Schuyler G. Carroll (SC-1234)1 Jeffrey D.

Vanacore (JV-2000) PERKINS COIE LLP 30 Rockefeller Plaza, 25th Floor New York, NY 10112 Phone: 212.262.6900 Fax: 212.977.1649 and David M. Neff (admitted pro hac vice) PERKINS COIE LLP 131 S. Dearborn, Street, Suite 1700 Chicago, IL 60603-5559 Phone: 312.324.8400 Fax: 312.324.9400 Attorneys for CWCapital Asset Management LLC UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Innkeepers USA Trust, et al., Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 Jointly Administered

CWCAPITAL ASSET MANAGEMENT LLC'S LIMITED OBJECTION TO DEBTORS SECOND MOTION FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF Wells Fargo Bank, N.A., not individually but solely as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5 (the Trust), by and through its special servicer, CWCapital Asset Management LLC (CWCAM), by its undersigned counsel, submits its limited objection to Debtors Second Motion for Entry of an Order Extending the Exclusive Periods During Which
Counsel filed a Notice of Appearance and Request for Service of Papers on behalf of CWCAM [Docket #1034]. A formal motion to substitute previous local counsel will be filed shortly.
1

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Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof (the Motion to Extend Exclusivity), and in support thereof, respectfully represents as follows:

INTRODUCTION Through the Motion to Extend Exclusivity, the Debtors seekfor the second timeto extend the exclusive periods during which only the Debtors may file a chapter 11 plan and solicit acceptances of such a plan for an additional 120 days to pursue the proposed sale of 65 of the Debtors 72 hotels (the Plan Sale). CWCAM objects to the Motion to Extend Exclusivity only insofar as it applies to KPA HS Anaheim LLC (the Anaheim Debtor), which owns the Hilton Suites Anaheim/Orange hotel (the Hilton Anaheim) that secures the Trusts claims in these cases, and Grand Prix Anaheim Orange Lessee, LLC (the Anaheim Operating Debtor and together with the Anaheim Debtor, the Hilton Anaheim Debtors), which operates the Hilton Anaheim, because the Plan Sale does not include the Hilton Anaheim and the Debtors have not otherwise proposed any viable plan of reorganization with respect to that property. Consequently, there is no cause to extend the exclusive periods with respect to the Hilton Anaheim Debtors. BACKGROUND FACTS On July 19, 2010 (the Petition Date), Innkeepers USA Trust and certain of its affiliates (collectively, the Debtors), including the Hilton Anaheim Debtors, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with this Court. On that same date, the Debtors filed a motion (the PSA Motion) [Docket No. 15] to assume a prepetition plan support agreement between the Debtors and one of their primary secured lenders, Lehman ALI Inc. (Lehman), which outlined the principal terms of a purportedly consensual prepackaged restructuring plan. The PSA Motion was met with a flurry of objections from numerous
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creditors, including CWCAM, and preferred equity holders and was ultimately denied by the Court on September 2, 2010 [Docket No. 403]. On October 27, 2010, the Debtors filed their first motion seeking an extension of the Debtors exclusivity periods for 120 days (the Initial Motion to Extend Exclusivity) [Docket No. 610], in which the Debtors contended that they were in the process of negotiating with various creditor and equity constituencies and soliciting proposals for a new plan of reorganization. On November 10, 2010, the Court granted the Initial Motion to Extend Exclusivity [Docket No. 699]. On January 13, 2011, the Debtors filed the instant Motion to Extend Exclusivity [Docket No. 805], explaining that the Debtors were in the midst of finalizing the terms of a proposal to fund a new plan of reorganization. The next day, on January 14, 2011, the Debtors filed 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 (the Bid Procedures Motion) [Docket No. 820], which sought, among other things, to approve procedures for the sale of all of the Debtors 72 hotels, including the Hilton Anaheim, on an enterprise basis to Lehman and Five Mile Capital II Pooling REIT LLC. On January 26, 2011, the Court entered a Bridge Order extending the Debtors exclusivity periods through the omnibus hearing date on March 29, 2011 [Docket No. 861].

