KILPATRICK STOCKTON LLP Todd C. Meyers, Esq. Rex R. Veal, Esq. Mark A. Fink, Esq.

1100 Peachtree Street, Suite 2800 Atlanta, GA 30309-4530 Telephone: (404) 815-6500 Facsimile: (404) 541-6555 Michael D. Crisp, Esq. Jonathan E. Polonsky, Esq. 31 West 52nd Street, 14th Floor New York, NY 10019 Telephone: (212) 775-8703 Facsimile: (212) 775- 8819 Counsel for TriMont Real Estate Advisors, Inc. as Special Servicer UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., Debtors.1 ) ) ) ) ) )

Hearing Date and Time: [TBD] Objection Deadline: [TBD]

Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: 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 Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (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 Financial Corporation (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.

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MOTION OF TRIMONT REAL ESTATE ADVISORS, INC., AS SPECIAL SERVICER, FOR AN ORDER TERMINATING THE AUTOMATIC STAY PURSUANT TO SECTION 362(d) OF THE BANKRUPTCY CODE AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 4001 TriMont Real Estate Advisors, Inc. (TriMont), as special servicer for the benefit of SASCO 2008-C2, LLC, as owner of all the economic and beneficial interests in the mezzanine loans identified on Exhibit A (SASCO or the Mezzanine Lender), hereby files this Motion (the Motion) pursuant to section 362(d) of Title 11, United States Code (the Bankruptcy Code) and Rule 4001 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) for entry of an order terminating the automatic stay to permit TriMont, on behalf of SASCO as secured party, to exercise the secured partys rights and remedies, based on the occurrence of an event of default, with respect to the collateral pledged by Debtor Grand Prix Mezz Borrower Floating 2 LLC and the collateral pledged by Debtor Grand Prix Mezz Borrower Term LLC, to secure their respective Mezzanine Loans (as defined below). In support of the Motion, TriMont respectfully represents as follows: PRELIMINARY STATEMENT Debtor Grand Prix Mezz Borrower Floating 2 LLC, a Delaware limited liability company (the Floating Rate Mezzanine Borrower), owns 100% of the membership interests in twenty separate property level debtors (the Floating Rate Pool), each of which is the owner of a hotel property. The hotel properties are encumbered by mortgages securing a floating rate loan (the Floating Rate Mortgage Loan) in the original principal amount of approximately $250 million with respect to which the property level debtors are co-borrowers and Lehman ALI Inc. (Lehman ALI) is the lender. At the time the Floating Rate Mortgage Loan was made to the property level debtors in the Floating Rate Pool, Lehman ALI also made a mezzanine loan to the Floating Rate Mezzanine

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Borrower in the original principal amount of approximately $117.6 million (the Floating Rate Mezzanine Loan). To secure repayment of the Floating Rate Mezzanine Loan, the Floating Rate Mezzanine Borrower pledged its membership interests in the property level debtors in the Floating Rate Pool and granted the lender a security interest in the membership interests. Subsequently, 100% of the economic and beneficial interests in the Floating Rate Mezzanine Loan was transferred to SASCO. The principal security and source of repayment for the Floating Rate Mezzanine Loan is the Floating Rate Mezzanine Borrowers membership interests in the property level debtors in the Floating Rate Pool. These membership interests represent the equity in the hotel properties owned by such property level debtors as well as the power to govern the conduct of the property level debtors in the Floating Rate Pool. Grand Prix Mezz Borrower Term LLC, a Delaware limited liability company (the Anaheim Mezzanine Borrower and, together with the Floating Rate Mezzanine Borrower, the Mezzanine Borrowers), owns 100% of the membership interest in KPA HS Anaheim LLC (KPA HS Anaheim). KPA HS Anaheim owns the property known as the Hilton Suites in Anaheim, California (the Anaheim Hotel). The Anaheim Hotel is encumbered by a mortgage securing a loan of approximately $13.7 million (the Anaheim Mortgage Loan), of which Lehman ALI is the owner. On or about June 29, 2007, Lehman ALI made a mezzanine loan to the Anaheim Mezzanine Borrower in the original principal amount of $21.3 million (the Anaheim Mezzanine Loan and, together with the Floating Rate Mezzanine Loan, the Mezzanine Loans ). To secure repayment of the Anaheim Mezzanine Loan, the Anaheim Mezzanine Borrower pledged its 100% membership interest in KPA HS Anaheim and granted the lender a security interest in the membership interest. Subsequently, 100% of the economic and beneficial interests in the Anaheim Mezzanine Loan was transferred to SASCO. The principal security and source of

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repayment for the Anaheim Mezzanine Loan is the Anaheim Mezzanine Borrowers membership interest in KPA HS Anaheim. This membership interest represents the equity in the Anaheim Hotel as well as the power to govern the conduct of Debtor KPA HS Anaheim. As the Court is aware, the Debtors, including the Mezzanine Borrowers, are parties to a Plan Support Agreement with Lehman ALI (the PSA). Under the plan which each of the Debtors, including the Mezzanine Borrowers, have committed to propose, the debts owing under the respective Mezzanine Loans are to be deemed cancelled, and the Mezzanine Lender will not retain any property or interest on account of such debts. (Plan Term Sheet p. 2). In short, the membership interests that secure the Mezzanine Loans, respectively, will cease to exist.2 The Debtors position is that there is no equity in the hotel properties in the Floating Rate Pool. Though TriMont strongly disagrees with this position, TriMont acknowledges that the value of these properties in excess of the Floating Rate Mortgage Loan is insufficient to cover fully the approximately $112.2 million in principal owed on the Floating Rate Mezzanine Loan. Thus, the parties are in agreement that there is no equity in the collateral that secures the Floating Rate Mezzanine Loan, namely, the membership interests in the property level debtors in the Floating Rate Pool. Though not reflected in the PSA or plan term sheet attached thereto, the Debtors appear to acknowledge now that there is value in the Anaheim Hotel above the Anaheim Mortgage Loan. Nevertheless, the parties agree that there is insufficient value above the Anaheim Mortgage Loan to cover fully the $21.3 million Anaheim Mezzanine Loan. Thus, there is no equity in the collateral that secures the Anaheim Mezzanine Loan, namely, the 100% membership interest in KPA HS Anaheim owned by the Anaheim Mezzanine Borrower.

