Attorneys For Midland Loan Services, A Division of PNC Bank, N.A

Lenard M. Parkins (NY Bar No. 4579124) John D. Penn (NY Bar No.
4847208) Mark Elmore (admitted pro hac vice) HAYNES AND BOONE, LLP 30 Rockefeller Plaza, 26th Floor New York, New York 10112 Telephone: (212) 659-7300 Facsimile: (212) 918-8989 Attorneys for Midland Loan Services, a Division of PNC Bank, N.A. 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
OBJECTION OF MIDLAND LOAN SERVICES TO THE FIRST INTERIM APPLICATION OF MORRISON & FOERSTER LLP AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD JULY 28, 2010 THROUGH NOVEMBER 30, 2010 Midland Loan Services, a division of PNC Bank, N.A. (Midland)1 hereby files this Objection of Midland Loan Services (the Objection) to the First Interim Application of Morrison & Foerster LLP (Morrison Foerster) as Counsel for the Official Committee of Unsecured Creditors (the Committee) for Compensation and Reimbursement of Expenses
Midland is the special servicer pursuant to the Pooling and Servicing Agreement dated as of August 13, 2007 (the Special Servicing Agreement) for that certain secured loan in the amount of not less than $825,402,542 plus interest, costs and fees (the Fixed Rate Mortgage Loan) owed by certain of the above captioned Debtors. The Fixed Rate Mortgage Loan is secured by cross-collateralized and crossdefaulted first priority mortgages, liens and security interests on forty-five (45) hotel properties and their contents and assets related thereto (collectively, the Midland Properties) and the other collateral, including all cash collateral as such term has meaning under section 363 of the Bankruptcy Code, generated by the Midland Debtors hotel and business operations with respect to the Midland Properties (the Midland Cash Collateral), as set forth in the Fixed Rate Mortgage Loan Agreement.
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Incurred for the Period July 28, 2010 Through November 30, 2010 (the First Interim Fee Application),2 and in support thereof, respectfully represents as follows: Background 1. On August 12, 2010, the Court entered its Order Authorizing the Establishment of
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the Fee Procedures Order).3 The Fee Procedures Order provides that nothing in this Order shall affect in any way any special servicers right to object to the use of its cash collateral to fund all or part of the fees and expenses of professionals compensated from the Debtors bankruptcy estates in monthly, interim, or final fee requests nor rule on the appropriateness of such cash collateral use or any entities rights with respect thereto. Fee Procedures Order at p. 7, 10. 2. On January 14, 2011, Morrison Foerster filed its First Interim Fee Application.
Morrison Foerster has previously filed monthly fee applications for August, September, October, and November of 2010.4 Midland has filed objections (the Midland Objections) to all four of the Morrison Foerster monthly fee applications.5 3. The use of Midlands Cash Collateral is governed by 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 dated September 2, 2010 (as amended, the Final Cash Collateral Order).6 The Final Cash Collateral Order establishes, among other things, a maximum amount that may be spent from
2 3 4 5 6
Docket No. 825. Docket No. 189. Docket Nos. 505, 719, 742, and 781, respectively. Docket Nos. 584, 771, 770, and 841. Docket No. 402.
2
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Cash Collateral to investigate the Loan Obligations and the Prepetition Collateral and/or a potential Challenge (as those terms are defined in the Final Cash Collateral Order) of $150,000 (the Lien Review Cap). Objection 4. Midland objects to the payment of fees and expenses in the amounts requested in
the First Interim Fee Application for the reasons more fully stated in the Midland Objections attached hereto as Exhibits 1, 2, 3, and 4. 5. The Lien Review Cap limits the amounts payable to Morrison Foerster for the
categories of time designated as Prepetition Lien Review, 2007 Transaction Investigation, and Lease / Real Estate Analysis notwithstanding Morrison Foersters request to exclude the $284,175.25 in fees charged to matters subject to the Lien Review Cap.7 The most recent extension of the Challenge Period8 under the Final Cash Collateral Order makes it clear that the 2007 Transaction Investigation is also directed at Midland. At best, it is inconsistent to argue that the limitation does not apply in compensation matters but applies when preserving potential causes of action. Either the 2007 Transaction Investigation is also aimed at lenders or it is not. If it is not directed at lenders, then the Challenge Period should terminate and the amounts requested might be funded from Cash Collateral. The termination of the Challenge Period is the only effective way to assure that lenders are no longer the subject of the investigation. Since the Committee is unlikely to adopt that position, the Lien Review Cap must remain intact.9
In the First Interim Fee Application, Morrison Foerster incorrectly argues that fees for services categorized as 2007 Transaction Investigation ($186,454.00) and Lease / Real Estate Analysis ($97,721.25) are not subject to the Lien Review Cap. The Challenge Period was extended pursuant to the Third Stipulation and Order Regarding Further Modification of the Committees Challenge Deadline in the Cash Collateral Order [Docket No. 875]. If funds are available from sources other than Cash Collateral from which those fees can be paid, the Committee should identify the same.
