10000004237

Hearing Date: February 24, 2011 at 10:00 a.m.
Objection Deadline: February 17, 2011 4:00 p.m.

UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
Michael Morrow, Esq.
John P. Leon, Esq. (pro hac vice pending)
Subranni Zauber LLC
1624 Pacific Avenue - P.O. Box 1913
Atlantic City, NJ 08404
(609) 347-7000; Fax (609) 345-4545
Attorneys for B&B Parking, Inc.

In Re:

INNKEEPERS USA TRUST, et al.,
1

Jointly Administered
Case No.: 10-13800 (SCC)

Chapter 11

NOTICE OF MOTION OF B&B PARKING, INC. FOR
(A) A DECLARATION THAT ITS LEASE WITH THE DEBTOR IS
TERMINATED EFFECTIVE FEBRUARY 28, 2011 AND ALTERNATIVELY FOR
RELIEF FROM THE AUTOMATIC STAY TO TERMINATE LEASE AGREEMENT
FOR PROPERTY IN ATLANTIC CITY, N.J. AND (B) A DECLARATION THAT IT
MAY IMMEDIATELY CEASE PROVIDING PARKING SERVICES TO THE DEBTOR

PLEASE TAKE NOTICE that B&B Parking, Inc. has filed a motion seeking relief as
stated above with respect to the debtor in case no. 10-13826 - Grand Prix Floating Lessee, LLC.
A hearing (the Hearing) for the relief requested in the above-referenced motion (the
Motion) 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 February 24, 2011 at 10:00 a.m. or as soon thereafter as counsel

1
The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal
tax identification number, are listed on the attached Exhibit A.

may be heard.
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, 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 February 17, 2011 at 4:00 p.m. by: (a)the undersigned, and (b) the personas and
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.
If no objections to the Motion are timely filed and served in accordance with this notice,
the Court may enter an order granting some or all of the relief requested in the Motion without
further notice or hearing.
SUBRANNI ZAUBER LLC

By: _/s/ Michael Morrow
January 31, 2011 Michael Morrow
Exhibit A - Debtors

tax identification number, are listed on the last page of this pleading: 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 PrixHorsham LLC (3728); Grand Prix IHM,
Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix IslandiaLLC (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 FinancialCorporation
(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.
Objection Deadline: February 17, 2011


Subranni Zauber LLC
(609) 347-7000; Fax (609) 345-4545

In Re:

1

Case No. 10-13826 (SCC)

Lead Case No.: 10-13800 (SCC)

Chapter 11

MOTION OF B&B PARKING, INC. FOR

Background

1. The moving party, B&B Parking Services, Inc. (B&B) seeks the relief stated
above with respect to the debtor in case no. 10-13826 - Grand Prix Floating Lessee, LLC
(Debtor). B&B provides parking services to the Debtor in connection with the Debtors
operation of a Marriott Hotel (the Hotel) located at 1212 Pacific Avenue in Atlantic City, N.J.
(the Hotel Property). In or about April 2008 B&B and the Debtor negotiated a written
agreement to govern their relationship (the Agreement). A copy of the Agreement is attached

1
The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification
number, are listed on the attached Exhibit A.
2
as Exhibit B to the Certification of William Boland submitted in support of this motion (the
Supporting Certification). Although the parties did not execute the written Agreement, they
have conducted themselves substantially in accordance with its terms since it was prepared.
2. The Hotel Property does not have sufficient parking spaces to meet the needs of
the Hotel operation. The Debtors Agreement with B&B includes the following provisions:
A. B&B shall lease the Debtors parking lot from the Debtor and pay monthly rent to
the Debtor.

B. B&B shall lease a second lot in the immediate vicinity of the Hotel from a third
party, to provide additional parking spaces for Hotel guests.

C. B&B shall provide valet parking services 24 hours per day, 7 days a week, and
the Debtor shall collect the parking fees from its guests and pay them to B&B.

D. The term of the Agreement is two years and the Debtor has an option to renew the
Agreement.

The Debtor did not exercise its option to renew the Agreement for an additional year. The
Agreement thus expired by its own terms in April 2010. The Debtor filed its bankruptcy case on
July 19, 2010.
3. Although the Agreement expired by its own terms in April 2010, the parties
continued to conduct themselves substantially in accordance with its terms thereafter. However,
in early November 2011, after the Debtor filed its bankruptcy case, the City of Atlantic City
issued a notice that an unpaved portion of the parking lot on the Hotel Property cannot be used
for parking. That notice prompted a discussion between the parties regarding the unresolved
issue of improving that portion of the Hotel Property so that it could be used for parking, at
which time the parties also addressed other open issues, without success. It is not economically
feasible for B&B to continue the current status quo. Accordingly, B&B seeks relief from the
automatic stay to give the Debtor notice that it is terminating the tenancy.
3
4. With respect to the parking services that B&B provides under the Agreement,
B&B has advised the Debtor that it cannot continue under the present arrangement, because it is
not economically feasible. B&B further advised the Debtor, through counsel, that it has the right
to discontinue its parking services without notice. B&Bs counsel asked the Debtors counsel to
confirm its agreement with that assertion, or alternatively to provide authority to the contrary, but
Debtors counsel has done neither.
5. B&B has submitted a Memorandum of Law with this Motion, setting forth the
authorities supporting its requests for relief.
Conclusion

Based upon the acts set forth above, and the authorities and arguments in B&Bs
Memorandum of Law, B&B respectfully requests this court to enter an Order (a) declaring that
the lease provisions of the Agreement are terminated effective February 28, 2011, or alternatively
that B&B is granted relief from the stay to give notice that the lease provisions of the Agreement
are terminated, and (b) declaring that B&B has no obligation to continue providing parking
services to the Debtor.
SUBRANNI ZAUBER LLC

4
Exhibit A - Debtors

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax
identification number, are listed on the last page of this pleading: 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 PrixHorsham LLC (3728); Grand Prix IHM, Inc. (7254);
Grand Prix Indianapolis LLC (3719); Grand Prix IslandiaLLC (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 FinancialCorporation (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.


Subranni Zauber LLC
(609) 347-7000; Fax (609) 345-4545

In Re:

INNKEEPERS USA TRUST,
1
et al.,


Chapter 11

CERTIFICATION OF JOHN P. LEON
IN SUPPORT OF MOTION OF B&B PARKING, INC. FOR

John P. Leon says:

1. I am a member of the Subranni Zauber LLC law firm, attorneys for the moving
party B&B Parking Inc. (B&B). I make this certification in support of B&Bs Motion for the
relief set forth above.

1
2. Attached hereto as Exhibit B is a copy of the e-mail that I sent to Christopher
Langbein, an attorney at the law firm Kirkland & Ellis, attorneys for the Debtor, on January 14,
2011.

I declare under penalty of perjury that the foregoing is true and correct.

/s/ John P. Leon
January 31, 2011 John P. Leon

Exhibit A - Debtors


Exhibit B

Date: Fri, 14 Jan 2011 08:23:31 -0500
From: JLEON (jleon)
To: christopher.langbein@kirkland.com
cc: bbparking@yahoo.com, tim@parkplaceparking.net
Subject: Atlantic City Marriott - B&B Parking - Grand Prix Floating Lessee Bankruptcy

Dear Chris:

I received the e-mail below from Mark Murphy at Innkeepers Trust, and forwarded it to my client
B&B Parking. My client advises that it continues to lose money from this operation, and cannot
continue. It is no longer interested in any agreement under which it would pave the unpaved
lot. My instructions are to take whatever action is necessary to terminate the arrangement, so I
will file a motion next week. B&B Parking is open to discussing a short term transition period if
that would avoid the necessity of going to court. If Mr. Murphy would like to address that with
B&B, he should contact Bill Boland immediately. Thank you.

Cordially,

John Leon
Subranni Zauber LLC
Willow Ridge Executive Office Park
750 Route 73 South - Suite 307B
Marlton, New Jersey 08053
Phone: 856-985-3086
Fax: 609-345-4545
___________________________________

Subranni Zauber LLC
(609) 347-7000; Fax (609) 345-4545

In Re:

1


Chapter 11

CERTIFICATION OF WILLIAM BOLAND
IN SUPPORT OF MOTION OF B&B PARKING, INC. FOR

William Boland says:

1. I am Vice-President of B&B Parking Inc. (B&B). I make this certification in
support of B&Bs Motion for the relief set forth above.
2. I have reviewed the Motion, and the facts set forth therein are true. Attached
hereto as Exhibit B is a true copy of the Agreement negotiated by B&B and Grand Prix
Floating Lessee, LLC (the debtor in Case No. 10-13826), which is discussed in the
Memorandum of Law submitted by B&B in support of its motion.
I declare under penalty of perjury that the foregoing is true and correct.

