Hearing Date and Time: September 1, 2010 at 10:00 a.m.

(Prevailing Eastern Time) Objection Deadline: August 27, 2010 at 4:00 p.m. (Prevailing Eastern Time)

MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al.1, Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

NOTICE OF APPLICATION PURSUANT TO SECTIONS 327(a) AND 1103 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014 AND 2016 FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF MORRISON & FOERSTER LLP AS ATTORNEYS TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 28, 2010
1 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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Hearing Date and Time: September 1, 2010 at 10:00 a.m. (Prevailing Eastern Time) Objection Deadline: August 27, 2010 at 4:00 p.m. (Prevailing Eastern Time)

PLEASE TAKE NOTICE, that the Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors) filed an Application Pursuant To Sections 327(a) and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 for Entry of an Order Authorizing the Retention and Employment of Morrison & Foerster, LLP as Attorneys to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 28, 2010 (the Application). PLEASE TAKE FURTHER NOTICE that a hearing will be held in connection with the Application (the Hearing) on September 1, 2010 at 10:00 a.m. (prevailing Eastern time) before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004, Room 610. PLEASE TAKE FURTHER NOTICE THAT responses or objections, if any, to the Application and the relief requested therein must be made in writing, conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Bankruptcy Court, set forth the basis for the objection and the specific grounds therefor, and be filed with the Bankruptcy Court electronically in accordance with General Order M-242, as amended by General Order M-269, by registered users of the Courts electronic 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), with a hard copy delivered directly to Chambers and served in accordance with General Order M-242 or by first-class mail upon each of the following: (i) counsel to the Committee, Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104, Attention: Brett H. Miller, Esq.; (ii) the Office of the 2

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United States Trustee for the Southern District of New York, 33 Whitehall Street, New York, New York 10004, Attention: Paul Schwartzberg, Esq.; (iii) Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480, Attention: Dennis Craven; (iv) counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Paul M. Basta; and (v) all parties that have, pursuant to Bankruptcy Rule 2002, formally appeared and requested service, so as to be received on or before 4:00 p.m. (prevailing Eastern time) on August 27, 2010, or such shorter time as the Bankruptcy Court may hereafter order and of which you may receive subsequent notice. PLEASE TAKE FURTHER NOTICE that if you do not timely file and serve a written objection to the relief requested in the Application, the Bankruptcy Court may deem any opposition waived, treat the Application as conceded, and enter an order granting the relief requested in the Application without further notice or hearing. PLEASE TAKE FURTHER NOTICE THAT a copy of the Application may be obtained at no charge at http://omnimgt.com or for a fee via PACER at http://www.nysb.uscourts.gov.

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Dated: New York, New York August 16, 2010 MORRISON & FOERSTER LLP By: /s/ Brett H. Miller Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al.

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Hearing Date and Time: September 1, 2010 at 10:00 a.m. (Prevailing Eastern Time) Objection Deadline: August 27, 2010 at 4:00 p.m. (Prevailing Eastern Time)

MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al.1, Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

APPLICATION PURSUANT TO SECTIONS 327(a) AND 1103 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014 AND 2016 FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF MORRISON & FOERSTER LLP AS ATTORNEYS TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 28, 2010
1

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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Hearing Date and Time: September 1, 2010 at 10:00 a.m. (Prevailing Eastern Time) Objection Deadline: August 27, 2010 at 4:00 p.m. (Prevailing Eastern Time)

The Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors), by Keith Venezie of The Eric Ryan Corporation, Co-Chairperson of the Committee, hereby submits this application (the Application) pursuant to sections 327(a) and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 for entry of an order authorizing the retention and employment of Morrison & Foerster LLP (Morrison & Foerster or the Firm) as attorneys to the Committee, nunc pro tunc to July 28, 2010. In support of the Application, the Committee respectfully represents as follows: JURISDICTION, VENUE AND STATUTORY PREDICATE 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and

1334(b). Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This matter is a core proceeding pursuant to 28 U.S.C. 157(b). The statutory predicates for the relief requested herein are section 327(a) of title 11, United States Code, 11 U.S.C. 101-1532, as amended (the Bankruptcy Code), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 2014-1 and 2016-1 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Rules). BACKGROUND A. 2. The Chapter 11 Cases On July 19, 2010 (the Petition Date), each of the Debtors filed with the Court a

voluntary petition for relief under Chapter 11 of the Bankruptcy Code, commencing the above captioned Chapter 11 cases. 3. Pursuant to an order of this Court dated July 20, 2010, the Debtors Chapter 11

cases are being jointly administered.

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4.

The Debtors continue to operate their businesses and manage their properties as

debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. On July 28, 2010, the United States Trustee for the Southern District of New York

(the United States Trustee) appointed the five (5) member Committee pursuant to section 1102(a)(1) of the Bankruptcy Code. On that same date, the Committee selected Morrison & Foerster to serve as its counsel. 6. The Committee has selected JMC Global and The Eric Ryan Corporation as its

Co-Chairpersons. 7. 11 cases. RELIEF REQUESTED 8. Subject to this Courts approval, the Committee seeks to employ Morrison & No trustee or examiner has been requested or appointed in the Debtors Chapter

Foerster as its general bankruptcy counsel in connection with the commencement and prosecution of these Chapter 11 cases and all related matters, nunc pro tunc to July 28, 2010. Pursuant to section 327(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016 and Local Rules 2014-1 and 2016-1, the Debtors respectfully request that the Court enter an order authorizing the Committee to employ and retain Morrison & Foerster as their attorneys to perform the legal services that will be necessary during these Chapter 11 cases. 9. Additional facts in support of the specific relief sought herein are set forth in the

Affidavit of Brett H. Miller (the Miller Affidavit), attached hereto as Exhibit B, as well as below. 10. Morrison & Foerster has extensive experience and knowledge in the field of

debtors and creditors rights, business reorganizations and liquidations under Chapter 11 of the Bankruptcy Code. The Committee believes this knowledge and experience makes Morrison &
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Foerster well qualified to act as the Committees general bankruptcy counsel during the pendency of these Chapter 11 cases. A. 11. Services to be Provided The Committee anticipates that Morrison & Foerster will, in connection with

these Chapter 11 cases and subject to orders of this Court, provide a range of services to the Committee, including but not limited to: (a) (b) (c) (d) assist and advise the Committee in its consultation with the Debtors relative to the administration of these cases; attend meetings and negotiate with the representatives of the Debtors; assist and advise the Committee in its examination and analysis of the conduct of the Debtors affairs; assist the Committee in the review, analysis and negotiation of any plan(s) of reorganization that may be filed and to assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any plan(s) of reorganization; take all necessary action to protect and preserve the interests of the Committee and general unsecured creditors, including (i) the investigation and possible prosecution of actions on their behalf, (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved; and (iii) if appropriate, review and analysis of claims filed against the Debtors estates; generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; appear, as appropriate, before this Court, the Appellate Courts, and the United States Trustee, and protect the interests of the Committee before those courts and before the United States Trustee; and perform all other necessary legal services in these cases. Professional Compensation Morrison & Foerster intends to apply for compensation for professional services

