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 (pro hac vice pending) Mark Elmore (pro hac vice pending) Attorneys for Midland Loan Services, Inc. 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 TO SHORTEN NOTICE AND FOR EXPEDITED HEARING ON THE MOTION OF MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER FOR THE FIXED RATE TRUSTEE, FOR AN ORDER PURSUANT TO FED. R. BANKR. P. 7034 AND 9006, MODIFYING CERTAIN DISCOVERY RESPONSE DEADLINES FOR THE DEBTORS AND ESTABLISHING A DEPOSITION SCHEDULE IN CONNECTION WITH THE SEPTEMBER 1, 2010 HEARINGS TO: THE HONORABLE UNITED STATES BANKRUPTCY JUDGE Midland Loan Services, Inc. (Midland), special servicer pursuant to that certain pooling and servicing agreement dated as of August 13, 2007 for the Fixed Rate Trustee,1 hereby files this Motion (the Motion) to Shorten Notice and For Expedited Hearing on the Motion (the Discovery Motion) of Midland Loan Services, Inc., Special Servicer For the Fixed Rate Trustee, For an Order Pursuant to Fed. R. Bankr. P. 7034 and 9006, Modifying Certain Discovery Response Deadlines for the Debtors, and Establishing a Deposition Schedule in Connection With the September 1, 2010 Hearings, and respectfully represents as follows:
1

As defined in the Discovery Motion.

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I. JURISDICTION AND VENUE 1. This Court has jurisdiction over the subject matter of the Motion pursuant to 28

U.S.C. 157 and 1334(b) and the standing order of reference of the district court. This matter is a core proceeding. 28 U.S.C. 157(b)(1), (b)(2)(A). 2. Venue in this Court is proper under 28 U.S.C. 1409(a). II. BACKGROUND 3. On July 19, 2010 (the Petition Date), the above referenced debtors and debtors in possession (collectively the Debtors) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code and initiated the above-captioned chapter 11 cases. 4. On September 1, 2010 (the September 1 Hearing), the Court will consider the

Debtors Motion for Order (A) 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 and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) (the Cash Collateral Motion). 5. The Court will also consider the Debtors Motion for an Order (A) Authorizing the Debtors to Assume the Plan Support Agreement and (B) Granting Related Relief (the PSA Motion) at the September 1 Hearing. 6. Midland objected to the interim hearing on the Cash Collateral Motion and the PSA Motion and opposes i) the use of Midlands cash collateral; ii) the proposed cramdown of Midlands secured claim; and iii) Apollos receipt of any distribution under the plan of reorganization described in the PSA. Midland will propound discovery on the Debtors and intends to conduct depositions (with a duces tecum with each for documents) of various representatives of the Debtors, Apollo Investment Corporation, and Lehman ALI, Inc. (Apollo
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and Lehman, respectively) in connection with the Cash Collateral Motion and the PSA Motion. 7. On July 27, 2010, Midland provided a draft copy of Midlands list of requested documents and proposed deposition dates to counsel for the Debtors, Lehman and Apollo and engaged in discussions with each partys counsel regarding shortening the time period for them to respond to Midlands request for depositions and documents. Midland has not reached an agreement with the Debtors, Apollo, and Lehman with respect to the production of the documents or the scheduling of depositions in connection with the September 1 Hearing. III. RELIEF REQUESTED 8. Motion. Midland wishes to shorten the notice and expedite the hearing of the Discovery Pursuant to the Order Establishing Certain Notice, Case Management, And

Administrative Procedures (the Case Management Order) filed in this case (docket no. 56), each Request for Relief must be filed and served [sic] least 14 days before a regularly scheduled Omnibus Hearing for such matter to be set for hearing on such regularly scheduled Omnibus Hearing Date. Case Management Order, Schedule 1 p. 3. The next scheduled Omnibus Hearing date is set for August 12, 2010. Case Management Order p. 3. However, each entity retains the right to request an emergency hearing in accordance with the Bankruptcy Rules and the Local Bankruptcy Rules. Id. Rule 9006(c)(1) of the Federal Rules of Bankruptcy Procedure states that the court for cause shown may in its discretion with or without motion or notice reduce the period in which a motion may be heard. Fed. R. Bankr. P. 9006(c)(1). 9. To prepare for the September 1 Hearing and the responses in advance thereof,

