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Hearing Date and Time: TBD Objection Deadline: TBD

HAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, New York 10020 Telephone: (212) 659-7300 Facsimile: (212) 884-8211 Lenard M. Parkins (NY Bar # 4579124) John D. Penn (NY Bar # 4847208) Trevor R. Hoffmann (NY Bar # 4067229) Mark Elmore (admitted pro hac vice) Attorneys for Midland Loan Services, a division of PNC Bank, N.A. 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

MOTION OF MIDLAND LOAN SERVICES FOR PROTECTIVE ORDER Midland Loan Services, a division of PNC Bank, N.A., as special servicer for the Debtors fixed rate mortgage loan (Midland),1 by its undersigned attorneys, respectfully
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Midland pursuant to the Servicing Agreement services and administers that certain secured loan in the amount of not less than $825,402,542 plus interest, costs and fees (the Fixed Rate Mortgage Loan) owed by certain of the Debtors. The Fixed Rate Mortgage Loan was made pursuant to that certain loan agreement dated as of June 29, 2007 (as amended, the Fixed Rate Mortgage Loan Agreement), and is evidenced by (i) a certain Replacement Note A-1 and (ii) a certain Replacement Note A-2, each dated as of August 9, 2007, and each in the original principal amount of $412,701, 271. Replacement Note A-1 was assigned to LaSalle Bank National Association as trustee for the holders of the LB-UBS Commercial Mortgage Trust 2007-C6. Bank of America, N.A. was the successor-in-interest to LaSalle Bank National Association and U.S. Bank, National Association is the successor-in-interest to Bank of America, N.A. (the Fixed Rate Trustee). Replacement Note A-1 is currently held by the Fixed Rate Trustee. Replacement Note A-2 was assigned to and is currently held by the trustee for the holders of the LB-UBS Commercial Mortgage Trust 2007-C7.

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submits this motion (the Motion) pursuant to Federal Rule of Civil Procedure 26, as made applicable pursuant to Bankruptcy Rule 7026 of the Federal Rules of Bankruptcy Procedure, seeking the entry of a protective order shielding Midland and its advisors from document and deposition discovery (and testimony by deposition or at trial) being sought by (i) Wells Fargo Bank, N.A., as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as successor to LaSalle Bank N.A., formerly known as LaSalle National Bank, as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 (LNR) and LNR Securities Holdings, LLC (LNR Securities), (ii) Trimont Real Estate Advisors, Inc., as special servicer for the benefit of SASCO 2008-C2, LLC (Trimont), (iii) the Ad Hoc Committee of Preferred Shareholders (the Ad Hoc Committee), and (iv) Appaloosa Investments L.P. I, Palomino Fund Ltd., Thoroughbred Fund L.P., and Thoroughbred Master Ltd. (collectively, Appaloosa and together with LNR, LNR Securities, Trimont and the Ad Hoc Committee, the Objectors) regarding topics of inquiry that are irrelevant to the Debtors Bid Procedures Motion.2 In support of the Motion, Midland respectfully states as follows: JURISDICTION AND VENUE This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157. Venue is proper in this District pursuant to 28 U.S.C. 1408 and 1409.

Debtors Motion for Entry of an Oder (i) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI Inc., and Midland Loan Services, (ii) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (iii) Approving Bidding Procedures, (iv) Approving Bid Protections, (v) Authorizing an Expense Reimbursement to Bidder D, and (vi) Modifying Cash Collateral Order to Increase Expense Reserve (the Bid Procedures Motion) (Docket No. 820).
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PRELIMINARY STATEMENT 1. The Bid Procedures Motion seeks the approval of bid procedures for an

auction, the winner of which will have the right to sponsor a plan of reorganization, and the approval of a stalking horse bidder in connection therewith. As the movant, the Debtors must prove that their decision to go forward with the Five Mile-Lehman stalking horse bid (the Proposed Stalking Horse Bid) was a reasonable exercise of their business judgment. 2. In connection with the hearing on the Bid Procedures Motion, the Objectors In

served extensive discovery requests and numerous deposition notices upon Midland.

accordance with the Scheduling Order entered in these cases, Midland will produce a substantial number of non-privileged documents dating from September 1, 2010 through the filing of the Bid Procedures Motion regarding the Debtors marketing efforts and the Debtors decisionmaking process to advance the Proposed Stalking Horse Bid. Midland will also produce

documents reflecting all communications with the Debtors regarding the Proposed Stalking Horse Bid. However, the Objectors also seek documents and testimony regarding the following: (i) (ii) and Five Mile; (iii) (iv) the servicing standard and approval process employed by Midland; and information regarding Midlands strategy in these bankruptcy cases, and Midlands relationship with Five Mile; communications and negotiations between and among Midland, Lehman

its internal evaluations of the Proposed Stalking Horse Bid.

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Simply, the development of, and Midlands support for, the Proposed Stalking Horse Bid and the process it used to determine the same (collectively the Disputed Categories)3 are irrelevant to the Debtors business judgment and approval of the Bid Procedures Motion.4 3. Midland thus seeks the entry of a protective order providing that Midland and

its advisors are not required to submit to the Objectors invasive discovery demand (including testimony at trial) regarding areas of inquiry that have no relevance to the Debtors Bid Procedures Motion. Rule 26(b)(1) deals with the scope and limits of permissible discovery and provides that [p]arties may obtain discovery regarding any nonprivileged matter that is relevant to any partys claim or defense . . . (emphasis added).5 4. This Motion should not be mistaken for an effort by Midland to hide

information from the Court. On the contrary, Midland has acted with integrity throughout these cases. If the Court determines that the Disputed Categories are relevant to the Courts

determination of Bid Procedures Motion, Midland will produce nonprivileged communications and testimony as to the Disputed Categories. But, Midland should not be compelled to open its
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Midland reserves all rights to argue the relevance of other documents sought by the Objectors. As examples of the overly broad and irrelevant nature of the requests being propounded in connection with the Bid Procedures Motion, Midland has received requests for [a]ll Documents relating to Five Mile, including any Correspondence or Communications with, between, to or from Five Mile (LNR Request no. 15) and [a]ll Documents relating to the compliance of Midlands endorsement of the Five Mile/Lehman Bid with the Special Servicing Standard (LNR Request no. 52). The vast majority of Midlands communications with (i) Five Mile from at least July 26, 2010 and (ii) Lehman from at least December 10, 2010 are subject to the common interest privilege. At various times in these cases, Midland has also shared the common interest privilege with LNR and other parties with respect to various issues. The common interest privilege with LNR was embodied in a common interest agreement signed by both parties. Midland reserves all rights to assert the common interest privilege, as well as the work product doctrine and all other applicable privileges and protections for proprietary information. See In re Quigley, Case No. 04-15739 (SMB), 2009 Bankr. LEXIS 1352, at * 8 (Bankr. S.D.N.Y. April 24, 2009) (citing United States v. Schwimmer, 892 F.2d 237, 243 (2d. Cir. 1989) (the common interest privilege is an extension of the attorney client privilege)); In re Leslie Controls, Inc., Case No. 10-12199 (Bankr. D. Del. Sept. 21, 2010) (explaining that the common interest doctrine expands the reach of the attorney-client privilege and work product doctrine by providing that, under certain circumstance, the sharing of privileged communications with third parties does not constitute a waiver of the privilege).
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records and subject witnesses to questioning regarding topics well beyond the scope of the factual record the Court needs to approve or deny the Bid Procedures Motion, just because the Objectors demand it. Ad hominem attacks are insufficient grounds to allow the Objectors to engage in a multi-million dollar fishing expedition. 5. While Midland supports the Proposed Stalking Horse Bid, Midland is neither

the proposed stalking horse bidder nor the movant in connection with the Bid Procedures Motion. Midland is also not an insider of the Debtors, and owes no duty to their estates in connection with the Bid Procedures Motion. Midland is the special servicer for the largest creditor in these cases and has expressed a willingness to finance the highest or best qualified bid at auction, so long as the winning bid is made on the terms embodied in the Commitment Letter. Thus, because such financing is not available exclusively to the Five Mile and Lehman, the Objectors demands for discovery as to Midlands negotiations and relationships with Five Mile and Lehman are irrelevant. 6. Ultimately, the Objectors motives should be seen for what they are: attempts

to derail the Debtors Bid Procedures Motion not upon its merits but through diversion. The Proposed Stalking Horse Bid is either beneficial to these estates or it is not. It either merits approval or it does not. The Objectors efforts at innuendo add nothing to the process, but will waste the Courts time and resources and cost the Debtors estates millions of dollars in needless professional fees. The Court should reject the Objectors invitation to go down this track. RELIEF REQUESTED 7. Midland seeks entry of a protective order pursuant to Rule 26(c) that (i)

Midland and its advisors are not required to produce documents related to the Disputed

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Categories; and (ii) the Objectors may not inquire at depositions or trial into matters related to the Disputed Categories. FACTUAL BACKGROUND 8. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition

with the Court under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors-in possession in section 1107(a) and 1108 of the Bankruptcy Code. On July 28, 2010, the United States Trustee for the Southern District of New York appointed the Official Committee of Unsecured Creditors. 9. On the Petition Date, the Debtors filed the Debtors Motion for an Order (A)

Authorizing the Debtors to Assume the Plan Support Agreement and (B) Granting Related Relief (the PSA Approval Motion). [Dkt. No. 15]. 10. On or about August 29, 2010, Midland and Five Mile executed a commitment

letter dated August 29, 2010. 11. Motion. 12. On December 10, 2010, Midland and Five Mile, with Lehmans support, On September 1, 2010, the Bankruptcy Court denied the PSA Approval

executed a commitment letter whereby Five Mile agreed to provide equity capital for the restructuring of the Debtors debt and equity through a plan of reorganization (the December 10 Commitment). On that same day and in connection with the entry into the December 10 Commitment, Five Mile Capital II Pooling REIT LLC (Five Mile) executed a commitment agreement with Lehman ALI Inc. (Lehman).

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13.

On January 14, 2011, the Debtors, Midland, Lehman and Five Mile executed a

commitment letter (the Commitment Letter). Thereafter, the Debtors filed the Bid Procedures Motion with this Court. 14. On January 21, 2001, each of the Objectors served discovery requests on,

among others, the Debtors, Midland, Lehman, Five Mile and their respective advisors. True and correct copies of the discovery requests propounded on Midland and its advisors are attached hereto as Annexes A-1 to A-6. 15. A number of telephonic meetings regarding discovery issues ensued,

including meetings on January 31, 2011, February 1, 2011 and February 2, 2011, among Midland, the Objectors and others in a good faith effort to discuss the agreed upon scope of discovery with respect to the Bid Procedures Motion. A number of issues were raised and resolved by agreement. However, the parties have been unable to reach a consensus as to the relevance of the Disputed Categories in connection with the Bid Procedures Motion. ARGUMENT I. CERTAIN OF THE OBJECTORS LACK STANDING TO TAKE DISCOVERY AS TO THE DISPUTED CATEGORIES 16. As a threshold matter (and one that is already before the Court for

determination), neither LNR Securities nor Appaloosa, in their capacities as certificateholders in the CMBS investments that own the Fixed Rate Mortgage Loan, have standing to challenge Midlands actions in the context of the hearing on the Bid Procedures Motion.6 Rather,

The Objectors lack of standing is addressed in greater detail in the Reply and Objection of Midland Loan Services to the Motions of (a) Appaloosa Investment L.P. I, Palomino Fund Ltd., Thoroughbred Fund L.P., and Thoroughbred Master Ltd. and (b) LNR Securities Holdings, LLC and Wells Fargo Bank, N.A., as Trustee Seeking (i) Judicial Determination of Party In Interest Status Under Section 1109(B) of the Bankruptcy Code, or in the Alternative (ii) Granting Intervention Pursuant to Federal Rule of Bankruptcy Procedure 2018[Docket No. 888]. Midland incorporates the reasoning set forth
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Appaloosa and LNR Securities are bound by the applicable pooling and servicing agreements for the C6 and C7 Trusts and the Co-Lender Agreement, which grant Midland the sole and exclusive responsibility of administering the Fixed Rate Mortgage Loan (including representing the lenders in any bankruptcy case) and expressly preclude certificateholders from appearing and being heard absent certain limited actions by a certificateholder (none of which are alleged to have been taken by either LNR Securities or Appaloosa). Furthermore, Appaloosa and LNR

Securities, in their capacity as mere certificateholders, do not have any privity with the Debtors and, therefore, have neither a legally protectable claim against nor interest in the Debtors that would afford them standing as parties in interest with respect to the Bid Procedures Motion. 17. Because neither LNR Securities nor Appaloosa have standing as

certificateholders to challenge Midlands actions regarding the Bid Procedures Motion, their discovery requests to Midland are improper. See Masonic Hall & Asylum Fund v. Official Comm. of Unsecured Creditors (In re Refco, Inc.), 2006 U.S. Dist. LEXIS 85691 at *18 (S.D.N.Y. Nov. 16, 2006) (concluding that the bankruptcy court did not abuse its discretion in denying appellants discovery on the grounds that the Objecting Investors lack standing to object to the Approval Motion, and therefore lack standing to take discovery in connection therewith).7 II. THE DISPUTED CATEGORIES GO BEYOND THE SCOPE AND LIMITS OF DISCOVERY PERMISSIBLE UNDER RULE 26 18. Subject to its objections to standing, Midland readily concedes that the

Objectors have the right to enquire into the Debtors rationale for choosing its stalking horse.

therein by reference.
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Similarly, the Ad Hoc Preferred Shareholders and Trimont, which are not certificateholders of the Fixed Rate Mortgage Loan, may have discrete objections to the Bid Procedures Motion or the Proposed Stalking Horse Bid, but have no right to discovery of Midland, as special servicer of the Fixed Rate Mortgage Loan, or intramural issues related to the servicing of the Fixed Rate Mortgage Loan.
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The Objectors should not, however, be permitted to use this as an opportunity to engage in a fishing expedition on subjects irrelevant to the Bid Procedures Motion. See, e.g., In re

Rockefeller Ctr. Props., 272 B.R. 524, 553 (Bankr. S.D.N.Y. 2000) (denying claimants request for further discovery under Fed. R. Civ. P. 56(f) where court found that claimant was speculating that additional discovery will turn up evidence of mistake or fraud, and therefore [sought] to conduct an extensive and expensive fishing expedition to substantiate a mere hunch.); MCI WorldCom Commcns v. HSG/ATN, Inc. (In re Worldcom, Inc.), 361 B.R. 697, 715 (Bankr. S.D.N.Y. 2007) (holding that the mere expectation of potentially developing further evidence is not sufficient to grant a request for additional discovery) (citation omitted); Cleveland-Goins v. City of New York, 1999 U.S. Dist. LEXIS 13255, *6 (S.D.N.Y. 1999) (Discovery, however, is not intended to be a fishing expedition, but rather is meant to allow the parties to flesh out allegations for which they initially have at least a modicum of objective support.). 19. The Court should use its discretion to preclude the Objectors from obtaining

discovery with respect to the Disputed Categories, since they are beyond the scope and limits of permissible discovery regarding the Debtors Bid Procedures Motion. See In re Integrated Resources, Inc., 147 B.R. 650, 664 (S.D.N.Y. 1992) (explaining that [i]n the Second Circuit, trial courts have substantial discretion in controlling the scope and nature of discovery. Furthermore, because Federal Rule of Civil Procedure 26(c) applies to the federal bankruptcy courts, a bankruptcy court may limit the scope of discovery to specific issues and may exercise this authority aggressively [where] an immense amount of time and effort has already been expended by both sides.) (internal citations omitted); Tilley v. U.S., 270 F. Supp. 2d 731, 73435 (M.D.N.C. 2003) ([A] stay of discovery is appropriate if the discovery requested . . . is not

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relevant to the opposition of the motion. . . . If the [] [oppositions] claims fail as a matter of law, or if the discovery sought has no bearing on an issue of material fact, a protective order is proper). 20. The Courts Scheduling Order expressly ties the permissible scope of

discovery to the issues raised by the Bid Procedures Motion. See Order of January 21, 2001, 1 (The parties seeking discovery in connection with the Motion) (emphasis added). Also, Rule 26(c) provides that the Court may issue an order to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense, including [an order] . . . forbidding the disclosure or discovery. Fed. R. Civ. P. 26(c). 21. Midland is providing extensive discovery in response to legitimate requests

(and to Midlands knowledge, so are the Debtors, Five Mile and Lehman), however, the Court should deny requests that seek to examine the Midlands decisions and internal approval processes. The relevant inquiry is whether the Debtors have exercised their business judgment and established a good business reason for their support of the Proposed Stalking Horse Bid. See In re Boston Generating, LLC, 440 B.R. 302 (Bankr. S.D.N.Y. 2010) (holding that the Debtors in connection with their bid procedures motion had sufficiently articulated justification and a good business reason for the sale of assets under section 363) (emphasis added); In re Metaldyne Corp., 409 B.R. 661, 668 (Bankr. S.D.N.Y. 2009) (concluding that the decision to enter into a stalking horse agreement with HHI was a reasonable exercise of the Debtors business judgment based on a review of the factors set forth in In re Global Crossing Ltd., 295 B.R. 726, 742-43 (Bankr. S.D.N.Y. 2003) i.e., the disinterestedness of the board, the extent of the boards deliberations, and their lengthy consideration of the relevant facts and their options).