(e)

(f)

(g)

(h) B. 12.

rendered in connection with the Chapter 11 cases, subject to the Courts approval, and in

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compliance with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, the Local Rules, the fee guidelines established by the Executive Office of the United States Trustee and the Courts Orders, plus seek reimbursement of actual, necessary expenses and other charges that Morrison & Foerster incurs. 13. Morrison & Foerster proposes to charge the Committee its standard rates for the

services to be performed herein, subject to such agreements set forth herein. Morrison & Foersters hourly rates are set at a level designed to fairly compensate the Firm for the work of its attorneys and paraprofessionals and to cover fixed and routine overhead expenses. These hourly rates are subject to periodic adjustment to reflect economic and other conditions and are consistent with the rates charged elsewhere.1 In particular, Morrison & Foersters hourly rates for matters implicated in the Chapter 11 cases range as follows: (a) the hourly rates for partners range from $600 per hour to $950 per hour, based upon a variety of factors, including seniority and distinction and expertise in ones field; (b) the hourly rates for of counsel range from $395 per hour to $875 per hour;

(c) the hourly rates for associates range from $295 per hour to $640 per hour, based upon year of graduation from law school; and (d) 14. the hourly rates for paraprofessionals range from $165 per hour to $270 per hour. The Committee believes that these rates, and the terms and conditions of

Morrison & Foersters employment, are reasonable. 15. The following professionals at Morrison & Foerster are presently expected to

have primary responsibility for providing services to the Debtors in these Chapter 11 cases: Brett H. Miller Lorenzo Marinuzzi Bankruptcy Partner Bankruptcy Partner $875 $750

In the event the hourly rates set forth herein are adjusted during the pendency of the Chapter 11 cases, Morrison & Foerster will file a statement regarding any increases in rates with the Bankruptcy Court, and will serve it on the United States Trustee and the Debtors.

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Stefan W. Engelhardt Mark S. Edelstein Jordan A. Wishnew Erica J. Richards Stacy L. Molison Laura Guido 16.

Litigation Partner Real Estate Partner Bankruptcy Associate Bankruptcy Associate Bankruptcy Associate Paraprofessional

$745 $850 $625 $490 $430 $230

As these Chapter 11 cases proceed, Morrison & Foersters representation of the

Debtors may require the active participation of attorneys and paraprofessionals from other departments. To the fullest extent possible, attorneys having the requisite expertise who already have knowledge with respect to these areas and/or the matters involved will be assigned to these cases so that duplication of effort is avoided. 17. Morrison & Foerster will also be reimbursed, subject to the Courts approval, for

all actual out-of-pocket expenses incurred by Morrison & Foerster on the Committees behalf, such as copying, long distance telephone, travel expenses, overnight courier expenses, computer research and other disbursements, as more fully set forth in the Miller Affidavit. All requests for reimbursement of expenses will be consistent with guidelines established by the Bankruptcy Court and/or the Executive Office of the United States Trustee. 18. Morrison & Foerster advised the Committee that no promises were received by

Morrison & Foerster, any partner, any attorney who is of counsel to Morrison & Foerster, or any associate of Morrison & Foerster, as to compensation in connection with these Chapter 11 cases, other than in accordance with the provisions of the Bankruptcy Code. Morrison & Foerster has also advised the Committee that neither Morrison & Foerster, nor any partner of Morrison & Foerster, any attorney who is of counsel to Morrison & Foerster, or any associate of Morrison & Foerster, has any agreement with any other entity to share with such entity any compensation received by Morrison & Foerster in connection with these cases. 6

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C. 19.

Morrison & Foersters Disinterestedness To the best of the Committees knowledge, Morrison & Foerster does not hold or

represent any interest adverse to the Debtors estates and, except as disclosed in the Miller Affidavit, does not have any connections to the Debtors creditors, affiliates, other parties in interest and potential parties in interest, the Assistant United States Trustees for the Southern District of New York and attorneys employed by such office, or any judge in the United States Bankruptcy Court for the Southern District of New York. Accordingly, Morrison & Foerster is a disinterested person, as that term is defined in section 101(14) of the Bankruptcy Code (as modified by section 1107(b) of the Bankruptcy Code). To the extent that Morrison & Foerster is determined to have a conflict with respect to a particular client or matter, the Committee will utilize separate conflicts counsel. 20. The Committee believes that the employment of Morrison & Foerster is

necessary, in the best interests of the Debtors estates, and will enable the Committee to carry out its fiduciary duties owed to creditors under the Bankruptcy Code. 21. As set forth in the Miller Affidavit, Morrison & Foerster has represented,

currently represents and will likely in the future represent certain parties in interest or potential parties in interest in these Chapter 11 cases in matters unrelated to the Debtors, the Chapter 11 cases, or such entities claims against the Debtors, and as part of its customary practice, Morrison & Foerster is retained in cases, proceedings, and transactions involving many different parties throughout the United States and worldwide, some of whom may represent or be employed by the Debtors, claimants, and parties in interest in these Chapter 11 cases. 22. Pursuant to section 327(c) of the Bankruptcy Code, Morrison & Foerster is not

disqualified from acting as the Committees counsel merely because it previously represented or

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currently represents the Debtors creditors, or other parties in interest in matters unrelated to the Debtors or these Chapter 11 cases. 23. Morrison & Foerster has advised the Committee that it will periodically review its

files during the pendency of these Chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise and if any new relevant facts or relationships are discovered or arise, Morrison & Foerster will use reasonable efforts to identify such further developments by filing a supplemental affidavit. 24. Therefore, the relief requested in the Application is appropriate and should be

granted by this Court. NOTICE 25. Notice of this Application has been provided by first-class mail, postage pre-paid

to: (a) the Office of the United States Trustee for the Southern District of New York; (b) the Debtors; (c) Kirkland & Ellis LLP, counsel to the Debtors; and (d) all parties that have, pursuant to Bankruptcy Rule 2002, formally appeared and requested service. In light of the nature of the relief requested, the Committee submits that no other or further notice is necessary. NO PRIOR REQUEST 26. other court. No prior application for the relief requested herein has been made to this or any

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WHEREFORE, the Committee respectfully requests that the Court: (a) enter an order substantially in the form attached hereto as Exhibit A, granting the relief requested herein; and

(b) grant such other and further relief as the Court may deem just and proper.
Dated: August lk._, 2010 Respectfully submitted, THE OFFICIAL COMMITIEE OF UNSECURE CRE INNKEEPERS USA TRUS 'A

Name: Keith V enezie Title: Chief Executive Officer of The Eric Ryan Corporation

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Exhibit A

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10

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al.1, Debtors. ) ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

ORDER PURSUANT TO SECTIONS 327(a) AND 1103 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING THE RETENTION AND EMPLOYMENT OF MORRISON & FOERSTER LLP AS ATTORNEYS TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 28, 2010 Upon the application, dated August 16, 2010, of the Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors), pursuant to sections 327(a) and 1103 of the Bankruptcy Code and
1

