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.

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

LIMITED OBJECTION OF TRIMONT REAL ESTATE ADVISORS, INC. AS SPECIAL SERVICER TO DEBTORS MOTION FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF AND OMNIBUS OBJECTION TO MOTIONS TO TERMINATE EXCLUSIVITY TriMont Real Estate Advisors, Inc. (TriMont), as special servicer for the benefit of SASCO 2008-C2, LLC, as 100% participant and owner of all economic and beneficial interests in the loans described on Exhibit A (SASCO or the Mezzanine Lender)1, hereby files this

TriMont has described the loans in which the Mezzanine Lender holds a participation interest in prior filings before this Court. TriMont incorporates that description herein by reference.

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limited objection (the Limited Objection) to the Debtors Motion for Entry of an Order Extending the Exclusive Periods During Which Only the Debtors may File a Chapter 11 Plan and Solicit Acceptances Thereof and Omnibus Objection to Motions to Terminate Exclusivity (the Motion)2. In support of this Limited Objection, TriMont respectfully states as follows: LIMITED OBJECTION 1. Through the Motion, the Debtors seek to extend each of their Exclusive Periods for

an additional four (4) months. The Debtors seek to extend the Exclusive Filing Period from November 16, 2010 until March 16, 2011, and the Exclusive Solicitation Period from January 15, 2011 until May 15, 2011. See Motion at p. 2. 2. The Bankruptcy Court for the Southern District of New York has considered nine

factors for determining if a debtors exclusive periods should be extended or terminated: (a) the size and complexity of the case; (b) the necessity for sufficient time to permit the debtor to negotiate a plan of reorganization and prepare adequate information; (c) the existence of good faith progress toward reorganization; (d) the fact that the debtor is paying its bills as they become due; (e) whether the debtor has demonstrated reasonable prospects for filing a viable plan; (f) whether the debtor has made progress in negotiations with its creditors; (g) the amount of time which has elapsed in the case; (h) whether the debtor is seeking an extension of exclusivity in order to pressure creditors to submit to the debtors reorganization demands; and (i) whether an unresolved contingency exists. In re Adelphia Communications Corp., 352 B.R. 578, 587-88 (Bankr. S.D.N.Y. 2006) (citing In re Dow Corning Corp., 208 B.R. 661, 664 (Bankr. E.D. Mich. 1997) (other citations omitted)).
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All capitalized terms used herein shall have the meanings ascribed to them in the Motion unless otherwise defined.

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3.

It should not be disputed that the Debtors wasted a significant portion of their

Exclusive Periods following the Petition Date pursuing approval of a Plan Support Agreement (the PSA). The PSA set forth a number of terms of an intended plan of reorganization that was opposed by approximately 84% of the Debtors secured creditor body as well as other constituent groups. 4. This Court properly denied the motion to assume the PSA (the PSA Motion) on

September 1, 2010. 5. This Courts decision to deny the PSA Motion preserved the Debtors ability to

attempt to negotiate a consensual restructuring with their stakeholders unburdened by the oppressive milestone obligations, termination events and default remedies which would have become applicable had the PSA Motion been approved. Since the denial of the PSA Motion, the Debtors have represented that they will seek to achieve a consensus with their creditors on plans of reorganization. 6. Given the PSA Motion has been denied and the Debtors have represented that they

intend to communicate with their creditors and attempt to achieve a consensual plan, TriMont does not oppose a reasonable extension of the Debtors Exclusive Periods. However, based on the factors to be applied in deciding whether to extend or terminate exclusivity, TriMont does not believe that the Debtors should have the exclusive right to file and solicit one or more plans for the additional four (4) months requested in the Motion. 7. While TriMont recognizes the need for a careful balance in determining whether the

Debtors should maintain the exclusive right to file plans in these cases, extending the Debtors exclusivity exposes these estates to the possibility of the Debtors again failing to properly discharge their obligations to each individual Debtor. Such failure occurred when the Debtors

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sought to assume the PSA. Terminating the Debtors exclusive right to file plans, on the other hand, will introduce the added complexity of competing plans into the cases and substantial litigation over marketing, process and value. In the end, significant value could be lost. 8. TriMont believes that the proper balance will be achieved by extending the Debtors

Exclusive Periods by an additional two (2) months (the Limited Extension) as opposed to the four (4) months requested by the Debtors. The Limited Extension would be without prejudice to the Debtors right to seek additional extensions of their Exclusive Periods or the rights of other parties to seek termination of the Exclusive Periods before the full two (2) months have passed. 9. The Limited Extension proposed by TriMont will allow the Debtors to maintain

control of these cases for additional time without inviting the added complexity termination of exclusivity would cause while at the same time limiting the risk that the Debtors are wasting everyones time pursuing a strategy that does not work to achieve the best possible value for each of the Debtors individual estates. 10. TriMont remains concerned by: (a) the Debtors lack of disclosure regarding the sale process; (b) the pace at which financial projections are being delivered by the Debtors; and (c) the Debtors apparent disinclination to respect the separateness of the respective estates and the interests of their stakeholders (such as by not providing for bidding on separate asset pools). 11. Though such shortcomings may justify at some point the termination of exclusivity, that point has not been reached yet, and continued efforts should be made to arrive at a consensual plan without introducing the added complexity of competing plans into these cases.

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WHEREFORE, TriMont respectfully requests that the Court: (i) sustain the Limited Objection; (ii) extend the Debtors Exclusive Periods for two (2) months; and (ii) grant such other and further relief as the Court may deem proper.

Dated: November 5, 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 (404) 815-6500 (Telephone) (404) 541-6555 (Facsimile) 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 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

2.

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CERTIFICATE OF SERVICE I hereby certify that a true and exact copy of the foregoing was filed electronically with the Clerk of the Court using the CM/ECF system which in turn will send notification of such filing to all interested parties of record. Dated: November 5, 2010 /s/ Todd C. Meyers

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