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22.

While the Objectors cloud the issues with allegations and innuendo regarding

Midlands actions throughout this process, neither the Bankruptcy Code nor the case law elevate their assertions to relevance at the upcoming hearing on the Debtors decision to proceed with the Bid Procedures Motion. To be sure, Bankruptcy Code section 363(m) contemplates a good faith purchaser element in connection with the sale or lease of property but section 363(m) has no relevance to the Debtors Bid Procedures Motion. This is not a sale motion. The Debtors are seeking approval of a bid procedures motion regarding a plan process. The Debtors have not asked the Court to approve a section 363 asset sale to anyone. Rather, the winning bidder which may or may not be Five Mile-Lehman (and will certainly not be Midland) wins only the right to sponsor a plan of reorganization on terms consistent with their winning bid. The plan will always remain subject to all requirements and protections of, inter alia, Bankruptcy Code sections 1122, 1123, 1125 and 1129. 23. Accordingly, Midland and its advisors should not be burdened with the

Objectors onerous and irrelevant discovery requests. See Integrated Resources, 147 B.R. at 658 (affirming break up fee, holding that the appropriate test is the entire fairness of a transaction, rather than the business judgment rule, only in the face of illicit manipulation of a boards deliberative processes by self-interested corporate fiduciaries.) (internal citations omitted); see also In re Simon Transportation Services, Inc., 292 B.R. 207, 216 (Bankr. D. Utah 2003) (explaining that [w]hen an insider is used as a stalking horse in a bankruptcy sale, the debtor must show that a sound business reason exists for the sale, that there has been adequate and reasonable notice to interested parties including full disclosure of the sale terms, that the sale price is fair and reasonable, and that the proposed buyer is proceeding in good faith.).

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24.

The Court should enter a protective order limiting discovery to the process

followed by, or the rationale or thought processes of, the Debtors in selecting the stalking horse bid. Discovery on the Disputed Categories is not relevant to the Courts standard of review on the Bid Procedures Motion and will be a waste of valuable time and resources. See Kiobel v.

Royal Dutch Petroleum Co., 2009 U.S. Dist. LEXIS 55185, at *17-18 (S.D.N.Y. June 25, 2009) (According to Rule 26(b)(2)(C), on a motion by a party or sua sponte, a court must limit discovery . . . [if] the burden and expense of responding to the discovery outweighs the likely benefit, considering the needs of the case, the amount in controversy, the parties resources, the importance of the issues at stake in the action, and the importance of the discovery in resolving the issues.) (emphasis in original); see also Nolan v. Judicial Council of the Third Circuit, 346 F. Supp. 500, 502-03 (D. N. J. 1972) (granting protective order where discovery requested was unnecessary to develop facts relevant and material to the question at issue); Power Integrations, Inc. v. Fairchild Semiconductor Intl, Inc., No. C.A.04-1371 JJF, 2006 WL 2604540, at *3 (D. Del. Aug. 24, 2006) (granting motion for protective order where discovery sought was irrelevant and cumulative). LOCAL RULE 9013-1(a) 25. This pleading includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this pleading. Accordingly, Midland submits that this pleading satisfies Local Bankruptcy Rule 9013-1(a).

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NOTICE Notice of this Motion has been given: (1) by facsimile to the Office of the United States Trustee; and (2) by electronic mail to (a) counsel to the Debtors; (b) counsel to the Creditors Committee; (c) counsel to Five Mile; (d) counsel to Lehman and (e) counsel to each of the Objectors. In light of the nature of the relief requested herein, Midland submits that no other or further notice is required. CERTIFICATION OF COUNSEL Counsel for Midland certifies that Midland has in good faith conferred with the Objectors counsel in an effort to resolve this dispute without the Courts action. Such efforts included at least one meet and confer with counsel for each of the Objectors, offering to produce responsive non-privileged documents other than documents within the Disputed Categories. The Objectors counsel indicated that they would not agree to so limit the scope of discovery, thus requiring this motion for a protective order. NO PRIOR REQUEST No prior request for the relief sought in this Motion has been made to this or any other court. CONCLUSION WHEREFORE, Midland respectfully requests that this Court enter an order (i) providing that Midland and its advisors are not required to produce any documents or communications falling within the Disputed Categories, (ii) forbidding inquiry at deposition by the Objectors into matters related to the Disputed Categories and (iii) granting such other relief as is necessary or appropriate.

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Dated: February 4, 2011 New York, New York HAYNES AND BOONE, LLP

/s/ John D. Penn Lenard M. Parkins (NY Bar #4579124) John D. Penn, Esq. (NY Bar # 4847208) Trevor R. Hoffmann (NY Bar #4067229) Mark Elmore (admitted pro hac vice) 1221 Avenue of the Americas, 26th Floor New York, NY 10020-1007 Telephone No.: (212) 659-7300 Facsimile No.: (212) 884-8211 ATTORNEYS FOR MIDLAND LOAN SERVICES, a division of PNC Bank, N.A.

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United States Bankruptcy Court


Southern District of New York
In re: Innkeepers USA Trust, et. al., SUBPOENA IN A CASE UNDER THE BANKRUPTCY CODE Case No. No. 10-13800 (SCC) Chapter 11

Debtor. To: Midland Loan Services, a division of PNC Bank, National Association c/o Haynes and Boone, LLP Attn: John D. Penn, Esq. 1221 Avenue of the Americas, 26th Floor New York, NY 10020

YOU ARE COMMANDED to appear in the United States court at the place, date and time specified below to testify in the above case.
PLACE COURTROOM DATE AND TIME

YOU ARE COMMANDED to appear at the place, date, and time specified below to testify at the taking of a deposition in the above case.
PLACE DATE AND TIME

X YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or
objects at the place, date, and time specified below (list documents or objects): See Exhibit A attached hereto.
PLACE DATE AND TIME

Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104
PREMISES

On a rolling basis, but in any event, no later than February 8, 2011, 4 p.m.

YOU ARE COMMANDED to permit inspection of the following premises at the date and time specified below.
DATE AND TIME

Any subpoenaed organization not a party to this proceeding shall designate one or more officers, directors, or managing agents, or other persons who consent to testify on its behalf, and may set forth, for each person designated, the matters on which the person will testify, Fed.R.Civ.P. 30(b)(6) made applicable to this proceeding by Rule 7030, Fed.R.Bankr.P. See Rules 1018 and 9014, Fed.R.Bankr.P.
ISSUING OFFICER SIGNATURE AND TITLE /s/ DATE 1/21/11

Lawrence P. Gottesman

ISSUING OFFICERS NAME, ADDRESS AND PHONE NUMBER

Lawrence P. Gottesman (LG 7061) Michelle McMahon (MM 8130) Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104 212-541-2000

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PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) SERVED BY (PRINT NAME) MANNER OF SERVICE TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on DATE SIGNATURE OF SERVER
ADDRESS OF SERVER

Rule 45, Fed.R.Civ.P., Parts (c) & (d) made applicable in cases under the Bankruptcy Code by Rule 9016, Fed.R.Bankr.P.
(c) PROTECTION OF PERSONS SUBJECT TO SUBPOENAS.

(1) A party or an attorney responsible for the issuance and service of a subpoena shall take reasonable steps to avoid imposing undue burden or expense on a person subject to that subpoena. The court on behalf of which the subpoena was issued shall enforce this duty and impose upon the party or attorney in breach of this duty an appropriate sanction, which may include, but is not limited to, lost earnings and a reasonable attorneys fee. (2) (A) A person commanded to produce and permit inspection and copying of designated books, papers, documents or tangible things, or inspection of premises need not appear in person at the place of production or inspection unless commanded to appear for deposition, hearing or trial. (B) Subject to paragraph (d)(2) of this rule, a person commanded to produce and permit inspection and copying may, within 14 days after service of the subpoena or before the time specified for compliance if such time is less than 14 days after service, serve upon the party or attorney designated in the subpoena written objection to inspection or copying of any or all of the designated materials or of the premises. If objection is made, the party serving the subpoena shall not be entitled to inspect and copy the materials or inspect the premises except pursuant to an order of the court by which the subpoena was issued. If objection has been made, the party serving the subpoena may, upon notice to the person commanded to produce, move at any time for an order to compel the production. Such an order to compel production shall protect any person who is not a party or an officer of a party from significant expense resulting from the inspection and copying commanded. (3) (A) On timely motion, the court by which a subpoena was issued shall quash or modify the subpoena if it (i) fails to allow reasonable time for compliance;

(ii) requires a person who is not a party or an officer of a party to travel to a place more than 100 miles from the place where that person resides, is employed or regularly transacts business in person, except that, subject to the provisions of clause (c)(3)(B)(iii) of this rule, such a person may in order to attend trial be commanded to travel from any such place within the state in which the trial is held, or (iii) Requires disclosure of privileged or other protected matter and no exception or waiver applies, or (iv) subjects a person to undue burden. (B) If a subpoena (i) requires disclosure of a trade secret or other confidential research, development, or commercial information, or

(ii) requires disclosure of an unretained experts opinion or information not describing specific events or occurrences in dispute and resulting from the experts study made not at the request of any party, or

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(iii) requires a person who is not a party or an officer of a party to incur substantial expense to travel more that 100 miles to attend trial, the court may, to protect a person subject to or affected by the subpoena, quash or modify the subpoena or, if the party in whose behalf the subpoena is issued shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship and assures that the person to whom the subpoena is addressed will be reasonably compensated, the court may order appearance or production only upon specified conditions. (d) DUTIES IN RESPONDING TO SUBPOENA.

(4) A person responding to a subpoena to produce documents shall produce them as they are kept in the usual course of business or shall organize and label them to correspond with the categories in the demand. (5) When information subject to a subpoena is withheld on a claim that it is privileged or subject to protection as trial preparation materials, the claim shall be made expressly and shall be supported by a description of the nature of the documents, communications, or things not produced that is sufficient to enable the demanding party to contest the claim.

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EXHIBIT A For the purpose of obtaining information in connection with the Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI, Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve [Docket No. 820] in the above-captioned cases, and pursuant to Federal Rule of Civil Procedure 34 incorporated in this case through the Federal Rule of Bankruptcy Procedure 7034, Wells Fargo Bank, N.A., as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as successor to LaSalle Bank N.A., formerly known as LaSalle National Bank, as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 and LNR Securities Holdings, LLC (collectively, the Objectors) direct the following Subpoena (the Subpoena) to Midland (as defined below). Midland is required to produce documents responsive to the enclosed document requests. Midland is instructed to produce all documents that are designated and described in this Subpoena on a rolling basis, but in any event no later than 4:00 p.m., February 8, 2011 (Eastern Time), at the office of Bryan Cave, LLP, 1290 Avenue of the Americas, New York, NY 10104 (or such other time and place as may be agreed to by the Objectors and Midland). To the extent that Midland refuses to produce any responsive document on the basis of privilege, Midland is further instructed to produce a privilege log.

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I. Instructions Midland is instructed to produce any and all documents which are in its possession, custody, or control. Possession, custody, or control includes constructive possession whereby Midland has a right to compel the production of a document from a third party (including an agent, attorney, accountant, bookkeeper, authority, relative, financial advisor or representative). If any document is not produced because it is stored electronically or by means of other media, then Midland must identify the subject matter of the document, the places where such document is maintained, and provide a suitable program or method for retrieving the document. The Objectors hereby specifically request the production of electronic or magnetic data responsive to these requests, including responsive deleted and/or fragmented data. The Objectors further request that Midland produce electronic or magnetic data in its native format or in .pdf or .tif format with metadata, where available. For the avoidance of doubt, the Objectors request the documents described herein contemporaneously with certain requests being made by any other Person to Midland and is not meant to replace, supersede or otherwise diminish the requests made by any other Person. To the extent a request described herein is duplicative of a request made by any other Person and such document has been i) previously delivered to any such Person and ii) identified as duplicative herein, the request described herein is meant to be supplemental to the request made any such Person.

NY02DOCS\1610692.2

II. Definitions1 The following definitions and instructions apply to this Subpoena: 1. Apollo shall mean Apollo Investment Corporation and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 2. Debtors shall mean, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 3. Bankruptcy Cases shall mean, collectively, those certain bankruptcy cases

jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York. 4. Lehman shall mean Lehman ALI, Inc. and its direct and indirect subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 5. Five Mile shall mean Five Mile Capital II Pooling REIT LLC and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 6. Midland shall mean Midland Loan Services, a division of PNC Bank, National

Association, as special servicer for the Debtors Fixed Rate Loan and its direct and indirect

All capitalized terms used herein and not defined shall have the meaning set forth in the Bid Procedures Motion.

NY02DOCS\1610692.2

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 7. CRES shall mean CRES Investment No. II, LP and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 8. Moelis shall mean Moelis & Company, financial advisor to the Debtors, and its

direct and indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 9. Haynes & Boone shall mean Haynes and Boone, LLP, and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 10. Carl Marks shall mean Carl Marks & Company, Inc., and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 11. Lazard shall mean Lazard Freres & Co., LLC, and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 12. Reorganized Debtors shall mean the reorganized Debtors after the

confirmation of a Plan. 13. The term Correspondence refers to letters, memoranda, facsimile cover sheets,

electronic mail, text messages, notes of personal or telephone conferences or communications, and any document which in any way relates to communication.

NY02DOCS\1610692.2

14.

The term Document shall include without limitation the following items,

whether printed or reproduced or stored or recorded by any process, or written, or produced by hand, and whether or not claimed to be privileged or otherwise excludable from discovery: notes, letters, Correspondence, books, periodicals, printed publications, Communications, intraoffice and interoffice communications, telexes, telegrams, memoranda, summaries or records of telephone conversations, summaries and research reports and notebooks, charts, lists, schedules, plans, drawings, photographs, diaries, studies, evaluations, worksheets, minutes or records of meetings including directors meetings, reports and/or summaries of interviews, reports and/or summaries of investigations, opinions or reports of consultants, reports or opinions regarding patent or trademark searches, patent or trademark appraisals, trademark registrations, issued patents, opinions of counsel, agreements, contracts, reports or summaries of negotiations, court papers, administrative agency papers, transcripts, brochures, pamphlets, advertisements, circulars, promotions material, trade letters, press releases, videotapes, radio tapes, electronic mail, story boards, recordings, drafts of documents, revisions of documents, and metadata of any documents. 15. A document is related to or is relating to a described subject matter when

the document refers directly or indirectly to that subject matter, or when it constitutes, embodies, compromises, reflects, identifies, states, deals with, comments or responds to, describes, analyzes, contains information or Communications concerning, or is any way pertinent to the subject matter, whether directly or indirectly. 16. The term Communication(s) includes all discussions, conversations,

interviews, negotiations, cablegrams, mailgrams, telegrams, telexes, cables, electronic mail, text messages or other forms of written, oral or electronic interchange, however transmitted,

NY02DOCS\1610692.2

including reports, notes, memoranda, lists, agenda, and other documents and records of communications, and when used shall require a statement of the name of the individual who made the communication, the person(s) to whom he made it, the date it was made, the form in which it was made, and whether or not it was recorded. 17. The terms and and or shall be construed conjunctively or disjunctively as

necessary to make the request inclusive rather than exclusive. 18. Person means any natural person, corporation, partnership, joint venture,

limited liability company, or any other form of business entity. 19. Plan Support Agreement means that certain Plan Support Agreement by and

among Debtors and Lehman, dated July 17, 2010. 20. Bid Procedures Motion shall mean that certain Motion for Entry of an Order

(I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI, Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve, including all exhibits thereto, filed on January 14, 2011. 21. Derrough Declaration shall mean that certain Declaration of William Q.

Derrough in Support of Debtors Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI, Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving

NY02DOCS\1610692.2

Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve, filed on January 14, 2011. 22. Data Room shall mean the electronic data room created by the Debtors,

containing confidential financial and operational materials, to allow potential bidders to conduct due diligence. 23. Fixed Rate Loan shall mean that certain mortgage loan in the amount of not

less than $825,402,542, secured by 45 hotel properties. 24. Floating Rate Loan shall mean that certain mortgage loan in the original

principal amount of $250 million, which amount is collateralized by 20 hotel properties. 25. Garden Grove Loan shall mean that certain mortgage loan in the original

principal amount of $37.6 million, which amount is secured by the Residence Inn in Garden Grove, California. 26. Term Sheet shall mean that certain document attached as Exhibit A to Exhibit

1 of the Bid Procedures Motion, including any drafts, prior versions, or other renditions related thereto. 27. agreements. 28. Equity Interests shall mean ownership interests, or any right, option or Non Disclosure Agreements shall mean any confidentiality or non disclosure

derivative with respect to same. 29. Plan shall mean a plan of reorganization or liquidation pursuant to chapter 11

of the Bankruptcy Code for one or more of the Debtors. 30. New Equity shall have the meaning ascribed to it in the Term Sheet.