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On February 25, 2011, CWCAM, together with C-III Asset Management LLC on behalf 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, filed their limited objection to the Bid Procedures Motion (the Limited Objection) [Docket No. 968], arguing, among other things, that selling the Hilton Anaheim together with the Debtors other 71 hotels on an enterprise basis would not maximize the value of their collateral. The Hilton Anaheim, along with six other of the Debtors 72 hotels, is not part of the so-called Fixed Rate Pool or Floating Rate Pool financing facilities, but instead is subject to an individual mortgage, which is now held by the Trust. Moreover, inclusion of the Hilton Anaheim in the enterprise sale proposed by the Bid Procedures Motion would provide no synergistic value because it is nether an extended stay property nor a Marriott-branded hotel, like many of the hotels in the Fixed Rate and Floating Rate Pools. On March 7, 2011, the Debtors filed their Debtors Omnibus Reply in Support of Stalking Horse Motion (the Reply) [Docket No. 986], in which they agreed to carve out the Hilton Anaheim from the Plan Sale proposed by the Bid Procedures Motion. The Debtors provided no alternative plans for the reorganization for the Hilton Anaheim Debtors with respect to the Hilton Anaheim, only asserting that they will continue to market the hotel. See Reply at 2. On March 11, 2011, the Court entered an Order approving the Bid Procedures Motion as modified [Docket No. 1009]. LEGAL ARGUMENT Section 1121(d) of the Bankruptcy Code provides that, upon the request of a party in interest and after a notice and hearing, the Court may extend the exclusive periods in which a

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debtor may file and solicit approval of a chapter 11 plan only for cause. 11 U.S.C. 1121(d). While the term cause is not defined by the Bankruptcy Code, this Court has enumerated nine factors typically considered when making this determination, including: (1) size and complexity of the case; (2) necessity for sufficient time to permit the debtor to negotiate a plan of reorganization and prepare adequate information; (3) existence of good faith progress toward reorganization; (4) if the debtor is paying its bills as they come due; (5) whether the debtor has demonstrated reasonable prospects for filing a viable plan; (6) whether the debtor has made progress in negotiations with its creditors; (7) amount of time that has elapsed in the case; (8) whether the debtor is seeking an extension of exclusivity in order to pressure creditors to submit to the debtors reorganization demands; and (9) whether an unresolved contingency exists. See In re Adelphia Commcns Corp., 352 B.R. 578, 586-87 (Bankr. S.D.N.Y. 2006). A decision to extend exclusivity is committed to the discretion of the Court. See id. at 386. As to the Hilton Anaheim Debtors, the majority of these factors weigh against extending exclusivity. With respect to the first factorsize and complexitythe Anaheim Debtor is a single purpose entity whose only asset is the Hilton Anaheim. Likewise the Anaheim Operating Debtor is a single purpose entity with no assets, other than its rights under the operating lease agreement with the Anaheim Debtor. Neither of the Hilton Anaheim Debtors are part of the more complex reorganization contemplated by the Bid Procedures Motion, for which the Debtors filed the Motion to Extend Exclusivity. Accordingly, the first factor militates against extending exclusivity.

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As to the second factor, the Hilton Anaheim Debtors have had over eight months to negotiate and file a viable reorganization plan with respect to the Hilton Anaheim, which they have not done. Instead, the Debtors have focused their efforts on pursuing an enterprise sale of 65 of the Debtors other hotels. The Hilton Anaheim Debtors have had sufficient time to develop and pursue a reorganization strategy in these cases (if there was one) and a further extension of exclusivity is unwarranted. With respect to the third factor, there is no evidence that the Hilton Anaheim Debtors have made any progress towards a plan of reorganization other than to continue to market the Hilton Anaheim. This tepid assurance, however, is not borne out by the Hilton Anaheim Debtors actions (or lack thereof) and in any event does not constitute progress towards a legitimate reorganization plan. Furthermore, there is no chance that any potential sale of the Hilton Anaheim will generate proceeds in excess of the amounts owed to the Trust and the Hilton Anaheims mezzanine lender (more than $35 million). Therefore, this factor also weighs against an extension of exclusivity. The fourth factor also counsels against extending exclusivity. The Anaheim Debtor has no recurring bills. The Anaheim Operating Debtor, as the operating tenant of the Hilton Anaheim, is responsible for satisfying the ongoing operating expenses and maintenance of the hotel. In that regard, it has failed to remain current in paying post-petition debt service to the Trust (even at the contract rate) and has failed to take the necessary steps to satisfy the hotels' franchisor, Hilton Hotels. Indeed, on March 3, 2011, CWCAMs counsel learned for the first time that Hilton Hotels had issued its fourth consecutive Red Zone / Unacceptable evaluation due to the Hilton Anaheim Debtors failure to perform the requisite capital improvements to the