/s/ William Boland
January 31, 2011 William Boland

1
1 The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification
Exhibit A - Debtors

(3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers

Exhibit B to Certification of William Boland Lease Agreement
LEASE AGREEMENT
AGREEMENT made this '),()day o f ~ 0 0 8 between Grand Prix Floating
Lessee LLC, a Delaware limited liability company with its principal place of business
located at 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480 (hereinafter
referred to as "Landlord"), and B&B Parking, Inc., d.b.a. Park Place Parking., with its
principal place of business located at 114 S. New York Avenue, Atlantic City, New
Jersey (hereinafter referred to as "Tenant").
1. PREMISES TO BE LEASED: The premises to be leased is the surface parking lot
at the rear of Landlord's property located at South Carolina Avenue, Atlantic City,
New Jersey which consists of 96 parking spaces and more specifically depicted in the
drawing attached as Exhibit A ("Premises") but excluding any spaces designated for
disabled or employee parking. The parties contemplate that the existing parking lot
will be expanded to 141 parking spaces in the future ("Expansion") at which time the
definition of Premises will be automatically amended to include the Expansion area
(excluding any spaces designated for disabled or employee parking) and the rent will
be adjusted in accordance with Section 4 of this Agreement. In addition, Landlord
shall provide Tenant with one or more areas inside the hotel for the storage of vehicle
keys, office supplies and day to day operating supplies.
2. USE OF PREMISES: The Premises shall be used by the Tenant for the valet
parking of motor vehicles.
3. TERM OF LEASE. This lease shall be for a period of two (2) years with an option
to renew the lease for an additional period of one (1) year. In the event that Landlord
desires to exercise its option, it shall notify the Tenant of same in writing no less than
ninety (90) days prior to the expiration of the initial two year lease.
4. RENT. Tenant shall pay rent to the Landlord as follows:
A. Prior to Expansion:
Year One: $4000.00 per month payable on the first day of each
month commencing May 1, 2008. Any partial months will be
prorated.
Year Two: $4080.00 per month payable on the first day of each
month
1
B. After Expansion:
Year One: $8333.33 per month payable on the first day of each
month commencing May 1, 2008. Any partial months will be
prorated.
Year Two: $8500.00 per month payable on the first day of each
month.
C. In the even the option is exercised, the Tenant shall pay rent to the
Landlord during the one (1) year term in the amount of (i) $4161.16
per month payable on the first day of each month if the Premises have
not been expanded or (ii) $8670.00 per month payable on the frrst day
of each month if Expansion has occurred.
5. REP AIRS AND CARE. The Tenant has examined the Premises and has entered into
this Lease without any representation on the part of the Landlord as to the condition
thereof. Tenant waives any claim or action against Landlord in respect of the
condition of the Premises. LANDLORD MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PREMISES,
OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR
CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS
TO THE QUALITY OF THE MATERIAL OR WORKMANSillP THEREIN,
LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO
BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE PREMISES
HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. Tenant
shall take good care of the Premises and shall at the Tenant's own cost and expense,
make all repairs and shall maintain the premises in good condition and state of repair,
including the removal of snow, snow plowing and necessary salting, and at the end or
other expiration of the term hereof, shall deliver up the rented Premises in good order
an condition, normal wear and tear from use thereof and damage by the elements not
resulting from the neglect or fault of the Tenant, excepted.
6. REQillRED IMPROVMENTS. Tenant agrees that he shall be solely responsible
for the cost of all improvements to the real property that may be required by any
governmental agency or pursuant to the terms of this lease in order to use the leased
premises for their intended purpose which shall include, but not limited to, parking
blocks, gates, computers and vehicle identification technology. Specifically, the
Tenant will install parking gates at the premises. Tenant will not commence any
improvements without Landlord's prior consent, such consent not to be unreasonably
withheld.
2
7. OPERATIONS AND PROCEDURES.
a. Tenant agrees to operate the valet parking services 24 hours per day everyday.
b. Leased parking area shall be used solely for the parking of vehicles belonging to
guests and visitors of the Landlord. Additional offsite parking at South Carolina
A venue and the Boardwalk containing no less than 100 parking spaces shall be
furnished by Tenant at Tenant's expense to be used to accommodate vehicles
present that exceed the available parking spaces at the leased Premises.
c. No guest of the Landlord shall be denied parking at any time.
d. Employees of the Tenant shall greet all guests arriving at the porta cochere, shall
open and close vehicle doors for guests, shall greet them appropriately and inquire
as to whether a guest is in need of assistance with luggage and if needed, provide
the requisite assistance such as providing a luggage cart and assisting the guest in
loading and unloading luggage.
e. Vehicles parked on site shall be delivered to guests within four minutes and
vehicles parked off site shall be delivered guests within six minutes.
f. Tenant's employees shall make a visual inspection of each vehicle left in its care
to prevent false claims.
g. A guest shall be permitted to self park a vehicle. Any guest wishing to do so,
shall be charged a rate consistent with valet parking rate and shall be escorted to
the parking space by an employee of Tenant.
h. The parking area shall be staffed by at least one valet attendant 24 hours per day.
i. For Valet parking, Tenant shall charge $8.00 per day on Monday through
Thursday each week and $12.00 per 24 hour period on Friday through Sunday and
legal holidays. Said rates may be changed with Landlord's approval.
j. For Self parking, Tenant shall charge $6;.00 per day on Monday through Thursday
each week and $10.00 per 24 hour period on Friday through Sunday and legal
holidays.. Said rates may be changed only with Landlord's prior consent, such
consent not to be unreasonably withheld.
k. Notwithstanding the provisions of subparagraph i, employees of the Landlord will
be charged $2.00 Monday through Friday and $3.00 on Saturday, Sunday and
legal holidays. These rates are subject to change.
I. Guests of the hotel shall be permitted to have parking charges billed to their
rooms. Tenant shall present a weekly invoice to Landlord for charges billed to
rooms and Landlord shall pay said invoices upon presentation by Tenant of the
appropriate validated parking tickets.
m. Tenant shall provide 10 parking spaces for the use of the landlord's management
team without charge. Misuse of said spaces by non-managerial employees shall
entitle the Tenant to withdraw the space( s) from this allotment.
n. Tenant shall use its best efforts to maintain the parking areas in a safe manner and
shall keep the parking areas lighted.
o. Employees of tenant must be neatly uniformed in professional attire that has been
pre-approved by Landlord.
3
8. SIGNS. Tenant shall have the right to change and/or install any signs pertaining to
parking and relevant to its operation of the parking facility with Landlord's prior
written consent, such consent not to be unreasonably withheld.
9. UTILITIES. All utilities shall be supplied by the Landlord at Landlord's expense.
10. COMPLIANCE WITH LAWS, ETC. The Tenant shall promptly comply with all
laws, ordinances, rules, regulations, requirements and directives of the Federal, State
and Municipal Governments or Public Authorities and of all their departments,
bureaus and subdivisions, applicable to and affecting the said Premises, their use and
occupancy.
11. LIABILITY INSURANCE AND INDEMNIFICATION. The Tenant, at Tenant's
own cost and expense, shall maintain insurance coverages from insurance companies
reasonably acceptable to Landlord in the following types and amounts: Commercial
General Liability ($2,000,000); Automobile Liability ($2,000,000); Workers'
Compensation (Statutory Limits); Garage Liability ($1,000,000); Garagekeepers
Legal Liability ($1 ,000,000) and Employer's Liability ($1 ,000,000). The
Comprehensive General Liability Insurance and Automobile Liability Insurance
policies shall: (i) be written in occurrence form; (ii) name the Indemnitees as
additional insureds; and (iii) be endorsed to provide that the coverage will be primary
and not contributory to such insurance as may be carried by the Indemnitees. Tenant
and its insurer(s) waive their rights of subrogation against the Indemnitees and their
respective insurers. Prior to execution of this Lease, Tenant shall deliver to Landlord
certificates of insurance evidencing all of the coverages required herein, and the
certificates shall provide that such insurance shall not be canceled without thirty (30)
days' advance written notice to Landlord. Tenant shall defend, indemnify and hold
harmless Landlord, the Hotel owner, manager, lender, and franchiser, their affiliates
and their respective employees ("Indemnitees") from and against any and all claims,
liabilities, damages, fmes, penalties or costs of any nature (including reasonable
attorneys' fees) arising out of or in any way related to Tenant's lease of the Premises
or otherwise to a breach of this Lease, Tenant's obligations under this Paragraph shall
survive termination of this Agreement.
12. ASSIGNMENT. The Tenant shall not, without the written consent of the Landlord,
assign, mortgage or hypothecate this Lease, nor sublet or sublease the Premises or any
part thereof. Landlord shall not unreasonably withhold consent to the assignment of
this lease, however in the event of an assignment the Tenant shall remain liable for
the faithful performance of all the provisions of this Lease.
13. RESTRICTION OF USE. The Tenant shall not occupy or use the leased Premises
or any part thereof nor permit or suffer the same to be occupied or used for any
purposes other that as herein limited, nor for any purpose deemed unlawful,
disreputable, or extra hazardous, on account of frre or other casualty.
4
14. CONDEMNATION AND EMINENT DOMAIN. If the land and Premises leased
herein, or of which the leased Premises are a part, or any portion thereof, shall be
taken under eminent domain or condemnation proceedings, or if suit or other action
shall be instituted for the taking or condemnation thereof, or if in lieu of any formal
condemnation proceedings or actions, the Landlord shall grant on option to purchase
and or shall sell and convey the said Premises, or any portion thereof to the
governmental or other public authority, agency, body, public utility or Casino
Reinvestment Development Authority,., seeking to take said land and Premises and
any portion thereof, then this lease shall cease and terminate when the public authority
or CRDA take possession, and the Landlord and Tenant shall account for rental as of
that date. Thereafter the Tenant shall have no claim or right to claim or be entitled to
any amount which may be awarded as damages or paid as the result of such
condemnation proceedings or paid as the purchase price or sale price to Landlord.
The Tenant agrees to execute and deliver any instruments as may be deemed
necessary or required to expedite any condemnation proceedings as to effectuate a
proper transfer of title. The Tenant covenants and agrees to vacate to said Premises,
remove all Tenants personal property therefrom and deliver up peaceable possession
thereof to Landlord, or its assignees. Failure to comply with any of the provisions of
this clause shall subject the Tenant to such costs, expenses, damages and losses as the
Landlord may incur by reason of the Tenants breach thereof. In the event of such
condemnation, acquisition or taking including voluntary sale to CRDA by CRDA or
any other governmental, state or other agency or authority, of the land and Premises
leased herein (or of any portionlhereof)
have no claim for damages of any kind against Landlord. This will include, but not be
limited to claims or actions for lost profits, for business losses, for all expenditures
