Hearing Date: March 29, 2011 at 10:00 a.m. (ET) Objection Deadline: March 25, 2011 at 4:00 p.m.

(ET)

James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF DEBTORS MOTION FOR ENTRY OF AN ORDER APPROVING CERTAIN OMNIBUS CLAIMS OBJECTION PROCEDURES PLEASE TAKE NOTICE that a hearing (the Hearing)2 for the relief requested in the above-referenced motion (the Motion) will be held before the Honorable Shelley C. Chapman,
1

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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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 March 29, 2011 at 10:00 a.m. prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any objections 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 (the Local Bankruptcy Rules), 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 to as to be actually received no later than March 25, 2011 at 4:00 p.m. prevailing Eastern Time by the entities on the Master Service List (as such term is defined in the Case Management Procedures), which are available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. Only those objections 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 Motion.

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New York, New York Dated: March 15, 2011

/s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Counsel to the Debtors and Debtors in Possession

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Hearing Date: March 29, 2011 at 10:00 a.m. (ET) Objection Deadline: March 25, 2011 at 4:00 p.m. (ET)

James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

DEBTORS MOTION FOR ENTRY OF AN ORDER APPROVING CERTAIN OMNIBUS CLAIMS OBJECTION PROCEDURES Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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(collectively, the Debtors) file this motion (the Motion) for entry of an order, substantially in the form attached hereto as Exhibit A, approving certain procedures for filing omnibus objections to proofs of claim. In support of this Motion, the Debtors respectfully state as follows: Jurisdiction and Venue 1. 2. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2).

Venue is proper in this Court under 28 U.S.C. 1408. 3. The statutory bases for the relief requested herein are sections 105(a) and 502 of

title 11 of the United States Code (the Bankruptcy Code), Rules 3007 and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 9014-2 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Bankruptcy Rules). Relief Requested 4. By this Motion, the Debtors seek entry of an order, substantially in the form

attached hereto as Exhibit A, approving the procedures annexed as Exhibit 1 to Exhibit A for omnibus objections to proofs of claim (the Objection Procedures) and the Debtors proposed form of notice for such omnibus claims objections. Background 5. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the 2
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Bankruptcy Code. No request for the appointment of a trustee has been made in the Chapter 11 Cases. On July 28, 2010, the United States Trustee for the Southern District of New York (the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 6. Additional information regarding the Debtors business, capital structure, and the

circumstances leading to the Chapter 11 Cases is contained in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First Day Pleadings [Docket No. 33, as supplemented by Docket No. 516]. Claims Reconciliation Process 7. On or around September 1, 2010, the Debtors filed their statements of financial

affairs and schedules of assets and liabilities, current income and expenditures, and executory contracts and unexpired leases as required by section 521 of the Bankruptcy Code (collectively, the Schedules). 8. On September 16, 2010, the Court entered an order (the Bar Date Order)

[Docket No. 440] establishing certain dates and deadlines for filing proofs of claim in the Chapter 11 Cases. Specifically, among other things, the Court established: (a) October 29, 2010 (the General Bar Date), as the deadline for all persons and entities holding or wishing to assert a claim (as defined in section 101(5) of the Bankruptcy Code) against any of the Debtors that arose prior to the Petition Date (each, a Claim), including any claim arising under section 503(b)(9) of the Bankruptcy Code, to file proof of such Claim in writing; and (b) January 18, 2011 (the Governmental Bar Date), as the deadline for all governmental units holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date to file proof of such Claim in writing.

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9.

