTON, MA 02766

$0.00

$3,690.24

$0.00

$1,396.18

$5,086.42

Filed On:

10/28/2010

Redundant Claim Totals

18

$0.00

$11,807.22

$2,835.00

$39,748.35

$54,390.57

Page 6

Schedule 5 No Liability Claims

Eighth Omnibus Objection

Schedule 5 No Liability Claims


Claim # Debtor Innkeepers USA Limited Partnership Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $112.81 Unsecured $97.67 Total $210.48

In re:Innkeepers USA Trust Case No 10-13800

Objection Reason Debtor Innkeepers Financing Partnership LP paid the Claim by check number 48975 on 04/14/2006.

Claim To Be Disallowed Filed On:

705 10/19/2010

Creditor:
COMMONWEALTH OF MASSACHUSETTS ATTN: STEPHEN KOBIALKA DEPARTMENT OF REVENUE P.O. BOX 9564 BOSTON, MA 02114-9564

Claim To Be Disallowed Filed On:

1555 10/29/2010

Innkeepers USA Limited Partnership

Creditor:
QUOIZEL, INC. ATTN: THOMAS A JEFFRIES 6 CORPORATE PARKWAY GOOSE CREEK, SC 29445

$0.00

$0.00

$0.00

$261,381.28

$261,381.28

The Claim is on account of a cancelled purchase order. The Debtors cancelled the purchase order and forfeited their deposit of 50% of the purchase order amount. The Debtors books and records do not show any further amounts owing.

Claim To Be Disallowed Filed On:

1227 10/25/2010

Innkeepers USA Trust, et al.

Creditor:
STERLING PALM BEACH, LLC ATTN: CRAIG MUELLOR 340 Royal Poinciana Way Ste 316 Palm Beach, FL 33480

$0.00

$0.00

$0.00

$191,013.90

$191,013.90

The Claim is on account of a cancelled lease. The Debtors reached a prepetition settlement with the claimant. The Debtors books and records show no further amounts owing.

Claims To Be Disallowed Totals

$0.00

$0.00

$112.81

$452,492.85

$452,605.66

Page 1

Schedule 6 Amended and Replaced Claims

Eighth Omnibus Objection

Schedule 6 Amended & Replaced Claims


Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $212.13 Priority $0.00

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

Claim #

Unsecured $0.00

Total $212.13

Claim To Be Disallowed

413

Creditor:
SIERRA LIQUIDITY FUND, LLC ASSIGNEE & ATT-IN-FACT FOR MORGAN SUPPLYASSIGNOR ATTN: JAMES S. RILEY 2699 WHITE ROAD - SUITE 255 IRVINE, CA 92614

Filed On:

9/29/2010

Remaining Claim

1417

Grand Prix Las Colinas LLC

SIERRA LIQUIDITY FUND, LLC - ASSIGNEE & ATT-IN-FACT FOR DIVERSIFIED MORGAN SUPPLY ASSIGNOR ATTN: J.S. RILEY 2699 WHITE ROAD, SUITE 255 IRVINE, CA 92614

$0.00

$212.13

$0.00

$0.00

$212.13

Filed On:

10/29/2010

Claim To Be Disallowed

219

Innkeepers USA Trust, et al.

Creditor:
SIERRA LIQUIDITY FUND, LLCASSIGNEE & ATT-IN-FACT FOR DIVERSIFIED MORGAN SUPPLY- ASSIGNOR ATTN: JAMES S. RILEY 2699 WHITE ROAD - SUITE 255 IRVINE, CA 92614

$0.00

$212.13

$0.00

$0.00

$212.13

Filed On:

9/10/2010

Remaining Claim

413

Innkeepers USA Trust, et al.

SIERRA LIQUIDITY FUND, LLC ASSIGNEE & ATT-IN-FACT FOR MORGAN SUPPLYASSIGNOR ATTN: JAMES S. RILEY 2699 WHITE ROAD - SUITE 255 IRVINE, CA 92614

$0.00

$212.13

$0.00

$0.00

$212.13

Filed On:

9/29/2010

Page 1

Eighth Omnibus Objection

Schedule 6 Amended & Replaced Claims


Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $386.21 Priority $0.00

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

Claim #

Unsecured $0.00

Total $386.21

Claim To Be Disallowed

486

Creditor:
SIERRA LIQUIDITY FUND, LLC - ASSIGNEE &ATT-IN-FACT FOR SEATTLE PRINTWORKS - ASSIGNOR ATTN: J. S. RILEY 2699 WHITE ROAD - SUITE 255 IRVINE, CA 92614

Filed On:

10/4/2010

Remaining Claim

1445

Grand Prix Lynnwood LLC

SIERRA LIQUIDITY FUND, LLC ASSIGNEE & ATT-IN-FACT FOR SEATTLE PRINT WORKS - ASSIGNOR ATTN: J.S. RILEY 2699 WHITE ROAD, SUITE 255 IRVINE, CA 92614

$0.00

$386.21

$0.00

$0.00

$386.21

Filed On:

10/29/2010

Claim To Be Disallowed Filed On:

54.44

Grand Prix Lynnwood LLC

Creditor:
SNOHOMISH COUNTY TREASURER DEBI GAHRINGER-BANKRUPTCY OFFICER 3000 ROCKEFELLER AVE, M/S 501 EVERETT, WA 98201

$44,128.58

$0.00

$44,128.58

$0.00

$88,257.16

8/2/2010

Remaining Claim Filed On:

1807.44

Grand Prix Lynnwood LLC

SNOHOMISH COUNTY TREASURER ATTN: DEBI GAHRINGER 3000 ROCKEFELLER AVE, M/S 501 BANKRUPTCY EVERETT, WA 98201-4060

$56,318.16

$0.00

$56,318.16

$0.00

$112,636.32

5/4/2011

Claims To Be Disallowed Totals

$44,128.58

$810.47

$44,128.58

$0.00

$89,067.63

Page 2