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 IN PART MOTION FOR PROTECTIVE ORDER Upon consideration of the Motion for Protective Order (the Motion) of Midland Loan Services, a division of PNC Bank, N.A. (Midland), 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) and the joinder thereto (the Five Mile Joinder) filed by Five Mile Capital II Pooling REIT LLC and Five Mile Capital Partners LLC (collectively, Five Mile); and the Court having reviewed the Motion, the Joinder, and the consolidated objection to the Motion filed by the Objectors and having heard the

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statements in support of the relief requested therein before the Court; and after due deliberation and sufficient cause appearing therefore, it is HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is granted, but only insofar as set forth below and only for purposes

of the Bidding Procedures Motion (as herein defined). 2. Except as provided in paragraph three (3) below, none of Midland, Five Mile or

Lehman ALI, Inc. (Lehman) or any of their advisors is 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 solely between and among Midland, Lehman and Five Mile; (iii) (iv) The servicing standard and approval process employed by Midland; and Information regarding the strategy employed by one of these three (3) entities in these bankruptcy cases, or its internal evaluations (together the Disputed Categories). 3. The Disputed Categories exclude the following areas of inquiry: (i) Documents and communications related to the negotiation of the approximately $200.3 million cash payment to Lehman if Lehman/Five Mile are not the successful bidders at the Auction, including whether Midlands support of the Commitment Letter was conditioned on the inclusion of such provision;

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

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(ii) Documents and communications related to the negotiation of the Bid Protections (as defined in the Motion for 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 Productions, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve [Docket No. 820]) (the Bidding Procedures Motion)) and documents and communications related to the relationship between and/or among Five Mile, Midland and/or Lehman to the extent that such documents and communications relate to the negotiations of the Bid Protections; and (iii) Documents and communications related to the proposed release of Apollo Investment Corporation (Apollo) from all claims relating to the Required Capital Improvements Guaranty executed by Apollo on June 29, 2007 (the Apollo Guaranty), including but not limited to negotiations surrounding the proposed release and accompanying cash payment to Midland as well as valuations of the underlying Apollo Guaranty. Any production made consistent with this paragraph shall not be construed as a waiver of any applicable privilege, including common-interest or attorney client privilege, with respect to the production of any other document under this Order. The Objectors reserve all rights with regard to any assertion of privilege. In addition, for the avoidance of doubt, this Orders provisions do not apply to communications between the Debtors (or their advisors) and Midland, Five Mile or

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Lehman (or their respective advisors), or to the documents or communications of the Debtors or their advisors. 4. Except as expressly provided for in paragraph three (3) above, the Objectors shall

not inquire of a Midland, Five Mile or Lehman witness (including, each of their respective advisors either deposed or called as witnesses) into matters related to the Disputed Categories at any deposition or trial pending further Order of the Court unless Midland, Five Mile or Lehman (or their respective advisors) testify about any Disputed Category or otherwise affirmatively place such matter in issue. Nothing contained herein shall constitute a waiver of any privilege regarding oral testimony (whether at a deposition or at trial) and all such rights are expressly preserved.

New York, New York Dated: February 15, 2011 /S/ Shelley C. Chapman Honorable Shelley C. Chapman United States Bankruptcy Judge

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