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. and SASCO 2008-C2, LLC 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

VERIFIED STATEMENT OF DECHERT LLP PURSUANT TO RULE 2019(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE Dechert LLP (Dechert) hereby submits this verified statement (Statement) pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy Procedure and states as follows: 1. Dechert represents Lehman ALI Inc. (Lehman ALI), in the chapter 11 cases

(the Chapter 11 Cases) of the above-captioned debtors and debtors in possession (each, a Debtor and collectively, the Debtors). Lehman ALIs address is listed on Exhibit A attached hereto. 2. Dechert also represents SASCO 2008-C2, LLC (SASCO) in the Chapter 11

Cases. SASCOs address is listed on Exhibit A attached hereto. 3. Lehman ALI holds claims against the Debtors listed on Exhibit B attached hereto

(the Floating Rate Debtors) in connection with that certain Loan Agreement, dated as of June

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29, 2007, in the original principal amount of $250,000,000.00, between and among the Floating Rate Debtors, as borrowers, and Lehman ALI, as lender (as amended, the Floating Rate Loan Agreement). Lehman ALI also holds claims against Debtor Grand Prix Holdings LLC (Grand Prix) in connection with that certain Guaranty, dated as of June 29, 2007 (the Mortgage Guaranty), by Grand Prix of all of the Floating Rate Debtors obligations under the Floating Rate Loan Agreement. 4. SASCO is the holder of all of the economic and beneficial interests in (I) that

certain Mezzanine Loan Agreement, dated as of June 29, 2007, in the original principal amount of $121,000,000.00, between and among Debtor Grand Prix Mezz Borrower 2 Floating LLC (Floating Mezz Debtor) and Lehman ALI, as original lender (as amended, the Floating Rate Mezz Loan Agreement), (II) that certain Guaranty (Mezzanine Loan), executed by Grand Prix and dated as of June 29, 2007 (the Mezz Guaranty), of all of the Floating Rate Mezz Debtors obligations under the Floating Rate Mezz Loan Agreement, (III) that certain Mezzanine Loan Agreement, dated as of June 29, 2007, in the original principal amount of $21,300,000.00, between and among Debtor Grand Prix Mezz Borrower Term LLC (Anaheim Mezz Debtor), as borrower, and Lehman ALI, as original lender (as amended, the Anaheim Mezz Loan Agreement), (IV) that certain Guaranty (Mezzanine Loan), dated as of June 29, 2007 and that certain Payment and Performance Guaranty (Term Loan) dated as of June 29, 2007 (together, the Anaheim Guarantees), each executed by Grand Prix, of all of the Anaheim Mezz Debtors obligations under the Anaheim Mezz Loan Agreement. 5. Lehman ALIs and SASCOs respective claims against certain of the Debtors, as

described above, were incurred more than one year prior to the filing of the Chapter 11 Cases. Lehman ALI is a non-debtor subsidiary of Lehman Brothers Holdings Inc. (LBHI), which,

along with certain of its subsidiaries, is a debtor and debtor in possession in chapter 11 cases pending before United States Bankruptcy Court for the Southern District of New York (Case No. 0813555). LBHI is lender of record under the Floating Rate Mezz Loan Agreement and the Anaheim Mezz Loan Agreement. In April 2011, LBHI and certain of its affiliates re-purchased all outstanding notes and preferred interests in SASCO. Lehman Commercial Paper, Inc., a debtor subsidiary of LBHI, is administrative agent for SASCO and, following the April 2011 transactions, hired Dechert LLP to represent SASCO in these Chapter 11 Cases. 6. 7. 8. Dechert does not hold any claims or interests in any of the Debtors. Dechert reserves the right to amend, revise and supplement this Statement. The undersigned hereby verifies under oath that this Statement is true and

accurate, to the best of the undersigneds knowledge and belief. Dated: New York, New York May 20, 2011 Respectfully Submitted, 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 10036-6797 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 michael.sage@dechert.com brian.greer@dechert.com nicole.hertherspiro@dechert.com Attorneys for Lehman ALI Inc. and SASCO 2008-C2, LLC

EXHIBIT A 1. Lehman ALI Inc. 1271 Avenue of the Americas, 38th Floor New York, New York 10020 2. SASCO 2008-C2, LLC 1271 Avenue of the Americas, 38th Floor New York, New York 10020

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EXHIBIT B

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

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