To date, entities have filed nearly 2,000 proofs of claim against the Debtors on an

aggregate basis, pursuant to which such entities assert more than $6.75 billion in aggregate liabilities. Because of the large number of proofs of claim, the Debtors submit objection

procedures are necessary and appropriate to ensure their claims reconciliation process is costeffective and efficient. Proposed Objection Procedures 10. The Objection Procedures describe the key aspects of the proposed claims

objection process, including, among other things: a. b. c. d. e. the form of omnibus objection (each, an Omnibus Objection) the Debtors will utilize; the types of Claims the Debtors may object to on an omnibus basis; the types of exhibits and supporting documentation that the Debtors will include with each omnibus objection; the form of Objection Notice (as defined below); the information necessary for affected claimants to attempt to resolve informally the objection to their proofs of claim and/or file a formal response (a Response) thereto and the implications of failing to timely resolve or respond to such Omnibus Objection; information relating to the rights of claimants that may be affected by an Omnibus Objection; a description of how copies of proofs of claim, Omnibus Objections, and other pleadings filed in the Chapter 11 Cases may be obtained; protocols for filing a reply to a filed Response; and information relating to hearings on Omnibus Objections.

f. g. h. i. 11.

To protect the due process rights of claimants, each Omnibus Objection will

comply with the procedural safeguards for other omnibus claim objections set forth in Bankruptcy Rule 3007(e)(1) through (e)(5). Additionally, the Debtors intend to serve affected claimants with a customized notice of Omnibus Objection, substantially in the form annexed as 4
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Exhibit 2 to Exhibit A (the Objection Notice) that will include, among other things: (a) the name of each claimant with a proof of claim subject to the Omnibus Objection; (b) the claim number assigned by the Debtors claims agent to each proof of claim subject to the Omnibus Objection; (c) the basis of the objection to each proof of claim subject to the Omnibus Objection; (d) the response date and response procedures for each claimant with a proof of claim subject to the Omnibus Objection; and (e) the date, time, and location of the hearing and related procedures for each claimant with a proof of claim subject to the Omnibus Objection.2 Basis for Relief 12. Bankruptcy Rule 3007(d) states that objections to more than one claim may be

joined in an omnibus objection if all the claims were filed by the same entity, or the objections are based solely on the grounds that the claims should be disallowed, in whole or in part, because: (a) (b) (c) (d) (e) (f) They duplicate other claims; They have been filed in the wrong case; They have been amended by subsequently filed proofs of claim; They were not timely filed; They have been satisfied or released during the case in accordance with the Code, applicable rules, or a court order; They were presented in a form that does not comply with applicable rules, and the objection states that the objector is unable to determine the validity of the claim because of the noncompliance; They are interests, rather than claims; or

(g)

The Debtors reserve the right to request additional or supplemental procedures for the resolution of certain claims and related objections. Additionally, while the Objection Notice generally will be in the form attached hereto, it may be tailored to address issues specific to particular claimants, claims, or objections, as appropriate.

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(h) 13.

They assert priority in an amount that exceeds the maximum amount under section 507 of the Code.

Although the Debtors expect to object to many of the proofs of claim on the

grounds enumerated in Bankruptcy Rule 3007(d), certain proofs of claim necessitate objections on additional grounds not expressly set forth therein (collectively, the Additional Grounds), including that such proofs of claim, in whole or in part: a. b. c. d. e. f. g. h. i. 14. are inconsistent with the Debtors books and records; fail to specify the asserted Claim amount (other than unliquidated); seek recovery of amounts for which the Debtors are not liable; are incorrectly or improperly classified; have been formally withdrawn by the claimant through the filing of a pleading or a court order indicating withdrawal of the proof of claim; are filed against non-Debtors or are filed improperly against multiple Debtors; fail to specify a Debtor against whom the proof of claim is asserted; fail to sufficiently specify the basis for the proof of claim or provide sufficient supporting documentation therefor; and should otherwise be disallowed pursuant to section 502 of the Bankruptcy Code.