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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Bankruptcy Rules 2014 and 2016, for entry of an order authorizing the Committee to employ and retain the law firm of Morrison & Foerster LLP (Morrison & Foerster) as their attorneys nunc pro tunc to July 28, 2010 (the Application);2 and the Committee having submitted the Miller Affidavit in support of the Application; and the Court being satisfied based on the representations made in the Application and the Miller Affidavit that the partners, of counsel, associates and paraprofessionals of Morrison & Foerster who will be engaged in the Chapter 11 cases represent no interest adverse to the Debtors estates with respect to the matters upon which Morrison & Foerster is to be engaged, and that they are disinterested persons, as that term is defined under section 101(14) of the Bankruptcy Code, (as modified by section 1107(b) of the Bankruptcy Code); and having considered the statements of counsel and the evidence adduced with respect to the Application at a hearing before the Court (the Hearing); and it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it further appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and it further appearing that notice of the Application as set forth therein is sufficient under the circumstances, and that no further notice need be provided; and it further appearing that the relief requested in the Application is in the best interests of the Debtors, their estates and their creditors; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED, that pursuant to sections 327(a) and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016, and subject to the terms of this Order, the Committee is authorized to employ and retain Morrison & Foerster as their attorneys on the terms set forth in the Application and the Miller Affidavit, nunc pro tunc to July 28, 2010, to perform the services described therein; and it is further
2

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.

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ORDERED, that Morrison & Foerster shall be compensated in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, Local Rules, the guidelines established by the Executive Office of the United States Trustee, and such other procedures as may be fixed by order of this Court; and it is further ORDERED that if at any time Morrison & Foerster increases the rates for its services, Morrison & Foerster will cause a notice to be filed with this Court setting forth the increase in such rates and serve such notice upon the Office of the United States Trustee and the Debtors; and it is further ORDERED, that the Committee is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application; and it is further ORDERED, that the Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order.

Dated: _________, 2010 New York, New York The Honorable Shelley C. Chapman United States Bankruptcy Judge

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Exhibit B

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MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al.1, Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

AFFIDAVIT OF BRETT H. MILLER IN SUPPORT OF APPLICATION FOR ENTRY OF AN ORDER PURSUANT TO SECTIONS 327(a) AND 1103 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING THE RETENTION AND EMPLOYMENT OF MORRISON & FOERSTER LLP AS ATTORNEYS TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 28, 2010
1

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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STATE OF NEW YORK COUNTY OF NEW YORK

) ) ss.: )

I, Brett H. Miller, being duly sworn, state the following under penalty of perjury. 1. I am a partner in the law firm of Morrison & Foerster LLP (Morrison &

Foerster or the Firm). The Firm maintains offices for the practice of law, among other locations in the United States and worldwide, at 1290 Avenue of the Americas, New York, New York 10104. I am an attorney duly admitted and in good standing to practice before the Court of the State of New York, the United States District Courts for the Southern and Eastern Districts of New York and the United States Courts of Appeal for the Second and Third Circuits. 2. I submit this Affidavit (the Affidavit) in support of the application (the

Application) of the Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors) pursuant to sections 327(a) and 1103 of title 11, United States Code, as amended (the Bankruptcy Code), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rules 2014-1 and 2016-1 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Rules), for entry of an order authorizing the retention and employment of Morrison & Foerster as attorneys to the Committee nunc pro tunc to July 28, 2010. Except as otherwise indicated, the facts set forth in this Affidavit are personally known to me and, if called as a witness, I could and would testify thereto.

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Services to be Provided 3. Morrison & Foerster has extensive experience and knowledge in the field of

debtors and creditors rights, business reorganizations and liquidations under Chapter 11 of the Bankruptcy Code. 4. In connection with these Chapter 11 cases, the Committee has requested court

authorization to retain Morrison & Foerster as attorneys for the Committee to advise the Committee with respect to the following matters: (a) assist and advise the Committee in its consultation with the Debtors relative to the administration of these cases; (b) attend meetings and negotiate with the representatives of the Debtors; (c) assist and advise the Committee in its examination and analysis of the conduct of the Debtors affairs; (d) assist the Committee in the review, analysis and negotiation of any plan(s) of reorganization that may be filed and to assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any plan(s) of reorganization; (e) take all necessary action to protect and preserve the interests of the Committee and general unsecured creditors, including (i) the investigation and possible prosecution of actions on their behalf, (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved; and (iii) if appropriate, review and analysis of claims filed against the Debtors estates; (f) generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; (g) appear, as appropriate, before this Court, the Appellate Courts, and the United States Trustee, and protect the interests of the Committee before those courts and before the United States Trustee; and (h) perform all other necessary legal services in these cases. Professional Compensation 5. In connection with its representation of the Committee, Morrison & Foerster will

use its standard hourly rates in effect at the time that it performs professional services, subject to
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such agreements set forth herein. As of the date of execution of this Affidavit, the ranges of Morrison & Foersters hourly rates are as follows: the hourly rates for partners range from $600 per hour to $950 per hour, based upon a variety of factors, including seniority and distinction and expertise in ones field; the hourly rates for of counsel range from $395 per hour to $875 per hour; the hourly rates for associates range from $295 per hour to $640 per hour, based upon year of graduation from law school; and the hourly rates for paraprofessionals range from $165 per hour to $270 per hour. Morrison & Foersters hourly rates are set at a level designed to fairly compensate

6.

the Firm for the work of its attorneys and paraprofessionals and to cover fixed and routine overhead expenses. These hourly rates are subject to periodic adjustment to reflect economic and other conditions and are consistent with the rates charged elsewhere.1 I believe that these rates, and the terms and conditions of Morrison & Foersters employment, are reasonable. 7. The Morrison & Foerster attorneys and legal staff who are likely to perform the

significant services in the above-captioned cases and the hourly rates attributable to their work, effective as of the date of this Affidavit, are as follows: Brett H. Miller Lorenzo Marinuzzi Stefan W. Engelhardt Mark S. Edelstein Jordan A. Wishnew Erica J. Richards Stacy L. Molison Laura Guido
1

Bankruptcy Partner Bankruptcy Partner Litigation Partner Real Estate Partner Bankruptcy Associate Bankruptcy Associate Bankruptcy Associate Paraprofessional

$875 $750 $745 $850 $625 $490 $430 $230

In the event the hourly rates set forth herein are adjusted during the pendency of the Chapter 11 cases, Morrison & Foerster will provide the Bankruptcy Court and the Office of the United States Trustee with written notice of such new hourly rates.

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8.

