BRYAN CAVE LLP Lawrence P.

Gottesman (LG-7061) Michelle McMahon (MM-8130) 1290 Avenue of the Americas New York, New York 10104 (212) 541-2000 and DUANE MORRIS LLP Phillip K. Wang, Esq. (admitted pro hac vice) One Market Plaza, Spear Tower, Suite 2200 San Francisco, CA 94105-1127 (415) 957-3185

Objection Deadline: Dec. 20, 2010 at 4:00 p.m.

Attorneys for 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 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: INNKEEPERS USA TRUST, et al., Debtors. : : (Jointly Administered) : x OBJECTION AND RESERVATION OF RIGHTS OF 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 PASSTHROUGH CERTIFICATES, SERIES 2006-4 TO MONTHLY APPLICATION OF MORRISON & FOERSTER LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM OCTOBER 1, 2010 THROUGH OCTOBER 31, 2010 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 Chapter 11 Case No.: 10-13800 (SCC)

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 (collectively, the Property Level Lenders), by their undersigned counsel, hereby object to, and reserve their rights with respect to the relief requested in the Monthly Application of Morrison & Foerster LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Official Committee of Unsecured Creditors for the Period from October 1, 2010 Through October 31, 2010 (the Application). Through the Application, Morrison & Foerster LLP (MF) seeks allowance and payment of its fees and expenses incurred for the period from October 1, 2010 Through October 31, 2010. In support of this Objection the Property Level Lenders state as follows: BACKGROUND General Background 1. On July 19, 2010, the above-captioned debtors (collectively, the Debtors) filed

voluntary petitions for relief under chapter 11 of the Bankruptcy Code commencing these bankruptcy cases. 2. The Debtors are debtors-in-possession and continue to operate their businesses

pursuant to 11 U.S.C. 1107 and 1108. 3. An official committee of unsecured creditors (the Committee) was appointed on

July 28, 2010. By order entered on September 1, 2010, the Court authorized the Committees retention of MF as its counsel in these cases.

2
C053239/0312771/1606895.2

The Property Level Loans 4. The Property Level Lenders hold secured debt with an aggregate unpaid principal

balance of approximately $160 million (the Property Level Loans). A complete description of the Property Level Loans is set forth in the Declaration of Edward C. Brown in Support of the Objections of Certain Prepetition Lenders [Docket No. 258] (the Brown Decl.) 1-5 and incorporated herein.1 OBJECTION 5. The Property Level Lenders object to payment of certain fees and expenses

sought in the Application from their cash collateral on the bases that (i) the Committee has exceeded the limit on the aggregate amount of cash collateral it can expend investigating the liens and claims of the Debtors pre-petition secured lenders, including the Property Level Lenders, as set forth in the Final Order Authorizing the Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362 and 363 [Docket No. 402] (the Cash Collateral Order) and (ii) as for the fees and expenses described as related to the 2007 Trasnx. Invest., the Committee cannot satisfy the requirements of section 506(c) with respect to the Property Level Lenders collateral. The Property Level Lenders also reserve their rights to make substantive objections to the final allowance of all fees and expenses sought by MF in the Application, and in all other fee applications filed by MF, on the bases that such fees and expenses must satisfy the requirements of sections 330 and 506(c) of the Bankruptcy Code.

Defined terms not otherwise defined herein shall have the meanings set forth in the Brown Decl.

3
C053239/0312771/1606895.2

6.

The Cash Collateral Order limits the amount of the pre-petition secured lenders

cash collateral that the Committee can expend to investigate the validity and priority of the liens and claims of such lenders, including the Property Level Lenders, to no more than $150,000.00 in the aggregate. Cash Collateral Order 12. 7. As set forth in the Application, through the end of October 2010, MF has

expended of total of $271,384.25 on investigation of the pre-petition secured lenders liens and claims.2 In addition to the category titled Prepetition Lien Review, the categories titled Lease/RE Analysis and 2007 Trasnx. Invest. also describe efforts by the Committee to investigate the liens and claims of pre-petition secured lenders. See MF time entries attached to the Application, pp. 12-17. The Lease/ RE Analysis involves a review of loan documents and documents related to the pre-petition secured lenders perfection of their liens. The 2007 Transx. Invest. describes the Committees investigation of potential fraudulent transfer actions related to the Floating Rate and/or Fixed Rate loans. Accordingly, the amounts listed under these categories must be included in the calculation of whether the Committee has exceed the amount of cash collateral it is permitted to spend investigating the liens and claims of the pre-petition secured lenders under the Cash Collateral Order. 8. The Property Level Lenders object to payment of the fees and expenses set forth

in the Prepetition Lien Review, Lease/ RE Analysis and 2007 Trasnx. Invest. categories in the Application from their cash collateral to the extent that such fees and expenses exceed $150,000. 9. Additionally, the Property Level Lenders object to any payment of the fees and

expenses related to 2007 Trasnx. Invest. from the Property Level Lenders cash collateral. The Committee has not and cannot demonstrate that investigating a potential challenge to the liens
2

This total includes the amounts set forth in the prior fee applications filed by MF (Docket Nos. 504 and 719).