Midland seeks to serve Midlands Document Request and to take depositions (duces tecum) of various representatives and agents of the Debtors, Apollo, and Lehman. The deadline for

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Midland to file its objections with respect to the September 1 Hearing is August 20, 2010. If the time period for the Debtors to respond to Midlands Document Request is not shortened as requested in the Discovery Motion, the Debtors would not be required to respond with the requested documents until after Midland is required to file any objection to the matters set for the September 1 Hearing. To provide sufficient time to review and analyze the documents requested under Midlands Document Request and duces tecums, conduct the necessary depositions, and incorporate the information obtained through Midlands Document Request and the related depositions in any objection to be filed prior to the August 20, 2010 deadline, the time period for responding to Midlands Document Requests must be shortened and a deposition schedule must be established. 10. Further, if Midland is required to wait until the August 12, 2010 Omnibus

Hearing to present the Discovery Motion, Midland will not have sufficient time to conduct the discovery requested in the Discovery Motion. 11. 12. Midland filed this Motion contemporaneously with the Discovery Motion. Notice of this Motion and the Discovery Motion will be provided to all parties as

required in the Case Management Order. IV. WAIVER OF MEMORANDUM OF LAW 13. Because this Motion presents no novel issues of law and the authorities relied

upon by Midland are set forth herein, Midland respectfully requests that the Court waive the requirement for the filing of a separate memorandum of law in support of this Motion pursuant to L.B.R. 9013-1(b). Midland reserves the right to file a memorandum in reply to any objection to this Motion.

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V. CONCLUSION WHEREFORE, Midland respectfully requests that the Court enter an order i) granting the Motion; ii) shortening the notice period and granting an expedited hearing on the Discovery Motion; and iii) granting Midland such other relief as is just and proper. Dated: July 29, 2010 New York, New York /s/ Lenard Parkins 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 (pro hac vice pending) Mark Elmore (pro hac vice pending) ATTORNEYS FOR MIDLAND LOAN SERVICES, INC.

CERTIFICATE OF CONFERENCE The undersigned hereby certifies that on July 29, 2010 counsel for Midland Loan Services, Inc., John D. Penn, Esq., conferred with counsel for the Debtors, Lehman ALI, Inc. and Apollo Investment Corporation regarding the relief requested in the Discovery Motion. They did not agree to the relief requested in the expedited Discovery Motion so it is being presented to the Court for consideration on an expedited basis. Each of the Debtors, Lehman ALI, Inc. and Apollo Investment Corporation oppose the relief requested in the expedited Discovery Motion.

/s/ Lenard Parkins

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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 TO SHORTEN NOTICE AND FOR EXPEDITED HEARING ON THE MOTION OF MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER FOR THE FIXED RATE TRUSTEE, FOR AN ORDER PURSUANT TO FED. R. BANKR. P. 7034 AND 9006, MODIFYING CERTAIN DISCOVERY RESPONSE DEADLINES FOR THE DEBTORS AND ESTABLISHING A DEPOSITION SCHEDULE IN CONNECTION WITH THE SEPTEMBER 1, 2010 HEARINGS Upon consideration of the Motion (the Motion) to Shorten Notice and For Expedited Hearing on the Motion (the Discovery Motion) of Midland Loan Services, Inc., Special Servicer For the Fixed Rate Trustee, For an Order Pursuant to Fed. R. Bankr. P. 7034 and 9006, Modifying Certain Discovery Response Deadlines for the Debtors, and Establishing a Deposition Schedule in Connection With the September 1, 2010 Hearings, the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 157(b)(1), (b)(2)(A), and the court having found that venue of this proceeding and the Motion in this district is proper under 28 U.S.C. 1409(a); and the Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest, and Midland having provided appropriate notice of the Motion and the Court having reviewed the Motion and having heard the statement 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:

14. 15. 16.

The Motion is granted to the extent provided herein; The notice period is hereby shortened; An expedited hearing on the Discovery Motion is hereby set for July ___, 2010 at

___ oclock, __.m.

New York, New York ____ __, 2010

____________________________________ United States Bankruptcy Judge