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Hearing Date: September 24, 2012 at 2:00 p.m. (prevailing Eastern Time) Objection Deadline: September 17, 2012 at 4:00 p.m. (prevailing Eastern Time)

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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 Disbursing Agent 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 OF APPLICATION FOR FINAL DECREE CLOSING THE CHAPTER 11 CASES OF FIXED/FLOATING, ANAHEIM HOTEL, AND ONTARIO HOTEL DEBTORS PURSUANT TO SECTION 350(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 3022 1

The list of Debtors in the 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 Closing Debtors service address is: AP Services, LLC, Disbursing Agent, Attn: Todd Brents, 2101 Cedar Springs Road, Suite 1100, Dallas, Texas 75201.

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PLEASE TAKE NOTICE that a hearing (the Hearing) for the relief requested in the above-referenced application (the Application)2 will be held 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 September 24, 2012 at 2:00 p.m. prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any responses to the Motion: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served so as to be actually received no later than September 17, 2012 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 Application.

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New York, New York Dated: September 7, 2012

/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 Disbursing Agent

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Hearing Date: September 24, 2012 at 2:00 p.m. (prevailing Eastern Time) Objection Deadline: September 17, 2012 at 4:00 p.m. (prevailing Eastern Time)

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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 Disbursing Agent 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

APPLICATION FOR FINAL DECREE CLOSING THE CHAPTER 11 CASES OF FIXED/FLOATING, ANAHEIM HOTEL, AND ONTARIO HOTEL DEBTORS PURSUANT TO SECTION 350(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 3022

The list of Debtors in the 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 Closing Debtors service address is: AP Services, LLC, Disbursing Agent, Attn: Todd Brents, 2101 Cedar Springs Road, Suite 1100, Dallas, Texas 75201.

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AP Services, LLC, as Disbursing Agent2 for the Fixed/Floating Debtors, the Anaheim Hotel Debtor, and the Ontario Hotel Lessee submits this application (this Application) for entry of a final decree, substantially in the form attached hereto as Exhibit A, closing the chapter 11 cases of the Fixed/Floating Debtors, the Anaheim Hotel Debtors, and the Ontario Hotel Debtors (collectively, the Closing Debtors). In support of this Application, the Disbursing Agent respectfully states as follows: Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. In addition, pursuant to

the Confirmation Order (as defined herein), the Court has retained jurisdiction, among other things, to enter a final decree closing the Debtors chapter 11 cases. 3. The statutory basis for the relief requested herein is section 350(a) of title 11 of

the United States Code (the Bankruptcy Code), Rule 3022 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 3022-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules). Relief Requested 4. By this Application, the Disbursing Agent respectfully requests that the Court

enter a final decree, substantially in the form attached hereto as Exhibit A, closing the Closing Debtors chapter 11 cases.

All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (with Modifications to the Fixed/Floating Plan) [Docket No. 2181-1] (as amended, the Plan)

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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). 6. On June 29, 2011, the Court entered the Findings of Fact, Conclusions of Law,

and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1804] (the Confirmation Order), confirming the Plan.3 The Plan comprises four separate joint plans for each of four corresponding groups of Debtorsthe Fixed/Floating Debtors, the Anaheim Hotel Debtors, the Ontario Hotel Debtors, and the Remaining Debtors. As of the date hereof, the estates of the Fixed/Floating Debtors, the

Anaheim Hotel Debtors, and the Ontario Hotel Debtors have been fully administered by the Disbursing Agent, all outstanding claims have been resolved, and all distributions have been made. 7. The Disbursing Agent is not seeking to close the Remaining Debtors cases at this

time. AP Services, LLC, as trustee of the Liquidation Trust, is working diligently to complete the administration of the Remaining Debtors estates and hopes to seek a final decree closing the Remaining Debtors estates as soon as practicable. Basis for Relief 8. Section 350(a) of the Bankruptcy Code provides that [a]fter an estate is fully

administered and the court has discharged the trustee, the court shall close the case. Bankruptcy Rule 3022, which implements section 350 of the Bankruptcy Code, further provides that [a]fter

On October 21, 2011, the Court entered the Order (I) Authorizing Fixed/Floating Debtors to Enter into Second Amended Commitment Letter, (II) Approving (A) Modifications to Fixed/Floating Plan and Confirmation Order and (B) Amended New Holdco/Midland Commitment, (III) Authorizing Fixed/Floating Debtors to Settle Adversary Proceedings upon Consummation of Modified Fixed/Floating Plan [Docket No. 2181] (the Plan Modification Order), approving certain modifications to the Fixed/Floating Plan.