made by Tenant for repairs, renovations, demolition, start up costs, legal fees, and any
other expenditure made in any way related to this lease and to the starting up and
operation of Tenants establishment. Tenant agrees that its sole and unilateral right for
recovery will be against the acquiring agency, authority of CRDA for awards made
payable to Tenants, if any; provided that such recovery or award in no way diminishes
Landlords rights and award through condemnation, acquisition or voluntary sale in
lieu thereof.
15. REIMBURSEMENT OF LANDLORD. If the Tenant shall fail or refuse to comply
with and perform any conditions and covenants of the within Lease, the Landlord
may, if the Landlord so elects, carry out and perform such conditions and covenants,
at the cost and expense of the Tenant, and the said cost and expense shall be payable
on demand, or at the option of the Landlord shall be added to the installment of rent
due immediately thereafter but in no case later than one (1) month after such demand,
whichever occurs sooner, and shall be due and payable as such. This remedy shall be
in addition to such other remedies as the Landlord may have hereunder by reason of
the breach by the Tenant of any of the covenants and conditions in this Lease
contained.
5
16. INSPECTION AND REPAIR. The Tenant agrees that the Landlord and the
Landlord's agents, employees or other representatives, shall have the right to enter
into and upon the said Premises or any part thereof, at all reasonable hours, for the
purpose of examining the same or making such repairs or alterations therein as may
be necessary for the safety and preservation thereof. This clause shall not be deemed
to be a covenant by the Landlord, nor be construed to create an obligation on the part
of the Landlord, to make such inspection or repairs.
17. REMOVAL OF TENANT'S PROPERTY. Any equipment, goods or other
property of the Tenant not removed by the Tenant upon the termination of this Lease
or upon any quitting, vacating or abandonment of the Premises by the Tenant , or
upon the Tenant's eviction, shall be considered as abandoned and the Landlord shall
have the right, without notice to the Tenant, to sell or otherwise dispose of same, at
the expense of the Tenant, and shall not be accountable to the Tenant for any part of
the proceeds of such sale, if any.
18. REMEDIES UPON TENANT'S DEFAULT. If there should occur any default on
the part of the Tenant in the performance of any conditions and covenants herein
contained, or if during the term hereof the Premises or any part thereof shall be or
become abandoned or deserted, vacated or vacant, or should the Tenant be evicted by
summary proceedings or otherwise, the Landlord, in addition to any other remedies
herein contained as may be permitted by law, may either by force or otherwise,
without being liable for prosecution therefore, or for damages, re-enter the Premises
and the same have and again possess and enjoy; and as agent for the Tenant or
otherwise, re-let the Premises and receive rents therefore and apply same, frrst to the
payment of such Tenant's expenses, reasonable attorneys fees and costs, as the
Landlord may have been put to in re-entering and/or repossessing the same and in
making such repairs and alterations as may be necessary; and second to the payment
of the rents due hereunder. The Tenant shall remain liable for such rents as may be in
arrears and also the rents as may accrue subsequent to the re-entry by the Landlord, to
the extent of the difference between the rents reserved hereunder and the rents, if any
received by the Landlord during the remainder of the unexpired term hereof, after
deducting the aforementioned expenses, fees and costs; the same to be paid as such
deficiencies arise and are ascertained each month.
19. NONLIABILITY OF LANDLORD. The Landlord shall not be liable for any
damage or injury which may be sustained by the Tenant or any other person, as a
consequence of the failure, breakage, leakage or obstruction of the water, plumbing,
steam, sewer, waste or soil pipes, roof, drains, leaders, gutters, valleys, down spouts
or the like or of the electrical, gas, power, conveyor, refrigeration, sprinkler, air
conditioning or heating systems, elevators or hoisting equipment; or by reason of the
elements; or resulting from the carelessness, negligence or improper conduct on the
part of any other Tenant or of the Landlord or the Landlord's or this or any other
Tenant's agents, employees, guests, licensees invitees, subtenants, assignees or
successors, or attributable to any interference with, interruption of or failure beyond
6
the control of the Landlord, of any services to be furnished or supplied by the
Landlord.
20. NONWAIVER BY LANDLORD. The various rights, remedies, options and
elections of the Landlord, expressed herein, are cumulative, and the failure of the
Landlord to enforce strict performance by the Tenant of the conditions and covenants
of this Lease or to exercise any election or option or to resort or have recourse to any
remedy herein conferred or the acceptance by the Landlord of any installment of rent
after any breach by the Tenant, in any one or more instances, shall not be construed or
deemed to be a waiver or a relinquishment for the future by the Landlord of any such
conditions any covenants, options, elections or remedies, but the same shall continue
in full force and effect.
21. VALIDITY OF LEASES' SEVERABLILITY. The term, conditions, covenants
and provisions of this Lease shall be deemed to be severable. If any clause or
provision herein contained shall be adjudged to be invalid or unenforceable by a court
of competent jurisdiction or by operation of any applicable law, it shall not affect the
validity of any other clause or provision herein, but such other clauses or provisions
shall remain in full force and effect.
22. NOTICES. All notices required under the terms of this Lease shall be given and
shall be complete by mailing such notices by certified or registered mail, return
receipt requested, to the address of the parties as shown at the head of this Lease, or to
such other address as may be designated, in writing, which notice of change of
address shall be given in the same manner.
23. TITLE AND QUIET ENJOYMENT. The Landlord covenants and represents that
the Landlord is the owner of the Premises herein leased and has the right and
authority to enter into, execute and deliver the Lease; and does further covenant that
the Tenant on paying the rent and performing the conditions and covenants herein
contained, shall and may peaceably and quietly have and hold and enjoy the leased
Premises for the term aforementioned. Landlord represents that it is not aware of, and
has no knowledge of, any violations of any governmental regulations, laws, including
zoning or environmental, lawsuits, either pending or threatened or any leases of
occupancies that would affect the quiet enjoyment and use of the property by Tenant
for the intended purpose. Nothing herein shall be construed as any representation,
warranty or guarantee by Landlord that Tenant will be able to obtain the necessary
governmental approvals for the intended use.
24. ENTIRE CONTRACT. This Lease contains the entire contract between the parties.
No representative, agent or employee of the Landlord has been authorized to make
any representations or promises with reference to the within letting or to vary, alter or
modify the terms hereof. No additions, changes or modifications, renewals or
extensions hereof, shall be binding unless reduced to writing and signed by the
Landlord and the Tenant.
7
25. CONSTRUAL OF TEXT AND PARTIES BOUND. In all references herein to any
parties, persons entities or corporations the use of any particular gender or the plural
or singular number is intended to include the appropriate gender or number as the text
of the within instrument may require. All the terms, covenants and conditions herein
contained shall be for and shall inure to the benefit of and shall bind the respective
parties hereto, and their heirs, executors, administrators, personal or legal
representatives, successors and assigns.
26. ATTORNEYS FEES. Whenever any default, request, action or inaction by Tenant
causes the Landlord to incur attorneys fees (including, but not limited to fees in
connection with any holdover proceedings), and/or any other costs or expenses,
Tenant agrees that it shall pay and/or reimburse Landlord for such fees, costs and
expenses within ten (10) days after being billed.
27. EVENTS BEYOND CONTROL. In the event that Tenant's business operations at
the demised Premises are interrupted by the reason of the happening of events
beyond Landlord's control, such as strikes, elevator breakdowns, fire, flood, structural
damage and other occurrences of similar nature, Landlord shall not be required to pay
any damages of any kind whatsoever to Tenant.
28. PENALTY FOR LATE PAYMENT AND DEFAULT. If the Tenant does not
furnish the Landlord with cash or good funds check by the tenth (lOth) day of each
month, a late charge of five ( 5%) percent of the monthly rent will be added to the rent
for each month late. If the Tenant does not pay any installment of rent, or additional
rent within thirty (30) days of the due date, Tenant shall be in default of the Lease,
whereupon at Landlord's option Tenant's right to possession shall terminate and
Landlord may exercise all remedies allowable in this Lease and at equity or law,
including the right to accelerate and demand the payment of the balance of all rent
and sums due and owing through the Lease and option term.
29. NO WAIVER. No failure by Landlord or Tenant to insist upon the strict
performance of any term hereof or to exercise any right, power or remedy consequent
upon a breach thereof, and no acceptance of full or partial payment of Rent during the
continuance of any such breach, shall constitute a waiver of any such breach or of any
such term. To the extent permitted by law, no waiver of any breach shall affect or
alter this Lease, which shall continue in full force and effect with respect to any other
then existing or subsequent breach.
30. RECORDING. Landlord and Tenant hereby acknowledge that neither this Lease nor
any memorandum or affidavit thereof shall be recorded of public record. Should
Tenant ever record or attempt to record this Lease, or a memorandum or affidavit
thereof, or any other similar document, then, notwithstanding anything herein to the
contrary, said recordation or attempt at recordation shall constitute a default by
Tenant hereunder, and, in addition to the other remedies provided for herein, Landlord
8
shall have the express right to terminate this Lease by filing a notice of said
termination in the county in which the Premises is located.
31. PARTIAL INVALIDITY. If any provision of this Lease or the application thereof
to any person or circumstance shall to any extent be held invalid, then the remainder
of this Lease or the application of such provision to operations or circumstances other
than those as to which it is held invalid shall not be affected thereby, and each
provision of this Lease shall be valid and enforced to the fullest extent permitted by
law.
32. ENTIRE AGREEMENT. This Lease, including the exhibits, riders, and/or
addenda, if any, attached hereto, sets forth the entire agreement between the parties.
All prior and contemporaneous conversations and all prior writings between the
parties hereto or their representatives are merged herein and extinguished. This Lease
shall not be modified except in writing subscribed to by all parties, nor may this Lease
be canceled by Tenant or the Premises surrendered except with the written consent of
Landlord, unless otherwise specifically provided herein. The submission by Landlord
to Tenant of this Lease in draft form shall be deemed submitted solely for Tenant's
consideration and not for acceptance and execution. Such submission shall have no
binding force or effect, shall not constitute an option for the leasing of the Premises,
nor confer any rights or impose any obligations upon either party. The submission by
Landlord of this Lease for execution by Tenant and the actual execution and delivery
thereof by Tenant to Landlord shall similarly have no binding force and effect unless
and until Landlord shall have executed this Lease and a duplicate signed original
thereof shall have been delivered to Tenant. If any provision contained in any rider or
addenda hereto is inconsistent with a printed provision of this Lease, the provisions
contained in such rider or addenda shall supersede said printed provision.