Bankruptcy Rule 3007(c) affords the Court discretion to authorize omnibus

objections based upon grounds beyond those explicitly delineated by Bankruptcy Rule 3007(d). See FED. R. BANKR. P. 3007(C) (Unless otherwise ordered by the court or permitted by subdivision (d) [of Bankruptcy Rule 3007], objections to more than one claim shall not be joined in a single objection.). 15. The Debtors respectfully submit that it is appropriate for the Court to authorize

the Debtors to file the Omnibus Objections in accordance with the Objection Procedures. The

6
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underlying goal of Bankruptcy Rule 3007 is to balance the due process rights of claimants with the efficient administration of large chapter 11 cases. 16. The proposed Objection Procedures provide a cost-effective and efficient

framework for the careful review, prosecution, and reconciliation of the nearly 2,000 proofs of claim filed against the Debtors. Among other things, the Objection Procedures will: (a) provide greater certainty in administering the claim objection process; (b) promote the consensual resolution of claims objections and establish an efficient and fair mechanism to settle claims objections; and (c) reduce the cost, time, and delay of prosecuting claims objections. At the same time, the proposed Omnibus Procedures respect claimants due process rights by providing that the Debtors will, among other things, comply with the safeguards set forth for omnibus objections already authorized under Bankruptcy Rule 3007(d) and serve the Objection Notice and Omnibus Objection on affected claimants in conformity with the due process requirements of the Bankruptcy Code. 17. The relief sought herein is consistent with similar claims objection procedures

approved in large chapter 11 cases in this jurisdiction. See, e.g., In re The Readers Digest Assn, Inc., Case No. 09-23529 (Bankr. S.D.N.Y. Mar. 9, 2010) (approving omnibus objections based on inconsistent books and records, lack of sufficient documentation, lack of liability, failure to specify asserted claim amount, incorrect or improper classification, previous withdrawal, filing against non-debtors or multiple debtors, failure to specify a debtor, section 502 of the Bankruptcy Code, and failure to sufficiently specify the basis for the claim or provide sufficient supporting documentation); In re Lear Corp., No. 09-14326 (Bankr. S.D.N.Y. Dec. 1, 2009) (approving omnibus objections on similar grounds); In re Tronox Inc., No., 09-10156 (Bankr. S.D.N.Y. Oct. 26, 2009) (same); In re Lyondell Chem. Co., No. 09-10023 (Bankr.

7
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S.D.N.Y. Aug. 14, 2009) (approving omnibus objections based on lack of sufficient documentation, inconsistent books and records, incorrect categorization of claims, and claims for amounts for which the debtors are not liable).3 18. For these reasons, the Debtors respectfully request the Court approve the relief

requested herein. Motion Practice 19. This motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this Motion. Accordingly, the Debtors submit that this Motion satisfies the requirements of Local Bankruptcy Rule 9013-1(a). Notice 20. The Debtors have provided notice of this Motion to the entities on the Master

Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which are 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 21. court. No prior motion for the relief requested herein has been made to this or any other

Because of the voluminous nature of the orders cited herein, the orders are not attached to the Motion. Copies of these orders are available on request of Debtors counsel.

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WHEREFORE, the Debtors respectfully request the Court enter an order, substantially in the form annexed hereto as Exhibit A, granting the relief requested herein and granting such other and further relief as is just and proper. New York, New York Dated: March 15, 2011 /s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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Exhibit A Proposed Order

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

ORDER APPROVING CERTAIN OMNIBUS CLAIMS OBJECTION PROCEDURES Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order approving certain procedures for omnibus claims objections, all as more fully described in the Motion; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted.

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. All capitalized terms used but otherwise not defined herein shall have the meaning set forth in this Motion.

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2.