3
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6.
As noted in 33-34 of the First Interim Fee Application, Midland and Morrison
Foerster resolved certain mathematical calculations to confirm that the complete allocation of the $150,000 of Cash Collateral has been fully disbursed and, even if the First Interim Fee Application is granted and additional fees approved for the Prepetition Lien Review, the fees for those tasks may not be paid from Cash Collateral.10 7. Additionally, Midland concurs in and joins the Objection of the United States
Trustee to First Interim Applications For Compensation and Reimbursement of Expenses.11 Local Rule 9013-1(a) 8. This pleading, together with the documents attached hereto, includes citations to
the applicable rules and statutory authorities upon which relief requested herein is predicated and a discussion of their application to this pleading. pleading satisfies Local Bankruptcy Rule 9013-1(a). WHEREFORE, Midland respectfully requests that the Court enter an order (i) sustaining this Objection; (ii) substantially reducing the compensation requested under the First Interim Fee Application; and (iii) granting Midland such other and further relief as is equitable and just. Accordingly, Midland submits that this
For clarity, the amounts paid for fees incurred in October 2010 for the matters in question (and which resulted in a total of $150,000 of Cash Collateral being funded) were as follows: 17 22 23
11
10
Lease/Real Estate Analysis $5,328.37 2007 Transx. Invest. $29,992.69 Prepetition Lien Review $18,140.36
Docket No. 869.

4
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Dated:
February 18, 2011 New York, New York
HAYNES AND BOONE, LLP
/s/ John D. Penn Lenard M. Parkins (NY Bar #4579124) Mark Elmore (admitted pro hac vice) 30 Rockefeller Plaza, 26th Floor New York, New York 10112 Telephone No.: (212) 659-7300 Facsimile No.: (212) 884-8211 - and John D. Penn (NY Bar # 4847208) Haynes and Boone, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102 Telephone No.: (817) 347-6610 Facsimile No.: (817) 348-2300 ATTORNEYS FOR MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, N.A.
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EXHIBIT 1
HAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, NY 10020 Telephone: (212) 659-7300 Facsimile: (212) 918-8989 Lenard M. Parkins (NY Bar #4579124) John D. Penn (NY Bar # 4847208) Mark Elmore (admitted pro hac vice) 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
MIDLAND LOAN SERVICES, INC.S LIMITED OBJECTION TO 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 JULY 28, 2010 THROUGH AUGUST 31, 2010 Midland Loan Services, Inc. (Midland),1 hereby files its Limited Objection (the Objection) to 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 July 28, 2010 through August 31, 2010 (the Committee Fee Request) and respectfully represents: BACKGROUND
Midland is the special servicer pursuant to the Pooling and Servicing Agreement dated as of August 13, 2007 (the Special Servicing Agreement) for that certain secured loan in the amount of not less than $825,402,542 plus interest, costs and fees (the Fixed Rate Mortgage Loan) owed by certain of the above captioned Debtors.
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1.