As these Chapter 11 cases proceed, Morrison & Foersters representation of the

Committee may require the active participation of attorneys and paraprofessionals from other departments, in addition to the attorneys and paraprofessionals assigned to these cases and listed above. To the fullest extent possible, attorneys having the requisite expertise who already have knowledge with respect to these areas and/or the matters involved will be assigned to these cases so that duplication of effort is avoided. Consistent with the ranges of hourly rates described above, the hourly rates of the other partners, of counsel, associates and paraprofessionals that hereafter may act for the Committee may be higher or lower than those of the persons listed above. 9. In addition to the hourly rates set forth above, Morrison & Foerster customarily

charges its clients for all reimbursable expenses incurred, including photocopying charges, long distance telephone calls, facsimile transmissions, messengers, courier mail, overtime meals, overtime and late night transportation, travel, lodging, meal charges for business meetings, postage, printing, transcripts, filing fees, computer research and similar items. Subject to this Courts order(s) with respect to the reimbursement of expenses, Morrison & Foerster will be seeking reimbursement of all such charges incurred on behalf of the Committee. 10. No promises have been received by Morrison & Foerster, nor any partner, any

attorney who is of counsel to Morrison & Foerster, or any associate of Morrison & Foerster, as to compensation in connection with the Chapter 11 cases other than in accordance with the provisions of the Bankruptcy Code. Neither Morrison & Foerster, nor any partner of Morrison & Foerster, any attorney who is of counsel to Morrison & Foerster or any associate of Morrison & Foerster, has any agreement with any other entity to share with such entity any compensation received by Morrison & Foerster in connection with these cases. 5

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11.

Morrison & Foerster intends to maintain detailed, contemporaneous time records

and to submit fee applications to this Court for compensation and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Guidelines set forth by the Executive Office of the United States Trustee and any additional procedures that may be established by the Court in these Chapter 11 cases. Morrison & Foerster understands that interim and final fee awards are subject to approval by this Court, and Morrison & Foerster has agreed to accept as compensation such sums as may be allowed by this Court. Disinterestedness and Disclosure of Connections 12. In order to ascertain Morrison & Foersters connections, as that term is used in

Bankruptcy Rule 2014, with the Debtors, the Debtors creditors, and other parties in interest in these Chapter 11 cases, Morrison & Foersters new business department, under the supervision of attorneys in the Bankruptcy & Restructuring Department, conducted an internal search to identify any connections with any creditors and parties in interest as of the Petition Date, as set forth on Appendix 1 hereto (collectively, the Interested Parties). This internal inquiry regarding the Interested Parties was performed by Morrison and Foersters new business department consistent with its normal and customary practices using Morrison & Foersters conflict database to determine if Morrison & Foerster currently represents or formerly represented any of the Interested Parties. As set forth on Appendix 1, the following is a list of the categories of Interested Parties that Morrison & Foerster has searched to date: (a) The Debtors and Affiliated Entities (b) The Debtors Officers and Directors (c) Lenders (d) Significant Debtholders 6

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(e) Significant Litigation Claimants and Lienholders (f) Shareholders Holding Significant Equity Interests (g) Letter of Credit Issuers (h) Insurers (i) Contract Counterparties (j) Utilities (k) Vendors (l) The Debtors Professionals (m)United States Bankruptcy Judges in the Southern District of New York (n) United States Trustee for the Southern District of New York (and Assistant United States Trustees and Trial Attorneys) (o) Other Interested Parties 13. Morrison & Foerster searched the names of the Interested Parties in a computer

system containing the names of current and former clients of Morrison & Foerster. This search revealed that certain Interested Parties are or may be current or former Morrison & Foerster clients, as identified on the list attached to this Affidavit as Appendix 2. None of the current and former clients listed on Appendix 2 represented one percent (1%) or more of Morrison & Foersters client billings for the 2009 fiscal year. 14. Based on the results of this search, and through direct inquiries with Morrison &

Foerster attorneys as necessary, it was determined that the representation of the Interested Parties disclosed on Appendix 2 hereto concerned matters in which such clients were not adverse to the Debtors or the Debtors estates. 15. The status of entities listed as Interested Parties on Appendix 1 may have changed

or could change during the pendency of the Chapter 11 cases without our knowledge. Morrison & Foerster will periodically review its files during the pendency of these Chapter 11 cases to 7

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ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, Morrison & Foerster will use reasonable efforts to identify such further developments and will promptly file a supplemental affidavit, as required by Bankruptcy Rule 2014(a). Specific Disclosures 16. Morrison & Foerster does not hold or represent any interest adverse to the

Debtors estates and, except as disclosed below, does not have any connections to the Debtors creditors, affiliates, other parties in interest and potential parties in interest, the Assistant United States Trustees for the Southern District of New York and attorneys employed by such office, or any judge in the United States Bankruptcy Court for the Southern District of New York. Accordingly, Morrison & Foerster is a disinterested person, as that term is defined in section 101(14) of the Bankruptcy Code (as modified by section 1107(b) of the Bankruptcy Code), and Morrison & Foersters employment is necessary and in the best interests of the Debtors and the Debtors estates. 17. As specifically set forth below and in the attached appendices, Morrison &

Foerster represents or has represented certain of the Debtors creditors or other parties in interest in matters unrelated to the Debtors and these Chapter 11 cases; however, none of the representations described herein is materially adverse to the interests of the Debtors estates. 18. As part of its customary practice, Morrison & Foerster is retained in cases,

proceedings, and transactions involving many different parties throughout the United States and worldwide, some of whom may represent or be employed by the Debtors, claimants, and parties in interest in these Chapter 11 cases. 19. Pursuant to section 327(c) of the Bankruptcy Code, Morrison & Foerster is not

disqualified from acting as the Committees counsel merely because it previously represented or
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currently represents the Debtors creditors, or other parties in interest in matters unrelated to the Debtors or these Chapter 11 cases. Such parties are identified in Appendix 2 to this Affidavit, and relationships with certain of those parties are described in further detail below. 20. Specifically, Morrison & Foerster represents, and has in the past represented, the

following entities, which are affiliates of equity holder Apollo Investment Corp. (a subsidiary of corporate parent Apollo Advisors LP (Advisors)), in various matters unrelated to the Debtors or these Chapter 11 cases, including, with respect to regulatory, labor, and general corporate matters: (a) Apollo Management LP, a subsidiary of Advisors; (b) Hughes Network Systems LLC, a second-level subsidiary of Advisors; and (c) Title Resource Group LLC, a third-level subsidiary of Advisors. Morrison & Foerster has existing waivers from Apollo Management LP and Title Resource Group LLC. Morrison & Foerster does not represent, and has never represented, Apollo Investment Corp. Morrison & Foerster can still investigate, and, if necessary, challenge, Apollo Investment Corp. in these cases. 21. Certain lateral attorneys at Morrison & Foerster performed work unrelated to the

Debtors or these Chapter 11 cases for affiliates of Apollo Investment Corp. prior to joining Morrison & Foerster. Those attorneys will not participate in these cases and their access to information received in connection with these cases will be blocked in accordance with Morrison & Foersters internal informational wall procedures. 22. Morrison & Foerster has in the past represented Innkeepers USA Inc., an entity

that appears to be related to the Debtors, in connection with a relatively short and discreet local property tax appeal with respect to a single property, which matter is unrelated to the Debtors or these Chapter 11 cases and is now closed. Innkeepers USA Inc. is not a debtor in these Chapter 11 cases.

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23.