Notwithstanding anything to the contrary in the Bankruptcy Code, the Bankruptcy

Rules, or the Local Bankruptcy Rules, and pursuant to Bankruptcy Rule 3007(c): (a) the Objection Procedures attached hereto as Exhibit 1 are approved; (b) the form of Objection Notice attached hereto as Exhibit 2 is approved; and (c) the Debtors are authorized to file Omnibus Objections that include objections to Claims on any basis set forth in Bankruptcy Rule 3007(d) or the Additional Grounds. 3. The terms and conditions of this Order shall be immediately effective and

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

Bankruptcy Rule 9006(a). 5. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 6. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: _________________, 2011

Honorable Shelley C. Chapman United States Bankruptcy Judge

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Exhibit 1 Objection Procedures

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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

PROCEDURES FOR FILING OMNIBUS CLAIMS OBJECTIONS On March 15, 2011, Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors) filed the Debtors Motion for Entry of an Order Approving Certain Omnibus Claims Objection Procedures (the Motion)2 with the United States Bankruptcy Court for the Southern District of New York (the Court). On ________, 2011, the Court entered an order [Docket No. __] (the Order) approving the Motion, including these Objection Procedures. Omnibus Objections 1. Grounds for Omnibus Objections. In addition to those grounds expressly set forth in Bankruptcy Rule 3007(d), the Debtors may file omnibus objections (each, an Omnibus Objection) to Claims on the grounds that such Claims, in part or in whole: a. b. c. d. e. are inconsistent with the Debtors books and records; fail to specify the asserted Claim amount (other than unliquidated); seek recovery of amounts for which the Debtors are not liable; are incorrectly or improperly classified; have been formally withdrawn by the claimant through the filing of a pleading or a court order indicating withdrawal of the proof of claim;

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Motion.

f. g. h. i.

are filed against non-Debtors or are filed improperly against multiple Debtors; fail to specify a Debtor against whom the proof of claim is asserted; fail to sufficiently specify the basis for the proof of claim or provide sufficient supporting documentation therefor; and should otherwise be disallowed pursuant to section 502 of the Bankruptcy Code. Each Omnibus Objection will be numbered

2. Form of Omnibus Objection. consecutively, regardless of basis.

3. Supporting Documentation. To the extent appropriate, Omnibus Objections may be accompanied by an affidavit or declaration from someone with personal knowledge of the Debtors books and records and the manner in which they are maintained that states that the affiant or the declarant has reviewed the proofs of claim included therein and applicable supporting information and documentation provided therewith, made reasonable efforts to reconcile the applicable proofs of claim with the Debtors books and records, and determined that the books and records do not reflect the debt or the amount of debt that is alleged in the applicable Claims. 4. Claims Exhibits. An exhibit listing the proofs of claim that are subject to the particular Omnibus Objection will be attached thereto. Each exhibit will include only the proofs of claim to which there is a common basis for the objection. Proofs of claim for which there is more than one basis for the objection will be referenced on each exhibit applicable thereto. The exhibits will include, without limitation, the following information alphabetized by claimant: a. b. c. d. e. the proofs of claim that are subject to the Omnibus Objection; the asserted amount of each proof of claim that is subject to the Omnibus Objection; the grounds for the objections; a cross-reference to the portions of the Omnibus Objection specifically discussing the grounds for the objections to such proof of claim; and other information, as applicable, including: (i) the proposed classification of each Claim the Debtors seek to reclassify in the Omnibus Objection; (ii) the reduced Claim amounts of proofs of claim the Debtors seek to reduce in the Omnibus Objection; or (iii) the surviving Claims of proofs of claims the Debtors seek to expunge in the Omnibus Objection.

5. Objection Notice. Each Omnibus Objection will be accompanied by a customized objection notice (the Objection Notice) tailored, as appropriate, to address a particular claimant, Claim, or objection, which will include: 2
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a. b. c. d. e.

a description of the basic nature of the objection; information relating to the rights of the applicable entity that may be affected by the objection; identification of the hearing date, if applicable, and related information; a description of how copies of proofs of claim, the Omnibus Objection, and other pleadings filed in the Chapter 11 Cases may be obtained; the information necessary for affected claimants to attempt to resolve informally the objection to their proofs of claim and/or file a formal response thereto (each, a Response) and the implications of failing to resolve or respond timely to such Omnibus Objection; information relating to filing a reply to a filed response; and information relating to hearings on Omnibus Objections.

f. g.