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hotel. See March 3, 2011 letter from Debtors counsel, attached hereto as Exhibit A. Accordingly, the fourth factor weighs against extending exclusivity. With respect to the fifth factor, the Hilton Anaheim Debtors have not demonstrated any reasonable prospect for filing a viable plan with respect to the Hilton Anaheim. In fact, there is no reason for the Anaheim Debtors' cases to remain in bankruptcy as their unsecured creditors will be paid in full even in a foreclosure of the hotel. With respect to the sixth factor, the Hilton Anaheim Debtors have made no progress in negotiations over the last eight months with its main creditor, the Trust. Nor has there been any substantive discussion on how to deal with the hotel's physical deficiencies and possible loss of the Hilton franchise. As to the seventh factoramount of time that has elapsedthe Hilton Anaheim Debtors bankruptcy cases have been pending for more than eight months now. That is more than sufficient time to negotiate and propose a reorganization plan for two single purpose entities, only one of which has any assets. The eighth factor is easily met as the only reason the Debtors would want to extend the exclusive period is to try to extract some concessions from the Trust for the out-of-the-money parent of the Anaheim Debtors by threatening the Trust with some sort of cram down plan. The final factor does not appear to apply as there are no unresolved contingencies, except perhaps the great uncertainty over whether this hotel will remain a Hilton franchisee, which uncertainty the Debtors caused. In sum, almost all of factors this Court should consider when determining whether cause exists under section 1121(d) of the Bankruptcy Code weigh heavily against extending the exclusive periods for the Hilton Anaheim Debtors. Granting these entities yet another 120 days

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of exclusivity would only delay these bankruptcy cases further without any prospect of developing a viable plan of reorganization. Accordingly, the Court should permit the Hilton Anaheim Debtors exclusive periods to expire and allow other parties, including the Trust, to participate in the reorganization process, if they desire to do so. CONCLUSION For the forgoing reasons, the Court should deny the Motion to Extend Exclusivity as to the Hilton Anaheim Debtors.

Dated: March 18, 2011

Respectfully Submitted, /s/ David M. Neff Schuyler G. Carroll (SC-1234) Jeffrey D. Vanacore (JV-2000) PERKINS COIE LLP 30 Rockefeller Plaza, 25th Floor New York, NY 10112 Phone: 212.262.6900 Fax: 212.977.1649 scarroll@perkinscoie.com jvanacore@perkinscoie.com David M. Neff (admitted pro hac vice) PERKINS COIE LLP 131 S. Dearborn, Street, Suite 1700 Chicago, IL 60603-5559 Phone: 312.324.8400 Fax: 312.324.9400 dneff@perkinscoie.com Attorneys for CWCapital Asset Management LLC

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CERTIFICATE OF SERVICE David M. Neff, an attorney, hereby certifies that on March 18, 2011 he caused a copy of CWCapital Asset Management LLC's Limited Objection To Debtors Second Motion For Entry Of An Order Extending The Exclusive Periods During Which Only The Debtors May File A Chapter 11 Plan And Solicit Acceptances to be filed via the Court's ECF system and served via same on the parties registered to receive notice and on the attached Service List as so indicated. /s/ David M. Neff David M. Neff (admitted pro hac vice) PERKINS COIE LLP 131 S. Dearborn, Street, Suite 1700 Chicago, Illinois 60603-5559 Phone: (312) 324-8400 Fax: (312) 324-9400 dneff@perkinscoie.com

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INNKEEPERS USA TRUST SERVICE LIST

Party Office of the U.S. Trustee Attn: Paul Kenan Schwartzberg 33 Whitehall Street, 21st Floor New York, NY 10004 Email/Fax/Method of Service Fax: 212-668-2255 Party Innkeepers USA Trust c/o Jennifer Marines Paul Basta Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Appaloosa Investment L.P. I c/o Willkie Farr & Gallagher LLP Rachel C. Strickland 787 Seventh Avenue New York, NY 10019 Best Western International c/o Michael G. Helms 2600 N. Central Avenue, Ste 940 Phoenix, AZ 85004 Florida Power Corporation dba Progress Energy Florida c/o Meyer Suozzi English and Klein, P.C. Jil Mazer-Marino 990 Stewart Avenue, Suite 300 Garden City, NY 11530-9194 B&B Parking, Inc. c/o Subranni Zauber LLC Michael Morrow, John Leon 1624 Pacific Avenue PO Box 1913 Atlantic City, NJ 08404 Email/Fax/Method of Service jennifer.marines@kirkland.com pbasta@kirkland.com patrick.bryan@kirkland.com Via ECF notification