Morrison & Foerster has in the past represented affiliates of debtholder CSE

Mortgage LLC in various matters that are now closed and are unrelated to the Debtors or these Chapter 11 cases, including certain finance, acquisition, and general corporate matters. A lateral attorney at Morrison & Foerster performed work unrelated to the Debtors or these Chapter 11 cases for debtholder Five Mile Capital Partners LLC prior to joining Morrison & Foerster. That attorney will not participate in these cases and his access to information received in connection with these cases will be blocked in accordance with Morrison & Foersters internal informational wall procedures. Morrison & Foerster currently represents, and in the past has represented, affiliates of debtholder Lehman ALI Inc. in matters that are unrelated to the Debtors or these Chapter 11 cases, but has not represented Lehman ALI Inc. 24. Morrison & Foerster has in the past represented an individual named Richard

Fenton, who may be an officer of the Debtors, in connection with certain state and local tax matters unrelated to the Debtors or these Chapter 11 cases, which matters are closed. Morrison & Foerster has in the past also represented an individual named Robert C. Martin, Jr., who may be an officer of the Debtors, in connection with a securities matter unrelated to the Debtors or these Chapter 11 cases, which matter is closed. 25. Morrison & Foerster has in the past represented an individual named Mary

Walker Bryan, who may be a party to litigation pending against the Debtors, in connection with a probate proceeding unrelated to the Debtors or these Chapter 11 cases, which matter is closed. 26. Morrison & Foerster has in the past represented Marriott International Inc., a

creditor of the Debtors, in connection with various matters unrelated to the Debtors or these Chapter 11 cases, including, but not limited to, regulatory, employment and labor, tax, and general corporate matters, which matters are closed.

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10

27.

Morrison & Foerster currently represents Hilton Hotels Corp., a creditor of the

Debtors, in connection with various matters unrelated to the Debtors or these Chapter 11 cases, including, but not limited to, regulatory, privacy, tax, and general corporate matters. 28. Morrison & Foerster will not represent the Committee in an adversary proceeding

or other litigation against any current client of Morrison & Foerster without obtaining appropriate waivers where necessary or appropriate. In addition, Morrison & Foerster will not represent any client in any matter involving the Debtors or these Chapter 11 cases while retained as the Committee's counsel in these Chapter II cases. Morrison & Foerster will notify the United States Trustee of any waivers it receives during the pendency of the Debtors' bankruptcy cases. If any matters arise with respect to which Morrison & Foerster carmot obtain a necessary a waiver, the Committee will retain conflicts counsel to represent thy interests of the unsecured creditors. 29. To the extent the Committee seeks to retain additional professionals to represent

the Committee in any matters relating to these Chapter 11 cases, Morrison & Foerster will make all reasonable efforts not to duplicate the services rendered by these professionals. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Dated: August 16, 2010

~------------~

Sworn to before me on this W&y of August 2010

Notary Public

II
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APPENDIX 1 INNKEEPERS USA TRUST, ET AL. LIST OF PARTIES IN INTEREST SEARCHED Debtor Entities Apollo Investment Company GP AC Sublessee LLC Grand Prix Addison (RI) LLC Grand Prix Addison (SS) LLC Grand Prix Albany LLC Grand Prix Altamonte LLC Grand Prix Anaheim Orange Lessee LLC Grand Prix Arlington LLC Grand Prix Atlanta (Peachtree Corners) LLC Grand Prix Atlanta LLC Grand Prix Atlantic City LLC Grand Prix Bellevue LLC Grand Prix Belmont LLC Grand Prix Binghamton LLC Grand Prix Bothell LLC Grand Prix Bulfinch LLC Grand Prix Campbell / San Jose LLC Grand Prix Cherry Hill LLC Grand Prix Chicago LLC Grand Prix Columbia LLC Grand Prix Denver LLC Grand Prix East Lansing LLC Grand Prix El Segundo LLC Grand Prix Englewood / Denver South LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee LLC Grand Prix Fremont LLC Grand Prix Ft. Lauderdale LLC Grand Prix Ft. Wayne LLC Grand Prix Gaithersburg LLC Grand Prix General Lessee LLC Grand Prix Germantown LLC Grand Prix Grand Rapids LLC Grand Prix Harrisburg LLC Grand Prix Holdings LLC Grand Prix Horsham LLC Grand Prix IHM, Inc. Grand Prix Indianapolis LLC Grand Prix Islandia LLC Grand Prix Las Colinas LLC Grand Prix Lexington LLC Grand Prix Livonia LLC Grand Prix Lombard LLC Grand Prix Louisville (RI) LLC Grand Prix Lynnwood LLC Grand Prix Mezz Borrower Fixed, LLC Grand Prix Mezz Borrower Floating 2, LLC Grand Prix Mezz Borrower Floating, LLC Grand Prix Mezz Borrower Term LLC Grand Prix Montvale LLC Grand Prix Morristown LLC Grand Prix Mountain View LLC Grand Prix Mt. Laurel LLC Grand Prix Naples LLC Grand Prix Ontario Lessee LLC Grand Prix Ontario LLC Grand Prix Portland LLC Grand Prix Richmond (Northwest) LLC Grand Prix Richmond LLC Grand Prix RIGG Lessee LLC Grand Prix RIMV Lessee LLC Grand Prix Rockville LLC Grand Prix Saddle River LLC Grand Prix San Jose LLC Grand Prix San Mateo LLC Grand Prix Schaumburg LLC Grand Prix Shelton LLC Grand Prix Sili I LLC Grand Prix Sili II LLC Grand Prix Term Lessee LLC Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC Grand Prix Tukwila LLC Grand Prix West Palm Beach LLC Grand Prix Westchester LLC Grand Prix Willow Grove LLC Grand Prix Windsor LLC Grand Prix Woburn LLC Innkeepers Financial Corporation Innkeepers USA Limited Partnership Innkeepers USA Trust KPA HI Ontario LLC KPA HS Anaheim, LLC KPA Leaseco Holding Inc. KPA Leaseco, Inc. KPA RIGG, LLC KPA RIMV, LLC KPA San Antonio, LLC KPA Tysons Corner RI, LLC

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KPA Washington DC, LLC KPA/GP Ft. Walton LLC KPA/GP Louisville (HI) LLC KPA/GP Valencia LLC Top 50 Creditors American Hotel Register Co. Apollo Investment Company Brickman Group, Ltd Carrier Corp Centerline Servicing, Inc. Cintas Corporation CSE Mortgage LLC CWCapital Asset Management LLC Ecolab Inc Ecolab Pest Elimination Elite Heating & Air Eric Ryan Corporation Fibercare Fire & Oak Global Restaurant Design, Corp Guest Supply, Inc. HD Supply Facilities Hilton Hotels Corporation Hyatt Summerfield Suites Jenkins/Gales & Martinez JMC Global Lehman Ali, Inc. Lehman Ali, Inc. LG Electronics USA Inc LNR Partners, Inc. LNR Partners, Inc. LNR Partners, Inc. LNR Partners, Inc. LNR Partners, Inc. LNR Property Corporation Marriott Hotels Marx Realty & Improvement Co. Midland Loan Services, Inc. Oak Roofing, Inc Office Depot Onyx Sealcoating, Inc. PDQ Consulting, Inc Quoizel, Inc. RHS Commercial LLC Romala Stone, Inc. Royal Cup Dine-Mor Skadden, Arps, Slate, Meagher & Flom LLP Springfield Corporation Starwood Hotels & Resorts Worldwide Inc Sunset Pools, Inc.