33. GOVERNING LAW. This Lease shall be governed, construed and enforced
exclusively in accordance with the laws and judicial decisions of the State of New
Jersey. The parties agree that the courts of the State of New Jersey, County of
Atlantic, and/or the Federal District Court with jurisdiction over the Premises shall be
the exclusive forum and exclusive venue for any and all actions relating to this Lease,
and each party hereby consents to the jurisdiction of such courts.
34. SUBORDINATION AND ATTORNMENT.
A. Subordination. This Lease is subject and subordinate to any and all mortgages
that may now or hereafter encumber the real property of which the Premises is a
part thereof, and to all renewals, modifications, and extensions thereof. Tenant
shall, upon request of Landlord, execute subordinate documents that Landlord
may deem necessary and/or any modification of this Lease that might be required
by any lending institution or other entity that may become a mortgagee as to the
property of which the Premises is a part, but no such document shall be required
to effectuate this subordination. Tenant also agrees that if it shall fail at any time
9
to execute, acknowledge or deliver any such instrument or document requested by
Landlord, Landlord may, in addition to any other remedies available to it, execute,
acknowledge, and deliver such instrument as the attorney-in-fact of Tenant and in
Tenant's name, and Tenant hereby makes, constitutes and irrevocably appoints
Landlord as its attorney-in-fact for that purpose.
B. Attornment. Notwithstanding any other provision of this Lease, all rights of
Landlord, including property rights and the rights in this Lease, are freely saleable,
transferable, and conveyable. Tenant agrees that in the event of a sale, transfer, or
assignment of Landlord's interest in the Hotel or any part thereof, including the
Premises, or in the event any proceedings are brought for the foreclosure of or for
the exercise of any power of sale under any mortgage made by Landlord
encumbering the Hotel or any part thereof, including the Premises, to attorn to and
to recognize such transferee, purchaser, or mortgagee as Landlord under this
Lease.
35. DEFAULT.
A. Events of Default. The following shall constitute a default on the part of
Tenant:
1. The failure of Tenant to make payment of the Rent to Landlord
within five ( 5) days after the same becomes due and payable [or to pay any local, State or
Federal taxes, including sales taxes, after same is due] and within three (3) days after
written demand by Landlord, and if Landlord is required to make more than three (3) such
written demands, as stated above, within any consecutive twelve (12) month period, at the
election of Landlord same shall also constitute a default on the part of Tenant with no
further notice required.
2. The failure of Tenant to pay and deliver to Landlord any other
Tenant Payment or payments owed to Landlord for which a due date is not specifically
provided for within three (3) days after written demand by Landlord, and if Landlord is
required to make more than three (3) such written demands, as stated above, within any
consecutive twelve (12) month period, at the election of Landlord same shall also
constitute a default on the part of Tenant with no further notice required.
3. The failure of Tenant to comply with any other provision of this
Lease as soon as is reasonably practical, but in no event later than seven (7) days after
written demand by Landlord. In addition, if Landlord is required to take more than three
(3) such written demands for any similar failure, at the election of Landlord, same also
shall constitute a default on the part of Tenant with no further notice required.
4. If any voluntary or involuntary petition or similar pleading under
any section or sections of any bankruptcy act shall be filed by or against Tenant, or any
voluntary or involuntary proceeding in any court shall be instituted to declare Tenant or
10
any guarantor insolvent or unable to pay Tenant's or any guarantor's debts, and in the
case of an involuntary petition or proceeding if same is not dismissed within sixty (60)
days from the date it is filled, or if Tenant or any guarantor makes an assignment for the
benefit of its creditors, or if a receiver is appointed for any property of Tenant or any
guarantor, or if Tenant's leasehold interest is levied upon under execution or is attached
by process of law.
5. If Tenant ceases the operation of its business for any thirty (30) day
period, vacates or abandons the Premises.
B. Landlord's Remedies upon Default.
1. In the event Tenant defaults under the terms and conditions of this
Lease, as set forth above, Landlord, at its option, shall have the immediate right to enter
and may remove all persons and property from the Premises and such property may be
removed and stored in a warehouse or elsewhere at the cost of, and for the account of
Tenant, all without service of notice or resort to legal process and without being deemed
guilty of trespass, or becoming liable for any loss or damage which may be occasioned
thereby. Landlord may, at its option and without limiting any other right or remedy;
a. Terminate this Lease without payment of any fee, damages,
restitution, monies, or the like, and resume possession of the Premises, thereafter using
the same exclusively as its own for its own purposes, in which case Tenant shall remain
liable for and shall pay to Landlord all other damages and costs provided for herein,
including rent accruing prior to termination of the Lease; or
b. Retake possession of the Premises for the account of the
Tenant, holding the Tenant for general damages, including the difference between rent
and other charges stipulated to be paid and what, in good faith, Landlord is able to
recover from a reletting, in which case Tenant shall be liable for and shall pay to Landlord
immediately the balance of rent due for the remainder of the Term, together with all other
damages and charges provided for herein. Landlord shall then hold what Landlord is able
to recover from reletting the Premises until the end of the Term at which time Landlord
shall refund to Tenant the actual amount of rent collected. Should Landlord relet the
Premises for more than the rent due for the remainder of the Term, Tenant shall not be
entitled to a refund of such excess amount; or
c. Stand by and do nothing, and sue the Tenant for the balance
of rent due for the remainder of the Term together with all other damages and charges
provided for herein, in which case remaining rent for the remainder of the Term shall
become immediately due and payable.
In the event Landlord chooses option (a) or (b) above,
Landlord may make such additions, alterations or improvements as Landlord in its sole
discretion deems necessary for rendering the Premises suitable for reletting and Tenant
11
shall be liable for and shall pay Landlord upon demand the costs of such additions,
alterations or improvements together with any broker's fees incurred by Landlord in
relating the Premises.
d. In the event of a breach by Tenant of any of the agreements,
terms, covenants, or conditions hereof, Landlord shall have the right to pursue an
injunction to restrain the same and the right to invoke any remedy allowed by law or in
equity, as if specific remedies, indemnity, or reimbursement were not herein provided.
e. The rights and remedies given to Landlord in this Lease are
distinct, separate, and cumulative, and no one of them, whether or not exercised by
Landlord, shall be deemed to be in exclusion of any of the others herein or by law or in
equity provided. No termination of this Lease, nor any taking or recovering of possession
of the Premises shall deprive Landlord of any of its remedies or action against Tenant, nor
shall the bringing of any action against Tenant be construed as a waiver of right to bring
any other action against Tenant.
f. the failure of Landlord to insist upon a strict performance of
any of the agreements, terms, covenants, and conditions hereof shall not be deemed a
waiver of any rights or remedies that Landlord may have and shall not be deemed a
waiver of any subsequent breach or default in any of such agreements, terms, covenants,
and conditions.
g. In the event that Landlord shall bring suit for the possession
of the Premises, for the recovery of any sum due hereunder, or because of the breach of
any covenant, term or provision of this Lease, or for any other relief against Tenant,
declaratory or otherwise, Tenant agrees to pay Landlord all costs, expenses, and
reasonable attorneys' fees that Landlord may have incurred in connection therewith
(including on appeal).
2. It is hereby expressly understood and agreed by and between the
parties hereto, the Tenant herein shall not be entitled to any abatement or reduction of any
Tenant Payment due Landlord in any eviction action or proceeding instituted by Landlord
for non-payment of any Tenant Payment or in any eviction action or proceeding by reason
of any breach of Tenant of any covenant contained in this Lease on its part to be
performed.
C. Waiver of Additional Notice. Except as set forth above, no notice shall be
required for Landlord to terminate this Lease or to recover possession of the Premises
upon the default of Tenant, and Tenant hereby waives any and all other notices which
may be required by New Jersey Statute or applicable laws.
D. Landlord's Self-Help. In the event Tenant fails to perform any of its
obligations under this Lease in a manner reasonably satisfactory to Landlord, or in the
event Tenant fails to pay for anything which, under the terms of this Lease Tenant is
12
required to pay for, Landlord shall have the right, but not the obligation, upon giving
Tenant at least three (3) days prior written notice of its election to do so (in the event of
any emergency no prior notice shall be required) to perform such obligation on behalf of
and for the account of Tenant and to take all such action to perform such obligations, or
to pay for Tenant's obligations. In such event, Landlord's costs and expenses incurred in
connection with performing or paying for any obligation of Tenant shall be paid by
Tenant as an additional Tenant Payment forthwith upon written demand by Landlord,
with interest from the date Landlord incurs such expenses at the highest lawful rate. The
payment by Landlord of any obligation of Tenant shall not constitute a release or waiver
of Tenant therefrom.
E. Special Provisions Regarding Bankruptcy. In the event of an assignment
by operation of law under the Federal Bankruptcy Code, or any state bankruptcy or
insolvency laws, or if Landlord elects not to terminate this Lease as hereinabove
provided, the assignee at the request of Landlord as a condition to such assignment shall
provide Landlord with adequate assurance of future performance of all of the terms,
conditions and covenants of the Lease, which shall include, but shall not be limited to,
assumption of all of the terms, covenants and conditions of this Lease by the assignee and
the making by the assignee of the following express covenants to Landlord.
1. That the assignee has sufficient capital to pay all Tenant Payments
and other charges due under this Lease for the entire Term;
2. That assumption of this Lease by the assignee will not cause
Landlord to be in violation or breach of any provision in an other lease, financing
agreement or operating agreement relating to the Hotel; and
3. That such assignment and assumption by the assignee will not
cause any change in the business conducted within the Premises which would violate any
provisions of this Lease.
F. Waiver of Jurv Trial. Landlord and Tenant hereby waive trial by jury in
and in respect of in any and every action, proceeding, claim (whether or not denominated,
a claim, counterclaim, cross-claim, off-set or the like) brought or asserted by either
against the other with respect to any matter arising out of, under or connected with this
Lease.
36. POSSESSION. Tenant shall be granted possession immediately upon execution of
the Lease for the sole purpose of entering into possession for making of necessary repairs,
renovations and improvements.
[Signature Page Follows.]
13
IN WITNESS WHEREOF, the parties have executed this Lease, by their duly
authorized officers as of the date first above written.
14
LANDLORD:
GRAND PRIX FLOATING LESSEE
LLC, a Delaware limited liability
company
Name:
Title:
TENANT:
B&B PARKING, INC., D.B.A. PARK
PLACE PARKING, a [New Jersey]
corporation
By: WJtJ) l-
Name: \Jd ); A""' C) . \3d\ A
0
Title: Cj?o J2 oo?
U
, I? V\. eJ{J e ~ ~
t?-e. ~