See also Plan Term Sheet attached as Exhibit B to PSA, p. 4.

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Section 362(d)(2) of the Bankruptcy Code provides that the court shall grant relief from the automatic stay, with respect to a stay of an act against property, if the debtor does not have an equity in such property and such property is not necessary to an effective reorganization. 11 U.S.C. 362(d). As explained above, because the hotel properties in the Floating Rate Pool are of insufficient value to cover fully both the Floating Rate Mortgage Loan and the Floating Rate Mezzanine Loan, there is no equity in the membership interests that secure the Floating Rate Mezzanine Loan. Similarly, because the value of the Anaheim Hotel is insufficient to cover fully both the Anaheim Mortgage Loan and the Anaheim Mezzanine Loan, there is no equity in the membership interest that secures the Anaheim Mezzanine Loan. Further, these membership interests, which will not survive confirmation of the contemplated plan, are not necessary to an effective reorganization of the respective Mezzanine Borrowers. Accordingly, the stay should be terminated pursuant to section 362(d)(2) of the Bankruptcy Code to permit TriMont, on behalf of SASCO, to exercise the rights and remedies afforded the Mezzanine Lender, upon the occurrence of an event of default, under the respective Mezzanine Loan Agreements, the pledge and security agreements, and applicable law with respect to the membership interests that serve as collateral for the Mezzanine Loans, respectively. The automatic stay should be terminated for the further reason that it is being used as a sword rather than a shield in the Mezzanine Borrowers bankruptcy cases. Under section 362(d)(1) of the Bankruptcy Code, the court shall grant relief from the stay for cause. The plan envisioned by the PSA will result in the extinction of the Mezzanine Lenders collateral, yet the owners of the collateral the Floating Rate Mezzanine Borrower and the Anaheim Mezzanine Borrower, respectively fully support the plan. Holding the Mezzanine Lender hostage to the automatic stay under these circumstances is not a proper use of the automatic stay, and cause

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exists to terminate the stay to permit the Mezzanine Lender to protect its interest in its collateral. The Motion should be granted. JURISDICTION AND VENUE 1. This Court has jurisdiction over the subject matter of the 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. 2. The statutory and procedural predicates upon which relief is requested are section

362(d) of the Bankruptcy Code and Bankruptcy Rule 4001(a)(1), respectively. BACKGROUND The Mezzanine Lenders Mezzanine Loans 3. Twenty separate property level owners (the Floating Rate Property Level

Borrowers)3 are co-borrowers under a loan agreement dated as of June 29, 2007 (as amended, the Floating Rate Mortgage Loan Agreement) with Lehman ALI as lender. The Floating Rate Mortgage Loan Agreement provides for a mortgage loan (defined earlier herein as the Floating Rate Mortgage Loan) to the Floating Rate Property Level Borrowers in the original principal amount of $250 million, collateralized by the twenty hotels owned by the Floating Rate Property Level Borrowers (the Floating Rate Property Level Collateral).4 4. Grand Prix Mezz Borrower Floating 2 LLC (defined earlier herein as the Floating

Rate Mezzanine Borrower) is the owner of the membership interests in the Floating Rate
3

A list of the Floating Rate Property Level Borrowers is set forth on Exhibit B.

TriMont understands the outstanding principal balance of the Floating Rate Mortgage Loan as of the Petition Date (defined below) to be approximately $220.2 million after application to the debt shortly before the Petition Date of approximately $17.5 million that had been deposited with Lehman ALI to fund certain property improvement programs, or PIPs and for other purposes (collectively, the Applied Funds). A Lehman ALI affiliate now proposes to recycle the Applied Funds through debtor-in-possession financing, albeit with significant additional entitlements not available to Lehman ALI had it funded the PIPs with the deposited funds as contemplated.

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Property Level Borrowers. On or about June 29, 2007, Lehman ALI made a loan to the Floating Rate Mezzanine Borrower in the original principal amount of $117,658,725.00, evidenced by, among other things, that certain mezzanine loan agreement (as amended, the Floating Rate Mezzanine Loan Agreement) dated as of June 29, 2007, and a promissory note of even date therewith. As of May 22, 2008, certain Lehman ALI affiliates, namely, Lehman Brothers Holdings Inc. (LBHI) and/or Lehman Commercial Paper Inc. (LCPI), owned the Floating Rate Mezzanine Loan. On or about May 22, 2008, LBHI and LCPI, as sellers, sold and conveyed to SASCO, as purchaser, among other things, a 100% participation interest in the Floating Rate Mezzanine Loan. As a consequence of this sale and conveyance, the sellers retained only bare legal title and no economic interest in the Floating Rate Mezzanine Loan, and SASCO, the Mezzanine Lender, became the holder of all of the economic and beneficial interests in the Floating Rate Mezzanine Loan.5 The membership interests in the Floating Rate Property Level Borrowers owned by the Floating Rate Mezzanine Borrower (the Floating Rate Mezzanine Collateral) secure repayment of the Floating Rate Mezzanine Loan, 100% of the economic and beneficial interests in which is held by SASCO.6 As a result, the equity in the Floating Rate Property Level Collateral, consisting principally of 20 hotel properties, constitutes the primary collateral and source of recovery for the Floating Rate Mezzanine Loan. Events of Default have occurred under the Floating Rate Mezzanine Loan Agreement, including without

See Master Participation Agreement, dated as of May 22, 2009, between LBHI and LCPI (as the Sellers) and SASCO (as the Purchaser), pp. 6-8, a true copy of which is attached as Exhibit K to the Declaration of Travis Shelhorse dated August 30, 2010, filed in support of this Motion (cited hereinafter as Shelhorse Decl.).
6

The documents evidencing the Floating Rate Mezzanine Borrowers obligation to repay the Floating Rate Mezzanine Loan; the pledge of, and grant of a security interest in, the Floating Rate Mezzanine Collateral to the Mezzanine Lender to secure the Floating Rate Mezzanine Borrowers obligations under the Floating Rate Mezzanine Loan Agreement; the perfection of the Mezzanine Lenders security interest in the Floating Rate Mezzanine Collateral; and the occurrence of events of default under the Floating Rate Mezzanine Loan Agreement are identified on Exhibit C attached to the Motion, and true copies of such documents (the Floating Rate Mezzanine Loan Documents) are attached as Exhibits C through K of the Shelhorse Declaration.