On August 31, 2010, the Court entered its Order Authorizing the Establishment of
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the Fee Procedures Order). Pursuant to the Fee Procedures Order, Notice Parties must file objections to the Committee Fee Request or before October 20, 2010, which is at least twenty (20) days after service of the monthly fee request.2 2. On September 27, 2010, the Official Committee of Unsecured Creditors (the
Committee) filed the Committee Fee Request seeking authorization of $562,982.50 in fees and $6,369.85 in expenses, and corresponding payment of 80% of the fees and 100% of the expenses. 3. Based on the information provided by the Debtors in the Schedules of Assets and
Liabilities filed in these cases as well as supplemental information provided to financial advisors, the current estimate of the amount of allowable general unsecured trade debt owed by the Debtors appears to be approximately $6.6 million. See Objection of the Official Committee of Unsecured Creditors to the Motion of the Ad Hoc Committee of Preferred Shareholders for an Order Directing the Appointment of an Examiner Pursuant to Section 1104(c)(1)-(2) of the Bankruptcy Code [Docket Entry #263] at p. 2 (challenging whether the Ad Hoc Committee of Preferred Shareholders had established that the Debtors fixed, liquidated, unsecured debts exceed $5,000,000). This amount does not account for the reductions that are likely to occur as a result of allowed claims for reclamation or administrative expense claims under 11 U.S.C. 503(b)(9), which will reduce the amount even further. This estimate also does not include potential deficiency claims from secured creditor Representatives (as described in the Final Cash Collateral Order entered in these cases) that are represented by their own counsel.
Midland is a Notice Party under the Fee Procedures Order.
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OBJECTIONS 4. Midland objects to the use of its cash collateral for payment of any fees incurred
by the Committee in connection with the Marriott Dispute (as defined below). Midland also objects to the improper categorization of any fees related to the investigation of Midlands liens under the category Lease/Real Estate Analysis. A. 5. Midland Objects to Payment of the Marriott Dispute Fees from its Collateral On August 26, 2010, the Court entered the Stipulation Between Innkeepers USA
Trust and Marriott International, Inc. and Order Approving Settlement of Marriotts Motion for Limited Modification of the Automatic Stay and Debtors Motion to Assume the Troy Central Franchise Agreement (the Marriott Stipulation) resolving certain disputes between the Debtors and Marriott International, Inc. (the Marriott Dispute) in which the Debtors agreed to pay the reasonable expenses, attorneys fees and costs incurred by Marriott International, Inc (the Marriott Fees). The Marriott Stipulation expressly provides that the Debtors payment of the Marriott Fees shall be paid out of Lehman ALI Inc.s cash collateral. Marriott Stipulation at 3, 6. Accordingly, Midlands cash collateral was not the source of payment for the Marriott Fees. 6. From a review of the Committee Fee Request, the Committee incurred no less
than $32,365 in fees related to the Marriott Dispute.3 As previously argued to the Court, the Midland Debtors received no benefit from the resolution of the Marriott Dispute.4 This principle is embodied in the Marriott Stipulation whereby all of the Marriott Fees had to be paid from
The $32,365 figure was provided by counsel for the Committee. The Midland Debtors are the above referenced debtors that are obligors under the Fixed Rate
Mortgage Loan.
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Lehman ALI, Inc.s cash collateral. The same principle should apply with respect to payment of the Committees fees incurred in the Marriott Dispute. The Midland Debtors should not fund the payment of the Committees fees incurred in the Marriott Dispute. B. 7. Midland Objects to the Improper Categorization of Fees The Committee Fee Request includes a request for fees in the amount of $66,325
under the category Lease/Real Estate Analysis. It appears that a substantial portion of the time entries in this category relate to the investigation and review of the loan documents and collateral files for the Fixed Rate Mortgage Loan. Additionally, the Committee Fee Request includes fees in the amount of $437.50 under the category Prepetition Lien Review. Because the Final Cash Collateral Order provides a budgeted $150,000 for lien review by the Committee, Midland objects to the improper categorization of fees incurred in connection with the review of the Fixed Rate Mortgage Loan under the category Lease/Real Estate Analysis. The amounts must be placed into the proper category so they can be tracked and compared to the budget in the Final Cash Collateral Order. The Committee should be required to segregate entries relating to the review of the loan documents and collateral files from entries properly associated with Lease/Real Estate Analysis. 8. It cannot be overlooked that the Committee decided that it would not object to the
proposed Plan Support Agreement that, had it been approved, would have limited the total distribution to unsecured creditors to $500,000 (excluding potential deficiency claims) unless the Debtors elected to risk the termination of the use of the cash collateral from the Floating Rate Collateral (and potentially the loss of the Floating Rate Collateral). Midland reserves its right to object to the overall reasonableness of the compensation being requested for all of the Committees professionals.