6. Notice and Service. Each Omnibus Objection will be filed with the Court and served upon (a) the affected claimants set forth on the proof of claim or their respective attorney of record and (b) the entities on the Master Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which are available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. 7. Omnibus Hearings. Each Omnibus Objection will be scheduled at least 30 days after the date on which the Omnibus Objection is filed. 8. Contested Matter. Each proof of claim subject to an Omnibus Objection and the response thereto shall constitute a separate contested matter as contemplated by Bankruptcy Rule 9014, and any order entered by the Court will be deemed a separate order with respect to each such Claim. Responses to Omnibus Objections 9. Entities Required to File a Response. Any claimant who disagrees with an objection set forth in an Omnibus Objection may file a Response in accordance with the procedures set forth herein. If a claimant whose Claim is subject to an Omnibus Objection does not file and serve a Response in compliance with the procedures below, the Court may grant the objection with respect to such Claim without further notice to the claimant. 10. Response Contents. Each Response to an Omnibus Objection must contain the following (at a minimum): a. a caption stating the name of the Court, the name of the Debtors, the case number and the Omnibus Objection to which the Response is directed;

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b.

a concise statement setting forth the reasons why the Court should not grant the Omnibus Objection with respect to such proof of claim, including the factual and legal bases upon which the claimant will rely in opposing the Omnibus Objection; a copy of any other documentation or other evidence of the Claim asserted in the proof of claim, to the extent not already included with the proof of claim, upon which the claimant will rely in opposing the Omnibus Objection; provided, however, that the claimant need not disclose confidential, proprietary, or otherwise protected information in the Response; and provided, further, that the claimant shall disclose to the Debtors all information and provide copies of all documents that the claimant believes to be confidential, proprietary, or otherwise protected and upon which the claimant intends to rely in support of its Claim, subject to appropriate confidentiality protections; a declaration or other statement of a person with personal knowledge of the relevant facts that support the Response, to the extent applicable; and the following contact information for the responding party:

c.

d. e.

(i) the name, address, telephone number, and electronic mail (e-mail) address of the responding claimant or the name, address, telephone number, and electronic mail (e-mail) address of the claimants attorney or designated representative to whom the attorneys for the Debtors should serve a reply to the Response, if any; provided that, if none is provided, any reply shall be properly served if served on the contact information provided on the applicable proof of claim or in the Debtors Schedules if the objection is not to a proof of claim; or (ii) the name, address, telephone number, and electronic mail (e-mail) address of the entity with authority to reconcile, settle, or otherwise resolve the Omnibus Objection on the claimants behalf. 11. Filing and Service of the Response. A Response will be deemed timely only if it is filed by the response deadline set forth in the Omnibus Objection and with the Court in accordance with the Notice, Case Management, and Administrative Procedures [Docket No. 68], which is available at www.omnimgt.com/innkeepers or by contacting the Debtors counsel, and served to as to be actually received by the entities on the Master Service List by the deadline to file Responses. 12. Failure to Respond. Absent reaching an agreement with the Debtors resolving the Omnibus Objection to a Claim (as described in the Objection Notice), failure to file and serve timely a Response as set forth herein or to attend the hearing scheduled for the Omnibus Objection to a claimants Claims may result in the Court granting the Omnibus Objection with respect to such Claim without further notice or hearing.

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Miscellaneous 13. Additional Information. Copies of these Objection Procedures, the Motion, the Order, and any other pleadings filed in these Chapter 11 Cases are available, free of charge at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors noticing and claims agent. 14. Reservation of Rights. NOTHING IN ANY OMNIBUS OBJECTION OR OBJECTION NOTICE IS OR SHALL BE DEEMED TO CONSTITUTE A WAIVER OF ANY RIGHTS OF THE DEBTORS (A) TO DISPUTE ANY CLAIMS, (B) TO ASSERT COUNTERCLAIMS, RIGHTS OF OFFSET OR RECOUPMENT, OR DEFENSES TO ANY CLAIM, (C) TO OBJECT TO CLAIMS (OR OTHER CLAIMS OR CAUSES OF ACTION OF A CLAIMANT OR TO CLAIMS ON THE DEBTORS SCHEDULES) ON ANY GROUNDS NOT PREVIOUSLY RAISED IN AN OBJECTION TO ANY CLAIM, UNLESS THE COURT HAS ALLOWED A CLAIM OR ORDERED OTHERWISE, OR (D) TO SEEK TO ESTIMATE ANY CLAIM AT A LATER DATE.