Swank Audio Visuals, LLC Sysco Food Triangle Renovations US Wall Decor Waste Management Western State Design, Inc Equity Holders Apollo Investment Corp. Craven, Dennis M. Grand Prix Holdings LLC Inland Advisor Murphy, Mark A. Trameil Trust Walker, Timothy Western Retail REIT #2 Lenders Capmark Bank Capmark Finance Inc. CWCapital Asset Management LLC GMAC Commercial Mortgage Bank GMAC Commercial Mortgage Corp. LaSalle Bank NA Merrill Lynch Mortgage Lending Inc. Lehman ALI Inc. LNR Partners Inc. Midland Loan Services Inc. National Consumer Cooperative Bank NCB FSB US Bank National Association Wachovia Bank NA Wells Fargo Bank NA Letters of Credit AIG Casualty Co. AIG Excess Liability Insurance Co. Ltd. AIU Insurance Co. American Home Assurance Co. American International Pacific Insurance Co. American International South Insurance Co. American International Specialty Lines Insurance Co. Apollo Investment Corp. Birmingham Fire Insurance Co. Commerce & Industry Insurance Co. Granite State Insurance Co. Illinois National Insurance Co. Insurance Company of The State of Pennsylvania, The

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JPMorgan Chase Bank NA Landmark Insurance Co. Lexington Insurance Co. National Union Fire Insurance Co. of Louisiana National Union Fire Insurance Co. of Pittsburgh PA New Hampshire Insurance Co. Starr Excess Liability Insurance Co. Zurich American Insurance Co. Lien Insurer Platte River Insurance Co. Liens & Litigants Ahern, Linda Alamo Crane Alcantara, Celeste Amalgamated National Health Fund, Trustees of the American HVAC Bautiza, Beatriz Brown, Kevin Bryan, Mary Commercial Floor Tech Inc. Copeland's of New Orleans Cortamilgia, Renee Costello, Diana Cristo, Kevin DaSilva, Domingo Denson, Jessica Devlin, Kathleen Dukes, Charlene Espiritu, Allan Garcia, Hilmer Garrettporter, Evelyn Global Restaurant Design Gonzalez-Vite, Jose Griffin, Remell ISS-TMC Services Inc. Keller, Margaret Koletowo, Kudi LaFollette, Delane F. Lakefront Supply Le Tel Communications Mayberry, Ronald Melgar, Maria Meserve, Rose Mobley, David Monroy, Alejandra Morales, Alejandro

Morales, William NLP North Creek Maintenance District Association Nunez, Cecilia Oak Roofing Oak Roofing & Tuckpointing Inc. Oak Roofing Inc. O'Bannon, Patricia Onyx Sealcoating Pacumio, Anthony PDI Pearson, Freya Perez, Maria Pineda, Natividad Powers, Bob Precise Richardson, Nita Ritchie, Bernie Rodriguez, Jacqueline Rodriquez, Jose Romero, Jhonathan J. Ron Aton Blacktop Inc Ross Court Plumbing Inc. Scheser, Michael Smalz, Eileen Summers, Linda Tobin & Sons Tyrczyn, Tom US Wall Dcor Williams, Fred Wing Millwork & Supply Wittman, Carol Officers & Directors Beilinson, Marc Craven, Dennis M. Fenton, Richard F. Hewes, Schuyler Kentoff, Eric Korval, Justin Martin, Bob Murphy, Mark A. Press, Rick Price, Linda K. Sack, Aaron Walker, Tim Professionals Kelley Depasquale & Co. Meritax LLC

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PricewaterhouseCoopers Skadden Arps Utilities Addison, Town of (TX) Alameda County Water District (CA) Altamonte Springs, City of (FL) American Electric Power Amerigas Pompano Beach Aqua Pennsylvania Aquarion Water Co. of CT Arlington, City of (TX) Atlanta, City of (GA) Atlantic City Electric Atlantic City Municipal Utilities Authority (NJ) Atlantic City Sewerage Co., The Atmos Energy Bellevue, City of (WA) BGE Boston Water Bothell, City of (WA) Camden County Municipal Utilities Authority (NJ) Central Maine Power Co. Citizens Gas CL&P Columbia Gas of Kentucky Consumers Energy CPS Energy DC Water & Sewer Authority Denver Water Dominion Virginia Power DTE Energy East Lansing, City of (MI) El Paso De Robles, City of (CA) El Segundo, City of (CA) Falls Church, City of (VA) Florida Public Utilities Co. Fort Lauderdale, City of (FL) Fort Wayne Utilities, City of (IN) Foster City, City of (CA) FPL Garden Grove, City of (CA) Gas Co., The Gas South Georgia Power Co. Grand Rapids, City of (MI) Great Oaks Water Co. Gwinnett County Public Utilities (GA) Henrico, County of (VA)

Horsham Water & Sewer Authority (PA) Howard County (MD) Indianapolis Power & Light Co. Indianapolis Water Irving Utility Billing, City of (TX) JCP&L Kentucky American Water Kentucky Utilities Company (KU) Lansing Board of Water & Light (MI) Latham Water District (NY) LG&E LIPA Livonia, City of (MI) Lombard, Village of (IL) Louisville Water Co. Lynnwood, City of (WA) Madison Heights, City of (MI) MDC - The Metropolitan District (CT) Mid Peninsula Water District (CA) MidAmerican Energy Co. Montvale, Borough of (NJ) Morristown, Town of (NJ) Mount Laurel Township Municipal Utilities Authority (NJ) Mountain View, City of (CA) Naples, City of (FL) National Grid New Jersey American Water New York State Electric & Gas Corp. Nicor Gas Nipsco Nstar Electric Ontario, City of (CA) Orange, City of (CA) PECO Energy Pepco PG&E Portland Water District (ME) PPL Electric Utilities Corp. Progress Energy Florida Inc. Propane Gas Service Inc. PSE&G Co. Puget Sound Energy Reliant Energy Richmond, City of (VA) Rockland Electric Co. Rosemont, Village of (IL) Rural Gas Co., The Saddle River, Borough of (NJ) San Antonio Water System (TX) San Diego City Treasurer, City of (CA)

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San Jose Water Co. Schaumburg, Village of (IL) SDG&E Sempra Energy Snohomish County Public Utility District (WA) South Jersey Gas Co. Southeast Morris County Municipal Utilities Authority (SMCMA) Southern California Edison Suburban Propane AR Center Suffolk County Water Authority (NY) Sunnyvale, City of (CA) Teco Peoples Gas Troy Water Department, City of (MI) Tukwila, City of (WA) UGI Utilities Inc. United Illuminating Co., The United Water New Jersey United Water Pennsylvania Unitil Upper Moreland Hatboro Joint Sewer Authority (PA) Valencia Water Co. Vestal, Town of (NY) Washington Gas Washington Suburban Sanitary Commission West Palm Beach, City of (FL) Westchester, Village of (IL) Woburn, City of (MA) Xcel Energy Vendors Ace Parking Management Inc. Addison, Town of (TX) ADP Inc. Aetna - Middleton Aetna Health Management LLC AFCO Credit Corp. Alameda County Tax Collector (CA) Albany County Director of Finance (NY) Allen, Virginia E., as Town of Islip Tax Collector (NY) American Express American Hotel Register Co. Anaheim Transportation Network Aon Risk Services Northeast Inc. Arapahoe County Treasurer (CO) Archer & Greiner Arlington, City of (TX) Arthur J Gallagher of Texas Inc.