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9.
Finally, as raised previously in this case, Midland objects to the use of its cash
collateral for any activities that are contrary to Midlands interests. In a typical carve-out situation, a debtor (or other estate professional) is not entitled to use a secured creditors cash collateral to finance efforts to challenge a secured lenders claims or interests in its collateral or to support actions taken against the secured lender. Accordingly, the Committee and any professionals it employs, as estate professionals, cannot use Midlands collateral to advocate a challenge to Midlands position. Local Rule 9013-1(a) 10. This pleading includes citations to the applicable rules and statutory authorities
upon which the relief requested herein is predicated and a discussion of their application to this pleading. Accordingly, Midland submits that this pleading satisfies Local Bankruptcy Rule 9013-1(a).
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CONCLUSION WHEREFORE, premises considered, Midland respectfully requests that this Court enter an order i) sustaining the Objection; ii) providing that any fees incurred in connection with the Marriott Dispute not be allocated to the Midland Debtors; iii) requiring the Committee to properly categorize its fee requests; and iv) granting such other relief as is necessary or appropriate.
Dated:
October 20, 2010 New York, New York
/s/ John D. Penn Lenard M. Parkins (NY Bar #4579124) Mark Elmore (admitted pro hac vice) 1221 Avenue of the Americas, 26th Floor New York, NY 10020-1007 Telephone No.: (212) 659-7300 Facsimile No.: (212) 884-8211 - and John D. Penn, Esq. (NY Bar # 4847208) Haynes and Boone, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102 Telephone No.: (817) 347-6610 Facsimile No.: (817) 348-2300 ATTORNEYS FOR MIDLAND LOAN SERVICES, INC.
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EXHIBIT 2
MIDLAND LOAN SERVICES, INC.S LIMITED OBJECTION TO 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 SEPTEMBER 1, 2010 THROUGH SEPTEMBER 30, 2010 Midland Loan Services, Inc. (Midland),1 hereby files its Limited Objection (the Objection) to 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 September 1, 2010 through September 30, 2010 (the Committee Fee Request) and respectfully represents: BACKGROUND
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1.
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the Fee Procedures Order). Pursuant to the Fee Procedures Order, Notice Parties must file objections to the Committee Fee Request or before October 20, 2010, which is at least twenty (20) days after service of the monthly fee request.2 2. On November 18, 2010, the Official Committee of Unsecured Creditors (the
Committee) filed the Committee Fee Request seeking approval of $431,587.85 in fees and $18,454.55 in expenses, and corresponding payment of 80% of the fees and 100% of the expenses. 3. Based on the information provided by the Debtors in the Schedules of Assets and
Liabilities filed in these cases as well as supplemental information provided to financial advisors, the current estimate of the amount of allowable general unsecured trade debt owed by the Debtors appears to be relatively insignificant. The amount will likely to be further reduced as a result of allowed claims for reclamation or administrative expense claims under 11 U.S.C. 503(b)(9), which will reduce the amount even further. This estimate also does not include potential deficiency claims from secured creditor Representatives (as described in the Final Cash Collateral Order entered in these cases) that are represented by their own counsel. OBJECTIONS 4. The fees and expenses being incurred by the Committee should be carefully
reviewed since they continue to mount into the range where they could culminate in an amount equal to a substantial portion of the trade claims that might be allowed in these cases. The trade claims is the appropriate metric for the Committee since the interest of any unsecured deficiency
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claimholders are already represented by counsel and there have been no material rejection damage claims in these cases. Even if rejection damage claims emerged, each of the franchisors of the Debtors hotel properties is represented by counsel as well. 5. It appears that the Debtors were operating their businesses and managing their
payables in the ordinary course of their businesses before these cases were filed. At any given time, approximately one month of payables would have been in the Debtors system awaiting processing and payment. This limited number of claims embodies the Committees actual constituents. Notwithstanding a fairly limited mandate, the Committee has incurred and
continues to incur substantial obligations for professional fees. 6. following: Fees & Expenses Morrison & Foerster Jefferies & Co. TOTAL Through Aug. 2010 $569,352.35 $133,064.52 $702,416.87 Through Sept. 2010 $450,042.40 $127,308.99 $577,351.39 TOTAL $1,019,394.75 $260,373.51 $1,279,768.26 The fees and expensed charged by the Committees professionals indicate the
Before this Limited Objection was filed, counsel for the Committee filed a notice regarding its fees and expenses for October. The updated totals are below. Fees & Expenses Morrison & Foerster Jefferies & Co. TOTAL Through Sept. 2010 $1,019,394.75 $260,373.51 $1,279,768.26 Oct. 20103 $196,941.14 $125,000 $321,941.14 TOTAL $1,216,335.89 $385,373.51 $1,601,709.40
If the fees and expenses continued at $400,000 per month through November and December (which reflects the historical burn rate to date), by December 31, the Committees
The amount reflected for Jefferies represents the monthly fee to Jefferies for October 2010 and is subject to change when its actual fee request is filed.
