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 BEST WESTERN INTERNATIONAL, INC.S MOTION TO LIMIT TIME WITHIN WHICH DEBTOR MUST ASSUME OR REJECT EXECUTORY CONTRACT Lehman ALI Inc. (Lehman)1 submits this objection (the Objection) to the Amended Motion to Limit Time Within Which Debtor Must Assume or Reject Executory Contract [Dkt.

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.

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No. 219] (the Motion) 2 filed by Best Western International, Inc. (Best Western), and represents as follows: 1. In the Motion, Best Western requests that the Court impose a deadline of October

16, 2010, for the Debtors to assume or reject the Membership Agreement relating to the Best Western West Palm Beach Airport Inn, which hotel is the principal asset of one of the Floating Rate Debtors.3 Best Western asserts that the filing of the Debtors bankruptcy cases and the imposition of the automatic stay prevent Best Western from enforcing the terms and conditions of the Membership Agreement. 2. Best Western has failed to establish or even allege any reason that could

constitute cause for establishing a deadline to assume or reject the Membership Agreement. Under 365(d)(2) of the Bankruptcy Code, a chapter 11 debtor may assume or reject an executory contract or unexpired lease at any time before confirmation of a plan. When a party seeks to shorten this statutory period, the burden is on the movant to demonstrate cause. In re Dana Corp., 350 B.R. 144, 147 (Bankr. S.D.N.Y. 2006); see also Theater Holding Corp. v. Mauro, 681 F.2d 102, 106 (2d Cir. 1981) (asserting that the right of receivers or trustees to a reasonable time [to make the decision to assume or reject] is paramount). 3. Given the early stage of these chapter 11 cases, and the Motion being devoid of

any allegations that could constitute cause, the Court should deny the Motion. The Debtors hands should not be tied in this reorganization by the imposition of a gratuitous deadline to assume or reject the Membership Agreement.

Capitalized terms not defined herein shall have the meanings assigned to them in the Motion. A Best Western Membership Agreement is essentially a hotel franchise agreement. As this Court is aware, franchise agreements, including the Membership Agreement, are some of the most important and valuable assets of these bankruptcy estates.

WHEREFORE, Lehman respectfully requests that the Court deny the Motion and grant Lehman such other and further relief as the Court deems appropriate. Dated: New York, New York October 15, 2010 DECHERT LLP By:/s/Brian E. Greer 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