AS Hospitality Ashley Lighting Associated Builders At Your Service AT&T Wi-Fi Services Atlanta, City of (GA) Atlantic City, City of (NJ) Ayoub & Mansour LLC B&B Parking Inc. Baldor Specialty Foods Bankdirect Capital Finance LLC Bayscapes Beilinson, Marc Belmont, City of - Finance Division (CA) Ben E Keith Foods Benefactor Funding Corp. Best Western International Inc. Bolton Construction LLC Boston, City of (MA) Brickman Group Ltd. Broome County Commissioner of Finance (NY) Broward County Revenue Collector (FL) Buffington, Lee, as San Mateo County Tax Collector (CA) Burkett's Pool Plastering Inc. Caler Donten & Levine PA California Franchise Tax Board California Travel & Tourism Carson's Hospitality Cass Commercial Bank Castleman & Young Construction Inc. Cherry Hill Township (NJ) CIGNA Healthcare Cintas Corp. CitiBank SAMP Cohen Cooper Estep & Allen LLC Collier County Tax Collector (FL) Color Applications Inc. Comptroller of Public Accounts Contract Purchasing & Design Cook County Collector (IL) Cummings Development Dallas County (TX) Dallas County Tax Assessor-Collector (TX) Denver Manager of Revenue, City & County of (CO) Designer Tile & Stone LLC Dick, Robert F., as Dauphin County Treasurer (PA) Director of Finance

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Disneyland Resort Ticket Services DJ's Construction Drain Works Plumbing Service Du Page County Collector (IL) Ecolab Ecolab Pest Elimination El Segundo, City of (CA) Emax-Resource Technology Management Inc. Eric Ryan Corp. Fairfax, County of (VA) FDR Construction Inc. Featherstone Foods Inc. Federal Express Fibercare Fire & Oak Food Services of America Fort Lauderdale, City of (FL) Fremont, City of (CA) Fulton County Tax Commissioner Furniture Manufacturers Credit Association Gaithersburg, City of (MD) Galaxy Hotel Systems LLC Gallagher Bassett Services Inc. Garden Grove, City of (CA) Global Restaurant Design Corp. Goldberg & Solovy Foods Inc. Goodman &, Attorney Trust Account of Gordon Food Service - Troy Green Tree Packing Co. Inc. Greenwood Village, City of (CO) Guest Supply Inc. Gwinnett County Tax Commission Hamilton Meats & Provisions Inc. Hatboro-Horsham HD Supply Facilities Maintenance Henrico, County of (VA) Hilton Hotels Corp. Howard County Government (MD) iBAHN Imperial Premium Finance Inc. Indiana Department of Revenue Indon International Innkeepers USA Irving, City of (TX) Island Hospitality Management Jenkins Gales & Martinez JF Capital Advisors LLC JMC Global Johnson & Jordan Inc. Kaiser Foundation Health

Kentucky State Treasurer Kentwood, City of (MI) King County Treasurer (WA) Kirkland & Ellis LLP Kleisner, Fred Klotz & McCann KPA San Antonio HS LLC KPA Tysons Corner RI LLC KPA Washington DC PT LLC KR Commercial Interiors Inc. LA Specialty Landmark Art & Frame Lane Associates Lanier Parking Solutions Lanier Valet Solutions Lexington Fayette County Government (KY) LG Electronics USA Inc. Life Fitness A Division of Brunswick Lina LINA Life Insurance Co. of North America Livonia, City of (MI) Lodgenet Entertainment Corp. Lombard, Village of (IL) LORLPC Los Angeles County Tax Collector (CA) Los Angeles, County of (CA) Louisville Jefferson County Me (KY) Madison Seafood Inc. Magnus Construction Management Inc. Maguire Properties-500 Orange Tower LLC Maines, Stanton Marion County Treasurer Marriott International Inc Marx Realty & Improvement Co. MDCVB-Assessment Meritax LLC Michigan Department of Treasury Michigan, State of Montgomery County (MD) Montvale Landscaping Inc. Montvale, Borough of (NJ) Morgan, Susan R., as Town of Vestal Receiver (NY) Morris, Township of (NJ) Morristown-TRS (NJ) Mount Laurel Township Municipal (NJ) Mountain View, City of (CA) MR Smith & Co. Multi-Systems Inc. New Jersey, State of - AC Tax

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NLP Furniture Industries Inc. Office Depot Office of The City Treasurer Okaloosa County Tax Collector (FL) Ontario, City of (CA) Orange, City of (CA) Orange, County of (CA) Otis Elevator Co. Otis Spunkmeyer Inc. Pacific Rim Mechanical PDQ Consulting Inc. Perot System Corp. Perrone Wine & Spirits Petty Cash - Hilton Ontario Petty Cash - Orange Grove Petty Cash - Rockville Philmac Inc. PHM Hospitality Presentation Services Price Meese Shulman Price, Betsy, as Tarrant County Tax Assessor (TX) PricewaterhouseCoopers LLP Quiltcraft Quoizel Inc. R&R Marketing (Royal Division) Raeco Seasonal LLC Resource Technology Management Retzko's Landscaping Richard J Conte Attorney Trust Account Rockville, City of (MD) Romala Stone Inc. Ron Aton Blacktop Inc. Rosemont, Village of (IL) Royal Cup Dine-Mor RSA Realty Inc. Ruds Inc. Ruisi, Larry Saddle River, Borough of (NJ) Salisbury & Moore Construction LLC San Antonio, City of (TX) San Bernardino County Tax Collector (CA) San Diego County Treasurer Tax Collector (CA) San Diego Office of The City Treasurer San Jose Treasury, City of (CA) San Mateo, City of (CA) Santa Clara Tax Collector (CA) Santa Clarita, City of (CA) Schaumburg, Village of (IL) Schnitzer West LLC

Scott Beck Construction Inc. Shamrock Foods Co. Shelton Tax Collector (CT) SimplexGrinnell LP Skadden Arps Slate Meagher & Flom LLP Springfield Corp. Studio 1200 LLC Sunnyvale Revenue, City of (CA) Sunset Parking Service Swank Audio Visuals LLC Swank Audio Visuals LLC Sysco Sysco - Baltimore Sysco - Louisville Sysco - San Antonio Sysco - San Diego Sysco - Valencia Sysco Food Sysco Food Service Metro NY Sysco Food Services - Chicago Terminix Commercial Texas Comptroller of Public Account