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10

31.

C7 Trust shall mean that certain New York trust known as LB-UBS

Commercial Mortgage Trust 2007-C7 Commercial Mortgage Pass-Through Certificates, Series 2007-C7. 32. C6 Trust shall mean that certain New York trust known as LB-UBS

Commercial Mortgage Trust 2007-C6 Commercial Mortgage Pass-Through Certificates, Series 2007-C6. 33. C6 PSA shall mean that certain pooling and servicing agreement by and

between Structured Assets Securities Corporation II, Wachovia Bank, National Association, Midland, and LaSalle Bank National Association, dated as of August 13, 2007. 34. PSA. 35. Controlling Class and Controlling Class Representative shall have the Special Servicing Standard shall have the meaning ascribed to it in the C6

meanings ascribed to them in the C6 PSA. 36. Stalking Horse means a Person or Persons that would serve as the sponsor or

sponsors of a Plan or Plans, subject to higher or better offers. 37. Stalking Horse Proposal means any proposal by an actual or potential Stalking

Horse to sponsor a Plan or Plans. 38. Bidder means a Person or Persons that would serve as the sponsor or sponsors

of a Plan or Plans following the selection of a Stalking Horse. For the avoidance of doubt, the same Person or Persons may be both a potential Stalking Horse and potential Bidder. 39. 40. Bids means a proposal by a Bidder to sponsor a Plan or Plans. Bidder A shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder A, in December of 2010.

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11

41.

Bidder B shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder B, in December of 2010. 42. Bidder C shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder C, in December of 2010. 43. Bidder D shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder D, in December of 2010. 44. The singular of a word shall include the plural and vice versa; the masculine form

of a pronoun shall include the feminine and indefinite form and vice versa. 45. Unless otherwise indicated, the time period applicable to the requests made under

this notice is from September 1, 2010 to the present. III. Document Production Requests 1. All Documents relating to any actual or potential Stalking Horse, including but

not limited to Bidders A, B, C and D. 2. All Documents relating to the identification or selection of potential Stalking

Horse candidates, including but not limited to any analysis or analyses of any potential Stalking Horse and the time spent by Midland and/or its professionals in identifying or selecting potential Stalking Horse candidates. 3. All Documents relating to any actual or potential Stalking Horse Proposal,

including but not limited to the Stalking Horse Proposals submitted by Bidders A, B, C and D. 4. All Document relating to any Correspondence or Communications with, between

or relating to any actual or potential Stalking Horse, and any Correspondence or Communications with, between, to or from Five Mile relating to Bidders B, C or D.

NY02DOCS\1610692.2

12

5.

All Documents relating to any requests for information, property inspections, due

diligence materials and similar items by any actual or potential Stalking Horse. 6. All Documents relating to Non Disclosure Agreements executed, requested or

sent to any actual or potential Stalking Horse. 7. All Documents relating to any actual or potential Bidder, including but not

limited to Bidders A, B, C and D. 8. All Documents relating to the identification or selection of potential Bidders,

including but not limited to any analysis or analyses of any potential Bidders and the time spent by the Debtors and/or its professionals in identifying or selecting potential Bidders. 9. All Documents relating to any actual or potential Bidder proposal, including but

not limited to the proposals submitted by Bidders A, B, C and D. 10. All Document relating to any Correspondence or Communications with, between

or relating to any actual or potential Bidder, including but not limited to telephone logs. 11. All Documents relating to any requests for information, property inspections, due

diligence materials and similar items by any actual or potential Bidder. 12. All Documents relating to Non Disclosure Agreements executed, requested or

sent to any actual or potential Bidder. 13. All Documents relating to any actual or potential acquisition of any of the

Debtors assets or any of the Equity Interests in any of the Debtors or the Reorganized Debtors by Apollo (other than pursuant to the Plan Support Agreement or the Plan contemplated thereby).

NY02DOCS\1610692.2

13

14.

All Documents relating to any evaluations or analyses of Bidding Procedures,

including but not limited to the effect of the requirement that any overbid satisfy the Floating Rate Loan solely in cash. 15. All Documents relating to Five Mile, including any Correspondence or

Communications with, between, to or from Five Mile. 16. All Documents relating to Debtors, including any Correspondence or

Communications with, between, to or from Debtors. 17. All Documents relating to Lehman, including any Correspondence or

Communications with, between, to or from Lehman. 18. All Documents relating to the Controlling Class Representative, including but not

limited to Correspondence or Communications with, between, to and from the Controlling Class Representative. 19. All Documents relating to Bidding Procedures, including any Communications or

Correspondence with any Person regarding the Bidding Procedures. 20. All Documents relating to the Five Mile/Lehman Bid, including but not limited to

information regarding the structuring and valuation of the new mortgages to be provided under the Five Mile/Lehman Bid. 21. 22. 23. All Documents relating to the Five Mile-Lehman Agreement. All Documents relating to the Five Mile-Midland Agreement. All Documents relating to allocation of any consideration payable by Five Mile to

one or more classes of claims against, or interest in the Debtors. 24. All Documents relating to any claims for relief, whether or not currently asserted,

that would be released under the Five Mile/Lehman Bid.

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14

25. Loan. 26. Rate Loan. 27. Grove Loan. 28.

All Documents relating to the valuation of the collateral securing the Fixed Rate

All Documents relating to the valuation of the collateral securing the Floating

All Documents relating to the valuation of the collateral securing the Garden

To the extent not already covered by paragraphs 25, 26 and 27, all documents

relating to the valuation of the Debtors business as a whole, or any pool of assets. 29. All Documents relating to the allocation of the consideration provided for or

payable pursuant to the Five Mile/Lehman Bid. 30. All Documents relating to any comparable companies analysis performed or

created by any Person. 31. All Documents relating to any comparable transactions analysis performed or

created by any Person. 32. by any Person. 33. All Documents relating to any valuation or performance sensitivity analysis All Documents relating to any discounted cash flow analysis performed or created

performed or created by any Person. 34. assets. 35. All Documents relating to any comparison of the assets securing the Fixed Rate All Documents relating to any analysis of debt capacity of any of the Debtors

Loan, the Floating Rate Loan, and any other assets of the Debtors. 36. All Documents relating to the Commitment Letter.

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15

37.

All Documents relating to Correspondence or Communications with Apollo

regarding the Bidding Procedures, the Five Mile/Lehman Bid, the New Party/Midland Commitment, the Five Mile-Lehman Agreement, and the Five Mile-Midland Agreement. 38. All Documents relating to the Global Release, including any Correspondence or

Communications with any Person regarding such. 39. All Documents relating to the Apollo Release, including any Correspondence or

Communications with any Person regarding such. 40. All Documents relating to claims for relief relating to the Apollo Guaranty,

including but not limited to any analysis with respect to each claim for relief. 41. All Documents relating to the Midland Release, including any Correspondence or

Communications with any Person regarding such. 42. Loan. 43. All Documents relating to any Communications or Correspondence regarding All Documents relating to any analysis of the debt capacity of the Fixed Rate

efforts to improve the Five Mile/Lehman Bid. 44. All Documents relating to any Communications or Correspondence regarding

efforts to improve the Bidding Procedures. 45. All Documents relating to any Communications or Correspondence regarding the

satisfaction of the Special Servicing Standard by the Five Mile/Lehman Bid. 46. 47. 48. All Documents relating to the consent of Midland to the Global Release. All Documents relating to the consent of Midland to the Apollo Release. All Documents, Communications, or Correspondence relating to any alternative

potential Stalking Horses or Bidders.

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16

49.

All Documents, Communications, or Correspondence relating to any efforts to

identify any alternative potential Stalking Horses or Bidders. 50. Midland. 51. All Documents relating to work performed by Carl Marks in reference to the All Documents relating to the engagement letter between Carl Marks and

Debtors Bankruptcy Cases, including but not limited to analysis of the Bid Procedures Motion, the Bidding Procedures, the Five Mile/Lehman Bid, the New Party/Midland Commitment, the Five Mile-Lehman Agreement and the Five Mile-Midland Agreement. 52. All Documents relating to the compliance of Midlands endorsement of the Five

Mile/Lehman Bid with the Special Servicing Standard. 53. All Documents relating to any analysis performed regarding the 70 percent debt to

equity capitalization requirement for any overbids. 54. All Documents relating to the consent of the Controlling Class Representative to

the Global Release. 55. All Documents relating to the consent of the Controlling Class Representative to

the Apollo Release. 56. All Documents relating to the consent of the Controlling Class Representative to

the Bidding Procedures. 57. All Documents relating to the consent of the Controlling Class Representative to

the Five Mile/Lehman Bid. 58. All Documents relating to the consent of the Controlling Class Representative to

the New Party/Midland Commitment.

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17

59.

All Documents relating to the consent of the Controlling Class Representative to

the Five Mile-Lehman Agreement. 60. All Documents relating to the consent of the Controlling Class Representative to

the Five Mile-Midland Agreement. 61. All Documents relating to the consent of the Controlling Class Representative to

the Bid Procedures Motion. 62. All Communications between Lawrence Mittman and Jordan Mittman relating to

the Debtors Bankruptcy Cases. 63. All Documents relied upon by any expert Midland intends to call as a witness to

testify at the hearing on the Bid Procedures Motion.

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18

United States Bankruptcy Court


Southern District of New York
In re: Innkeepers USA Trust, et. al., SUBPOENA IN A CASE UNDER THE BANKRUPTCY CODE Case No. No. 10-13800 (SCC) Chapter 11

Debtor. To: Carl Marks & Company, Inc. Attn: Chris Wu 900 Third Avenue 33rd Floor New York, NY 10022

YOU ARE COMMANDED to appear in the United States court at the place, date and time specified below to testify in the above case.
PLACE COURTROOM DATE AND TIME

YOU ARE COMMANDED to appear at the place, date, and time specified below to testify at the taking of a deposition in the above case.
PLACE DATE AND TIME

X YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or
objects at the place, date, and time specified below (list documents or objects): See Exhibit A attached hereto.
PLACE DATE AND TIME

Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104
PREMISES

On a rolling basis, but in any event, no later than February 8, 2011, 4 p.m

YOU ARE COMMANDED to permit inspection of the following premises at the date and time specified below.
DATE AND TIME

Any subpoenaed organization not a party to this proceeding shall designate one or more officers, directors, or managing agents, or other persons who consent to testify on its behalf, and may set forth, for each person designated, the matters on which the person will testify, Fed.R.Civ.P. 30(b)(6) made applicable to this proceeding by Rule 7030, Fed.R.Bankr.P. See Rules 1018 and 9014, Fed.R.Bankr.P.
ISSUING OFFICER SIGNATURE AND TITLE /s/ DATE 1/21/11

Lawrence P. Gottesman

ISSUING OFFICERS NAME, ADDRESS AND PHONE NUMBER

Lawrence P. Gottesman (LG 7061) Michelle McMahon (MM 8130) Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104 212-541-2000

1610693.2

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) SERVED BY (PRINT NAME) MANNER OF SERVICE TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on DATE SIGNATURE OF SERVER
ADDRESS OF SERVER

Rule 45, Fed.R.Civ.P., Parts (c) & (d) made applicable in cases under the Bankruptcy Code by Rule 9016, Fed.R.Bankr.P.
(c) PROTECTION OF PERSONS SUBJECT TO SUBPOENAS.

(1) A party or an attorney responsible for the issuance and service of a subpoena shall take reasonable steps to avoid imposing undue burden or expense on a person subject to that subpoena. The court on behalf of which the subpoena was issued shall enforce this duty and impose upon the party or attorney in breach of this duty an appropriate sanction, which may include, but is not limited to, lost earnings and a reasonable attorneys fee. (2) (A) A person commanded to produce and permit inspection and copying of designated books, papers, documents or tangible things, or inspection of premises need not appear in person at the place of production or inspection unless commanded to appear for deposition, hearing or trial. (B) Subject to paragraph (d)(2) of this rule, a person commanded to produce and permit inspection and copying may, within 14 days after service of the subpoena or before the time specified for compliance if such time is less than 14 days after service, serve upon the party or attorney designated in the subpoena written objection to inspection or copying of any or all of the designated materials or of the premises. If objection is made, the party serving the subpoena shall not be entitled to inspect and copy the materials or inspect the premises except pursuant to an order of the court by which the subpoena was issued. If objection has been made, the party serving the subpoena may, upon notice to the person commanded to produce, move at any time for an order to compel the production. Such an order to compel production shall protect any person who is not a party or an officer of a party from significant expense resulting from the inspection and copying commanded. (3) (A) On timely motion, the court by which a subpoena was issued shall quash or modify the subpoena if it (i) fails to allow reasonable time for compliance;

(ii) requires a person who is not a party or an officer of a party to travel to a place more than 100 miles from the place where that person resides, is employed or regularly transacts business in person, except that, subject to the provisions of clause (c)(3)(B)(iii) of this rule, such a person may in order to attend trial be commanded to travel from any such place within the state in which the trial is held, or (iii) Requires disclosure of privileged or other protected matter and no exception or waiver applies, or (iv) subjects a person to undue burden. (B) If a subpoena (i) requires disclosure of a trade secret or other confidential research, development, or commercial information, or

(ii) requires disclosure of an unretained experts opinion or information not describing specific events or occurrences in dispute and resulting from the experts study made not at the request of any party, or

NY02DOCS\1610693.2

(iii) requires a person who is not a party or an officer of a party to incur substantial expense to travel more that 100 miles to attend trial, the court may, to protect a person subject to or affected by the subpoena, quash or modify the subpoena or, if the party in whose behalf the subpoena is issued shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship and assures that the person to whom the subpoena is addressed will be reasonably compensated, the court may order appearance or production only upon specified conditions. (d) DUTIES IN RESPONDING TO SUBPOENA.

(4) A person responding to a subpoena to produce documents shall produce them as they are kept in the usual course of business or shall organize and label them to correspond with the categories in the demand. (5) When information subject to a subpoena is withheld on a claim that it is privileged or subject to protection as trial preparation materials, the claim shall be made expressly and shall be supported by a description of the nature of the documents, communications, or things not produced that is sufficient to enable the demanding party to contest the claim.

NY02DOCS\1610693.2

EXHIBIT A For the purpose of obtaining information in connection with the Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI, Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve [Docket No. 820] in the above-captioned cases, and pursuant to Federal Rule of Civil Procedure 34 incorporated in this case through the Federal Rule of Bankruptcy Procedure 7034, Wells Fargo Bank, N.A., as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as successor to LaSalle Bank N.A., formerly known as LaSalle National Bank, as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 and LNR Securities Holdings, LLC (collectively, the Objectors) direct the following Subpoena (the Subpoena) to Carl Marks (as defined below). Carl Marks is required to produce documents responsive to the enclosed document requests. Carl Marks is instructed to produce all documents that are designated and described in this Subpoena on a rolling basis, but in any event no later than 4:00 p.m., February 8, 2011 (Eastern Time), at the office of Bryan Cave, LLP, 1290 Avenue of the Americas, New York, NY 10104 (or such other time and place as may be agreed to by the Objectors and Carl Marks). To the extent that Carl Marks refuses to produce any responsive document on the basis of privilege, Carl Marks is further instructed to produce a privilege log.

NY02DOCS\1610693.2

I. Instructions Carl Marks is instructed to produce any and all documents which are in its possession, custody, or control. Possession, custody, or control includes constructive possession whereby Carl Marks has a right to compel the production of a document from a third party (including an agent, attorney, accountant, bookkeeper, authority, relative, financial advisor or representative). If any document is not produced because it is stored electronically or by means of other media, then Carl Marks must identify the subject matter of the document, the places where such document is maintained, and provide a suitable program or method for retrieving the document. The Objectors hereby specifically request the production of electronic or magnetic data responsive to these requests, including responsive deleted and/or fragmented data. The Objectors further request that Carl Marks produce electronic or magnetic data in its native format or in .pdf or .tif format with metadata, where available. For the avoidance of doubt, the Objectors request the documents described herein contemporaneously with certain requests being made by any other Person to Carl Marks and is not meant to replace, supersede or otherwise diminish the requests made by any other Person. To the extent a request described herein is duplicative of a request made by any other Person and such document has been i) previously delivered to any such Person and ii) identified as duplicative herein, the request described herein is meant to be supplemental to the request made any such Person.