Via U.S. Mail

Appaloosa Investment L.P. I c/o Sidley Austin LLP Lee S. Attanasio 787 Seventh Avenue New York, New York 10019

emcdonnell@sidley.com Fax: 212-839-5599 Via ECF notification

rstrickland@willkie.com Fax: 212-728-8111 Via ECF notification

Kathleen Devlin, Creditor c/o Regnier Taylor Curran & Eddy Sandra Rachel Stanfield 100 Pearl Street, 10th Floor Hartford, CT 06103 Jefferies & Company, Inc. c/o Sonnenschein Nath & Rosenthal LLP Thomas A. Labuda 233 S. Wacker Dr., Suite 7800 Chicago, IL 60606

sstanfield@rtcelaw.com Fax: 860.527.4343 Via ECF notification tlabuda@sonnenschein.com

mghelms@mghlawfirm.com Fax: Via ECF notification jmazermarino@msek.com Fax: 516-741-6706 Via ECF notification

Via ECF notification

Jenkins/Gales & Martinez, Inc. c/o Gonzalez, Saggio and Harlan LLC Jeannette M. Conrad 180 N. Stetson Ave., Suite 4525 Chicago, IL 60601

jeannette_conrad@gshllc.com

Via ECF notification

Via U.S. Mail

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DEBTOR'S RULE 2002 LIST (published 3/15/11)

Party Apollo Investment Corporation Attn: Joseph D. Glatt 9 West 57th Street New York, NY 10019 Email/Fax/Method of Service jglatt@apollocapital.com Fax: 212-515-3443 Via U.S. Mail Party Five Mile Capital II Pooling International LLC c/o Arnold & Porter LLP Anthony Boccanfuso Michael J. Canning 399 Park Avenue New York, NY 10022-4690 LNR Partners, LLC c/o Bryan Cave LLP Michelle McMahon Lawrence P. Gottesman 1290 Avenue of the Americas New York, NY 10104 Email/Fax/Method of Service anthony.boccanfuso@aporter.com michael.canning@aporter.com Fax: 212-715-1399 Via ECF notification

Iron Mountain Information Mgmt, Inc. c/o Bartlett Hackett Feinberg PC Frank F. McGinn 155 Federal Street, 9th Floor Boston, MA 02110 Lehman ALI Inc. c/o Dechert LLP Nicole B. Herther-Spiro Brian E. Greer 1095 Avenue of the Americas New York, NY 10036

ffm@bostonbusinesslaw.com Fax: 617.422.0383 Via ECF notification

michelle.mcmahon@bryancave.com lawrence.gottesman@bryancave.com Fax: 212-541-4630 Via ECF notification

brian.greer@dechert.com nicole.hertherspiro@dechert.com Fax: 212-698-3599 Via ECF notification

Ad Hoc Committee of Preferred Shareholders c/o Dewey & Leboeuf LLP Martin J. Bienenstock Timothy Q. Karcher Irena M. Goldstein 1301 Avenue of the Americas New York, NY 10019 Rofar Realty Company, Inc. c/o Golenbock Eiseman Assor Bell & Peskoe LLP Jonathan L. Flaxer 437 Madison Avenue New York, NY 10022

mbienenstock@dl.com tkarcher@dl.com Fax: 212-259-6333 Via ECF notification

LNR Partners, Inc. c/o Duane Morris LLP Phillip K. Wang William Heuer Margery N. Reed One Market Plaza Spear Tower - Suite 2200 San Francisco, CA 941051127 Midland Loan Services, Inc. c/o Haynes and Boone, LLP John D. Penn 201 Main Street, Suite 2200 Fort Worth, TX 76102

pwang@duanemorris.com wheuer@duanemorris.com mreed@duanemorris.com Fax: 415-358-4725 Via ECF notification

jflaxer@golenbock.com Fax: 212.754.0330 Via ECF notification

john.penn@haynesboone.com Fax: 817-348-2300 Via U.S. Mail

Midland Loan Services, Inc. c/o Haynes and Boone, LLP Lenard M. Parkins Mark Elmore 30 Rockefeller Plaza, 26th Fl. New York, NY 10112

lenard.parkins@haynesboone.com mark.elmore@haynesboone.com Fax: 212- 884-8211 Via ECF notification