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limitation the occurrence of Events of Default under the Floating Rate Mortgage Loan Agreement. Floating Rate Mezzanine Loan Agreement, 8.1(a)(xxx). KPA HS Anaheim is the obligor under a loan agreement dated as of June 14, 2005 (as amended, the Anaheim Mortgage Loan Agreement). The Anaheim Mortgage Loan Agreement provides for a mortgage loan under which KPA HS Anaheim is obligated in the original principal amount of $13.7 million, collateralized by the Anaheim Hotel. 5. Grand Prix Mezz Borrower Term LLC (the Anaheim Mezzanine Borrower and,

with the Floating Rate Mezzanine Borrower, the Mezzanine Borrowers), is the owner of 100% of the membership interest in KPA HS Anaheim. On or about June 29, 2007, Lehman ALI made a loan to the Anaheim Mezzanine Borrower in the original principal amount of $21,300,000.00, evidenced by, among other things, a mezzanine loan agreement dated as of June 29, 2007 (as amended, the Anaheim Mezzanine Loan Agreement) and a promissory note of even date therewith. As of May 22, 2008, LBHI and/or LCPI owned the Anaheim Mezzanine Loan. On or about May 22, 2008, LBHI and LCPI, as sellers, sold and conveyed to SASCO, as purchaser, among other things, a 100% participation interest in the Anaheim Mezzanine Loan. As a consequence of this sale and conveyance, the sellers retained only bare legal title and no economic interest in the Anaheim Mezzanine Loan, and SASCO became the holder of all of the economic and beneficial interests in the Anaheim Mezzanine Loan. The Anaheim Mezzanine Borrowers membership interest in KPA HS Anaheim (the Anaheim Mezzanine Collateral and, with the Floating Rate Mezzanine Collateral, the Mezzanine Collateral) secures repayment of the Anaheim Mezzanine Loan, 100% of the economic and beneficial interests in which is held by SASCO.7 As a result, the equity in the Anaheim Hotel constitutes the primary

The documents evidencing the Anaheim Mezzanine Borrowers obligation to repay the Anaheim Mezzanine Loan; the pledge of, and grant of a security interest in, the Anaheim Mezzanine Collateral to the Mezzanine Lender to

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collateral and source of recovery for the Anaheim Mezzanine Loan.8 Events of Default have occurred under the Anaheim Mezzanine Loan Agreement, including without limitation the occurrence of Events of Default under the Anaheim Mortgage Loan Agreement. Anaheim Mezzanine Loan Agreement, 8.1(a)(xxx). Commencement of the Debtors Cases 6. On July 19, 2010 (the Petition Date), Innkeepers USA Trust and certain of its

affiliates, including the Floating Rate Property Level Borrowers, the Floating Rate Mezzanine Borrower, KPA HS Anaheim and the Anaheim Mezzanine Borrower (collectively, the Debtors), filed voluntary petitions for relief under chapter 11 of Title 11, United States Code (the Bankruptcy Code). 7. The Debtors are debtors-in-possession and continue to operate their businesses

pursuant to sections 1107 and 1108 of the Bankruptcy Code. On August 11, 2010, a motion to appoint an examiner was filed in the Debtors cases. A hearing to consider that motion has been scheduled for September 1, 2010. 8. An official committee of unsecured creditors was appointed on July 28, 2010.

secure the Anaheim Mezzanine Borrowers obligations under the Anaheim Mezzanine Loan Agreement; the perfection of the Mezzanine Lenders security interest in the Anaheim Mezzanine Collateral; and the occurrence of events of default under the Anaheim Mezzanine Loan Agreement are identified on Exhibit D attached to the Motion, and true copies of such documents (the Anaheim Mezzanine Loan Documents) are attached as Exhibits K through U to the Shelhorse Declaration. Contrary to the averment in paragraph 31 of the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33] (the Craven Declaration) that, pursuant to an intercreditor agreement, the Anaheim Mezzanine Loan is subordinate to not only the obligations due pursuant to the Anaheim Mortgage Loan Agreement but also obligations due under the Floating Rate Mortgage Loan Agreement, the Anaheim Mezzanine Loan is only subordinate to the obligations due under the Anaheim Mortgage Loan Agreement (such subordination also being subject to certain exceptions). TriMont understands that the Debtors have acknowledged this mistake and will be filing a further amendment to the Craven Declaration to correct this error.
8

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The Debtors Plan Support Agreement 9. On the Petition Date, the Debtors filed the Craven Declaration. The PSA by and

among the Debtors and Lehman ALI was filed as an exhibit to the Craven Declaration. At the same time, the Debtors filed a motion in which they sought to assume the PSA in accordance with section 365 of the Bankruptcy Code. 10. The plan envisioned by the PSA provides, among other things, that Lehman ALI will receive, in satisfaction of its secured mortgage claims in respect of the Floating Rate Mortgage Loan debt, 100% of the issued and outstanding new shares of common stock issued by all of the reorganized Debtors. Other key elements of the Debtors plan dictated by the PSA include the following: The remaining property level secured lenders will receive new secured notes with a value that is no less than the value of the collateral securing their pre-petition debt; The Mezzanine Loans will be deemed cancelled and the Mezzanine Lender will receive no distribution in respect thereof;9 Unsecured creditors will receive a share of a cash allocation; and Holders of interests in the Debtors, including common and preferred stock, will have their interests cancelled, and no distributions will be made on account of such interests. 11. On information and belief, Lehman ALI is the only significant creditor of the Debtors that has agreed to the terms of the PSA. 12. The PSA prohibits both Lehman ALI and the Debtors from negotiating, supporting, or engaging in any discussions relating to any alternate chapter 11 plan. PSA, Section 4(a)(iii).