NY02DOCS\1610693.2

II. Definitions1 The following definitions and instructions apply to this Subpoena: 1. Apollo shall mean Apollo Investment Corporation and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 2. Debtors shall mean, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 3. Bankruptcy Cases shall mean, collectively, those certain bankruptcy cases

jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York. 4. Lehman shall mean Lehman ALI, Inc. and its direct and indirect subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 5. Five Mile shall mean Five Mile Capital II Pooling REIT LLC and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 6. Midland shall mean Midland Loan Services, a division of PNC Bank, National

Association, as special servicer for the Debtors Fixed Rate Loan and its direct and indirect

All capitalized terms used herein and not defined shall have the meaning set forth in the Bid Procedures Motion.

NY02DOCS\1610693.2

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 7. CRES shall mean CRES Investment No. II, LP and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 8. Moelis shall mean Moelis & Company, financial advisor to the Debtors, and its

direct and indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 9. Haynes & Boone shall mean Haynes and Boone, LLP, and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 10. Carl Marks shall mean Carl Marks & Company, Inc., and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 11. Lazard shall mean Lazard Freres & Co., LLC, and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 12. Reorganized Debtors shall mean the reorganized Debtors after the

confirmation of a Plan. 13. The term Correspondence refers to letters, memoranda, facsimile cover sheets,

electronic mail, text messages, notes of personal or telephone conferences or communications, and any document which in any way relates to communication.

NY02DOCS\1610693.2

14.

The term Document shall include without limitation the following items,

whether printed or reproduced or stored or recorded by any process, or written, or produced by hand, and whether or not claimed to be privileged or otherwise excludable from discovery: notes, letters, Correspondence, books, periodicals, printed publications, Communications, intraoffice and interoffice communications, telexes, telegrams, memoranda, summaries or records of telephone conversations, summaries and research reports and notebooks, charts, lists, schedules, plans, drawings, photographs, diaries, studies, evaluations, worksheets, minutes or records of meetings including directors meetings, reports and/or summaries of interviews, reports and/or summaries of investigations, opinions or reports of consultants, reports or opinions regarding patent or trademark searches, patent or trademark appraisals, trademark registrations, issued patents, opinions of counsel, agreements, contracts, reports or summaries of negotiations, court papers, administrative agency papers, transcripts, brochures, pamphlets, advertisements, circulars, promotions material, trade letters, press releases, videotapes, radio tapes, electronic mail, story boards, recordings, drafts of documents, revisions of documents, and metadata of any documents. 15. A document is related to or is relating to a described subject matter when

the document refers directly or indirectly to that subject matter, or when it constitutes, embodies, compromises, reflects, identifies, states, deals with, comments or responds to, describes, analyzes, contains information or Communications concerning, or is any way pertinent to the subject matter, whether directly or indirectly. 16. The term Communication(s) includes all discussions, conversations,

interviews, negotiations, cablegrams, mailgrams, telegrams, telexes, cables, electronic mail, text messages or other forms of written, oral or electronic interchange, however transmitted,

NY02DOCS\1610693.2

including reports, notes, memoranda, lists, agenda, and other documents and records of communications, and when used shall require a statement of the name of the individual who made the communication, the person(s) to whom he made it, the date it was made, the form in which it was made, and whether or not it was recorded. 17. The terms and and or shall be construed conjunctively or disjunctively as

necessary to make the request inclusive rather than exclusive. 18. Person means any natural person, corporation, partnership, joint venture,

limited liability company, or any other form of business entity. 19. Plan Support Agreement means that certain Plan Support Agreement by and

among Debtors and Lehman, dated July 17, 2010. 20. Bid Procedures Motion shall mean that certain Motion for Entry of an Order

(I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI, Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve, including all exhibits thereto, filed on January 14, 2011. 21. Derrough Declaration shall mean that certain Declaration of William Q.

Derrough in Support of Debtors Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI, Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving

NY02DOCS\1610693.2

Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve, filed on January 14, 2011. 22. Data Room shall mean the electronic data room created by the Debtors,

containing confidential financial and operational materials, to allow potential bidders to conduct due diligence. 23. Fixed Rate Loan shall mean that certain mortgage loan in the amount of not

less than $825,402,542, secured by 45 hotel properties. 24. Floating Rate Loan shall mean that certain mortgage loan in the original

principal amount of $250 million, which amount is collateralized by 20 hotel properties. 25. Garden Grove Loan shall mean that certain mortgage loan in the original

principal amount of $37.6 million, which amount is secured by the Residence Inn in Garden Grove, California. 26. Term Sheet shall mean that certain document attached as Exhibit A to Exhibit

1 of the Bid Procedures Motion, including any drafts, prior versions, or other renditions related thereto. 27. agreements. 28. Equity Interests shall mean ownership interests, or any right, option or Non Disclosure Agreements shall mean any confidentiality or non disclosure

derivative with respect to same. 29. Plan shall mean a plan of reorganization or liquidation pursuant to chapter 11

of the Bankruptcy Code for one or more of the Debtors. 30. New Equity shall have the meaning ascribed to it in the Term Sheet.

NY02DOCS\1610693.2

10

31.

C7 Trust shall mean that certain New York trust known as LB-UBS

Commercial Mortgage Trust 2007-C7 Commercial Mortgage Pass-Through Certificates, Series 2007-C7. 32. C6 Trust shall mean that certain New York trust known as LB-UBS

Commercial Mortgage Trust 2007-C6 Commercial Mortgage Pass-Through Certificates, Series 2007-C6. 33. C6 PSA shall mean that certain pooling and servicing agreement by and

between Structured Assets Securities Corporation II, Wachovia Bank, National Association, Midland, and LaSalle Bank National Association, dated as of August 13, 2007. 34. PSA. 35. Controlling Class and Controlling Class Representative shall have the Special Servicing Standard shall have the meaning ascribed to it in the C6

meanings ascribed to them in the C6 PSA. 36. Stalking Horse means a Person or Persons that would serve as the sponsor or

sponsors of a Plan or Plans, subject to higher or better offers. 37. Stalking Horse Proposal means any proposal by an actual or potential Stalking

Horse to sponsor a Plan or Plans. 38. Bidder means a Person or Persons that would serve as the sponsor or sponsors

of a Plan or Plans following the selection of a Stalking Horse. For the avoidance of doubt, the same Person or Persons may be both a potential Stalking Horse and potential Bidder. 39. 40. Bids means a proposal by a Bidder to sponsor a Plan or Plans. Bidder A shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder A, in December of 2010.

NY02DOCS\1610693.2

11

41.

Bidder B shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder B, in December of 2010. 42. Bidder C shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder C, in December of 2010. 43. Bidder D shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder D, in December of 2010. 44. The singular of a word shall include the plural and vice versa; the masculine form

of a pronoun shall include the feminine and indefinite form and vice versa. 45. Unless otherwise indicated, the time period applicable to the requests made under

this notice is from September 1, 2010 to the present. III. Document Production Requests 1. All Documents relating to any actual or potential Stalking Horse, including but

not limited to Bidders A, B, C and D. 2. All Documents relating to the identification or selection of potential Stalking

Horse candidates, including but not limited to any analysis or analyses of any potential Stalking Horse and the time spent by Carl Marks in identifying or selecting potential Stalking Horse candidates. 3. All Documents relating to any actual or potential Stalking Horse Proposal,

including but not limited to the Stalking Horse Proposals submitted by Bidders A, B, C and D. 4. All Document relating to any Correspondence or Communications with, between

or relating to any actual or potential Stalking Horse, and any Correspondence or Communications with, between, to or from Five Mile relating to Bidders B, C or D.

NY02DOCS\1610693.2

12

5.

All Documents relating to any requests for information, property inspections, due

diligence materials and similar items by any actual or potential Stalking Horse. 6. All Documents relating to Non Disclosure Agreements executed, requested or

sent to any actual or potential Stalking Horse. 7. All Documents relating to any actual or potential Bidder, including but not limited

to Bidders A, B, C and D. 8. All Documents relating to the identification or selection of potential Bidders,

including but not limited to any analysis or analyses of any potential Bidders and the time spent by the Debtors and/or its professionals in identifying or selecting potential Bidders. 9. All Documents relating to any actual or potential Bidder proposal, including but

not limited to the proposals submitted by Bidders A, B, C and D. 10. All Document relating to any Correspondence or Communications with, between

or relating to any actual or potential Bidder, including but not limited to telephone logs. 11. All Documents relating to any requests for information, property inspections, due

diligence materials and similar items by any actual or potential Bidder. 12. All Documents relating to Non Disclosure Agreements executed, requested or

sent to any actual or potential Bidder. 13. All Documents relating to any actual or potential acquisition of any of the

Debtors assets or any of the Equity Interests in any of the Debtors or the Reorganized Debtors by Apollo (other than pursuant to the Plan Support Agreement or the Plan contemplated thereby).

NY02DOCS\1610693.2

13

14.

All Documents relating to any evaluations or analyses of Bidding Procedures,

including but not limited to the effect of the requirement that any overbid satisfy the Floating Rate Loan solely in cash. 15. All Documents relating to Five Mile, including any Correspondence or

Communications with, between, to or from Five Mile. 16. All Documents relating to Debtors, including any Correspondence or

Communications with, between, to or from Debtors. 17. All Documents relating to Lehman, including any Correspondence or

Communications with, between, to or from Lehman. 18. All Documents relating to the Controlling Class Representative, including but not

limited to Correspondence or Communications with, between, to and from the Controlling Class Representative. 19. All Documents relating to Bidding Procedures, including any Communications or

Correspondence with any Person regarding the Bidding Procedures. 20. All Documents relating to the Five Mile/Lehman Bid, including but not limited to

information regarding the structuring and valuation of the new mortgages to be provided under the Five Mile/Lehman Bid. 21. 22. 23. All Documents relating to the Five Mile-Lehman Agreement. All Documents relating to the Five Mile-Midland Agreement. All Documents relating to allocation of any consideration payable by Five Mile to

one or more classes of claims against, or interest in the Debtors. 24. All Documents relating to any claims for relief, whether or not currently asserted,

that would be released under the Five Mile/Lehman Bid.

NY02DOCS\1610693.2

14

25. Loan. 26. Rate Loan. 27. Grove Loan. 28.

All Documents relating to the valuation of the collateral securing the Fixed Rate

All Documents relating to the valuation of the collateral securing the Floating

All Documents relating to the valuation of the collateral securing the Garden

To the extent not already covered by paragraphs 25, 26 and 27, all documents

relating to the valuation of the Debtors business as a whole, or any pool of assets. 29. All Documents relating to the allocation of the consideration provided for or

payable pursuant to the Five Mile/Lehman Bid. 30. All Documents relating to any comparable companies analysis performed or

created by any Person. 31. All Documents relating to any comparable transactions analysis performed or

created by any Person. 32. by any Person. 33. All Documents relating to any valuation or performance sensitivity analysis All Documents relating to any discounted cash flow analysis performed or created

performed or created by any Person. 34. assets. 35. All Documents relating to any comparison of the assets securing the Fixed Rate All Documents relating to any analysis of debt capacity of any of the Debtors

Loan, the Floating Rate Loan, and any other assets of the Debtors. 36. All Documents relating to the Commitment Letter.

NY02DOCS\1610693.2

15

37.

All Documents relating to Correspondence or Communications with Apollo

regarding the Bidding Procedures, the Five Mile/Lehman Bid, the New Party/Midland Commitment, the Five Mile-Lehman Agreement, and the Five Mile-Midland Agreement. 38. All Documents relating to the Global Release, including any Correspondence or

Communications with any Person regarding such. 39. All Documents relating to the Apollo Release, including any Correspondence or

Communications with any Person regarding such. 40. All Documents relating to claims for relief relating to the Apollo Guaranty,

including but not limited to any analysis with respect to each claim for relief. 41. All Documents relating to the Midland Release, including any Correspondence or

Communications with any Person regarding such. 42. Loan. 43. All Documents relating to any Communications or Correspondence regarding All Documents relating to any analysis of the debt capacity of the Fixed Rate

efforts to improve the Five Mile/Lehman Bid. 44. All Documents relating to any Communications or Correspondence regarding

efforts to improve the Bidding Procedures. 45. All Documents relating to any Communications or Correspondence regarding the

satisfaction of the Special Servicing Standard by the Five Mile/Lehman Bid. 46. 47. 48. All Documents relating to the consent of Midland to the Global Release. All Documents relating to the consent of Midland to the Apollo Release. All Documents, Communications, or Correspondence relating to any alternative

potential Stalking Horses or Bidders.

NY02DOCS\1610693.2

16

49.

All Documents, Communications, or Correspondence relating to any efforts to

identify any alternative potential Stalking Horses or Bidders. 50. Midland. 51. All Documents relating to work performed by Carl Marks in reference to the All Documents relating to the engagement letter between Carl Marks and

Debtors Bankruptcy Cases, including but not limited to analysis of the Bid Procedures Motion, the Bidding Procedures, the Five Mile/Lehman Bid, the New Party/Midland Commitment, the Five Mile-Lehman Agreement and the Five Mile-Midland Agreement. 52. All Documents relating to the compliance of Midlands endorsement of the Five

Mile/Lehman Bid with the Special Servicing Standard. 53. All Documents relating to any analysis performed regarding the 70 percent debt to

equity capitalization requirement for any overbids. 54. All Documents relating to the consent of the Controlling Class Representative to

the Global Release. 55. All Documents relating to the consent of the Controlling Class Representative to

the Apollo Release. 56. All Documents relating to the consent of the Controlling Class Representative to

the Bidding Procedures. 57. All Documents relating to the consent of the Controlling Class Representative to

the Five Mile/Lehman Bid. 58. All Documents relating to the consent of the Controlling Class Representative to

the New Party/Midland Commitment.

NY02DOCS\1610693.2

17

59.

All Documents relating to the consent of the Controlling Class Representative to

the Five Mile-Lehman Agreement. 60. All Documents relating to the consent of the Controlling Class Representative to

the Five Mile-Midland Agreement. 61. All Documents relating to the consent of the Controlling Class Representative to

the Bid Procedures Motion. 62. All Documents relied upon by any expert Carl Marks intends to call as a witness

to testify at the hearing on the Bid Procedures Motion.

NY02DOCS\1610693.2

18

United States Bankruptcy Court


Southern District of New York
In re: Innkeepers USA Trust, et. al., SUBPOENA IN A CASE UNDER THE BANKRUPTCY CODE Case No. No. 10-13800 (SCC) Chapter 11

Debtor. To: FTI Consulting, Inc. Attn: Ron Greenspan 633 West 5th Street 16th Floor Los Angeles, CA 90071-2027

YOU ARE COMMANDED to appear in the United States court at the place, date and time specified below to testify in the above case.
PLACE COURTROOM DATE AND TIME

YOU ARE COMMANDED to appear at the place, date, and time specified below to testify at the taking of a deposition in the above case.
PLACE DATE AND TIME

X YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or
objects at the place, date, and time specified below (list documents or objects): See Exhibit A attached hereto.
PLACE DATE AND TIME

Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104
PREMISES

On a rolling basis, but in any event, no later than February 8, 2011, 4 p.m

YOU ARE COMMANDED to permit inspection of the following premises at the date and time specified below.
DATE AND TIME

Any subpoenaed organization not a party to this proceeding shall designate one or more officers, directors, or managing agents, or other persons who consent to testify on its behalf, and may set forth, for each person designated, the matters on which the person will testify, Fed.R.Civ.P. 30(b)(6) made applicable to this proceeding by Rule 7030, Fed.R.Bankr.P. See Rules 1018 and 9014, Fed.R.Bankr.P.
ISSUING OFFICER SIGNATURE AND TITLE /s/ DATE 1/21/11

Lawrence P. Gottesman

ISSUING OFFICERS NAME, ADDRESS AND PHONE NUMBER

Lawrence P. Gottesman (LG 7061) Michelle McMahon (MM 8130) Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104 212-541-2000

1611086.1

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) SERVED BY (PRINT NAME) MANNER OF SERVICE TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on DATE SIGNATURE OF SERVER
ADDRESS OF SERVER

Rule 45, Fed.R.Civ.P., Parts (c) & (d) made applicable in cases under the Bankruptcy Code by Rule 9016, Fed.R.Bankr.P.
(c) PROTECTION OF PERSONS SUBJECT TO SUBPOENAS.