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Party Five Mile Capital Partners LLC c/o Kasowitz Benson Torres & Friedman LLP David M. Friedman Daniel A. Fliman Adam L. Shiff 1633 Broadway New York, NY 10019 Hilton Worldwide, Inc. c/o Kaufmann Gildin Robbins & Oppenheim LLP David J. Kaufmann Kevin M. Shelley 777 Third Avenue, 24th Floor New York, New York 10017 TriMont Real Estate Advisors, Inc. c/o Kilpatrick Stockton LLP Jonathan E. Polonsky Michael D. Crisp 31 West 52nd Street, 14th Fl. New York, NY 10019

Email/Fax/Method of Service dfriedman@kasowitz.com dfliman@kasowitz.com ashiff@kasowitz.com Fax: 212-506-1800 Via ECF notification

Party Hilton Worldwide, Inc. c/o Kaufmann Gildin Robbins & Oppenheim LLP Bruce R. Alter 550 Mamaroneck Ave., Suite 510 Harrison, NY 10528 Oakland County Treasurer c/o Kilpatrick & Associates, P.C. Richardo I. Kilpatrick 903 North Opdyke Road, Suite C Auburn Hills, MI 48326

Email/Fax/Method of Service altergold@aol.com Fax: 914-670-0031 Via U.S. Mail

dkaufmann@kaufmanngildin.com kshelley@kaufmanngildin.com Fax: 212-755-3174 Via ECF notification

ecf@kaalaw.com Fax: 248-377-0800 Via ECF notification

mcrisp@kilpatricktownsend.com Fax: 212-775-8819

Via U.S. Mail

TriMont Real Estate Advisors, Inc. c/o Kilpatrick Stockton LLP Todd C. Meyers Rex R. Veal Mark A. Fink 1100 Peachtree Street, NE Atlanta, GA 30309-4530 Carrollton-Farmers Branch Independent School District c/o Law Offices of Robert E. Luna Andrea Sheehan 4411 N. Central Expressway Dallas, TX 75205 Bexar County c/o Linebarger Goggan Blair & Sampson, LLP David G. Aelvoet 711 Navarro, Suite 300 San Antonio, TX 78205

tmeyers@kilpatrickstockton.com rveal@kilpatrickstockton.com mfink@kilpatrickstockton.com Fax: 404-815-6555 Via ECF notification

Ecolab Inc. c/o Kohner Mann & Kailas SC Samuel C. Wisotzkey 4650 N. Port Washington Rd. Milwaukee, WI 53212-1059

swisotzkey@kmksc.com Fax: 414-962-8725 Via ECF notification

sheehan@txschoollaw.com Fax: 214-521-1738 Via ECF notification

Bexar County c/o Linebarger Goggan Blair & Sampson, LLP Elizabeth Weller 2323 Bryan Street Suite 1600 Dallas, TX 75201

dallas.bankruptcy@publicans.com Fax: 469-221-5002 Via ECF notification

sanantonio.bankruptcy@publicans.com Fax: 210-225-6410 Via ECF notification

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Party Anand Enterprise, Inc. c/o Lowndes Drosdick Doster Zachary Bancroft 450 S. Orange Street, Suite 800 Orlando, FL 32801

Email/Fax/Method of Service zachary.bancroft@lddkr.com Fax: 407-843-4444 Via ECF notification

Party Official Committee of Unsecured Creditors of Innkeepers Trust USA c/o Morrison & Foerster, LLP Lorenzo Marinuzzi Brett H. Miller Jordan A. Wishnew 1290 Avenue of the Americas New York, NY 10104-0050 San Bernardino County, California Taxing Authority c/o Romero Law Firm Martha E. Romero 6516 Bright Avenue Whittier, CA 90601

Email/Fax/Method of Service lmarinuzzi@mofo.com bmiller@mofo.com Fax: 212-468-7900 Via ECF notification

Apollo Investment Corporation c/o Paul Weiss Rifkind Wharton & Garrison LLP Alan W. Kornberg, Andrew Ehrlich, Lauren Shumejda 1285 Avenue of the Americas New York, NY 10019-6064 U.S. Foodservice, Inc. c/o Saul Ewing LLP Melissa W. Rand Jeffrey C. Hampton Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102

akornberg@paulweiss.com aehrlich@paulweiss.com lshumejda@paulweiss.com Fax: 212-757-3990 Via U.S. Mail

romero@mromerolawfirm.com Fax: 562-907-6820

mrand@saul.com jhampton@saul.com Fax: (215) 972-1848 Via ECF notification

Marriott International, Inc. c/o Sheppard Mullin Richter & Hampton LLP Carren B. Shulman Jane Qin 30 Rockefeller Plaza, Suite 2400 New York, NY 10112 C-III Asset Management CWCapital Asset Management c/o Tashjian & Padian Gerald Padian Bradley M. Rank 729 Seventh Avenue New York, New York 10019

cshulman@sheppardmullin.com jqin@sheppardmullin.com Fax: 212-653-8701 Via ECF notification