4
C053239/0312771/1606895.2

resulting from the Debtors 2007 leveraged buy-out transaction will result in any benefit to the collateral of the Property Level Lenders.3 Section 506(c) provides that in order for the administrative costs of these cases to be charged to the Property Level Lenders cash collateral, without the Property Level Lenders consent, such costs must be incurred for and directly benefit the hotel properties securing the Property Level Lenders loans. In re Compton Impressions, Ltd., 217 F.3d 1256 (9th Cir. 2000); In re Flagstaff Foodservice Corp., 739 F.2d 73 (2d Cir. 1984). The amount that the Committee may apportion to the Property Level Lenders cash collateral as a chapter 11 administrative expense is limited to the actual administrative costs specifically incurred to preserve or dispose of the properties securing the Property Level Lenders loans to the extent of any benefit to [the Property Level Lenders]. 11 U.S.C. 506(c). 10. The Property Level Lenders also hereby reserve their rights to make substantive

objections to the final allowance of all fees and expenses sought by MF in the Application, and in any future fee applications filed by MF.4 11. Final allowance of MFs fees and expenses is only appropriate if MF is able to

satisfy the requirements of Section 330 of the Bankruptcy Code, including demonstrating that such fees and expenses are reasonable.
3

The Property Level Loans were originated in 2006, and the Property Level Lenders liens pre-dated the Debtors 2007 leveraged buy-out transaction.

The Property Level Lenders made a similar reservation of rights with respect to the fee applications filed by any of the professionals compensated by the Debtors estates in these bankruptcy cases, including MF, in its Reservation Of Rights Of 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 MlCFC Commercial Mortgage Trust 2006-4, Commercial Mortgage PassThrough Certificates, Series 2006-4 To Monthly Application Of Kirkland & Ellis LLP For Compensation For Services And Reimbursement Of Expenses As Attorneys For The Debtors In Possession For The Period From July 19, 2010 Through July 31, 2010 [Docket No. 451]. This Objection supplements, but does not supersede, the Property Level Lenders earlier reservation of rights.

5
C053239/0312771/1606895.2

12.

In addition, the Committee must show direct benefit to the hotel properties

securing the Property Level Lenders loans resulting from the payment of MFs fees and expenses. As discussed above, the Committee must prove that the Property Level Lenders cash collateral is being used to preserve and/or dispose of the specific properties securing the Property Level Lenders loans and that such use has benefited the Property Level Lenders. 11 U.S.C. 506(c). See also In re Compton Impressions, Ltd., 217 F.3d 1256 (9th Cir. 2000); In re Flagstaff Foodservice Corp., 739 F.2d 73 (2d Cir. 1984). The Committee has not demonstrated that any surcharge of the Property Level Lenders cash collateral with respect to MFs fees and expenses is permissible under Section 506(c). Final allowance of MFs fees and expenses, in the Application and all other similar applications that have been and will be filed by MF, should not be granted unless and until MF satisfies its burden of proof on this issue. 13. The Property Level Lenders reserve all their rights to seek disgorgement to the

extent necessary and appropriate to recover any fees paid to MF in this case, pursuant to Section 507(b) of the Bankruptcy Code or otherwise. 14. The Property Level Lenders reserve their right to amend and supplement this

Objection, and incorporate to the extent applicable objections to the Application filed by other parties in interest. Dated: December 20, 2010 New York, New York /s/ Michelle McMahon BRYAN CAVE LLP Lawrence P. Gottesman (LG-7061) Michelle McMahon (MM-8130) 1290 Avenue of the Americas New York, New York 10104 Tel: 212-541-2000; Fax: 212-541-4630 [email protected]
6
C053239/0312771/1606895.2

[email protected] and DUANE MORRIS LLP Phillip K. Wang, Esq. (admitted pro hac vice) One Market Plaza, Spear Tower, Suite 2200 San Francisco, CA 94105-1127 Tel: (415) 957.3185; Fax: (415) 358.4725 [email protected] Attorneys for 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 2007C1 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

7
C053239/0312771/1606895.2

CERTIFICATE OF SERVICE I, Michelle McMahon, hereby certify that on December 20, 2010 copies of the foregoing Objection and Reservation Of Rights Of Wells Fargo Bank, N.A., As Trustee For The Registered Holders Of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage PassThrough 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 To Monthly Application of Morrison & Foerster LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Official Committee of Unsecured Creditors for the Period from October 1, 2010 Through October 31, 2010 were served upon the parties on the attached service list by first class United States mail.

/s/ Michelle McMahon Michelle McMahon (MM 8130)

8
C053239/0312771/1606895.2

SERVICE LIST Mr. Mark Murphy Innkeepers USA Trust 340 Royal Poinciana Way, Suite 306 Palm Beach, Florida 33480 Marc J. Carmel, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, Illinois 60654 Lenard M. Parkins, Esq. John D. Penn, Esq. Haynes & Boone, LLP 1221 Avenue of the Americas New York, New York 10020 Paul Schwartzberg, Esq. The Office of the United States Trustee Southern District of New York 33 Whitehall Street, 21st Floor New York, New York 10004 Jennifer L. Marines, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Jordan Wishnew, Esq. Morrison & Foerster LLP 1290 Avenue of the Americas New York, New York 10104 Phillip K. Wang, Esq. Duane Morris LLP One Market Plaza Spear Tower, Suite 2200 San Francisco, California 94105

9
C053239/0312771/1606895.2