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an estate is fully administered in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest, shall enter a final decree closing the case. 9. The Advisory Committee Note to Bankruptcy Rule 3022 provides, in relevant

part, as follows: Factors that the court should consider in determining whether the estate has been fully administered include (1) whether the order confirming the plan has become final, (2) whether deposits required by the plan have been distributed, (3) whether the property proposed by the plan to be transferred has been transferred, (4) whether the debtor or [its successor] has assumed the business or the management of the property dealt with by the plan, (5) whether payments under the plan have commenced, and (6) whether all motions, contested matters, and adversary proceedings have been finally resolved. The court should not keep the case open only because of the possibility that the courts jurisdiction may be involved in the future. A final decree closing the case . . . does not deprive the court of jurisdiction to enforce or interpret its own orders and does not prevent the court from reopening the case for cause pursuant to 350(b) of the Code. 10. Courts generally use the six factors listed in the Advisory Committee Note to

determine whether a case has been fully administered. See, e.g., In re Aquatic Development Group, Inc., 352 F.3d 671, 676 (2d Cir. 2003); In re Gould, 47 B.R. 34, 37 (Bankr. D. Conn. 2010); In re Kliegl Bros. Universal Elec. Stage Lighting Co., Inc., 238 B.R. 531, 542 (Bankr. E.D.N.Y. 1999); In re Jay Bee Enter., Inc., 207 B.R. 536, 538 (Bankr. E.D. Ky. 1997); In re Mold Makers, Inc., 124 B.R. 766, 768 (Bankr. N.D. Ill. 1990). The six factors, however, are merely guidelines that aid a courts determination, and each of the factors need not be present before a court enters a final decree. See Kliegl Bros., 238 B.R. at 542; Mold Makers, 124 B.R. at 768-69; see also Walnut Associates v. Saidel, 164 B.R. 487 (E.D. Pa. 1994).

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11.

Here, the Court entered the Confirmation Order on June 29, 2011 and the Plan

Modification Order on October 21, 2011, and such orders are Final Orders.4 Following entry of the Confirmation Order and the Plan Modification Order, the Debtors worked diligently and in good faith to ensure that the conditions to the effectiveness of the Plan, as set forth in Article IX of the Plan, were met, including the transfer of assets and distribution of sale proceeds. The Fixed/Floating Plan, the Anaheim Hotel Plan, and the Ontario Hotel Plan were substantially consummated on October 27, 2011, July 28, 2011, and July 7, 2011, respectively. 12. All property contemplated to be transferred or distributed pursuant to the Closing

Debtors plans has been transferred or disbursed to creditors entitled to such distributions. The Closing Debtors, as applicable, have: Paid Cash to holders of Allowed Administrative Claims in full and final satisfaction of such holders claims; Paid Cash in the outstanding amount of Tranche A of Allowed Five Mile DIP Claims to holders of such claims in full and final satisfactions of such claims; Paid Cash to holders of Allowed Lehman DIP Claims in full and final satisfactions of such claims; Paid to Five Mile the Five Mile Expense Reimbursement Claim; and Paid to holders of Allowed Priority Tax Claims Cash in an amount equal to the amount of such respective holders Allowed Priority Tax Claims or in an amount agreed to by applicable Debtors and such holders. The Fixed/Floating Debtors have: Paid cash to holders of Other Priority Claims Against the Fixed/Floating Debtors, or otherwise rendered such claims unimpaired, in full and final satisfaction of such claims; Paid cash to holders of Other Secured Claims, returned to such holders the collateral securing their Other Secured Claims, or otherwise rendered such claims unimpaired, in full and final satisfaction of such claims;

13.

See Confirmation Order, at 250; Bankruptcy Rule 8002(a).