(1) A party or an attorney responsible for the issuance and service of a subpoena shall take reasonable steps to avoid imposing undue burden or expense on a person subject to that subpoena. The court on behalf of which the subpoena was issued shall enforce this duty and impose upon the party or attorney in breach of this duty an appropriate sanction, which may include, but is not limited to, lost earnings and a reasonable attorneys fee. (2) (A) A person commanded to produce and permit inspection and copying of designated books, papers, documents or tangible things, or inspection of premises need not appear in person at the place of production or inspection unless commanded to appear for deposition, hearing or trial. (B) Subject to paragraph (d)(2) of this rule, a person commanded to produce and permit inspection and copying may, within 14 days after service of the subpoena or before the time specified for compliance if such time is less than 14 days after service, serve upon the party or attorney designated in the subpoena written objection to inspection or copying of any or all of the designated materials or of the premises. If objection is made, the party serving the subpoena shall not be entitled to inspect and copy the materials or inspect the premises except pursuant to an order of the court by which the subpoena was issued. If objection has been made, the party serving the subpoena may, upon notice to the person commanded to produce, move at any time for an order to compel the production. Such an order to compel production shall protect any person who is not a party or an officer of a party from significant expense resulting from the inspection and copying commanded. (3) (A) On timely motion, the court by which a subpoena was issued shall quash or modify the subpoena if it (i) fails to allow reasonable time for compliance;

(ii) requires a person who is not a party or an officer of a party to travel to a place more than 100 miles from the place where that person resides, is employed or regularly transacts business in person, except that, subject to the provisions of clause (c)(3)(B)(iii) of this rule, such a person may in order to attend trial be commanded to travel from any such place within the state in which the trial is held, or (iii) Requires disclosure of privileged or other protected matter and no exception or waiver applies, or (iv) subjects a person to undue burden. (B) If a subpoena (i) requires disclosure of a trade secret or other confidential research, development, or commercial information, or

(ii) requires disclosure of an unretained experts opinion or information not describing specific events or occurrences in dispute and resulting from the experts study made not at the request of any party, or

NY02DOCS\1611086.1

(iii) requires a person who is not a party or an officer of a party to incur substantial expense to travel more that 100 miles to attend trial, the court may, to protect a person subject to or affected by the subpoena, quash or modify the subpoena or, if the party in whose behalf the subpoena is issued shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship and assures that the person to whom the subpoena is addressed will be reasonably compensated, the court may order appearance or production only upon specified conditions. (d) DUTIES IN RESPONDING TO SUBPOENA.

(4) A person responding to a subpoena to produce documents shall produce them as they are kept in the usual course of business or shall organize and label them to correspond with the categories in the demand. (5) When information subject to a subpoena is withheld on a claim that it is privileged or subject to protection as trial preparation materials, the claim shall be made expressly and shall be supported by a description of the nature of the documents, communications, or things not produced that is sufficient to enable the demanding party to contest the claim.

NY02DOCS\1611086.1

EXHIBIT A For the purpose of obtaining information in connection with the Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI, Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve [Docket No. 820] in the above-captioned cases, and pursuant to Federal Rule of Civil Procedure 34 incorporated in this case through the Federal Rule of Bankruptcy Procedure 7034, Wells Fargo Bank, N.A., as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as successor to LaSalle Bank N.A., formerly known as LaSalle National Bank, as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 and LNR Securities Holdings, LLC (collectively, the Objectors) direct the following Subpoena (the Subpoena) to FTI Consulting (as defined below). FTI Consulting is required to produce documents responsive to the enclosed document requests. FTI Consulting is instructed to produce all documents that are designated and described in this Subpoena on a rolling basis, but in any event no later than 4:00 p.m., February 8, 2011 (Eastern Time), at the office of Bryan Cave, LLP, 1290 Avenue of the Americas, New York, NY 10104 (or such other time and place as may be agreed to by the Objectors and FTI Consulting). To the extent that FTI Consulting refuses to produce any responsive document on the basis of privilege, FTI Consulting is further instructed to produce a privilege log.

NY02DOCS\1611086.1

I. Instructions FTI Consulting is instructed to produce any and all documents which are in its possession, custody, or control. Possession, custody, or control includes constructive possession whereby FTI Consulting has a right to compel the production of a document from a third party (including an agent, attorney, accountant, bookkeeper, authority, relative, financial advisor or representative). If any document is not produced because it is stored electronically or by means of other media, then FTI Consulting must identify the subject matter of the document, the places where such document is maintained, and provide a suitable program or method for retrieving the document. The Objectors hereby specifically request the production of electronic or magnetic data responsive to these requests, including responsive deleted and/or fragmented data. The Objectors further request that FTI Consulting produce electronic or magnetic data in its native format or in .pdf or .tif format with metadata, where available. For the avoidance of doubt, the Objectors request the documents described herein contemporaneously with certain requests being made by any other Person to FTI Consulting and is not meant to replace, supersede or otherwise diminish the requests made by any other Person. To the extent a request described herein is duplicative of a request made by any other Person and such document has been i) previously delivered to any such Person and ii) identified as duplicative herein, the request described herein is meant to be supplemental to the request made any such Person.

NY02DOCS\1611086.1

II. Definitions1 The following definitions and instructions apply to this Subpoena: 1. Apollo shall mean Apollo Investment Corporation and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 2. Debtors shall mean, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 3. Bankruptcy Cases shall mean, collectively, those certain bankruptcy cases

jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York. 4. Lehman shall mean Lehman ALI, Inc. and its direct and indirect subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 5. Five Mile shall mean Five Mile Capital II Pooling REIT LLC and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 6. Midland shall mean Midland Loan Services, a division of PNC Bank, National

Association, as special servicer for the Debtors Fixed Rate Loan and its direct and indirect

All capitalized terms used herein and not defined shall have the meaning set forth in the Bid Procedures Motion.

NY02DOCS\1611086.1

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 7. CRES shall mean CRES Investment No. II, LP and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 8. Moelis shall mean Moelis & Company, financial advisor to the Debtors, and its

direct and indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 9. Haynes & Boone shall mean Haynes and Boone, LLP, and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 10. Carl Marks shall mean Carl Marks & Company, Inc., and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 11. FTI Consulting shall mean FTI Consulting, Inc., and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 12. Lazard shall mean Lazard Freres & Co., LLC, and its direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 13. Reorganized Debtors shall mean the reorganized Debtors after the

confirmation of a Plan.

NY02DOCS\1611086.1

14.

The term Correspondence refers to letters, memoranda, facsimile cover sheets,

electronic mail, text messages, notes of personal or telephone conferences or communications, and any document which in any way relates to communication. 15. The term Document shall include without limitation the following items,

whether printed or reproduced or stored or recorded by any process, or written, or produced by hand, and whether or not claimed to be privileged or otherwise excludable from discovery: notes, letters, Correspondence, books, periodicals, printed publications, Communications, intraoffice and interoffice communications, telexes, telegrams, memoranda, summaries or records of telephone conversations, summaries and research reports and notebooks, charts, lists, schedules, plans, drawings, photographs, diaries, studies, evaluations, worksheets, minutes or records of meetings including directors meetings, reports and/or summaries of interviews, reports and/or summaries of investigations, opinions or reports of consultants, reports or opinions regarding patent or trademark searches, patent or trademark appraisals, trademark registrations, issued patents, opinions of counsel, agreements, contracts, reports or summaries of negotiations, court papers, administrative agency papers, transcripts, brochures, pamphlets, advertisements, circulars, promotions material, trade letters, press releases, videotapes, radio tapes, electronic mail, story boards, recordings, drafts of documents, revisions of documents, and metadata of any documents. 16. A document is related to or is relating to a described subject matter when

the document refers directly or indirectly to that subject matter, or when it constitutes, embodies, compromises, reflects, identifies, states, deals with, comments or responds to, describes, analyzes, contains information or Communications concerning, or is any way pertinent to the subject matter, whether directly or indirectly.

NY02DOCS\1611086.1

17.

The term Communication(s) includes all discussions, conversations,

interviews, negotiations, cablegrams, mailgrams, telegrams, telexes, cables, electronic mail, text messages or other forms of written, oral or electronic interchange, however transmitted, including reports, notes, memoranda, lists, agenda, and other documents and records of communications, and when used shall require a statement of the name of the individual who made the communication, the person(s) to whom he made it, the date it was made, the form in which it was made, and whether or not it was recorded. 18. The terms and and or shall be construed conjunctively or disjunctively as

necessary to make the request inclusive rather than exclusive. 19. Person means any natural person, corporation, partnership, joint venture,

limited liability company, or any other form of business entity. 20. Plan Support Agreement means that certain Plan Support Agreement by and

among Debtors and Lehman, dated July 17, 2010. 21. Bid Procedures Motion shall mean that certain Motion for Entry of an Order

(I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI, Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve, including all exhibits thereto, filed on January 14, 2011. 22. Derrough Declaration shall mean that certain Declaration of William Q.

Derrough in Support of Debtors Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI,

NY02DOCS\1611086.1

Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve, filed on January 14, 2011. 23. Data Room shall mean the electronic data room created by the Debtors,

containing confidential financial and operational materials, to allow potential bidders to conduct due diligence. 24. Fixed Rate Loan shall mean that certain mortgage loan in the amount of not

less than $825,402,542, secured by 45 hotel properties. 25. Floating Rate Loan shall mean that certain mortgage loan in the original

principal amount of $250 million, which amount is collateralized by 20 hotel properties. 26. Garden Grove Loan shall mean that certain mortgage loan in the original

principal amount of $37.6 million, which amount is secured by the Residence Inn in Garden Grove, California. 27. Term Sheet shall mean that certain document attached as Exhibit A to Exhibit

1 of the Bid Procedures Motion, including any drafts, prior versions, or other renditions related thereto. 28. agreements. 29. Equity Interests shall mean ownership interests, or any right, option or Non Disclosure Agreements shall mean any confidentiality or non disclosure

derivative with respect to same. 30. Plan shall mean a plan of reorganization or liquidation pursuant to chapter 11

of the Bankruptcy Code for one or more of the Debtors.

NY02DOCS\1611086.1

10

31. 32.

New Equity shall have the meaning ascribed to it in the Term Sheet. C7 Trust shall mean that certain New York trust known as LB-UBS

Commercial Mortgage Trust 2007-C7 Commercial Mortgage Pass-Through Certificates, Series 2007-C7. 33. C6 Trust shall mean that certain New York trust known as LB-UBS

Commercial Mortgage Trust 2007-C6 Commercial Mortgage Pass-Through Certificates, Series 2007-C6. 34. C6 PSA shall mean that certain pooling and servicing agreement by and

between Structured Assets Securities Corporation II, Wachovia Bank, National Association, Midland, and LaSalle Bank National Association, dated as of August 13, 2007. 35. PSA. 36. Controlling Class and Controlling Class Representative shall have the Special Servicing Standard shall have the meaning ascribed to it in the C6

meanings ascribed to them in the C6 PSA. 37. Stalking Horse means a Person or Persons that would serve as the sponsor or

sponsors of a Plan or Plans, subject to higher or better offers. 38. Stalking Horse Proposal means any proposal by an actual or potential Stalking

Horse to sponsor a Plan or Plans. 39. Bidder means a Person or Persons that would serve as the sponsor or sponsors

of a Plan or Plans following the selection of a Stalking Horse. For the avoidance of doubt, the same Person or Persons may be both a potential Stalking Horse and potential Bidder. 40. Bids means a proposal by a Bidder to sponsor a Plan or Plans.

NY02DOCS\1611086.1

11

41.

Bidder A shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder A, in December of 2010. 42. Bidder B shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder B, in December of 2010. 43. Bidder C shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder C, in December of 2010. 44. Bidder D shall mean the Stalking Horse candidates identified by the Debtors to

key constituents as Bidder D, in December of 2010. 45. The singular of a word shall include the plural and vice versa; the masculine form

of a pronoun shall include the feminine and indefinite form and vice versa. 46. Unless otherwise indicated, the time period applicable to the requests made under

this notice is from September 1, 2010 to the present. III. Document Production Requests 1. All Documents relating to any actual or potential Stalking Horse, including but

not limited to Bidders A, B, C and D. 2. All Documents relating to the identification or selection of potential Stalking

Horse candidates, including but not limited to any analysis or analyses of any potential Stalking Horse and the time spent by FTI Consulting in identifying or selecting potential Stalking Horse candidates. 3. All Documents relating to any actual or potential Stalking Horse Proposal,

including but not limited to the Stalking Horse Proposals submitted by Bidders A, B, C and D.

NY02DOCS\1611086.1

12

4.

All Document relating to any Correspondence or Communications with, between

or relating to any actual or potential Stalking Horse, and any Correspondence or Communications with, between, to or from Five Mile relating to Bidders B, C or D. 5. All Documents relating to any requests for information, property inspections, due

diligence materials and similar items by any actual or potential Stalking Horse. 6. All Documents relating to Non Disclosure Agreements executed, requested or

sent to any actual or potential Stalking Horse. 7. All Documents relating to any actual or potential Bidder, including but not limited

to Bidders A, B, C and D. 8. All Documents relating to the identification or selection of potential Bidders,

including but not limited to any analysis or analyses of any potential Bidders and the time spent by the FTI Consutling in identifying or selecting potential Bidders. 9. All Documents relating to any actual or potential Bidder proposal, including but

not limited to the proposals submitted by Bidders A, B, C and D. 10. All Document relating to any Correspondence or Communications with, between

or relating to any actual or potential Bidder, including but not limited to telephone logs. 11. All Documents relating to any requests for information, property inspections, due

diligence materials and similar items by any actual or potential Bidder. 12. All Documents relating to Non Disclosure Agreements executed, requested or

sent to any actual or potential Bidder. 13. All Documents relating to any actual or potential acquisition of any of the

Debtors assets or any of the Equity Interests in any of the Debtors or the Reorganized Debtors

NY02DOCS\1611086.1

13

by Apollo (other than pursuant to the Plan Support Agreement or the Plan contemplated thereby). 14. All Documents relating to any evaluations or analyses of Bidding Procedures,

including but not limited to the effect of the requirement that any overbid satisfy the Floating Rate Loan solely in cash. 15. All Documents relating to Five Mile, including any Correspondence or

Communications with, between, to or from Five Mile. 16. All Documents relating to Debtors, including any Correspondence or

Communications with, between, to or from Debtors. 17. All Documents relating to Lehman, including any Correspondence or

Communications with, between, to or from Lehman. 18. All Documents relating to the Controlling Class Representative, including but not

limited to Correspondence or Communications with, between, to and from the Controlling Class Representative. 19. All Documents relating to Bidding Procedures, including any Communications or

Correspondence with any Person regarding the Bidding Procedures. 20. All Documents relating to the Five Mile/Lehman Bid, including but not limited to

information regarding the structuring and valuation of the new mortgages to be provided under the Five Mile/Lehman Bid. 21. 22. 23. All Documents relating to the Five Mile-Lehman Agreement. All Documents relating to the Five Mile-Midland Agreement. All Documents relating to allocation of any consideration payable by Five Mile to

one or more classes of claims against, or interest in the Debtors.

NY02DOCS\1611086.1

14

24.

All Documents relating to any claims for relief, whether or not currently asserted,

that would be released under the Five Mile/Lehman Bid. 25. Loan. 26. Rate Loan. 27. Grove Loan. 28. To the extent not already covered by paragraphs 25, 26 and 27, all documents All Documents relating to the valuation of the collateral securing the Garden All Documents relating to the valuation of the collateral securing the Floating All Documents relating to the valuation of the collateral securing the Fixed Rate

relating to the valuation of the Debtors business as a whole, or any pool of assets. 29. All Documents relating to the allocation of the consideration provided for or

payable pursuant to the Five Mile/Lehman Bid. 30. All Documents relating to any comparable companies analysis performed or

created by any Person. 31. All Documents relating to any comparable transactions analysis performed or

created by any Person. 32. by any Person. 33. All Documents relating to any valuation or performance sensitivity analysis All Documents relating to any discounted cash flow analysis performed or created

performed or created by any Person. 34. assets. All Documents relating to any analysis of debt capacity of any of the Debtors

NY02DOCS\1611086.1

15

35.

All Documents relating to any comparison of the assets securing the Fixed Rate

Loan, the Floating Rate Loan, and any other assets of the Debtors. 36. 37. All Documents relating to the Commitment Letter. All Documents relating to Correspondence or Communications with Apollo

regarding the Bidding Procedures, the Five Mile/Lehman Bid, the New Party/Midland Commitment, the Five Mile-Lehman Agreement, and the Five Mile-Midland Agreement. 38. All Documents relating to the Global Release, including any Correspondence or

Communications with any Person regarding such. 39. All Documents relating to the Apollo Release, including any Correspondence or

Communications with any Person regarding such. 40. All Documents relating to claims for relief relating to the Apollo Guaranty,

including but not limited to any analysis with respect to each claim for relief. 41. All Documents relating to the Midland Release, including any Correspondence or

Communications with any Person regarding such. 42. Loan. 43. All Documents relating to any Communications or Correspondence regarding All Documents relating to any analysis of the debt capacity of the Fixed Rate

efforts to improve the Five Mile/Lehman Bid. 44. All Documents relating to any Communications or Correspondence regarding

efforts to improve the Bidding Procedures. 45. All Documents relating to any Communications or Correspondence regarding the

satisfaction of the Special Servicing Standard by the Five Mile/Lehman Bid. 46. All Documents relating to the consent of Midland to the Global Release.

