Hearing Date: September 30, 2010, at 10:00 a.m. Objection Deadline: September 23, 2010, at 5:00 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 Nicole B. Herther-Spiro 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. : Jointly Administered : ------------------------------------------------------------ X OBJECTION OF LEHMAN ALI INC. TO MIDLAND LOAN SERVICES, INC.S LIMITED MOTION TO RECONSIDER FINAL ORDER AUTHORIZING THE DEBTORS TO (I) USE THE ADEQUATE PROTECTION PARTIES CASH COLLATERAL AND (II) PROVIDE ADEQUATE PROTECTION TO THE ADEQUATE PROTECTION PARTIES PURSUANT TO 11 U.S.C. 361, 362, AND 363 Lehman ALI Inc. (Lehman) 1 submits this limited objection (the Objection) to the Limited Motion to Reconsider Final Order Authorizing the Debtors to (I) Use the Adequate

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)

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Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363 [Dkt. No. 441] (the Limited Motion) filed by Midland Loan Services, Inc. (Midland), and represents as follows: 1. Lehman objects to the Limited Motion to the extent that, if granted, Midland

would be given special treatment. Should the Court grant any relief to Midland, such relief should not prejudice Lehman or any of the Debtors other secured creditors. 2. Midland asserts in the Limited Motion that the Court should reconsider two

provisions in the Final Order Authorizing the Debtors to (I) Use the Adequate Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363 [Dkt. No. 402] (the Final Order). Namely, Midland asserts that the Court should reconsider (x) the $5.5 million Carve Out granted in paragraph 7 of the Final Order and (y) the language of paragraph 6(c) ordering that the proceeds of Chapter 5 avoidance actions shall not be available for the payment of 507(b) claims. 3. First, if the Court concludes that Midlands collateral is not subject to the Carve

Out, that ruling should not force Lehman to bear any greater portion of the Carve Out than as currently provided under the Final Order. The Carve Out for professional fees is to be allocated as among the Debtors in accordance with the Allocation Percentage. Final Order 7(c). The Allocation Percentage is based on the Debtors EBITDA. Final Order 6(f)(vii). Lehman does not consent to any increase in the amount of Carve Out allocated to Lehman, and there is no justification for any such increase. In ruling on the Limited Motion, the Court should not change the allocation of the Carve Out as currently provided in the Final Order, or force Lehman to bear a disproportionate percentage of the Carve Out.
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.

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Second, if the Court determines that the proceeds of Chapter 5 avoidance actions

cannot be excepted from the funds available for the payment of 507(b) claims, such determination should apply equally to all of the Debtors secured creditors. Should the Court grant Midland relief on this issue, such relief should apply to Lehman as well. Again, there is no reason to give Midland special or better treatment. WHEREFORE, Lehman respectfully requests (i) that the amount of Carve Out allocated to Lehman not be increased as a result of any ruling on the Carve Out as it applies to Midland, (ii) if the Court determines that the proceeds of Chapter 5 avoidance actions must be available for payment of 507(b) claims, that such ruling apply equally to all secured creditors, and (iii) grant Lehman such other and further relief as the Court deems appropriate. Dated: New York, New York September 23, 2010 DECHERT LLP By:/s/ Michael J. Sage Michael J. Sage Brian E. Greer Nicole B. Herther-Spiro 1095 Avenue of the Americas New York, New York 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599