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Paid cash in the amount of $224 million to the holder of the Secured Floating Rate Pool Mortgage Loan Claims in full and final satisfaction of such claims; Released, pursuant to Article VIII.E of the Plan, holders of Secured Floating Rate Pool Mezzanine Loan Claims; and Released and waived preference claims under sections 547 and 550 of the Bankruptcy Code against holders of General Unsecured Claims against the Fixed/Floating Debtors and paid to holders of (a) General Unsecured Claims against Debtor Grand Prix West Palm Beach LLC such holders pro rata shares of $100,000 from the Fixed/Floating Unsecured Claim Fund and (b) General Unsecured Claims against Debtors other than Debtor Grand Prix West Palm Beach LLC such holders pro rata shares of $4,650,000 from the Fixed/Floating Unsecured Claim Fund. The Anaheim Hotel Debtors have:

14.

Provided for entry into an amended form of the Anaheim Hotel Mortgage Loan Agreement by New Anaheim HoldCo in accordance with and as modified by the terms and conditions set forth in the Anaheim Hotel Commitment Letter in full and final satisfaction of Secured Anaheim Hotel Mortgage Loan Claims; Provided for all of the assets of the Anaheim Hotel Debtors to be transferred, conveyed, assumed, and assigned to New Anaheim HoldCo in full and final satisfaction of Secured Anaheim Hotel Mezzanine Claims; and Paid cash to holders of General Unsecured Claims against the Anaheim Hotel Owner or Anaheim Hotel Lessee in full and final satisfaction of such claims. The Ontario Hotel Debtors have:

15.

Provided support to the Holders of Allowed Secured Ontario Hotel Mortgage Loan Claims, who elected to proceed with state foreclosure proceedings with respect to the collateral under the Ontario Hotel Mortgage Loan Agreement; and Paid to holders of General Unsecured Claims their pro rata shares of the Ontario Hotel Cash Recovery Fund.

As of the date hereof, all motions, contested matters, and adversary proceedings have also been finally resolved. 16. The Debtors also request that the Court close the Chapter 11 Cases in light of

section 1930(a)(6) of title 28 of the U.S. Code, which requires that quarterly fees be paid to the United States Trustee after confirmation and consummation of a chapter 11 plan until a debtors 6
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case is closed. Such fees are a financial burden on the Debtors and approval of this Application would result in the Debtors saving more than $25,000 per quarter. As of the date hereof, the Debtors have paid all fees due and payable pursuant to section 1930(a)(6) of title 28 of the United States Code. The Debtors previously submitted all monthly and other post-confirmation reports required under the Local Bankruptcy Rules. The Debtors will make any final payments due to the Office of the United States Trustee in connection with this Motion. 17. Based on the foregoing, ample justification exists for entry of a final decree

closing the Chapter 11 Cases. The Closing Report 18. In accordance with the requirements of Local Bankruptcy Rule 3022-1, attached

hereto as Exhibit B is a copy of the Bankruptcy Closing Report, which includes a summary of the fees and expenses awarded to the professionals retained by the Debtors during the Chapter 11 Cases, as well as additional information regarding distributions made pursuant to the Plan. Notice 19. The Debtors have provided notice of this Application 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. No Prior Request 20. other court. No prior application for the relief requested herein has been made to this or any

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WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that the Court enter a final decree, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other further relief as the Court deems just and proper.

New York, New York Dated: September 7, 2012

/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 Disbursing Agent

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EXHIBIT A Proposed Final Decree

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

FINAL DECREE CLOSING THE CHAPTER 11 CASES OF FIXED/FLOATING, ANAHEIM HOTEL, AND ONTARIO HOTEL DEBTORS PURSUANT TO SECTION 350(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 3022 Upon the application (the Application)1 of the Disbursing Agent for entry of a final decree closing the chapter 11 cases of the Closing Debtors pursuant to section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, all as more fully described in the Application; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334; and consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding in this district is proper pursuant to 28 U.S.C. 1408 and 1409 and the Confirmation Order; and the Court having reviewed the Application; and there being no timely objections to the requested relief, after due notice; and the Court hereby finding and determining that (a) the relief sought in the Application and granted herein is in the best interests of the Closing Debtors, their estates and creditors, and all parties in interest, (b) due and proper notice of the Application has been given, and (c) the legal and factual bases set forth in the Application demonstrate sufficient and just cause for the relief granted herein; therefore, it is HEREBY ORDERED THAT:

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

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1. 2.

