Hearing Date: November 10, 2010 at 10:00 a.m. Objection Deadline: November 5, 2010 at 4:00 p.m.

DECHERT LLP 1095 Avenue of the Americas New York, New York 10036-6797 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 Michael J. Sage Brian E. Greer Andrew L. Buck Attorneys for Lehman ALI Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ X : In re: : Chapter 11 : INNKEEPERS USA TRUST, et al. : Case No. 10-13800 : Debtors.1 : Jointly Administered : ------------------------------------------------------------ X LIMITED OBJECTION OF LEHMAN ALI INC. TO DEBTORS MOTION FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE PERIODS Lehman ALI Inc. (Lehman) hereby submits this limited objection to the motion of the above-captioned debtors and debtors-in-possession (the Debtors) for entry of an Order extending the exclusive periods during which only the Debtors may file a chapter 11 plan and

Twenty of the Debtors (the Floating Rate Debtors) in the above-captioned cases are borrowers under that certain Loan Agreement, dated as of June 29, 2007, in the original principal amount of $250,000,000.00, between and among the Floating Rate Debtors, as borrowers, and Lehman, as lender (as amended, the Floating Rate Loan Agreement). The Floating Rate Debtors obligations under the Floating Rate Loan Agreement are secured by twenty separate mortgages (each, a Floating Rate Mortgage) that each grant Lehman (i) a first lien mortgage on the applicable hotel property, (ii) a lien on all cash, accounts, and proceeds of the applicable borrower, and (iii) an absolute assignment of rents of the applicable hotel property. The Floating Rate Debtors are: (1) KPA/GP Valencia LLC; (2) Grand Prix West Palm Beach LLC; (3) KPA/GP Ft. Walton Beach LLC; (4) Grand Prix Ft. Wayne LLC; (5) Grand Prix Indianapolis LLC; (6) KPA/GP Louisville (HI) LLC; (7) Grand Prix Bulfinch LLC; (8) Grand Prix Woburn LLC; (9) Grand Prix Rockville LLC; (10) Grand Prix East Lansing LLC; (11) Grand Prix Grand Rapids LLC; (12) Grand Prix Troy (Central) LLC; (13) Grand Prix Troy (SE) LLC; (14) Grand Prix Atlantic City LLC; (15) Grand Prix Montvale LLC; (16) Grand Prix Morristown LLC; (17) Grand Prix Albany LLC; (18) Grand Prix Addison (SS) LLC; (19) Grand Prix Harrisburg LLC; and (20) Grand Prix Ontario LLC.

solicit acceptances thereof [Dkt. No. 610] (the Motion).2 respectfully represents and states as follows: 1.

In support thereof, Lehman

The Debtors have requested an extension of the Exclusive Filing Period and the

Exclusive Solicitation Period to March 16, 2011 and May 15, 2011, respectively. The requested extensions are too long and risk the incurrence of significant administrative expense to the Debtors estates. 2. As the Court is well aware, these are highly contentious chapter 11 cases.

Lehman believes that a short extension of the Exclusive Filing Period and Exclusive Solicitation Period to January 14, 2010 (59 days) and March 15, 2010 (119 days), respectively, is appropriate. A short extension will enable the Debtors and their creditor constituents to continue good faith negotiations regarding the principal terms of a consensual restructuring. At this time, Lehman believes that a short extension will provide sufficient time for the Debtors and their creditor constituents to determine whether or not a consensual restructuring can be achieved. 3. Lehman reserves the right to reconsider the propriety of terminating exclusivity at

any time to the extent it determines that the facts and circumstances of these chapter 11 cases warrant such a termination and reserves the right to object to any extension of the Exclusive Periods beyond January 14, 2010 and March 15, 2010.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Motion.

WHEREFORE, Lehman respectfully requests that the Court (i) extend the Exclusive Filing Period to January 14, 2010 and the Exclusive Solicitation Period to March 15, 2010, and (ii) grant Lehman such other and further relief as the Court deems appropriate. Dated: New York, New York November 5, 2010

Respectfully submitted, DECHERT LLP

By: /s/ Michael J. Sage Michael J. Sage Brian E. Greer Andrew L. Buck 1095 Avenue of the Americas New York, New York 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599

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