As discussed in Argument section B.1.c.(ii)., infra, the Debtors appear to have understood the PSA to treat the Anaheim Mezzanine Loan together with Other Secured Debt which will receive some as yet unspecified portion of $150 million in new mortgage notes spread over several different loans. The filed PSA provides otherwise.

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13. The PSA obligates the Debtors to meet certain Plan Milestones or risk termination of the PSA. For instance, the Debtors must, among other things: (1) file a plan and disclosure statement consistent with the PSA no later than 45 days after the Petition Date; (2) obtain approval of a disclosure statement consistent with the PSA no later than 120 days after the Petition Date; (3) obtain an order confirming a plan consistent with the PSA no later than 240 days after the Petition Date; and (4) implement a Plan Effective Date no later than 270 days after the Petition Date. Failure of the Debtors to meet any of these timelines constitutes a Termination Event10. 14. Additionally, Section 8(b) of the PSA provides that, upon the occurrence of select Termination Events, the Debtors must choose between immediate stay relief in favor of Lehman ALI or a section 363 sale of the Floating Rate Property Level Collateral at which Lehman ALI will have the right to credit bid the unpaid balance of the Floating Rate Mortgage Loan: As long as this Agreement has not otherwise been terminated, (x) upon the occurrence of a Termination Event set forth in Section 6(a)(vii) or 6(a)(viii); (y) if a trustee is appointed for the Chapter 11 Cases of all those Debtors obligated under the Floating Rate Debt, Fixed Rate Debt, Mezzanine Debt, and Other Secured Debt, or (z) if the company files a motion to dismiss all of the Chapter 11 Cases for those Debtors obligated under the Floating Rate Debt, Fixed Rate Debt, Mezzanine Debt, and Other Secured Debt, the Company shall, immediately upon the occurrence of such Termination Event, elect one of the following remedies, provided, however, that if the company fails to make such election within one day after the occurrence of the applicable Termination Event, Lehman shall have the right to elect either option: (i) The Company will be deemed to have consented to the modification of the automatic stay to permit Lehman to exercise any and all remedies with respect to the [Floating Rate Property Level Collateral], the automatic stay shall be so modified and no further Bankruptcy Court approval shall be required; or

10

All capitalized undefined terms used herein shall have the meanings ascribed to them in either the Craven Declaration or the PSA.

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(ii) The Company will sell the [Floating Rate Property Level Collateral] pursuant to Section 363 of the Bankruptcy Code, subject to the following conditions, which shall be incorporated into any order approving this Agreement: (i) the sale procedures shall be agreed upon no later than 120 days after the Petition Date; (ii) Lehman shall have the right to credit bid the Floating Rate Debt; (iii) if sale proceeds are not paid to Lehman within 60 days of the Termination Event, title to the [Floating Rate Property Level Collateral] shall be conveyed to Lehman free and clear of all liens, claims and encumbrances; (iv) the 60-day period shall not be extended and the Company waives its right to seek any extension (sic) such period. PSA, Section 8(b). 15. Specifically, Lehman ALI will be entitled to immediate relief from stay or a section 363 sale of the Floating Rate Property Level Collateral if the Debtors do not (1) obtain an order confirming a plan consistent with the PSA within 240 days after the Petition Date and (2) implement a Plan Effective Date within 270 days after the Petition Date. PSA, Sections 6(a)(vii)-(viii) and 8(b)(i)-(ii). REQUESTED RELIEF 16. TriMont, on behalf of the Mezzanine Lender, moves for entry of an order terminating the automatic stay in effect in the Floating Rate Mezzanine Borrowers bankruptcy case pursuant to section 362(d) of the Bankruptcy Code and Bankruptcy Rule 4001 to permit TriMont, on behalf of the Mezzanine Lender, to exercise any and all rights and remedies available to the secured party, upon the occurrence of an Event of Default, under the Floating Rate Mezzanine Loan Documents and applicable law with respect to the Floating Rate Mezzanine Collateral. 17. TriMont, on behalf of the Mezzanine Lender, also moves for entry of an order terminating the automatic stay in effect in the Anaheim Mezzanine Borrowers bankruptcy case pursuant to section 362(d) of the Bankruptcy Code and Bankruptcy Rule 4001 to permit TriMont, on behalf of the Mezzanine Lender, to exercise any and all rights and remedies

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available to the secured party, upon the occurrence of an Event of Default, under the Anaheim Mezzanine Loan Documents and applicable law with respect to the Anaheim Mezzanine Collateral. ARGUMENT A. INTRODUCTION 18. Section 362 of the Bankruptcy Code and Bankruptcy Rule 4001(a) govern motions for relief from the automatic stay. Section 362(d), which sets forth the grounds for granting relief, provides: the court shall grant relief from the stay: (1) for cause, including the lack of adequate protection of an interest in property of such party in interest; (2) with respect to a stay of an act against property under subsection (a) of this section, if (A) the debtor does not have an equity in such property; and (B) such property is not necessary to an effective reorganization . . . . 11 U.S.C. 362(d). 19. Subsections (d)(1) and (d)(2) are disjunctive, meaning the court will lift the

automatic stay if the movant prevails under either section 362(d)(1) or section 362(d)(2) of the Bankruptcy Code. In re Elmira Litho, Inc., 174 B.R. 892, 900 (Bankr. S.D.N.Y. 1994) (citing In re Touloumis, 170 B.R. 825, 827 (Bankr. S.D.N.Y. 1994); In re de Kleinman, 156 B.R. 131, 136 (Bankr. S.D.N.Y. 1993); In re Diplomat Electronics Corp., 82 B.R. 688, 692 (Bankr. S.D.N.Y. 1988)); Nazareth Natl Bank v. Trina-Dee, Inc., 731 F.2d 170, 171 (3d Cir. 1984) (subsections (1) and (2) are plainly disjunctive. Only in cases where the court finds an equity in the debtor or where the court finds that the property is necessary to an effective reorganization is it necessary to consider the first ground for relief from stay the adequacy of protection of the secured party seeking relief.).