State of Michigan, Dept. of Treasury c/o Michael A. Cox, Attorney Gen. Juandisha Harris, Asst Atty Gen. Cadillac Place, Ste. 10-200 3030 W. Grant Blvd. Detroit, MI 48202 York Credit Opportunities Fund LP c/o Wilmer Cutler Pickering Philip Anker 399 Park Avenue New York, NY 10022

harrisjm@michigan.gov

gpadian@tashpad.com brand@tashpad.com Fax: 212-319-9883 Via ECF notification

Via ECF notification

philip.anker@wilmerhale.com Fax: 212-230-8888 Via ECF notification

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EXHIBIT A

KIRKLAND&.. ELLIS LLP

AND AFFILIATED PARTNERSHIPS

300 North LaSalle Street Chicago, Illinois 60654 Marc J. Carmel To Call Writer Directly: (312) 862-2287 marc.carmel@kirkland.com (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200

March 3, 2011
Via Electronic Mail David Neff Perkins Coie LLP 131 South Dearborn Street Suite 1700 Chicago, Illinois 60603

Re: Dear David:

Hilton Suites in Anaheim, CA; Anaheim CMBS Senior Mortgage Loan

This letter is in regards to the Hilton Suites hotel in Anaheim, CA (the "Anaheim Hotel"), which is owned by an affiliate of Innkeepers USA Trust ("Innkeepers") and pledged as collateral under the Anaheim Mortgage Loan in the aggregate principal amount of $13.7 million (the "Anaheim Loan"). Hilton Hotels, the franchisor for the Anaheim Hotel, inspected the Anaheim Hotel in May 2007 and prepared a property improvement plan ("PIP") for Innkeepers to maintain the Anaheim Hotel consistent with Hilton Brand Standards. Innkeepers subsequently addressed many of the items in the PIP. However, Innkeepers had not addressed all PIP issues by their respective deadlines as set forth in the PIP. As a result, Hilton Hotels placed the Anaheim Hotel in the "Red Zone" following two consecutive product evaluation inspections. On June 15, 2010, Hilton Hotels conducted a special evaluation and the Anaheim Hotel again received an overall grade of "Red Zone/Unacceptable," due in large part to the unperformed PIP work identified in 2007. On February 15, 2011, Hilton Hotels conducted a follow-up evaluation of the Anaheim Hotel and determined that the Anaheim Hotel still is not meeting Hilton Brand Standards. The Anaheim Hotel has now received four consecutive "Red Zone" evaluations. Innkeepers received a letter from Hilton Hotels dated February 15, 2011, indicating that Hilton Hotels will likely issue a "Notice of Default" under the franchise agreement for the Anaheim Hotel for failure to maintain appropriate standards. The franchise license may now be in serious jeopardy at the hotel and immediate action should be taken. Attached are the reports from the June 15, 2010 and February 15, 2011 special evaluations. As evidenced by the reporting you have received, cash flow from the Anaheim Hotel is insufficient to fund the required work. CWCapital Asset Management, LLC, as special servicer for the Anaheim Loan, or another agent for the lender, is holding or controlling more than $1.1

Hong Kong

London

Los Angeles

Munich

New York

Palo Alto

San Francisco

Shanghai

Washington, D.C.

KIRKLAND &.. ELLIS LLP

David Neff March 3, 2011 Page 2

million in funds to address the PIP. These funds should be released immediately to Innkeepers. Innkeepers believes that with immediate access to these funds, it can satisfy the PIP obligations and work with Hilton Hotels such that the hotel can exit "Red Zone" status. As such, Innkeepers requests that CWCapital immediately contact Mark Murphy at Innkeepers at (561) 227-1336 (mmurphy@innkeepersusa.com) to coordinate a release of such funds to Innkeepers so that Innkeepers can perform the PIP. Of course, Innkeepers reserves all of its rights. Sincerely,

cc:

Todd Meyers Marc Beilinson Mark Murphy Anup Sathy