Subranni Zauber LLC
(609) 347-7000; Fax (609) 345-4545

In Re:

1

Case No.: 10-13800 (SCC)

Chapter 11

MEMORANDUM OF LAW IN SUPPORT OF MOTION OF B&B PARKING, INC. FOR

LEGAL ARGUMENT

I. Jurisdiction and Venue

This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and 1334(b)
and the standing order of reference of the district court. This matter is a core proceeding
pursuant to 28 U.S.C. 157(b). Venue in this Court is proper under 28 U.S.C. 1408 and
1409. The moving party B&B Parking, Inc. (B&B) bases its request for relief upon
Bankruptcy Code 362(d) and Bankruptcy Rule 4001(a)(1).

1. The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification
2
II. B&B is a Month to Month Tenant of the Debtor and May Terminate the
Lease Agreement By Giving the Debtor One Months Notice of Termination

Section 33 of the Lease Agreement provides that the Agreement is governed by New Jersey law.
A copy of the Lease Agreement is attached as Exhibit B to the Certification of William Boland
submitted in support of this motion. N.J.S.A. 46:8-10 (Tenant holding over; tenancy from
month to month) provides as follows:
Whenever a tenant whose original term of leasing shall be for a period of one
month or longer shall hold over or remain in possession of the demised
premises beyond the term of the letting, the tenancy created by or resulting
from acceptance of rent by the landlord shall be a tenancy from month to
month in the absence of any agreement to the contrary.

B&B continued to pay rent to the Debtor after the Agreement expired, which the Debtor
accepted. As a result, a month to month tenancy was created pursuant to N.J.S.A. 46:8-10.
Here, as in S.D.G. v. Inventory Control Co., 178 N.J. Super. 411 (App. Div. 1981),

(i)t is clear that after the termination of the lease . . . the tenant's status
became that of a month-to-month tenant on the same terms as set forth in
the lease. N.J.S.A. 46:8-10. And see Heyman v. Bishop, 15 N.J.Super.
266, 269, 83 A.2d 344 (App.Div.1951). There is no statute prescribing the
requirements of a tenant's notice to the landlord of its intention to terminate
a month-to-month tenancy. Thus, the common-law rule requiring at least
one month's notice to quit is applicable. See, e. g., Burns v. West America
Corp., 137 N.J. Super. 442, 349 A.2d 142 (Cty.Ct.1975). And see
Hertzberg v. Siegel, 8 N.J.Super. 226, 73 A.2d 840 (App.Div.1950); Hanks
v. Workmaster, 75 N.J.L., 73-74, 66 A. 1097 (Sup.Ct.1907); Steffens v.
Earl, 40 N.J.L. 128, 134 (Sup.Ct.1878). And although our courts have not
apparently been called upon to address the question, a recognized corollary
of the common-law rule is the proposition that if the notice is given during
the same month in which the quit is to take place, it will be effective as of
the end of the month following the month in which the short notice was
given. See 3A Thompson, Real Property, s 1355 at 673-674 (1981). Cf.
Worthington v. Moreland Truck Co., 140 Wash. 528, 250 P. 30
(Sup.Ct.1926).

We are, furthermore, satisfied that the common-law rule which refers
the effective date of the late notice of vacation to the end of the next
ensuing monthly period is eminently sound as a matter of public policy,
common sense and customary practice.
3

178 N.J. Super. 411, 414-15 (footnote omitted).

The relative rights of the parties with respect to B&Bs tenancy are thus well settled. A
month to month tenancy was established when the original term of the lease expired without an
extension. New Jersey law requires the tenant to give the landlord notice of its intention to
terminate the tenancy, which notice is effective at the end of the month following the month in
which notice is given.
III. This Court Should Grant B&B Relief From the Automatic Stay for Cause
Under Bankruptcy Code Section 362(D)(1)

The determination whether cause exists to lift the automatic stay is made on a case-by-
case basis, based upon the totality of the circumstances. In re Bogdanovich, 292 F.3d 104, 110
(2d Cir. 2002); In re Enron Corp., 306 B.R. 465, 476 (Bankr. S.D.N.Y. 2004), and is committed
to the sound discretion of the Bankruptcy Court. In re Sonnax Industries, Inc., 907 F.2d 1280,
1286 (2d Cir. 1990). The term cause is a broad and flexible concept which permits a
bankruptcy court, as a court of equity, to respond to inherently fact-sensitive situations. In re A
Partners LLC, 344 B.R. 114, 127 (Bankr. E.D. Cal. 2006).
Bankruptcy Code section 362(d)(1) requires an initial showing of cause by the movant.
In re Balco Equities Ltd, Inc., 312 B.R. 734, 749 (Bankr. S.D.N.Y. 2004). Once the movant has
satisfied its initial burden, the opposing party has the ultimate burden of disproving the existence
of cause for relief from the automatic stay. In re Sonnax Industries, Inc., 907 F.2d at 1285; In re
Henderson, 245 B.R. 449, 455 (Bankr. S.D.N.Y. 2000); 11 U.S.C. 362(g)(2).
Numerous courts have held that is intended to act as a shield, not a sword. See, e.g., Int'l
Distrib. Centers v. Walsh Trucking Co., 62 B.R. 723, 730 (S.D.N.Y. 1986); Price & Pierce Int'l
v. Spicers Int'l Paper, 50 B.R. 25, 26 n. 1 (S.D.N.Y. 1985); In re Briarpatch Film Corp., 281 B.R.
4
820, 834 (Bankr. S.D.N.Y. 2002); In re Moss, 270 B.R. 333, 342 (Bankr. W.D.N.Y. 2001); In re
Synergy Devel. Corp., 140 B.R. 958, 959 (Bankr. S.D.N.Y. 1992); Sternberg v. Johnston, 595
F.3d 937, 948 (9th Cir. 2010); Winters v. George Mason Bank, 94 F.3d 130, 136 (4th Cir. 1996);
Bank of America National Trust and Savings Ass'n v. Edgins (In re Edgins), 36 B.R. 480, 484
(9th Cir. BAP 1984); In re Harris, 374 B.R. 611, 617 (Bankr. N.D. Ohio 2007); In re Mid-City
Parking, Inc., 332 B.R. 798, 815 (Bankr. N.D. Ill. 2005); In re Mirant Corp., 314 B.R. 347, 353,
n. 14 (Bankr. N.D. Tex. 2004) (collecting cases).
In this case it appears that the automatic stay is being used not as a shield to prevent
dismemberment of the estate, but as a sword to prevent B&B from exercising its right to
terminate the Agreement, for no apparent purpose. As noted, B&B has an absolute right to cease
providing parking services immediately. B&Bs lease of the Hotel Lot serves no purpose of the
Debtor if B&B is not also providing parking services. Indeed, the Debtors lease of the Hotel
Lot is contrary to Debtors interests once B&B stops providing parking services, because the
Debtor clearly needs the Hotel Lot to be available for employees and guests to park their cars.
B&B therefore respectfully asserts that it has established cause for obtaining
relief from the stay in this case, and has also established cause for a waiver of the ten
day stay imposed by Bankruptcy Rule 4001(a)(3) on an Order granting stay relief.
IV. This Court Should Declare that the Lease Provisions of the Agreement Are
Terminated Effective February 28, 2011