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Texas Sales Tax, State of Tradavo Inc. Travel Click Inc. Triangle Renovations United Health Fund US Foodservice US Foodservice - Altamonte Springs US Foodservice - Atlanta Downtown US Foodservice - Atlantic City US Foodservice - Belmont US Foodservice - Cherry Hill US Foodservice - El Segundo US Foodservice - Fremont US Foodservice - Ft. Lauderdale US Foodservice - Gaithersburg US Foodservice - Garden Grove US Foodservice - Harrisburg US Foodservice - Islandia US Foodservice - Manassas US Foodservice - Montvale US Foodservice - Mount Laurel US Foodservice - Mountain View US Foodservice - Richmond Nw US Foodservice - Rosemont US Foodservice - Saddle River US Foodservice - San Jose South US Foodservice - San Mateo US Foodservice - Sili I US Foodservice - Sili II US Foodservice - Tysons Corner US Wall Decor USA Today Valdes, Ray, as Seminole County Tax Collector (FL) Van Dyke, Caleb Vestal Central School District Tax Collector (NY) Walter, Robert D., as Upper Moreland Township Tax Collector (PA) Warner Construction Inc. Washington Department, State of Waste Management West Central Produce Inc. Westchester, Village of (IL) Western State Design Inc. Windsor Industries Inc. Windsor, Town of (CT) Worldwide Payment System SA

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APPENDIX 2
INNKEEPERS USA TRUST, ET AL. SPECIFIC DISCLOSURES REGARDING PARTIES IN INTEREST NAME SEARCHED OR PROVIDED BY CLIENT ADP Inc. CATEGORY OF PARTY IN INTEREST Vendors NOTES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

Aetna Health Management LLC

Vendors

Aetna Middleton

Vendors

American Electric Power

Utilities

American Express

Vendors

American Home Assurance Co.

Letters of Credit

Apollo Investment Corp

Debtor Entity Equity Holder

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NAME SEARCHED OR PROVIDED BY CLIENT Atlanta, City of (GA)

CATEGORY OF PARTY IN INTEREST Utilities

NOTES M&F CURRENTLY REPRESENTS THIS MUNICIPALITY IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED A SIMILARLY NAMED INDIVIDUAL IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

Best Western International Inc.

Vendors

Bryan, Mary

Liens & Litigants

Capmark Finance Inc.

Lender

Carrier Corp.

Top 50 Creditors

CIGNA Healthcare

Vendors

Cintas Corp.

Top 50 Creditors Vendors

CitiBank SAMP

Vendors

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NAME SEARCHED OR PROVIDED BY CLIENT CSE Mortgage LLC

CATEGORY OF PARTY IN INTEREST Debtholders

NOTES M&F HAS IN THE PAST REPRESENTED CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES A LATERAL ATTORNEY AT M&F REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES PRIOR TO JOINING M&F IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED A SIMILARLY NAMED INDIVIDUAL IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

CWCapital Asset Management LLC

Lenders

Ecolab Inc.

Top 50 Creditors Vendors

Ecolab Pest Elimination

Vendors

Federal Express

Vendors

Five Mile Capital Partners LLC

Debtholders

Fenton, Richard F.

Officers & Directors

GMAC Commercial Mortgage Corp.

Lenders

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NAME SEARCHED OR PROVIDED BY CLIENT Great Oaks Water Co.

CATEGORY OF PARTY IN INTEREST Utilities

NOTES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED T CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

Hilton Hotels Corp.

Top 50 Creditors Vendors

iBAHN

Vendors

Innkeepers USA

Debtors

JPMorgan Chase Bank NA

Letters of Credit

Kaiser Foundation Health

Vendors

Kirkland & Ellis LLP

Professionals

LaSalle Bank NA

Vendors

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NAME SEARCHED OR PROVIDED BY CLIENT Lehman ALI Inc

CATEGORY OF PARTY IN INTEREST Debtholders

NOTES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES OF THIS ENTITY IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS COUNTY IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

LG Electronics USA Inc.

Vendors

Life Fitness A Division of Brunswick

Vendors

LNR Partners Inc.

Top 50 Creditors Vendors

LNR Property Corporation

Top 50 Creditors

Lodgenet Entertainment Corp.

Vendors

Los Angeles, County of (CA)

Vendors

Marriott Hotels

Top 50 Creditors

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NAME SEARCHED OR PROVIDED BY CLIENT Marriott International Inc

CATEGORY OF PARTY IN INTEREST Vendors

NOTES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED A SIMILARLY NAMED INDIVIDUAL IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS STATE IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS MUNICIPALITY IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

Martin, Bob

Officers & Directors

Merrill Lynch Mortgage Lending Inc.

Lenders

Michigan, State of

Vendors

MidAmerican Energy Co.

Utilities

Midland Loan Services, Inc.

Top 50 Creditors

Mountain View, City of (CA)

Utilities Vendors

National Grid

Utilities

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NAME SEARCHED OR PROVIDED BY CLIENT Office Depot

CATEGORY OF PARTY IN INTEREST Top 50 Creditors Vendors

NOTES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS COUNTY IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED A SIMILARLY NAMED INDIVIDUAL IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED A SIMILARLY NAMED INDIVIDUAL IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

Orange, County of (CA)

Vendors

Otis Elevator Co.

Vendors

Perez, Maria

Liens & Litigants

PG&E

Utilities

PSE&G Co.

Utilities

Powers, Bob

Liens & Litigants

PricewaterhouseCoopers

Professionals

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NAME SEARCHED OR PROVIDED BY CLIENT Puget Sound Energy

CATEGORY OF PARTY IN INTEREST Utilities

NOTES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS MUNICIPALITY IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

Reliant Energy

Utilities

Royal Cup Dine-Mor

Top 50 Creditors Vendors

San Antonio, City of (TX)

Vendors

San Jose Water Co.

Utilities

Schnitzer West LLC

Vendors

SDG&E

Utilities

Sempra Energy

Utilities

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NAME SEARCHED OR PROVIDED BY CLIENT Skadden Arps Slate Meagher & Flom LLP

CATEGORY OF PARTY IN INTEREST Professionals Top 50 Creditors

NOTES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS MUNICIPALITY IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

Starwood Hotels & Resorts Worldwide, Inc.

Top 50 Creditors

Sunnyvale, City of (CA)

Utilities

Sysco

Top 50 Creditors Vendors

Terminix Commercial

Vendors

US Bank National Association

Lender

US Foodservice

Vendors

Wachovia Bank NA

Lenders

ny-934598

NAME SEARCHED OR PROVIDED BY CLIENT Washington Gas

CATEGORY OF PARTY IN INTEREST Utilities

NOTES M&F CURRENTLY REPRESENTS CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F HAS IN THE PAST REPRESENTED A DEPARTMENT OF THIS STATE IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES M&F CURRENTLY REPRESENTS THIS ENTITY AND/OR CERTAIN AFFILIATES OR SUBSIDIARIES IN MATTERS WHOLLY UNRELATED TO THE DEBTORS CHAPTER 11 CASES

Washington Department, State of

Vendors

Waste Management

Top 50 Creditors

Wells Fargo Bank NA

Lenders

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10