The Application is granted to the extent set forth herein. Pursuant to section 350(a) of the Bankruptcy Code and Rule 3022 of the Federal

Rules of Bankruptcy Procedure, the Closing Debtors Chapter 11 Cases, identified on Exhibit 1 attached to this Order, are hereby closed; provided, however, that the Court shall retain such jurisdiction as is provided in Article XI of the Plan, which provides for the retention of the Bankruptcy Courts exclusive jurisdiction over all matters arising out of, or related to, the Chapter 11 Cases and the Plan, and the entry of this Final Decree is without prejudice to the rights of the Closing Debtors or any party in interest to seek to reopen the Chapter 11 Cases for good cause shown. 3. The Closing Debtors shall reserve sufficient funds to pay the United States

Trustee the appropriate amount of any outstanding quarterly fees due pursuant to 28 U.S.C. 1930 and any applicable interest due pursuant to 31 U.S.C. 3717, which fees and interest, if any, shall be paid within twenty (20) days of the entry of this Final Decree. Upon the payment of such quarterly fees, the Closing Debtors simultaneously shall provide to the United States Trustee a signed statement indicating cash disbursements, if any, for the quarter in which this Final Decree is entered. 4. The Closing Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this order in accordance with the Application.

New York, New York Dated: ___________, 2012 United States Bankruptcy Judge

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Closing Debtors
Debtor Name Fixed/Floating Debtors Grand Prix Mezz Borrower Floating 2, LLC Grand Prix Mezz Borrower Floating, LLC GP AC Sublessee LLC Grand Prix Addison (RI) LLC Grand Prix Addison (SS) LLC Grand Prix Albany LLC Grand Prix Altamonte 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 Germantown LLC Grand Prix Grand Rapids LLC Grand Prix Harrisburg LLC Grand Prix Horsham LLC Grand Prix Indianapolis LLC Grand Prix Islandia LLC Grand Prix Las Colinas LLC Grand Prix Lexington LLC Grand Prix Livonia LLC Case No. 10-13796 10-13798 10-13801 10-13803 10-13804 10-13805 10-13806 10-13808 10-13809 10-13810 10-13811 10-13812 10-13813 10-13814 10-13815 10-13816 10-13817 10-13818 10-13819 10-13820 10-13821 10-13822 10-13823 10-13824 10-13825 10-13826 10-13827 10-13828 10-13829 10-13830 10-13832 10-13833 10-13834 10-13835 10-13838 10-13839 10-13840 10-13841 10-13843 Debtor Name Fixed/Floating Debtors (contd) Grand Prix Lombard LLC Grand Prix Louisville (RI) LLC Grand Prix Lynnwood LLC Grand Prix Mezz Borrower Fixed, LLC Grand Prix Montvale LLC Grand Prix Morristown LLC Grand Prix Mountain View LLC Grand Prix Mt. Laurel LLC Grand Prix Naples LLC Grand Prix Ontario LLC Grand Prix Portland LLC Grand Prix Richmond (Northwest) LLC Grand Prix Richmond 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 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 KPA/GP Fort Walton, LLC KPA/GP Louisville (HI) LLC KPA/GP Valencia LLC Anaheim Hotel Debtors Grand Prix Ontario Lessee, LLC KPA HI Ontario LLC Ontario Hotel Debtors Grand Prix Anaheim Orange Lessee LLC Grand Prix Mezz Borrower Term LLC KPA HS Anaheim, LLC Case No. 10-13844 10-13845 10-13846 10-13847 10-13849 10-13850 10-13851 10-13852 10-13853 10-13855 10-13856 10-13857 10-13858 10-13862 10-13864 10-13865 10-13866 10-13867 10-13868 10-13869 10-13870 10-13871 10-13872 10-13874 10-13875 10-13876 10-13877 10-13878 10-13879 10-13890 10-13892 10-13893 10-13854 10-13881 10-13807 10-13848 10-13882

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EXHIBIT B Bankruptcy Closing Report