As noted above, the parties have been in negotiations regarding the terms of the
Agreement since at least November 2011, when the City of Atlantic City issued a notice that cars
cannot be parked on the unpaved portion of the Hotel Property. By an e-mail dated January 14,
2011, B&Bs counsel advised the Debtors counsel that the negotiations had concluded without
success. See Certification of John P. Leon, Esq. submitted in support of this motion. The Debtor
5
has therefore been on notice of B&Bs intention to terminate the Agreement since that date,
though no actual notice of termination was issued due to the automatic stay. The purpose of the
notice requirement would therefore be served by this court declaring that the Agreement shall
terminate on February 28, 2011.
Clearly, the requirement of a month's notice is intended to afford the landlord
a reasonable opportunity to secure another tenant. See e. g., Pennsylvania R.
R. Co. v. L. Albert & Son, Inc., 26 N.J.Super. 508, 511, 98 A.2d 323
(App.Div.), certif. den., 13 N.J. 361, 99 A.2d 675 (1953). We are persuaded
that that purpose is fully satisfied by the rule of the deferred efficacy of the
notice since the landlord thereby is afforded not only a full month in which to
find another tenant but, in addition thereto, that portion of the prior month
remaining after the date of the notice. Consequently, we hold that when the
tenant gave notice to quit on November 16, 1976, it was obligated to pay rent
in the absence of an interim reletting only through December 31, 1976. The
judgment below must be accordingly modified to reflect the tenant's rent
obligation as encompassing one month only.

S.D.G. v. Inventory Control Co., 178 N.J. Super. 411, 415-16 (App. Div. 1981). The Debtor has
known since at least January 14, 2011 that B&B will terminate the Agreement. No purpose will
be served by extending the effective date of the termination beyond February 28, 2011.
V. This Court Should Declare that B&B Has No Obligation to Provide Parking
Services to the Debtor

The Agreement has expired by its own terms. Although New Jersey law dictates that the
lease provisions of the Agreement continue in effect on a month to month basis as a result of the
continued payment and acceptance of rent under the Agreement, that law does not apply to the
provisions of the Agreement relating to B&B providing parking services. B&B may simply
discontinue its services. B&B has nonetheless continued to provide services to allow the Debtor
an orderly transition period, and to obtain this courts confirmation that it has no obligation to
continue providing services to the Debtor.
6
Accordingly, B&B respectfully requests this court to enter an Order declaring that B&B
has no obligation to continue providing parking services to the Debtor.

Conclusion

For all of the foregoing reasons, B&B respectfully requests this court to enter an Order (a)
declaring that the lease provisions of the Agreement are terminated effective February 28, 2011,
or alternatively that B&B is granted relief from the stay to give notice that the lease provisions of
the Agreement are terminated, and (b) declaring that B&B has no obligation to continue providing
parking services to the Debtor.
SUBRANNI ZAUBER LLC

John P. Leon
7
Exhibit A - Debtors

tax identification number, are listed on the last page of this pleading: 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 PrixHorsham LLC (3728); Grand Prix IHM,
Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix IslandiaLLC (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 FinancialCorporation
(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.

Objection Deadline: February 17, 2011


Subranni Zauber LLC
(609) 347-7000; Fax (609) 345-4545

In Re:

1

Case No. 10-13826 (SCC)


Chapter 11

CERTIFICATE OF SERVICE

Michael Morrow says:

1. I am a member of the Subranni Zauber LLC law firm, attorneys for the moving
party B&B Parking Inc. (B&B).
2. I certify that on January 31, 2011, I caused a true and correct copy of the Motion
of B&B Parking, Inc. for (A) A Declaration that its Lease with the Debtor is Terminated
Effective February 28, 2011 and Alternatively for Relief from the Automatic Stay to Terminate
Lease Agreement for Property in Atlantic City, N.J. and (B) A Declaration that it May
Immediately Cease Providing Parking Services to the Debtor, the Memorandum of Law and
Certifications of John P. Leon and William Boland in support thereof, and proposed form of

1
Order to be sent by via the Courts ECF System and/or first class mail, postage prepaid, on the
parties listed below.
SUBRANNI ZAUBER LLC

Innkeepers USA Trust
c/o Innkeepers USA
340 Royal Poinciana Way
Suite 306
Palm Beach, FL 33480

B & B Parking, Inc.
c/o Bill Boland, President
114 S. New York Avenue

American Hotel Register Co.
16458 Collections Center Drive
Chicago, IL 60693

Apollo Investment Corporation
Attn: Joseph D. Glatt
9 West 57th Street
New York, New York 10019
JGlatt@apollocapital.com

Arnold & Porter LLP
ATTN: ALAN LAWRENCE
Counsel to Five Mile
399 Park Avenue
New York, NY 10022
Alan.Lawrence@aporter.com

Arnold & Porter LLP
Attn: Marc Daniel
399 Park Avenue
New York, NY 10022
Marc.Daniel@aporter.com

Arnold & Porter LLP
Attn: Michael Canning
399 Park Avenue
New York, NY 10022
michael.canning@aporter.com

Arnold & Porter LLP
Attn: Michael J. Canning
Counsel for Five Mile Capital II
Pooling International LLC
399 Park Avenue
michael.canning@aporter.com

Barlett Hackett Feinberg P.C.
Attn: Frank F. McGinn
Counsel for Iron Mountain
Information Management, Inc.
155 Federal Street
9th Floor
Boston, MA 02110
ffm@bostonbusinesslaw.com

Best Western International Inc
6201 North 24th Parkway
Phoenix, AZ 85016

Brickman Group, Ltd
3630 Solutions Center
Chicago, IL 60677

Bryan Cave LLP
Attn: Lawrence P. Gottesman, Esq
1290 Avenue of the Americas
New York, NY 10104
lawrence.gottesman@bryancave.c
om

Bryan Cave LLP
Attn: Michelle McMahon, Esq
New York, NY 10104
michelle.mcmahon@bryancave.co
m

Capmark Finance Inc.
Attn: Portfolio Manager, Specialty
Asset Management
1600 Tysons Blvd
Suite 1100
McLean, VA 22102

Carrier Corp
PO Box 905303
Charlotte, NC 28290

Centerline Servicing, Inc.
Attn: Steve Oltmann
5221 N OConnor Blvd, Suite 600
Irving, TX 75039
soltmann@centerline.com

Cintas Corporation
97627 Eagle Way
Chicago, IL 60678-9760

CSE Mortgage, LLC
4445 Willard Avenue
12th Floor
Chevy Chase, MD 20815

CW Capital Asset Management
LLC
18500 Von Karman Avenue, Suite
515
Attn: Ira Haynie
Irvine, CA 92612

CWCapital Performing Loan
Management- CMBS
Ira Haynie, Associate-Asset
Manager
18500 Von Karman Avenue, Suite
515
Irvine, CA 92612
ihaynie@cwcapital.com

Dechert LLP
Attn: Nicole B. Herther-Spiro
NewYork, NY 10036
nicole.hertherspiro@dechert.com

Dechert LLP
c/o Stephanie M. Tita
30 Rockefeller Plaza
New York, NY 10112
stephanie.tita@dechert.com

Dechert LLP
Counsel to Lehman
Attn: Andrew L. Buck
New York, NY 10036
Andrew.Buck@dechert.com

Dechert LLP
Counsel to Lehman
Attn: Brian E. Greer
New York, NY 10036
Brian.Greer@dechert.com

Dechert LLP
Counsel to Lehman
Attn: Justin Gdula
New York, NY 10036
Justin.Gdula@dechert.com

Dechert LLP
Counsel to Lehman
Attn: Michael J. Sage
New York, NY 10036
Michael.Sage@dechert.com

Deutsche Banc Mortgage Capital,
LLC
Attn: Director, Mortgage Backed
Securities
60 Wall Street
10th Floor
New York, NY 10005

Deutsche Bank Securities Inc.
Attn: General Counsel
8th Floor
New York, NY 10019

Dewey & Leboeuf LLP
Attn: Irena M. Goldstein, Esq.
New York, NY 10019
igoldstein@dl.com

Dewey & Leboeuf LLp
Attn: Martin J. Bienenstock, Esq
New York, NY 10019
mbienenstock@dl.com

Dewey & Leboeuf LLP
Attn:Timothy Q. Karcher, Esq.
New York, NY 10019
tkarcher@dl.com

