,.

KILPATRICK 41111
... , TOWNSEND
ATTORNEYS AT LAW

KILPATRICK TOWNSEND & STOCKTON LLP

www.kilpatricktownsend.com

Suite 2800 1100 Peachtree St. Atlanta GA 30309-4528 t 404 815 6500 f 404 815 6555

March 9, 2011

direct dial404 745 2549 direct fax 404 541 4665 mfink@kilpatricktownsend.com

VIA ELECTRONIC MAIL

The Honorable Shelley C. Chapman United States Bankruptcy Court Southern District ofNew York One Bowling Green New York, NY 10004-1408

Re:

In re Innkeepers USA Trust, et al., Case No. 10-13800

Dear Judge Chapman: Pursuant to Your Honor's direction during the conference call on March 7, 2011, TriMont Real Estate Advisors, Inc. ("TriMont"), 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 hereto submits the following list of items of concern with respect 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 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 "Motion"). Based on the changes to the relief sought in the Motion to date, TriMont believes that its objections to the Motion have been largely resolved. However, TriMont notes that the Amended and Restated Commitment Agreement (the "Amended Agreement") provides, among other things, that it is contingent on counsel for the Official Committee of Unsecured Creditors (the "Committee") memorializing on the record at the hearing on the Motion its support for the transactions contemplated the Amended Agreement. Amended Agreement at para. 12. To the extent the Committee does not ultimately support the Motion and the Debtors seek to go forward with the Motion in its original or any other form, TriMont objects to the Motion and believes that this Court should continue the Motion to another time.

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Remaining Objections

TriMont joins in the concerns raised by 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 C-1 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 in its letter addressed to Your Honor earlier today. Specifically, TriMont joins in the concerns raised in sections 1(a), 1(b), 1(c) and 1(e) of that letter. Copies of the amended Lehman/Five Mile Commitment and the Five Mile/Midland Commitment have not yet been provided to TriMont. TriMont requires sufficient time to review these documents and determine their effect, if any, on the Excluded Debtor serviced by TriMont prior to a hearing on the Motion. The Revised Five Mile Lehman Commitment Letter must make clear that no assets of the Excluded Debtors will be transferred as part of the transaction contemplated thereby. The Debtors have not yet provided a plan for separating the Excluded Debtors and the Fixed/Floating Rate Debtors' cash management, cash collateral and similar issues. The expense reimbursement for Bidder D should not be allocated to any of the Excluded Debtors. Additionally, the Debtors have previously represented that they would provide a revised version of the Expense Reserve Chart attached as Exhibit 1 to the Order Modifying Final Cash Collateral to show that none of the Excluded Debtors would be contributing to the increased closing costs. To date, that information has not been provided to TriMont. Finally, TriMont seeks an affirmative statement from the Debtors that there are no intercompany claims between the Excluded Debtor serviced by TriMont and the Fixed/Floating Rate Debtors. To the extent such claims exist, the language in the Amended Agreement would seem to include that Excluded Debtor as a Releasing Party and subject to the Global Release described in the Amended Agreement. However, based on the reservation contained on page 21 of the Amended Agreement, the extension of such releases are not reciprocal. Do not hesitate to contact Todd Meyers or me if you have any questions regarding the contents ofthis letter.

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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 Unpaid Principal Balance as of the Petition Date: $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 Unpaid Principal Balance as of the Petition Date: $112,223,846.00

2.

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SERVICE LIST LNR Partners, LLC Lawrence Gottesman lawrence.gottesman@bryancave.com (212) 541-1193 Michelle McMahon michelle.mcmahon@bryancave.com (212)541-3039 Official Committee of Unsecured Creditors Lorenzo Marinuzzi lmarinuzzi@mofo.com (212) 468-8045 Stefan W. Engelhardt sengelhardt@mofo.com (212) 468-8165 Midland Loan Services John Penn john.penn@haynesboone.com (817) 347-6610 Lenard Parkins lenard.parkins@haynesboone.com (212) 659-4966 Mark Elmore mark.elmore@haynesboone.com (214) 651-5265 Innkeepers USA Trust Anup Sathy anup.sathy@kirkland.com (212) 446-4908 Paul Basta paul. basta@kirkland.com (212) 446-4750 Daniel Donovan daniel.donovan@kirkland.com (202) 879-5174

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Patrick Bryan pbryan@kirkland.com (202) 879-5285

Ad Hoc Committee of Preferred Shareholders Martin Bienenstock mbienenstock@dl.com (212) 259-8530

Irena Goldstein igoldstein@dl.com (212) 259-7035 Timothy Karcher tkarcher@dl.com (212) 259-6050 George Mastoris gmastoris@dl.com (212) 259-6827 Ryan Fahey rfahey@dl.com (212) 259-6276

CWCapital Management LLC/C-III Asset Management LLC David Neff DNeff@perkinscoie.com (312) 324-8689 Lehman ALI Inc. Brian Greer brian.greer@dechert.com (212) 698-3536
Michael Sage michael.sage@dechert.com (212) 698-3503 Kevin O'Brien kevin.o'brien@dechert.com (212) 698-3697 Joshua Sherman joshua.sherman@dechert.com
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(212) 698-3802 Apollo Investment Corporation Alan Kornberg akomberg@paulweiss.com (212) 373-3209 Andrew Ehrlich aehrlich@paulweiss.com (212) 373-3166 Fried Frank Bonnie Steingart bonnie.steingart@friedfrank.com (212) 859-8004 Brad Scheler brad.scheler@friedfrank.com (212) 859-8019 Appaloosa Investment L.P.I. Lee Attanasio lattanasio@sidley .com (212) 839-5342 John G. Hutchinson jhutchinson@sidley.com (212) 839-5398 Benjamin R. Nagin bnagin@sidley.com (212) 839-5911 Five Mile Capital Partners LLC Adam L. Shiff ashiff@kasowitz.com (212) 506-1732 Daniel A. Fliman dfliman@kasowitz.com (212) 506-1713 Howard W. Schuh hschub@kasowitz.com (212) 506-1729
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United States Trustee Paul Kenan Schwartzberg paul.schwartzberg@usdoj .gov (212) 510-0500

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