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

BANKRUPTCY CLOSING REPORT PURSUANT TO LOCAL BANKRUPTCY RULE 3022-1 AP Services, LLC, as Disbursing Agent2 for the Fixed/Floating Debtors, the Anaheim Hotel Debtor, and the Ontario Hotel Lessee AP Services, LLC, submits this Bankruptcy Closing Report in accordance with the requirements of Local Bankruptcy Rule 3022-1 of the United States Bankruptcy Court for the Southern District of New York. Professional Fees and Expenses 1. Since the Petition Date of July 19, 2010, the following fees and expenses of

professionals were approved for payment pursuant to orders of the Bankruptcy Court for services rendered through the Effective Dates of the Plan and have been paid by the Debtors or Debtors, as applicable:

The list of Debtors in the 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 Closing Debtors service address is: AP Services, LLC, Disbursing Agent, Attn: Todd Brents, 2101 Cedar Springs Road, Suite 1100, Dallas, Texas 75201. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (with Modifications to the Fixed/Floating Plan) [Docket No. 2181-1] (as amended, the Plan)

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PROFESSIONAL Kirkland & Ellis LLP (Counsel to the Debtors) Moelis &Company LLC (Financial Advisor and Investment Banker to the Debtors) Fried, Frank, Harris, Shriver & Jacobson LLP (Counsel to the Committee of Independent Trustees of the Board of Trustees of Innkeepers USA Trust) Morrison & Foerster LLP (Counsel to the Official Committee of Unsecured Creditors) Jefferies & Company, Inc. (Financial Advisor to the Official Committee of Unsecured Creditors) Members of the Official Committee of Unsecured Creditors Totals

APPLICATION PERIOD 7/19/10 - 10/27/11

FEES ALLOWED $22,223,155.50

EXPENSES ALLOWED $1,344,695.40

TOTAL PAID $23,567,850.90

7/19/10 - 10/27/11

$6,760,067.50

$114,196.68

$6,874,264.18

7/19/10 - 10/31/11

$1,612,748.50

$49,404.21

$1,662,152.71

7/28/10 - 10/27/11

$2,898,234.92

$114,881.55

$3,013,116.47

7/30/10 - 10/27/11

$1,866,935.49

$34,305.68

$1,901,241.17

7/28/10 - 10/27/11

$0.00 $35,361,141.91

$521.14 $1,658,004.66

$521.14 $37,019,146.57

Steps Taken to Consummate the Plan 2. On June 29, 2011, the Court entered the Confirmation Order, confirming the

Plan.3 The conditions to the effectiveness of the Closing Debtors plans were either waived or satisfied and such plans were substantially consummated in accordance with their terms on the applicable Effective Dates. 3. All property contemplated to be transferred or distributed pursuant to the Closing

Debtors joint plans have been transferred or disbursed to all creditors entitled to such distributions. Among other things, the Closing Debtors have (a) paid cash to holders of Allowed Administrative Claims in full and final satisfaction of such claims, (b) paid cash in the

On October 21, 2011, the Court entered the Plan Modification Order, approving certain modifications to the Fixed/Floating Plan.

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outstanding amount of Tranche A of Allowed Five Mile DIP Claims to holders of such claims in full and final satisfaction of such claims, (c) paid cash to holders of Allowed Lehman DIP Claims in full and final satisfaction of such claims, (d) paid cash to satisfy Postpetition Intercompany Loans outstanding as of the Effective Date in full and final satisfaction of such loans, (e) paid to Five Mile the Five Mile Expense Reimbursement Claims, and (f) paid to holders of Allowed Priority Tax Claims Cash in an amount equal to the amount of such respective holders Allowed Priority Tax Claims or in an amount agreed to by applicable Debtors and such holders. 4. With respect to Claims classified for treatment pursuant to the Plan, the following

is a summary of distributions made by the Closing Debtors:

Approx. Amount of Allowed Claims Fixed/Floating Plan Class FF1 Other Priority Claims Against Fixed/Floating Debtors Other Secured Claims Against Fixed/Floating Debtors 33,840 33,840 100% Holders of Class FF1 Claims were paid in full in Cash. Holders of Class FF2 Claims were paid in full in Cash. Holders of Class FF3A Claims received a replacement security in satisfaction of such Claims. Holders of Class FF3B Claims received Cash in full and final satisfaction of such Claims. Holders of Class FF4 Claims did not receive any distribution. Holders of Class FF5 Claims were paid in full in Cash. Holders of Class FF4 Claims did not receive any distribution.