NY02DOCS\1611086.1

16

47. 48.

All Documents relating to the consent of Midland to the Apollo Release. All Documents, Communications, or Correspondence relating to any alternative

potential Stalking Horses or Bidders. 49. All Documents, Communications, or Correspondence relating to any efforts to

identify any alternative potential Stalking Horses or Bidders. 50. Midland. 51. All Documents relating to work performed by FTI Consulting in reference to the All Documents relating to the engagement letter between FTI Consulting and

Debtors Bankruptcy Cases, including but not limited to analysis of the Bid Procedures Motion, the Bidding Procedures, the Five Mile/Lehman Bid, the New Party/Midland Commitment, the Five Mile-Lehman Agreement and the Five Mile-Midland Agreement. 52. All Documents relating to the compliance of Midlands endorsement of the Five

Mile/Lehman Bid with the Special Servicing Standard. 53. All Documents relating to any analysis performed regarding the 70 percent debt to

equity capitalization requirement for any overbids. 54. All Documents relating to the consent of the Controlling Class Representative to

the Global Release. 55. All Documents relating to the consent of the Controlling Class Representative to

the Apollo Release. 56. All Documents relating to the consent of the Controlling Class Representative to

the Bidding Procedures. 57. All Documents relating to the consent of the Controlling Class Representative to

the Five Mile/Lehman Bid.

NY02DOCS\1611086.1

17

58.

All Documents relating to the consent of the Controlling Class Representative to

the New Party/Midland Commitment. 59. All Documents relating to the consent of the Controlling Class Representative to

the Five Mile-Lehman Agreement. 60. All Documents relating to the consent of the Controlling Class Representative to

the Five Mile-Midland Agreement. 61. All Documents relating to the consent of the Controlling Class Representative to

the Bid Procedures Motion. 62. All Documents relied upon by any expert FTI Consulting intends to call as a

witness to testify at the hearing on the Bid Procedures Motion.

NY02DOCS\1611086.1

18

KILPATRICK TOWNSEND & 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. (pro hac vice pending) 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

TRIMONT REAL ESTATE ADVISORS, INC.S, AS SPECIAL SERVICER, FIRST SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS TO MIDLAND LOAN SERVICES, INC. Pursuant to Federal Rules of Civil Procedure 26 and 34 and Rules 7034 and 9014 of the Federal Rules of Bankruptcy Procedure, TriMont Real Estate Advisors, Inc., 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, hereby requests that Midland Loan Services, Inc., produce responsive documents for inspection and copying at the offices of Kilpatrick Townsend & Stockton LLP, 1100 Peachtree Street N.E., Suite 2800, Atlanta, Georgia

30309, or such place as may be agreed upon by counsel, with such production to be made on a rolling basis beginning by February 4, 2011 and to be completed by February 8, 2011. I. Instructions You (as herein defined) are instructed to produce any and all documents which are in your possession, custody, or control. Possession, custody, or control includes constructive possession whereby you have a right to compel the production of a document from a third party (including an agent, attorney, accountant, bookkeeper, authority, relative, or representative). If any document is not produced because it is stored electronically or by means of other media, then you must identify the subject matter of the document, the places where such document is maintained, and provide a suitable program or method for retrieving the document. TriMont hereby specifically requests the production of electronic or magnetic data responsive to these requests, including responsive deleted and/or fragmented data. TriMont further requests that you produce electronic or magnetic data in its native format or in .pdf or .tif format with metadata, where available. II. Definitions The following definitions and instructions apply to this Request: 1. Ad Hoc Committee shall mean the Ad Hoc Committee of Preferred

Shareholders that has filed an appearances in the Bankruptcy Cases. 2. Apollo shall mean Apollo Investment Corporation and it direct and indirect

subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof.

2
US2008 2244839

3.

Bankruptcy Cases shall mean those certain bankruptcy cases jointly

administered under Case No. 10-13800 (SCC) and pending in the United States Bankruptcy Court for the Southern District of New York. 4. Bidder B shall mean the entity generally referred to by the Debtors as Bidder B

in the December 7, 2010 Presentation and its direct and indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 5. Bidder C shall mean the entity generally referred to by the Debtors as Bidder C

in the December 7, 2010 Presentation and its direct and indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 6. Bidder D shall mean the entity generally referred to by the Debtors as Bidder D

in the December 7, 2010 Presentation and its direct and indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 7. Bidding Procedures Motion shall mean the Debtors Motion For Entry Of An

Order (I) Authorizing The Debtors To Enter Into The Commitment Letter With Five Mile Capital II Pooling REIT LLC, Lehman ALI Inc., And Midland Loan Services, (II) Approving The New Party/Midland Commitment Between The Debtors And Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing An Expense Reimbursement To Bidder D, And (VI) Modifying Cash Collateral Order To Increase Expense Reserve filed by the Debtors in these Bankruptcy Cases on or about January 14, 2011 including any exhibits attached thereto.

3
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8.

Board shall mean the Board of Trustees of Innkeepers USA Trust including any

current or former members thereof as well as any committee thereof, including but not limited to the Independent Committee. 9. Commitment Letter shall mean the letter agreement memorializing the terms

of Five Miles equity commitment, Lehmans debt to equity conversion and all other commitments of Five Mile, Lehman and/or Midland, which is annexed as Exhibit 1 to Exhibit A of the Bidding Procedures Motion including any exhibits and/or appendices attached thereto. 10. Communication(s) shall mean all discussions, conversations, interviews,

negotiations, cablegrams, mailgrams, telegrams, telexes, cables, electronic mail, text messages or other forms of written, verbal or electronic interchange, however transmitted, including reports, notes, memoranda, lists, agenda, and other documents and records of communications, and when used shall require a statement of the name of the individual who made the communication, the person(s) to whom he made it, the date it was made, the form in which it was made, and whether or not it was recorded. 11. Correspondence shall mean all letters, memoranda, facsimile cover sheets,

electronic mail, text messages, notes of personal or telephonic conferences or communications, and any Document which in any way relates to Communication. 12. Debtors shall mean, collectively, all of the debtors and debtors-in-possession in

the Bankruptcy Cases and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 13. December 7, 2010 Presentation shall mean the Moelis presentation entitled

Project Tavern Potential Plan Sponsor Proposal Comparison dated December 7, 2010.

4
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14.

Declaration shall mean the Declaration of William Q. Derrough filed in support

of the Bidding Procedures Motion. 15. Document shall include without limitation the following items, whether printed

or reproduced or stored or recorded by any process, or written, or produced by hand, and whether or not claimed to be privileged or otherwise excludable from discovery: notes, letters, correspondence, books, periodicals, printed publications, Communications, Correspondence, intraoffice and interoffice communications, telexes, telegrams, memoranda, summaries or records of telephone conversations, summaries and research reports and notebooks, charts, lists, schedules, plans, drawings, photographs, diaries, studies, evaluations, worksheets, minutes or records of meetings including directors meetings, reports and/or summaries of interviews, reports and/or summaries of investigations, opinions or reports of consultants, reports or opinions regarding patent or trademark searches, patent or trademark appraisals, trademark registrations, issued patents, opinions of counsel, agreements, contracts, reports or summaries of negotiations, court papers, administrative agency papers, transcripts, brochures, pamphlets, advertisements, circulars, promotions material, trade letters, press releases, videotapes, radio tapes, electronic mail, story boards, recordings, drafts of documents, revisions of documents, and metadata of any documents. 16. Five Mile shall mean Five Mile Capital II Pooling REIT LLC and its direct and

indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 17. Five Mile/Lehman Bid shall mean the restructuring proposal embodied in the

Commitment Letter.

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18.

Hope Note shall mean the structured note or other debt or equity instrument or

other consideration that TriMont is proposed to receive, on behalf of SASCO 2008 C-2, LLC, as 100% participant and owner of all economic and beneficial interests in the Floating Rate Mezzanine Loan as set forth in the Term Sheet attached as an exhibit to the Commitment Letter. 19. 20. Independent Committee shall mean the Independent Committee of the Board. Lehman shall mean Lehman ALI Inc. and its direct and indirect subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 21. LNR shall mean LNR Securities Holdings, LLC, LNR Partners, LLC and their

respective direct and indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 22. Midland shall mean Midland Loan Services, Inc. a division of PNC Bank,

National Association, in its capacity as special servicer pursuant to that certain pooling and servicing agreement dated as of August 13, 2007 for the Debtors fixed rate mortgage loan and its direct and indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 23. Moelis shall mean Moelis & Company and its direct and indirect subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 24. New Party/Midland Commitment shall mean the agreement entered into by

the Debtors and Midland attached to the Bidding Procedures Motion as Exhibit C. 25. Person means any natural person, corporation, partnership, joint venture,

limited liability company, or any other form of business entity.

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26.

Redacted Party shall mean the party in the December 10, 2010 Five

Mile/Lehman Proposal (attached to the Bidding Procedures Motion as Exhibit E) who agrees to purchase an additional 10% of New Equity pursuant to such proposal and its direct and indirect subsidiaries, affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 27. TriMont shall mean TriMont Real Estate Advisors, Inc., as special servicer for

the benefit of SASCO 2008-C2, LLC and the current and former employees, agents and representatives thereof. 28. A document is related to or is relating to a described subject matter when the

document refers directly or indirectly to that subject matter, or when it constitutes, embodies, compromises, reflects, identifies, states, deals with, comments or responds to, describes, analyzes, contains information or Communications concerning, or is in any way pertinent to the subject matter, whether directly or indirectly. 29. The terms you and your shall mean each party responding to these document

requests, and any of their officers, directors, employees, partners, advisers, attorneys, agents and representatives thereof. 30. The terms and and or shall be construed conjunctively or disjunctively as

necessary to make the request inclusive rather than exclusive. 31. The singular of a word shall include the plural and vice versa; the masculine form

of a pronoun shall include the feminine and indefinite form and vice versa. 32. Unless otherwise indicated, the time period applicable to the requests made under

this notice is January 1, 2010 to the present. III.

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US2008 2244839

Document Production Requests 1. All Documents relating to the Bidding Procedures Motion including but not

limited to the formulation of the Bidding Procedures, your belief that auction bids should be limited to bids based on the Five Mile/Lehman Bid, the Debtors decision to designate the Five Mile/Lehman Bid as the proposed stalking horse in the Debtors Bidding Procedures Motion, and the decision not to pursue the bid of Bidder D as the proposed stalking horse bid. 2. All Documents relating to the disposition by the Debtors of their assets or any

equity interests therein, including but not limited to, all marketing documents, call logs, confidentiality agreements, non-disclosure agreements, bids, potential bids, modified bids, indications of interest, restructuring proposals, expressions of interest, or other materials that were not available in any data room of the Debtors that was accessible to TriMont as of the date hereof. 3. All Documents relating to any financial plans, valuations, appraisals, forecasts,

business plans, projections or financial analyses of the Debtors or any of their assets including, but not limited to, the Debtors enterprise value, the values of the hotels owned by the Debtors in each of the Debtors pools of debt, and the valuation of the equity of Innkeepers, as reorganized, to be distributed as contemplated by the Commitment Letter or any plan of reorganization. 4. All Documents evidencing efforts by the Debtors or Moelis to market the Debtors

or their assets including but not limited to identification of alternative financing sources. 5. All Documents related to the Overbid Model attached as Exhibit A to the Bidding

Procedures or related to the allocation of value of competing bids in accordance with the capital structure contemplated in the Five Mile/Lehman Bid.

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6. Letter. 7.

All Documents relating to the formulation and negotiation of the Commitment

All Documents related to any parties who have sought any type of diligence

regarding any of the Debtors businesses, including but not limited to Five Mile, Lehman, Bidder B, Bidder C, and Bidder D. 8. All Documents between two or more of the Debtors, Moelis, Apollo, Bidder B,

Bidder C, Bidder D, Five Mile, Lehman, the Board, or Midland regarding the Bidding Procedures Motion. 9. 10. All Documents relating to the New Party/Midland Commitment. All Documents concerning the decision to provide Bidder D with an expense

reimbursement as set forth in the Bidding Procedures Motion. 11. 12. All Documents concerning the Hope Note. All Documents concerning the proposal embodied in the Five Mile/Lehman

Proposal that the Redacted Party would purchase ten percent of new equity. 13. All Documents concerning the identity of the Redacted Party, Bidder B, Bidder C

and/or Bidder D. 14. All Documents concerning any relationship or agreement between Apollo and any

one or more of the following: the Redacted Party, Bidder B, Bidder C, Bidder D, or any other party that has been authorized to perform diligence on the Debtors estates. 15. All Documents concerning Apollos actual or possible, direct or indirect

acquisition of any post-confirmation equity interest in any Debtor or affiliate of a Debtor as well as any direct or indirect indication of interest or non-interest in any Debtor or affiliate of the Debtor or their assets after September 1, 2010.

9
US2008 2244839

16.

All Documents, including minutes or notes, from meetings of the Board and/or the

Independent Committee and any instructions from the Board to the Debtors concerning any negotiations over any restructuring proposal or sale proposal. 17. 18. All Documents regarding the exclusion of any parties from the data room. All Documents related to the Debtors decision to pursue an enterprise-level

restructuring including the benefit or detriment of accepting enterprise bids. 19. All Documents related to the sources of the $7.4 million currently escrowed in an

account held by Innkeepers USA Trust as described in the Term Sheet attached as Exhibit A to the Commitment Letter.

10
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20.

All Documents produced to any other party, including but not limited to the Ad

Hoc Committee of Preferred Shareholders or LNR in connection with the Bidding Procedures Motion not already produced pursuant to any other request herein. Dated: January 21, 2011 KILPATRICK TOWNSEND & 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@kilpatricktownsend.com rveal@kilpatricktownsend.com mfink@kilpatricktownsend.com Michael D. Crisp, Esq. (pro hac vice pending) 31 West 52nd Street, 14th Floor New York, NY 10019 Telephone: (212) 775-8703 Facsimile: (212) 775- 8819 mcrisp@ kilpatricktownsend.com Counsel for TriMont Real Estate Advisors, Inc., as Special Servicer

11
US2008 2244839

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 served on the below counsel by electronic mail. Dated: January 21, 2011 /s/ Mark A. Fink

ATTORNEYS FOR MIDLAND LOAN SERVICES, INC. Lenard M. Parkins HAYNES AND BOONE, LLP 1221 Avenue of the Americas 26th Floor New York, New York 10020 Tel. 212-659-4966 Fax 212-884-8226 Email: lenard.parkins@haynesboone.com John D. Penn HAYNES AND BOONE, LLP 201 Main Street Suite 2200 Fort Worth, Texas 76102 Tel. 817.347.6610 Fax. 817.348.2300 Email: john.penn@haynesboone.com

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DEWEY & LEBOEUF LLP 1301 Avenue ofthe Americas New York, New York 10019 Telephone: 212.259.8000 Facsimile: 212.259.6333 Martin J. Bienenstock, Esq. Irena M. Goldstein, Esq. Timothy Q. Karcher, Esq. Attorneys for Ad Hoc Committee of Preferred Shareholders

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK


) ) ) ) ) ) )

In re: INNKEEPERS USA TRUST, eta/., Debtors.

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

THE AD HOC COMMITTEE OF PREFERRED SHAREHOLDERS' FIRST SET OF REQUESTS FOR THE PRODUCTION AND INSPECTION OF DOCUMENTS
To: John D. Penn, Esq. Counsel to Midland Loan Services, a division of PNC Bank, National Association Haynes & Boone, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102 Pursuant to Rules 26 and 34 ofthe Federal Rules of Civil Procedure, made applicable to contested matters pursuant to Rules 7026 and 7034 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), Local Civil Rule 26.3 and Rule 7026-1 of the Local Bankruptcy Rules for the Southern District of New York (the "Local Bankruptcy Rules"), the Ad Hoc Committee of Preferred Shareholders (the "Ad Hoc

Committee") 1 m the above-captioned chapter 11 cases of Innkeepers USA Trust ("Innkeepers" or the "Company"), its parent corporation Grand Prix Holdings, LLC ("Grand Prix") and their direct and indirect title 11 debtor subsidiaries (collectively with Innkeepers and Grand Prix, the "Debtors"i hereby requests and demands that Midland (as defined below) produce for examination, inspection and copying all documents
1

The following holders which collectively hold approximately 30.5% of Innkeepers' 8.0% Series C Cumulative Preferred Shares comprise the Ad Hoc Committee: Brencourt Advisors, LLC; Esopus Creek Advisors, LLC; Plainfield Special Situations Master Fund II Limited; Morgens, Waterfall, Vintiadis & Co., Inc.; P. Schoenfeld Asset Management LP, for and on behalf of certain funds and entities for which it serves as the Invesbnent Advisor; and funds and accounts managed by York Capital Management Global Advisors, LLC.
2

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor's 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 Comers) 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 I 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 I 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 RIMY 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 RIMY, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Comer 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.

specified herein on or before February 8, 2011 at the offices of Dewey & LeBoeuf LLP, Attn: Martin J. Bienenstock, 1301 Avenue of the Americas, New York, New York 10019, in accordance with the requests, definitions, and instructions set forth herein.
DEFINITIONS

As used in these requests, the following words shall have the definitions ascribed below. Terms not defined herein shall have the meanings assigned to them, if any, by the Bankruptcy Rules; the definitions and rules of construction set forth in Rule 34 of the Federal Rules of Civil Procedure and Rules 26.2 and 26.3 of the Local Civil Rules of the United States District Courts for the Southern and Eastern Districts of New York; and the definitions and rules of construction provided in sections 101 and 102 of title 11 of the United States Code (the "Bankruptcy Code"). 1. "Ad Hoc Committee Proposals" refers to the restructuring

proposals submitted to the Debtors by the Ad Hoc Committee on December 20, 2010 and January 12, 2011. 2. "Apollo" refers to Apollo Investment Corporation and its

predecessors and successors, parents, subsidiaries, affiliates, operating units, officers, directors, employees, representatives, attorneys, accountants, agents, financial advisors, or anyone else acting on their behalf or otherwise subject to their control. 3. "Apollo Guaranty" refers to that certain Required Capital

Improvements Guaranty executed by Apollo on June 29, 2007. 4. "Apollo Release" refers to Apollo's waiver of all rights to receive

any recovery or distribution under the Five Mile/Lehman Bid.