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20. Section 362(g) then sets forth the burdens of proof on a motion for relief; it provides: In any hearing under subsection (d) or (e) of this section concerning relief from the stay of any act under subsection (a) of this section (1) the party requesting such relief has the burden of proof on the issue of the debtors equity in property; and (2) the party opposing such relief has the burden of proof on all other issues. 11 U.S.C. 362(g). 21. The automatic stay in the Mezzanine Borrowers respective bankruptcy cases should be terminated pursuant to section 362(d)(2) of the Bankruptcy Code to permit the Mezzanine Lender to exercise its rights and remedies with respect to the respective Mezzanine Collateral, upon the occurrence of an Event of Default, under the applicable mezzanine loan documents and applicable law, because neither Mezzanine Borrower has any equity in the respective Mezzanine Collateral and the Mezzanine Collateral is not necessary to an effective reorganization of the respective Mezzanine Borrowers. The requested relief also should be granted pursuant to section 362(d)(1) of the Bankruptcy Code because ample cause exists. B. RELIEF FROM THE AUTOMATIC STAY SHOULD BE GRANTED UNDER SECTION 362(d)(2) OF THE BANKRUPTCY CODE BECAUSE NEITHER MEZZANINE BORROWER HAS ANY EQUITY IN THE RESPECTIVE MEZZANINE COLLATERAL AND THE MEZZANINE COLLATERAL IS NOT NECESSARY TO AN EFFECTIVE REORGANIZATION OF THE RESPECTIVE MEZZANINE BORROWERS The Debtors Have no Equity in the Mezzanine Collateral a. Test to Determine if a Debtor has Equity in Collateral Subject to a Motion for Relief 22. [T]he secured creditor who seeks relief from the automatic stay under 362(d)(2) must demonstrate (1) the amount of its claim, (2) that its claim is secured by a valid, perfected

1.

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lien in property of the estate, and (3) that the debtor lacks equity in the property. In re Elmira Litho, Inc., 174 B.R. at 900 901 (citations omitted). 23. In calculating the Debtors equity under this section the court looks at the difference, if any, between the value of the property at issue and all encumbrances against it a concept separate and apart from that of adequate protection under section 362(d)(1) of the Bankruptcy Code. In re Garsal Realty, Inc. 98 B.R. 140, 153 (Bankr. N.D.N.Y. 1989). If the movant holds the only lien on the property (as is the case with respect to the Mezzanine Lenders security interest in the subject membership interests) and the debt secured by the property exceeds the value of the property the debtor does not have any equity in such property. Id. at 154 (citing United States Savings Association of Texas v. Timbers of Inwood Forest Associates, Ltd., 484 U.S. 365, 108 S. Ct. 326, 332 (1988)). b. 24. The Liens on the Mezzanine Collateral The unpaid principal balance on the Floating Rate Mezzanine Loan as of the

Petition Date was $112,223,846. The unpaid principal balance on the Anaheim Mezzanine Loan was $21,300,000.11 25. TriMont is unaware of any liens on the Mezzanine Collateral other than the lien of the Mezzanine Lender on the Floating Rate Mezzanine Collateral and the Anaheim Mezzanine Collateral. In any event, whether additional perfected liens exist is irrelevant because TriMont and the Debtors agree that the Mezzanine Loans are undersecured, signifying that there is no equity in the Mezzanine Collateral. c. The Debtors Lack any Equity in the Mezzanine Collateral

11

See Shelhorse Decl. Exhibit A.

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26. The Debtors admissions in both publicly filed documents and through their Chief Restructuring Officer demonstrate that the Debtors do not believe that they have any equity in the Mezzanine Collateral. (i) The Plan Term Sheet Attached to the PSA Evidences the Debtors Belief That There is no Equity in the Mezzanine Collateral

27. The plan term sheet states in relevant part: The Mezzanine Debt will be deemed cancelled, and the Mezzanine Lender will not retain any property or interest on account of such debt under the Plan. Plan Term Sheet, p.2. If the Debtors believed the membership interests had any value (let alone value in excess of the Mezzanine Loan, which is the relevant inquiry), they could not have proposed that the interests would be cancelled and the Mezzanine Lender would receive nothing under the plan. Though TriMont, on behalf of the Mezzanine Lender, disputes that the membership interests have no value, it acknowledges, in the case of the Floating Rate Pool, that the value of the twenty hotel properties is insufficient to cover fully the Floating Rate Mortgage Loan and the Floating Rate Mezzanine Loan. Similarly, though TriMont contends that there is value in the Anaheim Hotel in excess of the amount owed on the Anaheim Mortgage Loan, it acknowledges that the value of the Anaheim Hotel is insufficient to cover fully the Anaheim Mortgage Loan and the Anaheim Mezzanine Loan. In short, the Floating Rate Mezzanine Loan and the Anaheim Mezzanine Loan are undersecured, and therefore, there can be no equity in the Mezzanine Collateral. (ii) The Testimony of the Debtors CRO Confirms That There is no Equity in the Mezzanine Collateral

28. On August 12, 2010, the Debtors Chief Restructuring Officer, Marc A. Beilinson, testified that the value of the twenty hotels in the Floating Rate Pool securing the Floating Rate Mortgage Loan is insufficient to cover the debt owed on that loan. See Deposition of Marc A Beilinson, Chief Restructuring Officer for all the Debtors (the Beilinson Deposition); 191:8-