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Exhibit 2 Proposed Objection Notice

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. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF DEBTORS [___] OMNIBUS CLAIMS OBJECTION TO CERTAIN PROOFS OF CLAIM [Creditor Name]:

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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PLEASE TAKE NOTICE that Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors) filed an objection (the Omnibus Objection)2 to certain [wrong debtor/redundant/no basis/reduced and reclassified/amended and replaced/duplicative/late filed/split and allow] Claims. The Omnibus Objection is appended to this Objection Notice and is titled Debtors [ ] Omnibus Objection to Certain Proofs of Claim. PLEASE TAKE FURTHER NOTICE that you have filed one or more proofs of Claim (each, a Claim) in the Debtors chapter 11 cases to which the Debtors have filed the Objection (each, a Disputed Claim). Your Disputed Claims may be disallowed, expunged, reclassified, reduced, or otherwise affected as a result of the Omnibus Objection. Therefore, you should read this Objection Notice and the Omnibus Objection carefully. Important Information Regarding the Omnibus Objection PLEASE TAKE FURTHER NOTICE of: Grounds for the Objection. By the Omnibus Objection, the Debtors are seeking to [disallow/expunge/reclassify/reduce/otherwise affect] your Claim(s) listed in the table below on the grounds that your Claim(s) [is/are] [filed against the wrong Debtor/redundant/lacking basis/in an amount higher than what is listed on the Debtors books and records/duplicative/late filed/amended and replaced by a later filed Claim].
Claim Number Assigned by Debtors Debtor Against Which Claim Asserted Treatment Proposed in the Omnibus Objection [New] Claim Proposed in the Omnibus Objection

Date Claim Filed

Asserted Claim Amount3

Basis for Objection

Objection Procedures. On ___________, 2011, the United States Bankruptcy Court for the Southern District of New York (the Court) entered an order [Docket No. ___] approving procedures for filing and resolving objections to Claims asserted against the Debtors in the Chapter 11 Cases (the Objection Procedures). Review the Objection Procedures to ensure your response to the Omnibus Objection, if any, is timely and correctly filed and served. Resolving Objections. To facilitate the consensual resolution of Omnibus Objections, certain of the Debtors personnel will be available to discuss and potentially resolve Omnibus Objections to disputed Claims without the need for filing a formal response or attending a hearing. To facilitate such a discussion, please contact Jonathan Zinman at Kirkland & Ellis LLP (the Debtors restructuring counsel) by (i) emailing [email protected] or (ii) calling (212) 446-4852 within 21 calendar days after the date of this Objection Notice.

2 3

All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Objection. Asserted claim amounts listed as $0.00 reflect that the claim amount asserted is unliquidated.