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professionals would have charged over $2.4 million before a plan of reorganization had been filed, negotiated or litigated. Undeniably, the first forty-five days of these cases were very active. However, it is very likely that the Committees professionals will have charged fees and expenses equal to almost five times the amount set aside for all unsecured claims in the Plan Support Agreement that the Committee elected not to oppose. Once the amount of the trade claims is established, it might reveal the anomaly that the Committees professional fees and expenses equaled or exceeded the amount of the claims of the constituents it represents as well as a multiple of the distributions to its constituents. 7. One example of billing issues can be found in these entries that describe the first
meeting of creditors a meeting where there was no opening statement by the Debtors and no creditor asked a single question of the Debtors representatives. A meeting with that amount of engagement and interaction that concluded in moments resulted in an hour of billed time. Date
14-Sep-2010 14-Sep-2010
Services
Attend Debtors' Section 341 meeting of creditors (.2); prepare summary regarding same (.7). Review details of Section 341 meeting of creditors.
Hours
0.90 0.10
Value (Fee)
387.00 62.50
TOTAL
1.00
$ 449.50
8.
Other areas of concern include the amounts charged in connection with the
request by certain preferred shareholders of Innkeepers USA Trust for the appointment of an official equity committee or an examiner. The should be viewed in connection with the sums charged by counsel for the Debtors since the Debtors estates (and the Lenders cash collateral) should not be charged with duplicate fees and expenses to create what is likely to have been substantially similar work product. It appears that the fees and expenses charged by counsel for the Committee and those charged by counsel for the Debtors may have a significant amount of
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overlap. The attached table indicates that counsel for the Committee charged at least $83,563.00 in relation to the equity committee / examiner issues. Payment beyond the initial 80% payment (20% holdback) for these charges should be denied. 9. The Committees request to employ Jefferies & Co (Jefferies) as its financial
advisors, including a substantial transaction fee, represents charges of $63,420.00 as shown on the attached table. The amount charged exceeds a reasonable charge for engaging a financial advisory firm and Jefferies employment was approved only after the request for an excessive transaction fee was eliminated. Payment beyond the initial 80% payment (20% holdback) for these charges should be denied. 10. In addition to the other items discussed herein, the Application includes a
substantial amount of interoffice discussions and conversations. (Specifically, the other items include a substantial amount of discussions and conversations they are not identified as such in the amount noted below.) The total of such is reflected on the attached table listing each such entry indicates a total of $43,425.00. Payment beyond the initial 80% payment (20% holdback) for these charges should be denied. 11. Significantly, the Application shows that as of September 30, the Committee
was exceptionally close to the maximum amount of the Lenders Cash Collateral that could be charged in relation to a Challenge. Over $136,000 of the maximum $150,000 had been charged through September with the charges in October taking the total well beyond the $150,000 limit. Undoubtedly, charges for these items will continue in November and December 2010.
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12.