Doubletree Hotel Systems, Inc.
9336 Civic Center Drive
Beverly Hills, CA 90210

Duane Morris LLP
Attn: Phillip K. Wang
Counsel for LNR Partners, LLC,
One Market Plaza, Spear Tower
Suite 2200
San Francisco, CA 94105-1127
pwang@duanemorris.com

Ecolab
PO Box 905327
Charlotte, NC 28290-5327

Ecolab Pest Elimination
3535 S 31st Street
PO Box 6007
Grand Forks, ND 58206

Elite Heating & Air
214 Cherry Avenue
Voorhees, NJ 08043

Eric Ryan Corporation
1 Early Street
Ellwood City, PA 16117

Fibercare
7701 Pillsbury Avenue South
Richfield, MN 55423

Fire & Oak
55 Route 17 South
Rochelle Park, NJ 07662

Global Restaurant Design, Corp
31368 Via Colinas
Suite #108
Westlake Village, CA 91362

Goldenbock EisemanAssor Bell &
Peskoe LLP
Attn: Jonathan L. Flaxer, ESQ.
437 Madison Avenue
New York, NY 10022
jflaxer@golenbock.com

Guest Supply, Inc.
PO Box 910
Monmouth Juction, NJ 08852

Haynes and Boone, LLP
Attn: John D. Penn, Esq.
Counsel for Midland Loan
Services, Inc.
201 Main Street, Suite 2200
Fort Worth, TX 76102
john.penn@haynesboone.com

Attn: Lenard M. Parkins, Esq. -
Mark Elmore, Esq.
Services
1221 Avenue of the Americas,
26th Floor
New York, NY 10020-1007
lenard.parkins@haynesboone.com
mark.elmore@haynesboone.com

Lenard M. Parkins, Esq.
Mark Elmore, Esq.
Services, Inc.
26th Floor
New York, NY 10020
lenard.parkins@haynesboone.com

HD Supply Facilities
PO Box 509058
Maintenance
San Diego, CA 92150-9058

Hilton Hotels Corporation
4649 Paysphere Circle
Chicago, IL 60674-4694

Hilton Inns, Inc.

Hyatt Summerfield Suites
194 Park Ave.
Morristown, NJ 07960

Internal Revenue Service
PO Box 21126
Philadelphia, PA 19114

Jenkins/Gales & Martinez
5933 West Century Blvd
Suite #1000
Los Angeles, CA 90045

JMC Global
7 Grogans Park Drive Ste 11
The Woodlands, TX 77380

Kasowitz, Benson, Torres &
Friedman LLP
Attn: Adam L. Shiff, Esq.
Counsel for Five Mile Capital
Partners LLC
1633 Broadway
New York, NY 10019
ashiff@kasowitz.com

Friedman LLP
Attn: Daniel A. Fliman
Partners LLC
1633 Broadway
New York, NY 10019
dfliman@kasowitz.com

Friedman LLP
Attn: David M. Friedman
Partners LLC
1633 Broadway
New York, NY 10019
dfriedman@kasowitz.com

Kaufmann Gildin Robbins &
Oppenheim LLP
Attn: Bruce R. Alter, Esq.
Counsel to Hilton Worldwide, Inc.
550 Mamaroneck Avenue, Suite
510
Harrison, New York 10528
info@altergoldlaw.com

Kaufmann Gildin Robbins &
Oppenheim LLP
David J. Kaufmann, Esq.
Kevin M. Shelley, Esq.
Counsel for Hilton Worldwide,
Inc.
777 Third Avenue, 24th Floor
dkaufmann@kaufmanngildin.com

Kilpatrick & Associates, P.C.
Attn: Richardo I. Kilpatrick
Counsel for Creditor Oakland
County Treasurer
903 North Opdyke Road, Suite C
Auburn Hills, MI 48326
ecf@kaalaw.com

Kilpatrick Stockton LLP
Attn: Jonathan E. Polonsky, Esq.
Counsel for TriMont Real Estate
Advisors, Inc.
31 West 52nd Street
14th Floor
New York, NY 10019
jpolonsky@kilpatrickstockton.co
m

Attn: Mark A. Fink, Esq.
Advisors, Inc.
Suite 2800
1100 Peachtree Street, NE
Atlanta, GA 30309-4530
mfink@kilpatrickstockton.com

Attn: Rex R. Veal, Esq.
Advisors, Inc.
Suite 2800
Atlanta, GA 30309-4530
rveal@kilpatrickstockton.com

Attn: Todd C. Meyers, Esq.
Advisors, Inc.
Suite 2800
Atlanta, Georgia 30309-4530
tmeyers@kilpatrickstockton.com

Kirkland & Ellis, LLP
Attn: Jennifer Marines, Associate
Citigroup Center
601 Lexington Avenue
New York, NY 10022
jennifer.marines@kirkland.com

Kirkland & Ellis, LLP
Attn: Marc Carmel, Partner
300 North La Salle
Chicago, IL 60654
marc.carmel@kirkland.com

Kohner, Mann & Kailas, S.C.
Attn: Samuel C. Wisotzkey
Counsel for Ecolab Inc.
4650 North Port Washington
Road
Milwaukee, WI 53212-1059
swisotzkey@kmksc.com

LAMCO LLC
Susanne Frey
39th Floor
New York, NY 10020
susanne.frey@lamcollc.com

LaSalle Bank National
Association
Attn: Global Securities and Trust
Services
LB-UBS Commercial Mortgage
Trust 2007-C6
135 South LaSalle Street
Suite 1625
Chicago, IL 60603

Lasalle Bank National Association
C/O Wells Fargo Comm
Mortgage Servicing
1320 Willow Pass Road, Suite
300
Concord, CA 94520

Law Offices of Robert E. Luna,
P.C.
Attn: Andrea Sheehan, Esq.
Counsel for Carrollton- Farmers
Branch
Independent Scholl District
4411 N. Centeral Expressway
Dallas, TX 75205
sheehan@txschoollaw.com

Lehman ALI, Inc.
Attn: Charlene Thomas
399 Park Avenue
New York, NY 10022

Lehman ALI, Inc.
Attn: Michael E. Lascher
39th Floor
NEW YORK, NY 10020

Lehman ALI, Inc.
Attn: Michael E. Lascher
39th Floor
New York, NY 10020

Lehman ALI, Inc.
c/o David Forti, Esq.
2929 Arch Street
david.forti@dechert.com

LG Electronics USA Inc
PO Box 905337
Charlotte, NC 28290

Linebarger Goggan Blair &
Sampson, LLP
Attn: Elizabeth Weller
2323 Bryan Street Suite 1600
Dallas, TX 75201
dallas.bankruptcy@publicans.com

Linebarger Goggan Blair &
Sampson, LLP
Counsel for Bexar County
711 Navarro, Suite 300
San Antonio, TX 78205
sanantonio.bankruptcy@publicans
.com

LNR Partners, Inc.
Attn: Chris Brown
1601 Washington Avenue, Suite
700
Miami Beach, FL 33139
CBrown@LNRProperty.com

LNR Partners, Inc.
Attn: Director of Servicing
1601 Washington Avenue
Suite 700
Miami, FL 33139
cbrown@Lnrproperty.com

LNR Property Corporation
1601 Washington Avenue, Suite
800
Miami Beach, FL 33139

Lowndes, Drosdick, Doster,
Kantor & Reed, P.A
Attn: Zachary Bancroft, Esq.
Counsel for Anand Enterprise,
Inc.
450 South Orange Avenue
Suite 800
Orlando, FL 32801
zachary.bancroft@lddkr.com

Marriott Hotels
180 Hawley Lane
Trumbull, CT 06484

Marriott International, Inc.
10400 Fernwood Road
Franchise Attorney
Law Department 52/923.25
Bethesda, MD 20817

Marriott International, Inc.
10400 Fernwood Road
VP Owner and Franchise Services
Bethesda, MD 20817

Marx Realty & Improvement Co.
708 Third Ave.
21st Floor
New York, NY 10017-4146
Stephanie.T@marxrealty.com

Merrill Lynch Mortgage Lending
Inc.
Four World Financial Center
16th Floor
New York, NY 10080

Midland Loan Services, Inc.
10851 Mastin
Suite 700
Overland Park, KS 66210

Midland Loan Services, Inc.
Attn: President
P.O. Box 25965
Shawnee Mission, KS 66225

Morrison & Foerster, LLP
Attn: Lorenzo Marinuzzi
Counsel for Official Committee of
Unsecured Creditors
New York, NY 10104-0050
LMarinuzzi@mofo.com

Attn: Brett H. Miller
Unsecured Creditors
New York, NY 10104-0050
BMiller@mofo.com

Attn: Jordan A. Wishnew
Unsecured Crediors
New York, NY 10104-0050
JWishnew@mofo.com

National Assn. of Attorneys
General
Karen Cordry
750 First St., N.E., Suite 1100
Washington, DC 20570

Oak Roofing, Inc.
220 Hemlock
Wood Dale, IL 60191

Office Depot
PO Box 633211
Cincinnati, OH 45263-3211

Office of Attorney General
State of Florida
The Capitol PL-01
Tallahassee, FL 32399-1050