Class

Claims and Interests

Payment Amount

Recovery Percentage

Description

Class FF2

540,425

540,425

100%

Class FF3A

Secured Fixed Rate Pool Mortgage Loan Claims Against Fixed/Floating Debtors

839,650,000

N/A

Class FF3B

Secured Floating Rate Pool Mortgage Loan Claims Against Fixed/Floating Debtors Secured Floating Rate Pool Mezzanine Loan Claims Against Fixed/Floating Debtors General Unsecured Claims Against Fixed/Floating Debtors Mortgage or Mezzanine Loan Deficiency Claims Against Fixed/Floating Debtors

232,425,433

224,000,000

96%

Class FF4

131,345,438

0%

Class FF5

4,538,511

4,538,511

100%

Class FF6

223,606,506

0%

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Class

Claims and Interests

Approx. Amount of Allowed Claims 0 0 N/A Anaheim Hotel Plan

Payment Amount

Recovery Percentage

Description

Class FF7 Class FF8 Class FF9

Intercompany Claims Against Fixed/Floating Debtors Section 510(b) Claims Against Fixed/Floating Debtors Interests in Fixed/Floating Debtors

0 0 N/A

N/A N/A N/A

N/A N/A N/A

Class A1 Class A2

Other Priority Claims against Anaheim Hotel Debtors Other Secured Claims against Anaheim Hotel Debtors

0 0

0 0

N/A N/A

N/A N/A The Anaheim Hotel Mortgage Loan Agreement was extended pursuant to the Anaheim Hotel Commitment Letter, and the loan was subsequently refinanced. The assets of the Anaheim Hotel Debtors were transferred to New Anaheim HoldCo. Holders of Class A5A Claims were paid in full in Cash. N/A

Class A3

Secured Anaheim Hotel Mortgage Loan Claims

13,172,577

N/A

Class A4

Secured Anaheim Hotel Mezzanine Loan Claims General Unsecured Claims against Anaheim Hotel Debtors or Anaheim Hotel Lessee General Unsecured Claims against Anaheim Mezzanine Debtor Anaheim Hotel Mezzanine Loan Deficiency Claims against Anaheim Hotel Debtors Intercompany Claims against Anaheim Hotel Debtors Intercompany Interests in Anaheim Hotel Debtors

22,640,833

N/A

Class A5A

69,347

69,347

100%

Class A5B

N/A

Class A6

N/A

N/A

Class A7 Class A8

0 N/A Ontario Hotel Plan

0 N/A

N/A N/A

N/A N/A

Class O1 Class O2

Other Priority Claims against Ontario Hotel Debtors Other Secured Claims Ontario Hotel Debtors

0 0

0 0

N/A N/A

N/A N/A The Holder of the Class O3 Claim elected to proceed with state foreclosure proceedings with respect to the collateral under the Ontario Hotel Mortgage Loan Agreement.

Class O3

Secured Ontario Hotel Mortgage Loan Claims

36,855,689

N/A

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Class

Claims and Interests

Approx. Amount of Allowed Claims

Payment Amount

Recovery Percentage

Description

Class O4

General Unsecured Claims against Ontario Hotel Debtors

389,877

27,060

7%

Holders of Class A5A Claims received their pro-rata shares of the Ontario Hotel Cash Recovery Fund. N/A N/A N/A N/A

Class O5 Class O6 Class O7 Class O8

Ontario Hotel Mortgage Loan Deficiency Claims Intercompany Claims against Ontario Hotel Debtors Section 510(b) Claims against Ontario Hotel Debtors Intercompany Interests in Ontario Hotel Debtors

0 0 0 N/A

0 0 0 N/A

N/A N/A N/A N/A

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New York, New York Dated: September 7, 2012

/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 Disbursing Agent

[Signature Page to Bankruptcy Closing Report Pursuant To Local Bankruptcy Rule 3022-1]

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