Specifically, a Challenge under the Cash Collateral Order would include both
the review of the perfection of the Lenders liens as well as the Committees review of the 2007 Transaction. a. 12 of the Cash Collateral Order states, in pertinent part,
Notwithstanding the foregoing, the Cash Collateral and the Carve Out may be used by the Committee to investigate the Loan Obligations and the Prepetition Collateral and/or a potential Challenge (as defined below); provided that no more than $150,000 in the aggregate may be spent from Cash Collateral on such investigations. b. 13 includes the following, is without prejudice to the rights of the
Committee to investigate and challenge any such liens or security interests of the Adequate Protection Parties, or to assert any other claims or causes of action, at law or in equity against any of the Adequate Protection Parties (a Challenge) . . . . 13. The Application (along with the resolution regarding the invoices for August
2010) with the similar application for October reflects the following charges against the $150,000 limit for such reviews: Fees Lease/ RE Analysis 2007 Transx. Invest. Prepetition Loan Review TOTAL August 2010* 16,581.25 $2,216.50 $437.50 $19,235.25 September 2010** 33,762.00 47,977.50 35,632.00 $117,371.50 October 2010** $13,689.00 $74,484.50 $46,604.00 $134,777.50 TOTAL $64,032.25 $124,678.50 $82,673.50 $271,384.25
*The August amounts reflect the interim resolution as noted in the Notice of Resolution, Docket No. 631. **The September and October invoices includes Client Accommodation deduction that is not identified with any specific entry, task or matter.
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14.
It is clear that the Committee has now exceeded the amount of Cash Collateral
that may be used for this purpose and payments beyond that amount are not authorized uses of Cash Collateral regardless of whether the fees might have otherwise been allowable. Midland objects to allowance and payment of fees and expenses in excess of the limitation established and agreed upon for such Challenge. Since objections to both invoices for the September and October fees and expenses are due simultaneously, Midland objects to payments under either invoices in excess of such limitation. 15. Finally, as raised previously in this case, Midland objects to the use of its cash
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Dated:
December 20, 2010 New York, New York
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Date
Timekeeper
Description Litigation Regarding the Request for an Equity Committee or Examiner

Review memorandum on motion regarding equity committee motion (.4); review motion papers and supporting exhibits (1.0). Review transcript of September 1 hearing with respect to potential ramifications on Committees objection to motion to appoint an examiner. Research and analyze case law regarding equity committees (3.9); review and prepare list of recently filed pleadings in Debtors bankruptcy (.6). Coordinate drafting of objection to motion to appoint official equity committee. Review and analyze Equity Holders letters to US Trustee requesting appointment of official equity committee (1.8); begin review of Equity Holders arguments in transcript for September 1 hearing (3.2). Review transcript from September 1 hearing and analyze with respect to potential revisions to objection to examiner motion (4.5); research issues related to section 503(b)(9) procedures (1.0). Coordinate research of opposition to equity committee motion. Research appointment of equity committee. Review status of equity committee appointment research. Further review hearing transcript from September 1 for arguments made by Equity Holders. Prepare binder of cases cited in Equity Holders motion for appointment of statutory committee.
Rate
Hours
Fee
9-1-10
Engelhardt, Stefan W.
$745.00
1.40
$1,043.00
9-3-10
Richards, Erica J.
$490.00
0.50
$245.00
9-7-10
Molison, Stacy L.
$430.00
3.90
$1,677.00
9-7-10
Wishnew, Jordan A.
$625.00
0.20
$125.00
9-8-10
Molison, Stacy L.
$430.00
5.00
$2,150.00
9-8-10
Richards, Erica J.
$490.00
4.50
$2,205.00
9-8-10 9-10-10 9-10-10 9-13-10
Wishnew, Jordan A. Molison, Stacy L. Wishnew, Jordan A. Molison, Stacy L.