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Please have your proof(s) of Claim and any related material available for any such discussions. Please note that all legal matters will be referred to the Debtors counsel. Parties Required to File a Response. If you are not able to resolve consensually the Omnibus Objection filed with respect to your proof of claim before the deadline to respond to the Omnibus Objection, you must file a response (each, a Response) with the Court in accordance with the procedures described below to contest the relief sought in the Omnibus Objection. ABSENT REACHING AN AGREEMENT WITH THE DEBTORS RESOLVING THE OMNIBUS OBJECTION TO A CLAIM, FAILURE TO FILE AND SERVE TIMELY A RESPONSE AS SET FORTH HEREIN OR TO ATTEND THE HEARING SCHEDULED FOR THE OMNIBUS OBJECTION TO A CLAIMANTS CLAIMS MAY RESULT IN THE COURT GRANTING THE OMNIBUS OBJECTION WITH RESPECT TO SUCH CLAIM WITHOUT FURTHER NOTICE OR HEARING. Response Contents. Each Response must contain the following (at a minimum): a. b. a caption stating the name of the Court, the name of the Debtors, the case number and the Omnibus Objection to which the Response is directed; a concise statement setting forth the reasons why the Court should not grant the Omnibus Objection with respect to such proof of claim, including the factual and legal bases upon which the claimant will rely in opposing the Omnibus Objection; a copy of any other documentation or other evidence of the Claim asserted in the proof of claim, to the extent not already included with the proof of claim, upon which the claimant will rely in opposing the Omnibus Objection; provided, however, that the claimant need not disclose confidential, proprietary, or otherwise protected information in the Response; and provided, further, that the claimant shall disclose to the Debtors all information and provide copies of all documents that the claimant believes to be confidential, proprietary, or otherwise protected and upon which the claimant intends to rely in support of its Claim, subject to appropriate confidentiality protections; a declaration or other statement of a person with personal knowledge of the relevant facts that support the Response, to the extent applicable; and the following contact information for the responding party:

c.

d. e.

(i) the name, address, telephone number, and electronic mail (e-mail) address of the responding claimant or the name, address, telephone number, and electronic mail (e-mail) address of the claimants attorney or designated representative to whom the attorneys for the Debtors should serve a reply to the Response, if any; provided that, if none is provided, any reply shall be properly served if served on the contact information provided on the applicable proof of claim or in the Debtors Schedules if the objection is not to a proof of claim; or; 3
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(ii) the name, address, telephone number, and electronic mail (e-mail) address of the entity with authority to reconcile, settle, or otherwise resolve the Omnibus Objection on the claimants behalf. PLEASE TAKE FURTHER NOTICE that a Response will be deemed timely only if it is filed with the Court by [DATE] and otherwise complies with the Notice, Case Management, and Administrative Procedures [Docket No. 68], which are available at www.omnimgt.com/innkeepers or by contacting the Debtors counsel, and served so as to be actually received by the entities on the Master Service List by the deadline to file Responses. Hearing on the Objection PLEASE TAKE FURTHER NOTICE that a hearing (the Hearing) to consider the relief requested in the Omnibus Objection 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 [ ] at [ ] prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that each Claim subject to an Omnibus Objection and the Response thereto shall constitute a separate contested matter as contemplated by Bankruptcy Rule 9014, and any order entered by the Court will be deemed a separate order with respect to each such Claim. Additional Information PLEASE TAKE FURTHER NOTICE that copies of these Objection Procedures, the Motion, the Order, and any other pleadings filed in these Chapter 11 Cases are available, free of charge at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors noticing and claims agent. Please note that questions regarding the amount of your Claim should be directed to Ray Adams at [email protected] as set forth above and legal questions should be directed to (and will be referred by the foregoing parties to) Jonathan Zinman of the Debtors counsel, Kirkland & Ellis LLP, at [email protected]. Please do not contact the Court to discuss the merits of Claim or any Omnibus Objection filed with respect thereto. PLEASE TAKE FURTHER NOTICE that nothing in this Objection Notice or the accompanying Omnibus Objection is or shall be deemed to constitute a waiver of any rights of the Debtors (a) to dispute any Claims, (b) to assert counterclaims, rights of offset or recoupment, or defenses to any Claims, (c) to object to Claims (or other claims or causes of action of a claimant or to Claims on the Debtors Schedules) on any grounds not previously raised in an objection to any Claim, unless the Court has allowed a Claim or ordered otherwise, or (d) to seek to estimate any Claim at a later date. All parties reserve the right to assert additional objections to your proof(s) of Claim.

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