5.

"Concerning," "in connection with," and similar phrases shall be

construed in their customary broad sense, and mean referring to, relating to, constituting, comprising, containing, setting forth, summarizing, reflecting, stating, describing, recording, noting, embodying, mentioning, studying, analyzing, discussing, or evaluating, directly or indirectly. The term "concern" shall be similarly construed. 6. "Communication" means the transmittal of information (in the

form of facts, ideas, inquiries or otherwise) by any means, including, but not limited to, letter, facsimile, memorandum, or telephone. 7. "Documents" is defined to be synonymous with the broadest

meaning and equal in scope to the usage of this term in Federal Rule of Civil Procedure
34(a).

8.

"Expressions of Interest" refers to any written, typed, printed, or

spoken Communication relating to any of the assets of Innkeepers USA Trust or any of its direct or indirect subsidiaries. 9. "Financial Statement" means any form of report quantifying and/or

describing the financial health or status of the entity in question, including but not limited to income statements, balance sheets, and cash flow statements, regardless of whether compiled on a monthly, quarterly, or annual basis. 10. "Five Mile" refers to Five Mile Capital II Pooling REIT LLC and

its predecessors and successors, parents, subsidiaries, affiliates, operating units, officers, directors, employees, representatives, attorneys, accountants, agents, financial advisors, or anyone else acting on their behalf or otherwise subject to their control.

11.

"Five Mile/Lelunan Bid" refers to the binding commitment

presented to Innkeepers USA Trust by Five Mile and Lelunan (as defined below) as of January 14, 2011. 12. "Global Releases" refers to the mutual full discharge, release and

exculpation of liability, and injunction, to the maximum extent of applicable law, by and among the Releasing Parties as referenced in the Motion (as defined below). 13. 14. 15. "Hearing" refers to the hearing on the Motion (as defined below). "Including" means including but not limited to. "Lelunan" refers to Lelunan ALI Inc. and its predecessors and

successors, parents, subsidiaries, affiliates, operating units, officers, directors, employees, representatives, attorneys, accountants, agents, or anyone else acting on their behalf or otherwise subject to their control. 16. "Midland" refers to Midland Loan Services, a division of PNC

Bank, National Association and its predecessors and successors, parents, subsidiaries, affiliates, operating units, officers, directors, employees, representatives, attorneys, accountants, agents, financial advisors, or anyone else acting on their behalf or otherwise subject to their control. 17. "Motion" refers to the Debtors' Motion for Entry of an Order (I)

Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling LLC, Lehman ALI Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (Ill) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an

Expense Reimbursement to "Bidder D, " and (VI) Modifying Cash Collateral Order to Increase Expense Reserve [Docket No. 820].

18.

"Person" means any natural person or any entity including, but not

limited to, a firm, a partnership, a proprietorship, an association, an institution, a joint venture, a corporation, a governmental entity, an administrative agency, a professional association, or any other organization. 19. "Relates" or any derivative thereof, means supports, evidences,

describes, mentions, reflects, involves, contains, embodies, shows, demonstrates, discusses, refers to, contradicts, constitutes, comprises, implies, alludes to or pertains to. 20. Midland, and Apollo. 21. "Special Servicer Release" refers to the settlement, release, and "Releasing Parties" refers to the Debtors, Five Mile, Lehman,

waiver of all claims against Apollo by Midland as referenced in the Motion. 22. "Stalking Horse Bidder Selection Process" means the selection

process to identify any potential or actual purchaser of the Debtors' assets. 23. "You" and "Your" as used herein refers to the Debtors.
INSTRUCTIONS
1.

The rules of construction set forth in Rule 26.3(d) of the Local

Rules of the United States District Court for the Southern District of New York, incorporated by Local Bankruptcy Rule 7026-1, are incorporated herein by reference. 2. This document request is continuing in nature and subject to the

requirement that any production be supplemented in the event new or additional documents are discovered or obtained.

3.

All documents are to be produced in their full and unexpurgated

form and, except as otherwise stated, as kept in the regular course of business. In making documents available, all documents that are physically attached to each other in files shall be made available in that form. Documents that are segregated or separated from other documents, whether by inclusion in binders, files, sub-files or by use of dividers, tabs or any other method, shall be made available in that form. available in the order in which they are maintained. 4. In producing documents, You are to furnish all responsive Documents shall be made

documents in your possession, custody, or control, or known to be available to You, regardless of whether documents are possessed directly by You or Your attorneys, agents, brokers, employees, representatives, or investigators, and whether they are maintained at any of Your locations, offices, or in archives or in any other location (including back-up tapes ore-mails) or with any Persons related in any way to You. 5. These document requests are continuing in nature and should be

supplemented as provided by Federal Rule of Civil Procedure 26(e); You are to serve supplementary responses and make additional documents available should additional responsive information or documents become known to you after service of your responses. Supplemental responses should be served and additional documents should be made available upon discovery of such information. 6. Each request includes a request for the original and all non-

identical copies, preliminary drafts, or versions of documents that differ in any respect from the original document, such as differences in form or content or differences by reason of handwritten notes or comments. If you are not able to produce the original of

any document, please produce the best available copy and all non-identical cop1es, including drafts. 7. Each of these requests seeks all documents, wherever located,

which are in the actual or constructive possession, custody, or control of Midland or Midland's present or former attorneys, financial advisors, accountants, bookkeepers, agents, representatives, directors, officers, partners, shareholders, or employees, and its affiliated partnerships, as well as all documents that are known to exist and can be obtained by Midland from any other source. 8. The documents produced must include all attachments, enclosures,

appendixes, exhibits, or any other associated document whether or not such other document is responsive to these requests. 9. All documents should be produced in accordance with the

standards specified in Exhibit A hereto and should be organized by custodian.


10.

If any document is to be withheld on the basis of any claim of

privilege, provide the information required by Rule 26.2 of the Local Civil Rules of the United States District Courts for the Southern and Eastern Districts ofNew York.
11.

If any document to be made available is known to have existed and

cannot now be located, or has been destroyed or discarded, provide the following information as to each document: (a) (b) (c) (d) a statement describing the document, including a summary of its contents; the last known custodian; whether the document is missing or lost or was destroyed or discarded; the date of loss, destruction or discard; 8

(e)

the manner of and reasons for destruction or discard; the persons authorizing or carrying out such destruction or discard; and the efforts made to locate lost or misplaced documents.

(t)
(g)

12.

If you object to any request set forth below or any part thereof and

refuse to respond to that request or that part, identify the request or part to which you are objecting, state with specificity all grounds for your objections, and respond to any portion of the request to which you are not objecting. 13. Except as otherwise stated, this document request calls for the

production of documents that have come into existence or been examined or consulted from July 19,2010 through the present. 14. v1ce versa. 15. Documents not otherwise responsive to these requests should be The use of the singular form of any word includes the plural and

produced if such documents mention, discuss, refer to, or explain the documents that are called for by these requests. 16. If any responsive document is not or cannot be produced in full, it

shall be produced to the extent possible, indicating what document or portion of such document is not or cannot be produced and the reason why it is not or cannot be produced. 17. Each request for production and subparagraphs or subdivisions

thereof shall be construed independently, and no request shall be construed as creating a limitation upon any other request.

18.

Any reference in these document requests to any corporation,

partnership, association, governmental entity or agency, or other entity includes the present and former officers, executives, partners, directors, trustees, employees, agents, representatives, attorneys, accountants, and all other persons acting or purporting to act on behalf of such corporation, partnership, association or entity and any of their parent corporations, holding companies, subsidiaries, affiliates, divisions, departments, predecessors, and/or successors-in-interest. 19. Each request shall be responded to separately. Nevertheless, a

document that is responsive to more than one request may be produced for one request and incorporated by reference in another response, provided that the relevant, corresponding portion is so labeled or marked. 20. If You contend that it would be unduly burdensome to obtain and

provide all of the documents called for in response to these requests, or any portion thereof, then in response to each such request You shall: a. Produce all documents and information available to You without undertaking what You contend to be an unreasonable burden; and Set forth the particular grounds on which You contend that additional efforts to obtain such documents and information would be unduly burdensome.

b.

21.

To the extent any of these requests call for information or

documents that contain, refer or relate to confidential information, the disclosure of which may be harmful to the business of Midland, or which may be subject to confidentiality agreements with third parties, the Ad Hoc Committee is prepared to

10

receive such documents pursuant to the Stipulated Protective Order dated August 16, 2010 [Docket No. 23].

11

DOCUMENTS TO BE PRODUCED
1. 2. All Documents relating to any Expressions of Interest. All Communications and all Documents relating to

Communications between You and any other Person regarding any Expressions of Interest. 3. All Financial Statements and other financial Documents of each of

the hotels that relate or refer to the hotels that serve as collateral for that certain fixed rate mortgage loan dated as of June 29, 2007 for which Midland is the special servicer, including, but not limited to, all Documents relating to all internal and external appraisals, valuations, comparables, budgets, strategic plans, analyses and/or projections (including discounted cash flow analyses). 4. All Communications and all Documents relating to

Communications between You and any other Person regarding all Financial Statements and other financial information of each of the hotels that serve as collateral for that certain fixed rate mortgage loan dated as of June 29, 2007 for which Midland is the special servicer, including, but not limited to, all Communications and Documents relating to all internal and external appraisals, valuations, comparables, budgets, strategic plans, analyses and projections (including discounted cash flow analyses). 5. Process. 6. All Communications and all Documents relating to All Documents relating to the Stalking Horse Bidder Selection

Communications between You and any other Person regarding the Stalking Horse Bidder Selection Process.

12

7. 8.

All Documents relating to the Five Mile/Lehman Bid. All Communications and all Documents relating to

Communications between You and any other Person regarding the Five Mile/Lehman Bid. 9. All Documents relating to the Global Releases, including, but not

limited to, the Special Servicer Release, the Apollo Release, and the Global Release. 10. All Communications and all Documents relating to

Communications between You and any other Person regarding the Global Releases, including, but not limited to, the Special Servicer Release, the Apollo Release, and the Global Release. 11. 12. All Documents relating to the Ad Hoc Committee Proposals. All Communications and Documents relating to Communications

between You and any other Person regarding the Ad Hoc Committee Proposals. 13. 14. All Documents relating to the Apollo Guaranty. All Communications and all Documents relating to

Communications between You and any other Person regarding the Apollo Guaranty. 15. with the Hearing. 16. All Documents received by Midland in connection with any All Documents upon which Midland intends to rely in connection

document requests served by Midland on any Person in connection with the Stalking Horse Bidder Selection Process and/or the Hearing.

13

17.

All Documents responsive to any document requests served on

You by any Person in connection with the Motion, Stalking Horse Selection Process and/or the Hearing.

Dated: New York, New York January 21, 2011 . Bienenstock a M. Goldstein imothy Q. Karcher 1301 Avenue ofthe Americas New York, New York 10019 Telephone: 212.259.8000 Facsimile: 212.259.6333 Attorneys for Ad Hoc Committee of Preferred Shareholders

14

EXHIBIT A
The following document outlines the technical requirements for electronic productions produced to Dewey & LeBoeuf ("D&L").

Hard Copy Collections


1. Images files. Image files must be produced in Group IV, 300 DPI, single page TIFF format. File names cannot contain spaces. 2. Delimited Text Files. All delimited text files must be produced with, at a minimum, the BEGBATES, ENDBATES, BEGATTACH, and ENDATTACH. D&L reserves the right to request bibliographic coding for any produced document. The file must be sorted by the BEGBATES field. The delimiters for the file must be as follows (Concordance default): Comma- ASCII character 20 Quote - ASCII character 254 Newline- ASCII character 174 3. OCR Text. OCR text must be delivered with all hard copy documents scanned into electronic form. The OCR text must be delivered on a document level with the text files named as BEGBATES.txt. All text for a single document should be contained within one file and the name of that file should be the first page of the document. A page marker must be inserted into the OCR text file for each page of the document. An example is listed below: ***ABCOOOOO I*** 4. LFP Cross-Reference file. An LFP cross-reference file is a delimited file used as a load file for IPRO and must be provided. The definitions for the IPRO load file are: IM - Import code identifier (Importing new page/image database record) ABCOOOOOOI- The image key/document ID number D - Document boundary designation; only designate the first page of each document The document designations for hard copy documents are as follows: B-Box F -Folder D-Document C- Child 0- Offset to the tiff file. Always 0 for single page tiff files. @AUT0002- Volume Name 15

IMAGES\1997- Directory path of the image ABC0000001.tif- Filename of the image ;2- Tells IPRO the type of image file

An example of the format of the cross-reference file is shown below. IM,ABCOOOOOO 1,D,O,@AUT00002;IMAGES\1997 ;ABCOOOOOO 1.tif;2 IM,ABC0000002, ,O,@AUT00002;IMAGES\1997;ABC0000002.tif;2 IM,ABC0000003, ,O,@AUT00002;IMAGES\1997;ABC0000003.tif;2 IM,ABC0000004, ,O,@AUT00002;IMAGES\1997;ABC0000004.tif;2 IM,ABC0000005, ,O,@AUT00002;IMAGES\1997 ;ABC0000005 .tif;2 IM,ABC0000006, ,O,@AUT00002;IMAGES\1997;ABC0000006.tif;2 IM,ABC0000007, ,O,@AUT00002;IMAGES\1997;ABC0000007 .tif;2 IM,ABC0000008, ,O,@AUT00002;IMAGES\1997;ABC0000008.tif;2 IM,ABC0000009, ,O,@AUT00002;IMAGES\1997;ABC0000009 .tif;2

16

Electronic Stored Information (ESD Deliverable


1. ESI should be produced as Tiff images in the format listed above. Documents that can not be converted to Tiff (video, audio, applications, etc.) should be produced in native format. Also, documents that can become unwieldy when converted to Tiff (spreadsheets, databases, source code, large diagrams, etc.) should be produced in native format. For documents produced natively, create a single page place holder sheet bearing the bates number\range, path and file name of the document being produced.. D&L reserves the right to request native files for any produced document type. 2. An LFP cross-reference file must be provided as referenced in the above section titled LFP Cross-Reference file. Document families (i.e. e-mail and attachments) must remain intact with the boundaries provided in the LFP cross-reference file using "D" to identify each parent document and "C" for each attachment. 3. Extracted text of a document must be delivered in the form of document-level text files as referenced in the above section titled OCR Text. If there are nonsearchable electronic documents and the text cannot be extracted, D&L requires OCR text be provided for those documents in the form of document-level text files as referenced in the above section titled OCR Text. 4. A Concordance load file (same delimiters as listed above in the section titled Delimited Text Files) must be delivered with the requested fields and metadata as shown in the table below. If specific fields cannot be provided, a placeholder must be inserted in place of the fielded data. In the case of email, the email image will be parent, and attachment(s) will be the child/children; email images/parents and attachments/children must be bates numbered consecutively and sorted by email image/parent followed by attachment/child.