Office of the Attorney General
100 West Randolph Street
Chicago, IL 60601

1125 Washington Street SE
PO Box 40100
Olympia, WA 98504-0100
rob.mckenna@atg.wa.gov

1300 I Street, Suite 1740
Sacramento, CA 95814

1412 Main Street
Suite 810
Dallas, TX 75202
greg.abbott@oag.state.tx.us

1525 Sherman St., 5th Floor
Denver, CO 80203
cab@state.co.us

200 St. Paul Place
Baltimore, MD 21202
oag@oag.state.md.us

25 Market Street
CN 080
Trenton, NJ 08625

40 Capitol Square SW
Atlanta, GA 30334

55 Elm Street
Hartford, CT 06141

6 State House Station
Augusta, ME 04333

900 East Main Street
Richmond, VA 23219

9001 Mail Service Center
Raleigh, NC 27699-9001

California Department of Justice
Attn: Public Inquiry Unit
PO Box 944255
Sacramento, CA 94244-2550

Deputy AG Jeff Koziar
25 Market Street
CN 080
Trenton, NJ 08625

G. Mennen Williams Building,
7th Floor
525 W. Ottawa St.
PO Box 30212
Lansing, MI 48909

Indiana Government Center
South-5th Floor
402 W. Washington St.
Indianapolis, IN 46204
Constituent@atg.in.gov

McCormack Building
One Ashburton Place
Boston, MA 02108

PO Box 120
Hartford, CT 06141-0120
attorney.general@ct.gov

PO Box 629
Raleigh, NC 27602

The Capitol 2nd Floor
Albany, NY 12224-0341

The Capitol, Room 116
700 Capitol Avenue
Frankfort, KY 40601-3449
attorney.general@ag.ky.gov

Onyx Sealcoating, Inc.
15113 S. Kilbourn
Midlothan, IL 60445

Paul, Weiss, Rifkand, Wharton &
Garrison, LLP
Attn: Alan W. Kornberg, Esq.
Counsel to Apollo Investment
Group
New York, NY 10019-6064
akornberg@paulweiss.com

Garrison, LLP
Attn: Andrew J. Ehrlich
Group
New York, New York 10019-
6064
aehrlich@paulweiss.com

Garrison, LLP
Attn: Lauren Shumejda
Group
New York, New York 10019-
6064
lshumejda@paulweiss.com

Pdq Consulting, Inc.
407 Wood Lake Drive
Allen, TX 75013

Pennsylvania Office of the
Attorney General
16th Floor, Strawberry Square
Harrisburg, PA 17120

Perkins Coie
Counsel for CWCapital
Performing Loan Management-
CMBS
Attn: Beth Understahl
2901 North Central Avenue
Suite 2000
Phoenix, AZ 85012-2788
BUnderstahl@perkinscoie.com

Perkins Coie LLP
Attn: David Neff
131 South Dearborn Street
Suite 1700
Chicago, IL 60603
DNeff@perkinscoie.com

Promus Hotels, Inc.

Quoizel, Inc.
6 Corporate Pkwy.
Goose Creek, SC 29445

Rhs Commercial LLC
1003 Stafford Road
Kalamazoo, MI 49006

Romala Stone, Inc.
315 S. Beverly Drive
Suite 506
Beverly Hills, CA 90212-4316

Romero Law Firm
Attn: Martha E. Romero
Counsel for San Bernardino
County, a California Taxing
Authority
BMR Professional Building
6516 Bright Ave.
Whittier, CA 90601
romero@mromerolawfirm.com

Royal Cup Dine-Mor
PO Box 170971
Birmingham, AL 35217

Saul Ewing LLP
Attn: Jeffrey C. Hampton
Counsel for U.S. Foodservice, Inc.
Centre Square West
1500 Market Street, 38th Floor
jhampton@saul.com

Saul Ewing LLP
Attn: Melissa W. Rand, Esq.
Counsel for U.S. Foodservice, Inc.
Centre Square West
1500 Market Street, 38th Floor
mrand@saul.com

Sheppard Mullin Richter &
Hampton LLP
Attn: Jane Qin
30 Rockefeller Plaza, Suite 2400
New York, NY 10112
jqin@sheppardmullin.com

Sheppard Mullin Richter &
Hampton LLP
Carren Shulman, Esq.
30 Rockefeller Plaza, Suite 2400
New York, NY 10112
cshulman@sheppardmullin.com

Skadden, Arps, Slate, Meagher &
Flom LLP
Four Times Square
New York, NY 10036

Springfield Corporation
PO Box 620189
Atlanta, GA 30362

Starwood Hotels & Resorts
Worldwide Inc.
Attn: Sandy Olson
9841 Airport Blvd., Ste 812
Los Angeles, CA 90045

State of Michigan, Department of
Treasury
Michael A. Cox, Attorney General
Juandisha M. Harris, Assistant
Attorney General
Cadillac Place, Ste. 10-200
3030 W. Grant Blvd.
Detroit, MI 48202
harrisjm@michigan.gov

Summerfield Hotel Company
LLC
Attn: SVP Franchising
20 West Monroe
8th Floor
Chicago, IL 60606

Sunset Pools, Inc.
1808-1 I Street NW Ste 201

Swank Audio Visuals, LLC
639 E. Garvois Bluffs
St. Louis, MO 63026

SYSCO Food
PO Box 1508
Walnut, CA 91788

Tashjian & Padian
Gerald Padian, Esq. & Bradley M.
Rank, Esq.
Counsel for CWCapital Asset
Management, LLC
and C-III Asset Management LLC
729 Seventh Avenue
New York, NY 10019
gpadian@tashpad.com

Texas Attorney General's Office
Hal F. Morris & Ashley F.
Bartram
Bankruptcy & Collections Div.
PO Box 12548, MC-008
Austin, TX 78711-2548

The Sheraton LLC
600 Galleria Parkway
Suite 1700
Attn: General Counsel - Franchise
Division
Atlanta, GA 30339

The Sheraton LLC
c/o Starwood Hotels and Resorts
Worldwide
1111 Westchester Ave
White Plains, NY 10604

Triangle Renovations
3760 Louisville Road
Louisville, TN 37777

United States Trustees Office
Region 2
33 Whitehall Street, 21st Floor
New York, NY 10004

Us Wall Decor
487 Myatt Drive
Madison, TN 37115

Waste Management
PO Box 930580
Atlanta, GA 31193

Wells Fargo Bank
Carol Anderson, Asset Manager
1901 Harrison St, 2nd Floor
Oakland, CA 94612

Wells Fargo, N.A.
c/o Capmark Finance Inc.
Attn: Portfolio Managers
Three Ravina Drive, Suite 200
Atlanta, GA 30346

Wells Fargo, N.A.
c/o Christopher J. Hart, Esq.
Locke Liddle & Sapp LLP
401 9th Street, N.W.
Suite 400
chart@lockelord.com

Western State Design, Inc.
25616 Nickle Place
Hayward, CA 94545

Wilmer Cutler Pickering Hale &
Dorr LLP
Counsel for York Credit
Opportunities Fund, L.P. and
York Credit Opportunities Master
Fund, L.P.
Attn: Philip Anker, Esq.
399 Park Avenue
New York, NY 10022
philip.anker@wilmerhale.com

York Credit Opportunities Fund,
L.P
York Credit Opportunities Master
Fund, L.P
c/o York Capital Management
767 Fifth Avenue, 17th Floor
New York, NY 10153

Innkeepers USA Trust
c/o Innkeepers USA
340 Royal Poinciana Way, Suite 306
Palm Beach, FL 33480

B & B Parking, Inc.
c/o Bill Boland, President
114 S. New York Avenue

Exhibit A - Debtors




Subranni Zauber LLC
(609) 347-7000; Fax (609) 345-4545

In Re:

INNKEEPERS USA TRUST,
1
et al.,


Chapter 11

ORDER GRANTING MOTION OF B&B PARKING, INC.

The court has considered the motion (the Motion) of B&B Parking, Inc. (B&B) for
the entry of an Order (A) declaring that its lease with the debtor Grand Prix Floating Lessee LLC
(the debtor in Case No. 10-13826) is terminated effective February 28, 2011 and alternatively for
relief from the automatic stay to terminate lease agreement for property in Atlantic City, N.J. and
(b) a declaration that it may immediately cease providing parking services to the Debtor. Having
considered the Motion and any opposition thereto, the court finds that B&B is entitled to the
relief it seeks. Accordingly, it is HEREBY ORDERED AND ADJUDGED AS FOLLOWS:

1
1. Notice of the Motion as set forth in the Certificate of Service filed by B&B
constitutes good and sufficient notice in compliance with the applicable Bankruptcy Rule and
Local Rule and this Courts Order governing case management procedures.
2. The April 2008 Agreement between B&B and the Debtor Grand Prix Floating
Lessee, LLC having expired by its own terms, B&B has no obligation to continue to provide
parking services to the Debtor, and it may discontinue such services immediately.
3. The April 2008 Agreement between B&B and the Debtor Grand Prix Floating
Lessee, LLC having expired by its own terms, B&B is now a month to month tenant of the
Debtor, and for the reasons set forth in the Motion the lease provisions of that Agreement are
deemed terminated effective February 28, 2011 and B&B has no obligation as a tenant of the
Debtor after that date.
4. Notwithstanding Bankruptcy Rule 4001(a)(3), the relief provided by this Order
shall be immediately effective and enforceable upon its entry.
5. The Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.
_______________________________
New York, New York Shelley C. Chapman
February ____, 2011 United States Bankruptcy Judge
Exhibit A - Debtors

(3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers

10000004237

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Hearing Date: February 24, 2011 at 10:00 a.m.

Objection Deadline: February 17, 2011 4:00 p.m.

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