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16. Though TriMont disputes that the value of these properties does not exceed the Floating Rate Mortgage Loan debt, Mr. Beilinsons statement is a tacit admission that the value of the Floating Rate Mezzanine Collateral is less than the debt owed on the Floating Rate Mezzanine Loan. 29. With respect to the Anaheim Mortgage Loan and the Anaheim Mezzanine Loan, Mr. Beilinson testified that he believed there is value in the Anaheim Hotel above the Anaheim Mortgage Loan, but the excess value cannot be more than $10 million. Beilinson Deposition, 175: 11 19. Because the principal balance owing on the Anaheim Mezzanine Loan is $21.3 million, based on Mr. Beilinsons testimony, there is no equity in the Anaheim Mezzanine Collateral. 30. The facts in Farmers Market National Bank v. Gilece (In re Gilece), 7 B.R. 469 (Bankr. E.D. Pa. 1980) illustrate that there is no equity in the Mezzanine Collateral for purposes of section 362(d)(2)(A). In Gilece, the debtor executed a series of promissory notes secured by 100% of the shares of stock in a company in which the Debtor formerly served as president. Id. at 471. The court concluded that the value of the shares was equal to the net asset value of the company. The net asset value was less than the total debt owed. Because the value of the shares was less than the total debt owed, the debtor had no equity in the shares, and the movant was found to have satisfied the requirement of section 362(d)(2)(A) of the Bankruptcy Code. Id. at 472; see also In re Garsal Realty Inc., 98 B.R. at 153. 2. The Membership Interests are not Necessary for a Successful Reorganization 31. Once it is established that there is no equity in the Mezzanine Collateral, the Debtors must prove that such property is necessary to an effective reorganization to prevent stay relief from being granted pursuant to section 362(d)(2) of the Bankruptcy Code. 11 U.S.C. 362(d)(2)(B) and (g).

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32. The Debtors cannot carry this burden because the membership interests in property level debtors owned by the Floating Rate Mezzanine Borrower and the Anaheim Mezzanine Borrower, respectively, are not necessary to the achievement of an effective plan of reorganization. The PSA and the plan envisioned by the PSA contemplate that the old equity in the Debtors will be extinguished, new equity will be issued to Lehman ALI, and Lehman ALI will sell one-half of the new equity to Apollo Investment Corporation. The plan term sheet states in pertinent part: The following are the proposed principal terms of a restructuring transaction between Lehman ALI Inc. (Lehman), as mortgage lender and Innkeepers USA Trust (Innkeepers and, collectively with its subsidiaries, the Company). The transaction (the Transaction) contemplates a conversion of the Companys obligations under that certain mortgage loan agreement dates as of June 29, 2007, among Lehman and the affiliates of the Company parties thereto (the Floating Rate Debt), collateralized by 20 of the Companys properties (the Floating Rate Collateral) into all the equity of the reorganized Company (as set forth herein). Plan Term Sheet, p. 1 (footnote omitted). 33. The plan term sheet further states that: The Mezzanine Debt will be deemed cancelled, and the Mezzanine Lender will not retain any property or interest on account of such debt under the Plan. Id., p. 2. Based on the foregoing, the plan envisioned in the PSA contemplates that the old equity in the Debtors (including the equity in the Floating Rate Property Level Borrowers and KPA HS Anaheim) will be wiped out and the new equity in the reorganized Debtors (including the equity in the Floating Rate Property Level Borrowers and KPA HS Anaheim) will be issued to Lehman ALI. 34. Finally, with respect to the Floating Rate Mezzanine Borrower, it is not even contemplated that that entity will survive confirmation of a plan. As the Debtors CRO has

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testified regarding the expected corporate structure upon consummation of the contemplated plan: Q: Do you have an understanding of the corporate structure of the enterprise postemergence? A: Not specifically as we sit here today.

Q: Okay. With respect to Grand Prix Mezz Borrower Floating 2, LLC, do you know whether that entity will continue to exist postemergence? A: I doubt it.

Beilinson Deposition 196:20-197:2. 35. Under these circumstances, the Debtors cannot carry the burden of proving that the Mezzanine Collateral (consisting of the old equity interests in the Floating Rate Property Level Borrowers and KPA HS Anaheim) is necessary to an effective reorganization. Accordingly, both prongs of section 362(d)(2) are satisfied, and TriMont, on behalf of SASCO, is entitled to relief from the automatic stay. C. RELIEF FROM THE AUTOMATIC STAY ALSO SHOULD BE GRANTED UNDER SECTION 362(d)(1) OF THE BANKRUPTCY CODE FOR CAUSE Standard to Determine if Cause Exists to Lift the Automatic Stay 36. Whether cause exists for relief from the automatic stay must be determined on a case-by-case basis based on the totality of 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

1.

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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). 37. Section 362(d)(1) of the Bankruptcy Code 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). 2. Cause Exists to Grant Stay Relief Because the Debtors are Using the Automatic Stay as a Sword to Extinguish the Mezzanine Collateral 38. A fundamental principle recognized by courts in the Second Circuit and other jurisdictions is that the automatic stay is intended to act as a shield, not a sword. 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. 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). 39. In this case, the automatic stay is not being employed as a shield to prevent dismemberment of the estates of the Mezzanine Borrowers and to preserve and maximize value for the benefit of their stakeholders, including the Mezzanine Lender. Instead, the stay is being

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employed as a sword to hamstring the Mezzanine Lender while the estates are dismembered and the Mezzanine Collateral is extinguished. 40. If the Mezzanine Borrowers were interested in preserving and maximizing value for their stakeholders, they would cause the property level debtors they own and control to propose a plan that restructures the mortgage debt held by Lehman ALI, thereby preserving the equity in these property level debtors for the benefit of their stakeholders. Instead, they are complicit in a plan that will sacrifice that equity unless the stay is lifted to permit the Mezzanine Lender to realize on the Mezzanine Collateral, take control of the property level debtors and accomplish a successful restructuring. 41. It would be a perversion of the automatic stay to deny the Mezzanine Lender recourse to its collateral while the Mezzanine Borrowers preside over their own demise and the extinguishment of the collateral. Because the stay is being used as a sword rather than a shield, cause exists to terminate the stay under section 362(d)(1) of the Bankruptcy Code, as requested by TriMont.12 WAIVER OF MEMORANDUM OF LAW 42. Because this Motion presents no novel issues of law and the authorities relied upon by TriMont are set forth herein, TriMont respectfully requests that the Court waive the requirement for the filing of a separate memorandum of law in support of this Motion pursuant to L.B.R. 9013-1(b). TriMont reserves the right to file a memorandum in reply to any objection to this Motion.

12

Because the proposed plan envisions the extinguishment of the Mezzanine Collateral, cause also exists to lift the automatic stay for lack of adequate protection of TriMonts interest in the Mezzanine Collateral.