Field Name STARTBATES


ENDBATES BEGATTACH

Sample Data ABCOOOOOOl


ABC0000002 ABCOOOOOOl

ENDATTACH

ABCOOOOOlO

CUSTODIAN FROM

John Doe John Doe

Comment First bates number of electronic document Last bates number of electronic document First bates number of the first page in a parent/child email relationship Last bates number of the last page in a parent/child email relationship Owner of the emaiVdocument Sender of email

17

TO

Jane Doe Smith

Direct or Primary Recipient(s) of email (listed in To field

cc
BCC SUBJECT DATE SENT TIME SENT LINK FILE EXTEN TITLE AUTHOR DATE CREATED

DATE MODIFIED

DATE ACCESSED

PRINTED DATE ORIGINALFILEPATH FILESIZE SOURCE

Secondary Recipient(s) of email (listed in CC field) Blind Recipient(s) of email Jake Johnson (listed in BCC field) Subject line of email This is a document Date email was sent 10115/2007 (MMDDYYYY) 09:00AM Time email was sent \NativeFiles\test.xls Link to native file on the media received PST (email); DOC (Word) File extension of the email, attachment, or loose e-file The title of the email Document. doc attachment or loose e-file John Doe The author of the email attachment or loose e-file 10/15/2007 The create date of the email attachment or loose e-file (MMDDYYYY) The modified date of the 10115/2007 email attachment or loose efile The last accessed date of 10/17/2005 the email attachment or loose e-file 10115/2006 The date the document was last printed Smith. pst\Personal The path to the email in the Folders\Inbox mailbox or loose e-file 125 Size of file in KB Laptop; Desktop; Server; Data source from where the Thumb Drive document was collected Fred Murray

5. D&L requires that the delivery be sent on a CD, DVD, or external USB hard drive.

18

Lee S. Attanasio John G. Hutchinson Benjamin R. Nagin SIDLEY AUSTIN LLP 787 Seventh A venue New York, NY 10019 (212) 839-5300 (tel) (212) 839-5599 (fax) Attorneys for Appaloosa Investment L.P. I, Palomino Fund Ltd., Thoroughbred Fund L.P., and Thoroughbred Master Ltd.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

------------------------------------------------------x
In re Innkeepers USA Trust, et al., Debtors.

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

------------------------------------------------------x
FIRST SET OF DOCUMENT REQUESTS DIRECTED TO MIDLAND LOAN SERVICES, INC. BY APPALOOSA INVESTMENT L.P. I, PALOMINO FUND LTD., THOROUGHBRED FUND L.P., AND THOROUGHBRED MASTER LTD.
For purposes of obtaining information in connection with the Debtors' Motion (the "Motion") for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between The Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to "Bidder D," and (VI) Modifying Cash Collateral Order to Increase Expense Reserve, Appaloosa Investment L.P. I and three other funds represented by the same fund manager, Palomino Fund Ltd., Thoroughbred Fund L.P., and Thoroughbred Master Ltd. (collectively, "Appaloosa" or the "Appaloosa Funds"), all parties in

interest in these cases, by and through their counsel, direct the following First Request for Production of Documents (the "Request") to Midland Loan Services, Inc. In accordance with an Order entered by the Court on January 21,2011, You are required to produce all responsive documents by February 8, 2011, at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.

DEFINITIONS
(1) (2)
All/Each. The tenus "all" and "each" shall be construed as all and each .. And/Or. The connectives "and" and "or" shall be construed either disjunctively

or conjunctively as necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. (3)
Apollo. The tenn "Apollo" means Apollo Investment Corporation and its direct

and indirect parents, subsidiaries, affiliates, predecessors, successors, assignees and their current and former employees, agents and representatives. (4)
Apollo Action. The tenn the "Apollo Action" means the action captioned

Midland Loan Services, Inc., as Special Servicer for LB-UBS Commercial Mortgage Trust 2007C-6 v. Apollo Investment Corporation, Index No. 601324/10 (Supreme Court ofthe State ofNew

York, County ofNew York), and any other action presently or formerly pending concerning the Apollo Guaranty. (5)
Apollo Guaranty. The tenn the "Apollo Guaranty" means the Required Capital

Improvements Guaranty executed by Apollo on or about June 29, 2007. (6)


Communication. The term "communication" means the transmittal of information

(in the fonn of facts, ideas, inquiries or otherwise). (7)


Concerning. The term "concerning" means relating to, referring to, describing,

evidencing or constituting. (8)


Debtors. The tenn "Debtors" means one or more of the debtors and/or debtors-in-

possession in the above-captioned action.

(9)

Document. The term ''document" is defined to be synonymous in meaning and

equal in scope to the usage ofthis term in Federal Rule of Civil Procedure 34(a), including, without limitation, electronic or computerized data compilations. A draft or non-identical copy is a separate document within the meaning of this term. (10)
Five Mile. The term "Five Mile" means Five Mile Capital II Pooling REIT LLC,

Five Mile Capital Partners LLC, and their direct and indirect parents, subsidiaries, affiliates, predecessors, successors, assignees and their current and former employees, agents and representatives. (11)
Fixed Rate Mortgage Portfolio. The term "Fixed Rate Mortgage Portfolio"

means the securitized mortgage loan in the face amount of $825 million collateralized by 45 of the Debtors' hotel properties and divided into two CMBS pools, each of which is serviced by Midland as special servicer. (12)
Floating Rate Mortgage Portfolio. The term "Floating Rate Mortgage Portfolio"

means the floating rate senior mortgage loan in the face amount of $250 million for which Lehman is the sole lender, and which is collateralized by 20 hotel properties. (13)
FTI Consulting. The term "FTI Consulting" means FTI Consulting and its direct

and indirect parents, subsidiaries, affiliates, predecessors, successors, assignees and their current and former employees, agents and representatives. (14)
Lehman. The term "Lehman" means Lehman ALI, Inc. and its direct and indirect

parents, subsidiaries, affiliates, predecessors, successors, assignees and their current and former employees, agents and representatives.

(15)

LNR. The term "LNR" means LNR Partners, LLC and its direct and indirect

parents, subsidiaries, affiliates, predecessors, successors, assignees and their current and former employees, agents and representatives. (16)
Mandatory Lehman Payment. The term "Mandatory Lehman Payment" means

the cash payment of no less than $200.3 million that Lehman will receive on account of its claims against the Debtors, as described in the Motion, in the event that the transactions contemplated by the Binding Commitment Agreement Regarding Acquisition and Restructuring oflnnkeepers USA Trust, dated as of January 14, 2011, are not finalized in accordance with their terms. (17)
Midland Payments. The "Midland Payments" means any payment or other

consideration You would receive or enjoy under the transactions contemplated by the Motion. ( 18)
Moe lis. The term "Moelis" means Moelis & Company LLC and its direct and

indirect parents, subsidiaries, affiliates, predecessors, successors, assignees and their current and former employees, agents and representatives. (19) vtce versa. (20)
Person. The term "person" is defined as any natural person or any business, legal Plural/Singular. The use of the singular form of any word includes the plural and

or governmental entity or association. (21)


Potential or Actual Innkeepers Deal. The term "Potential or Actual Innkeepers

Deal" means any potential or actual agreement, arrangement, understanding, proposal or offer to buy, sell, recapitalize, reorganize, refinance, or encumber some or all of Debtors and/or their equity, assets, or liabilities of any kind, whether on an enterprise or other basis.

(22)

You or Your. The term "you" or "your" means Midland Loan Services, Inc., and

its direct and indirect parents, subsidiaries, affiliates, predecessors, successors, assignees and their current and former employees, agents and representatives, including, without limitation, FTI Consulting.
INSTRUCTIONS

( 1)

The definitions, instructions, and rules of construction set forth in Rules 26 and 34

of the Federal Rules of Civil Procedure, made applicable to these proceedings by Rules 7026 and 7034 ofthe Federal Rules ofBankruptcy Procedure, are incorporated herein by reference. (2) This document request requires You to produce all documents called for herein

that were created or originated by You, or that are in Your possession, custody or control, from all files or other sources that contain responsive documents, wherever located and whether active, in storage, or otherwise. (3) The obligation to produce the documents specified below is of a continuing

nature; Your production is to be supplemented if at any time You acquire possession, custody, or control of any additional responsive documents, or otherwise discover additional responsive documents, between the time of initial production and the March 8, 2011 hearing, or at such other hearing date that the court may determine. (4) Where only a portion of a document relates or refers to the subject indicated, the

entire document is to be produced nevertheless, along with all attachments, appendices and exhibits. (5) All documents shall be produced as they are kept in the usual course of affairs

with any identifying labels, file markings, or similar identifying features.

(6)

Where anything has been deleted or redacted from a document produced in

response to the Requests, you shall state with specificity: (i) the nature of the material deleted and redacted; and (ii) the reason for the deletion or redaction. (7) If any document is withheld in whole or in part under a claim of privilege,

pursuant to Rule 7033-1 of the Local Bankruptcy Rules of Procedure for the Southern District of New York, You are required to disclose: (i) the type of document; (ii) the general subject matter of the document; (iii) the date of the document; (iv) the author of the document; (v) the addressee of the document; (vi) the names of all entities that received a copy of the document, and (vii) where not apparent, the relationship of the author to the addressee. (8) You may satisfy your obligation to produce documents by producing responsive

documents either (1) by producing a complete and legible copy set of the original documents, or (2) by producing electronic copies on CD-ROM(s) or other readable electronic medium. (9) Unless otherwise specified, these requests seek documents for the period from

September 1, 2010, through the time of production, subject to Instruction No.3 herein.

REQUESTS

1.

Regardless of date, all documents previously produced by or to You in connection

with the Motion to Assume the Plan Support Agreement. 2. All documents concerning any Potential or Actual Innkeepers Deal and any

negotiation of any Potential or Actual Innkeepers Deal. 3. All documents concerning the proposed treatment under the transactions

contemplated by the Motion of each category of claims referenced in the chart on pages 35 through 38 of the Motion, including, without limitation, any discussion, analysis, negotiation or consideration of any proposed treatment of any of the categories of claims referenced in the chart on pages 35 through 38 ofthe Motion. 4. All communications between You and any other person concerning any Potential

or Actual Innkeepers Deal, including, without limitation, the Debtors, Lehman, LNR, Five Mile, Apollo and any advisor to You or any other Person, including, without limitation, Moe lis and FTI Consulting. 5. All documents concerning any potential or actual marketing of any Potential or

Actual Innkeepers Deal. 6. All documents concerning any discussion, consideration, analysis, or negotiation

concerning whether and to what extent Debtors will consider and/or accept, or have considered and/or accepted, enterprise proposals for the Debtors and/or proposals based upon a particular asset or group of assets of the Debtors. 7. All documents concerning any bidding procedures considered, analyzed,

negotiated, or discussed concerning any Potential or Actual Innkeepers Deal. 8. All documents concerning any payments or other consideration to be provided to

or by any Person as part of any Potential or Actual Innkeepers Deal, including without limitation,
8

the $2.5 million payment to You described in the Motion and any release that would be given to or by any person as part of any Potential or Actual Innkeepers Deal. 9. All documents concerning any financial plans, valuations, appraisals, forecasts,

projections, or financial analyses concerning all or any part of the Debtors or their assets or any Potential or Actual Innkeepers Deal. 10. All documents concerning the proposed increase in the expense reserve from $4.5

million to $18.5 million, including, without limitation, all documents concerning the source of the proposed additional amount and all documents concerning the manner in which the proposed expense reserve may be or could be used. 11. All communications concerning any potential or actual agreement, understanding

or arrangement with Five Mile or any other Certificateholder concerning any Potential or Actual Innkeepers Deal. 12. All documents concerning any preliminary, draft or final valuation of the Fixed

Rate Mortgage Portfolio. 13. All documents concerning any preliminary, draft or final valuation ofthe Floating

Rate Mortgage Portfolio. 14. Five Mile. 15. All documents concerning the Apollo Guaranty, including, without limitation, any All documents concerning the negotiation of any agreements between You and

valuations, analyses or discussion of the Apollo Guaranty and all documents concerning any potential settlement of the Apollo Action, and the negotiation and thereof and the reasons therefor. This Request calls the production of all responsive documents from the June 29, 2007 date of the Apollo Guaranty to the date of production.

16.

All documents concerning whether under any Potential or Actual Innkeepers

Deal, funds generated from the Fixed Rate Mortgage Portfolio could be used for any purpose other than for the direct benefit of the Fixed Rate Mortgage Portfolio. 17. thereof. 18. All documents concerning any loans to be made by You and all payments to be All documents concerning the Mandatory Lehman Payment, and the negotiation

received by You under any Potential or Actual Innkeepers Deal. 19. All documents concerning any communications with any possible, potential or

actual purchaser or bidder for all or any portion of the Debtors or their assets, and any person's evaluation, discussion, response or negotiation with respect to such potential or actual proposal or bid. 20. All documents concerning the Midland Payments, including, without limitation,

all documents concerning the analysis, discussion, consideration and negotiation of the Midland Payments. 21. All documents concerning any consideration, analysis, discussion, or review by or

involving the Midland credit committee concerning any Potential or Actual Innkeepers Deal. 22. All documents concerning any consideration, analysis, discussion, or negotiation

of the transactions contemplated by the Motion. 23. All documents concerning any threatened or potential termination by Five Mile of

You as special servicer for the Fixed Rate Mortgage Portfolio. 24. All documents concerning any potential or actual instruction from Five Mile to

You concerning any Potential or Actual Innkeepers Deal.

10

25.

Regardless of date, all documents concerning the servicing standards in the

Pooling and Servicing Agreements, dated August 13, 2007, and November 12, 2007, relating to the Fixed Rate Mortgage Portfolio, and Your obligations with respect to such standards. 26. Regardless of date, all documents concerning Your potential, possible or actual

participation in or support for, any Potential or Actual Innkeepers Deal or any sale or transfer of all or any portion of the Debtors or their assets. 27. All documents concerning communications with FTI Consulting or any other

financial advisor concerning any valuation of the Debtors or their assets and all documents concerning communications with FTI Consulting or any other financial advisor concerning any Potential or Actual Innkeepers Deal. 28. All documents concerning loans that You will or may be making and any aspect

of financial participation or financial remuneration to be received by You as part of the transactions contemplated by the Motion. 29. All documents relied upon by any expert you intend to call as a witness to testify

at the hearing concerning the Motion. 30. All documents provided in response to any other discovery demand in this action.

Dated: New York, New York January 21,2011

SIDLEY AUSTIN LLP

Byb'

LeeS. Attanasio John G. Hutchinson Benjamin R. Nagin 787 Seventh Avenue NewYork,NewYork 10019 Telephone: (212) 839-5300 Facsimile: (212) 839-5599 lattanasio@sidley .com

?-~

11

Attorneys for Appaloosa Investment L.P. I, Palomino Fund Ltd., Thoroughbred Fund L.P., and Thoroughbred Master Ltd.

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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

ORDER GRANTING MOTION OF MIDLAND LOAN SERVICES FOR PROTECTIVE ORDER Upon consideration of the Motion for Protective Order (the Motion) of Midland Loan Services, a division of PNC Bank, N.A., pursuant to Federal Rule of Civil Procedure 26, as made applicable pursuant to Bankruptcy Rule 7026 of the Federal Rules of Bankruptcy Procedure, seeking the entry of a protective order shielding Midland and its advisors from document and deposition discovery (and testimony by deposition or at trial) being sought by (i) Wells Fargo Bank, N.A., as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as successor to LaSalle Bank N.A., formerly known as LaSalle National Bank, as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 (LNR) and LNR Securities Holdings, LLC, (ii) Trimont Real Estate Advisors, Inc., as special servicer for the benefit of SASCO 2008-C2, LLC, (iii) the Ad Hoc Committee of Preferred Shareholders, and (iv) Appaloosa Investments L.P. I, Palomino Fund Ltd., Thoroughbred Fund L.P., and Thoroughbred Master Ltd. (collectively, the Objectors); the Court having found that it has jurisdiction over this Motion and the relief requested therein pursuant to 28 U.S.C. 157, and 1334 and that this action is a core proceeding pursuant to 28 U.S.C. 157; and the Court having found that venue of this proceeding and the Motion in this district is proper under 28 U.S.C.
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1408 and 1409; and the Court having found that the relief requested in the Motion is appropriate; and Midland having provided appropriate notice of the Motion; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein before the Court; and the Court having found that the legal and factual bases set forth in the Motion and at the hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefore, it is HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Motion is granted to the extent provided herein. Midland and its advisors, including but not limited to Haynes and Boone, LLP,

FTI Consulting, Inc. and Carl Marks Advisory Group LLC, are not required to produce any documents or communications in response to the discovery requests and/or subpoenas propounded by the Objectors regarding: (i) (ii) Midlands relationship with Five Mile;1 Communications and negotiations between and among Midland, Lehman and Five Mile; (iii) (iv) The servicing standard and approval process employed by Midland; and Information regarding Midlands strategy in these bankruptcy cases, and its internal evaluations of the Proposed Stalking Horse Bid (together the Disputed Categories). 3. The Objectors are forbidden from inquiring at any deposition or trial into matters

related to the Disputed Categories.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion.

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New York, New York Dated: February __, 2011 ____________________________________ United States Bankruptcy Judge

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