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WHEREFORE, TriMont respectfully requests that the Court: (i) enter an order terminating the automatic stay substantially in the form tendered with this Motion; and (ii) grant TriMont such other and further relief as is just and proper.

Dated: August 31, 2010.

KILPATRICK STOCKTON LLP By: /s/ Todd C. Meyers Todd C. Meyers, Esq. (GA Bar No. 503756) Rex R. Veal, Esq. (GA Bar No. 726607) Mark A. Fink, Esq. (NY Bar No. MF 8665) 1100 Peachtree Street, Suite 2800 Atlanta, GA 30309-4530 Telephone: (404) 815-6500 Facsimile: (404) 541-6555 tmeyers@kilpatrickstockton.com rveal@kilpatrickstockton.com mfink@kilpatrickstockton.com Michael D. Crisp, Esq. (GA Bar No. 196620) Jonathan E. Polonsky, Esq. (NY Bar No. JP 5877) 31 West 52nd Street, 14th Floor New York, NY 10019 Telephone: (212) 775-8703 Facsimile: (212) 775- 8819 mcrisp@kilpatrickstockton.com jpolonsky@kilpatrickstockton.com Counsel for TriMont Real Estate Advisors, Inc. as Special Servicer

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EXHIBIT A

TriMont Real Estate Advisors, Inc. is the Special Servicer with respect to the mezzanine loans identified below and is authorized to act on behalf of SASCO 2008-C2, LLC, the owner of all of the economic and beneficial interests in such mezzanine loans.

1.

Borrower: Grand Prix Mezz Borrower Term LLC Guarantor: Grand Prix Holding, LLC Operating Lessee: Grand Prix Anaheim Orange Lessee LLC Date: June 29, 2007 (and as subsequently amended from time to time) Original Principal Balance: $21,300,000.00 Unpaid Principal Balance as of the Petition Date: $21,300,000.00 Borrower: Grand Prix Mezz Borrower 2 Floating LLC Guarantor: Grand Prix Holdings , LLC Operating Lessee: Grand Prix Floating Lessee LLC Date: June 29, 2007 (and as subsequently amended from time to time) Original Principal Balance: $117,658,725.00 Unpaid Principal Balance as of the Petition Date: $112,223,846.00

2.

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EXHIBIT B FLOATING RATE PROPERTY LEVEL BORROWERS

Borrower Name KPA/GP Valencia LLC Grand Prix West Palm Beach LLC KPA/GP Ft. Walton LLC Grand Prix Ft. Wayne LLC Grand Prix Indianapolis LLC KPA/GP Louisville (HI) LLC Grand Prix Bulfinch LLC Grand Prix Woburn LLC Grand Prix Rockville LLC Grand Prix East Lansing LLC Grand Prix Grand Rapids LLC Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC Grand Prix Atlantic City LLC Grand Prix Montvale LLC Grand Prix Morristown LLC Grand Prix Albany LLC Grand Prix Addison (SS) LLC Grand Prix Harrisburg LLC Grand Prix Ontario LLC

Bankruptcy Case Number 10-13893 10-13875 10-13890 10-13829 10-13838 10-13892 10-13816 10-13879 10-13862 10-13822 10-13833 10-13871 10-13872 10-13811 10-13849 10-13850 10-13805 10-13804 10-13834 10-13855

Property Embassy Suites, Valencia, CA Best Western, West Palm Beach, FL Sheraton Four Points, Fort Walton Beach, FL Residence Inn, Fort Wayne, IN Residence Inn, Indianapolis, IN Hampton Inn Louisville Downtown, Louisville, KY Bulfinch, Boston, MA Hampton Inn, Woburn, MA Sheraton, Rockville, MD Residence Inn, East Lansing, MI Residence Inn, Grand Rapids, MI Residence Inn Troy Central, Troy, MI Residence Inn Troy Southeast, Madison Heights, MI Courtyard, Atlantic City, NJ Courtyard, Montvale, NJ Westin Inn, Morristown, NJ Hampton Inn Albany, Cohoes, NY Summerfield Suites, Addison, TX Residence Inn, Harrisburg, PA Residence Inn, Ontario, CA

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EXHIBIT C Floating Rate Mezzanine Loan Documents Supporting Mezzanine Lenders Perfected Security Interest in the Floating Rate Mezzanine Collateral 1) Mezzanine Loan Agreement Dated as of June 29, 2007 Between Grand Prix Mezz Borrower 2 Floating LLC, as Borrower and Lehman ALI Inc. as Lender First Amendment to Mezzanine Loan Agreement dated as of September 9, 2008 Between Grand Prix Mezz Borrower 2 Floating LLC, as Borrower and Lehman ALI Inc., as Lender and Acknowledged and Agreed to by Grand Prix Holdings, LLC as Guarantor and Apollo Investment Corporation as Guarantor Second Amendment to Mezzanine Loan Agreement Dated as of January 9, 2009 Between Grand Prix Mezz Borrower 2 Floating LLC, as Borrower and Lehman ALI Inc., as Lender and Acknowledged and Agreed to by Grand Prix Holdings, LLC as Guarantor and Apollo Investment Corporation as Guarantor Third Amendment to Mezzanine Loan Agreement and Other Loan Documents Dated as of July 31, 2009 and Made Effective as of July 9, 2009 Between Grand Prix Mezz Borrower 2 Floating LLC, as Borrower and Lehman ALI Inc., as Lender and Acknowledged and Agreed to by Grand Prix Holdings, LLC as Guarantor and Grand Prix Floating Lessee LLC, as Operating Lessee Promissory Note (Mezzanine Loan) in the Amount of $117,658,725 Dated June 29, 2007 Between Grand Prix Mezz Borrower 2 Floating LLC as Borrower and Lehman ALI Inc. as Lender Pledge and Security Agreement Dated as of June 29, 2007 Between Grand Prix Mezz Borrower Term LLC as Borrower and Lehman ALI, Inc. as Lender Certificates of Limited Liability Company Interest for each of the Twenty Floating Rate Property Level Borrowers UCC Financing Statement Filed With the Delaware Department of State on June 29, 2007 and Bearing Filing Number 2007 2491966 Between Grand Prix Mezz Borrower 2 Floating LLC as Debtor and Lehman ALI Inc. as Secured Party in all assets Master Participation Agreement Dated as of May 22, 2008 by and Among Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc., as the Sellers and SASCO 2008-C2, LLC as the Purchaser

2)

3)

4)

5)

6)

7)

8)

9)

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EXHIBIT D Anaheim Mezzanine Loan Documents Supporting Mezzanine Lenders Perfected Security Interest in the Anaheim Mezzanine Collateral 1) Mezzanine Loan Agreement Dated as of June 29, 2007 Between Grand Prix Mezz Borrower Term LLC as Borrower and Lehman ALI Inc. as Lender First Amendment to Mezzanine Loan Agreement Dated as of January 11, 2008 Between Grand Prix Mezz Borrower Term LLC as Borrower, and Lehman ALI Inc., as Lender and Acknowledged and Agreed to by Grand Prix Holdings, LLC as Guarantor and Apollo Investment Corporation, as Guarantor Second Amendment to Mezzanine Loan Agreement Dated as of March 14, 2008 Between Grand Prix Mezz Borrower Term LLC, as Borrower and Lehman ALI Inc., as Lender and Acknowledged and Agreed to by Grand Prix Holdings, LLC as Guarantor and Apollo Investment Corporation, as Guarantor Third Amendment to Mezzanine Loan Agreement Dated as of April 15, 2008 Between Grand Prix Mezz Borrower Term LLC, as Borrower and Lehman ALI Inc., as Lender and Acknowledged and Agreed to by Grand Prix Holdings, LLC as Guarantor and Apollo Investment Corporation, as Guarantor Fourth Amendment to Mezzanine Loan Agreement Dated as of April 22, 2008 Between Grand Prix Mezz Borrower Term LLC, as Borrower and Lehman ALI Inc., as Lender and Acknowledged and Agreed to by Grand Prix Holdings, LLC as Guarantor and Apollo Investment Corporation, as Guarantor Fifth Amendment to Mezzanine Loan Agreement and Other Loan Documents Dated as of July 31 2009 and Made Effective as of April 15, 2009 Between Grand Prix Mezz Borrower Term LLC, as Borrower and Lehman ALI Inc., as Lender and Acknowledged and Agreed to by Grand Prix Holdings, LLC as Guarantor and Grand Prix Anaheim Orange Lessee LLC, as Operating Lessee Promissory Note (Mezzanine Loan) in the Amount of $21,300,000 Dated June 29, 2007 Between Grand Prix Mezz Borrower Term LLC, as Borrower and Lehman ALI Inc., as Lender Pledge and Security Agreement dated as of June 29, 2007 Between Grand Prix Mezz Borrower Term LLC as Borrower and Lehman ALI, Inc. as Lender (the Pledge and Security Agreement) Control Agreement Dated as of June 29, 2007 Between Grand Prix Mezz Borrower Term LLC as Pledgor and Lehman ALI, Inc. as Lender

2)

3)

4)

5)

6)

7)

8)

9)

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10)

As set Forth in Greater Detail in the Pledge and Security Agreement, the Limited Liability Company Interest Held by Grand Prix Mezz Borrower Term LLC in KPA HS Anaheim, LLC is Uncertificated. UCC Financing Statement Filed With the Delaware Department of State on June 29, 2007 and Bearing Filing Number 2007 2491958 Between Grand Prix Mezz Borrower Term LLC as Debtor and Lehman ALI Inc. as Secured Party Master Participation Agreement Dated as of May 22, 2008 by and Among Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc., as the Sellers and SASCO 2008-C2, LLC as the Purchaser

11)

12)

2
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PROPOSED ORDER

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

ORDER APPROVING THE MOTION OF TRIMONT REAL ESTATE ADVISORS, INC., AS SPECIAL SERVICER, FOR AN ORDER TERMINATING THE AUTOMATIC STAY PURSUANT TO SECTION 362(d) OF THE BANKRUPTCY CODE AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 4001 This matter having come before this Court upon the motion (the Motion)2 of TriMont Real Estate Advisors, Inc. as Special Servicer, for an Order to Terminating the Automatic Stay Pursuant to Section 362(d) of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 4001; and this Court having consider the submissions and arguments of counsel, and the opposition thereto, if any; and it appearing that this Court has jurisdiction over the Motion

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: 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 Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (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 Financial Corporation (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.
2

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

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pursuant to 28 U.S.C. 157 and 1334; venue is proper in this district pursuant to 28 U.S.C. 1409; and this is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having determined that granting the relief requested in the Motion is warranted; and it appearing that notice of the Motion has been given, and that no other or further notice need be given; and for sufficient cause shown, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Motion is GRANTED. The automatic stay of section 362(a) of the Bankruptcy Code invoked by the filing

of the Floating Rate Mezzanine Borrowers bankruptcy case is terminated hereby to permit TriMont, on behalf of SASCO, as secured party, to exercise any and all rights available, upon the occurrence of an Event of Default, to secured party under the Floating Rate Mezzanine Loan Documents and applicable law with respect to the Floating Rate Mezzanine Collateral. 3. The automatic stay of section 362(a) of the Bankruptcy Code invoked by the filing

of the Anaheim Mezzanine Borrowers bankruptcy case is terminated hereby to permit TriMont, on behalf of SASCO, as secured party, to exercise any and all rights available, upon the occurrence of an Event of Default, to secured party under the Anaheim Mezzanine Loan Documents and applicable law with respect to the Anaheim Mezzanine Collateral. 4. This Court shall retain jurisdiction to hear and determine all matters arising from

the implementation of this Order. 5. Notwithstanding any possible application of Federal Rules of Bankruptcy

Procedure 4001(a)(3), 7062 or 9014, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

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6.

The requirement pursuant to Rule 9013(b) of the Local Rules of the Southern

District of New York that TriMont file a memorandum of law in support of the Motion is hereby waived. Dated: _________________________________ United States Bankruptcy Judge

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