$625.00 $430.00 $625.00 $430.00
0.10 2.60 0.20 2.30
$62.50 $1,118.00 $125.00 $989.00
9-14-10
Guido, Laura
$230.00
0.80
$184.00
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Date
Timekeeper

Review motion to appoint an equity committee (.6); frame response (.8). Review, analyze and consider arguments posed by Equity Holders motion to appoint an equity committee (3.0); draft summary regarding same (2.7). Review motion for appointment of an equity committee. Prepare binders of cases cited in Equity Holders motion for appointment of statutory committee. Finalize and distribute summary of Equity Holders motion for appointment of equity committee (.4); review and analyze case law cited in Equity Holders motion for equity committee (5.5). Review summary of motion to appoint official equity committee (.1); review equity analysis with J. DAmico (Jefferies) (.1); assist S. Molison with preparing objection to equity committee motion (.4). Research and analyze case law regarding appointment of official equity committees (7.5); draft objection to Equity Holders motion for same (3.4). Review 203 N. LaSalle and its use in equity committee motion (.5); review and revise objection to equity committee motion (1.4). Further research case law regarding standards for appointment of official equity committees and draft objection to Equity Holders motion for same. Meet with Jefferies to discuss diligence issues related to objections to exclusivity termination motions and equity committee motion (.6); review debtors motion to assume Marriott Adequate Assurance Agreement (.5).
Rate
Hours
Fee
9-14-10
Marinuzzi, Lorenzo
$750.00
1.40
$1,050.00
9-14-10
Molison, Stacy L.
$430.00
5.70
$2,451.00
9-14-10 9-15-10
Wishnew, Jordan A. Guido, Laura
$625.00 $230.00
0.80 2.10
$500.00 $483.00
9-15-10
Molison, Stacy L.
$430.00
5.90
$2,537.00
9-15-10
Wishnew, Jordan A.
$625.00
0.60
$375.00
9-16-10
Molison, Stacy L.
$430.00
10.90
$4,687.00
9-16-10
Wishnew, Jordan A.
$625.00
1.90
$1,187.50
9-17-10
Molison, Stacy L.
$430.00
8.10
$3,483.00
9-17-10
Wishnew, Jordan A.
$625.00
0.60
$375.00
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Date
Timekeeper

Review and revise objection to motion to appoint equity committee. Revise equity committee objection. Revise and further research objection to Equity Holders motion for equity committee (5.9); draft memorandum regarding Equity Holders motion for equity committee (1.7). Work with Jefferies to develop analysis to include in equity committee objection. Analysis of response of US Trustee regarding equity committee. Summarize US Trustee objection to motion for equity committee. Review US Trustee objection to motion to appoint equity committee. Review US Trustees response to equity committee motion and related summary (.3); review Jefferies analysis to accompany equity committee objection (.2). Review with Jefferies strategy for equity committee motion and valuations (.7); review draft of response to equity committee motion (.6); discuss with J. Marines (K&E) response to equity committee motion (.5); confer with L. Nashelsky regarding equity committee motion. Further review and revise objection to equity committee motion (1.4); confer with J. Wishnew regarding arguments pertaining to same (1.5). Discussion with L. Marinuzzi regarding strategy for equity committee motion and valuations (.4); review equity committee motion (.3); analyze issue with evidence for hearing (.5).
Rate
Hours
Fee
9-18-10 9-19-10
Wishnew, Jordan A. Wishnew, Jordan A.
$625.00 $625.00
0.70 1.00
$437.50 $625.00
9-20-10
Molison, Stacy L.
$430.00
7.60
$3,268.00
9-20-10 9-21-10 9-21-10 9-21-10
Wishnew, Jordan A. Galante, Paul A. Koshgerian, Stephen P. Marinuzzi, Lorenzo
$625.00 $650.00 $370.00 $750.00
0.50 0.80 1.30 0.50
$312.50 $520.00 $481.00 $375.00
9-21-10
Wishnew, Jordan A.
$625.00
0.50
$312.50
9-22-10
Marinuzzi, Lorenzo
$750.00
1.80
$1,350.00
9-22-10
Molison, Stacy L.
$430.00
1.40
$602.00
9-22-10
Nashelsky, Larren M.
$900.00
0.80
$720.00
F-287459
Page 11 of 36
Date
Timekeeper

Further review draft of equity committee objection with S. Molison and discuss related issues (1.5); confer with J. DAmico (Jefferies) concerning scope of rejection damages for assumed Marriott agreements (.1); confer with Jefferies on debt/value analysis (.3). Conference call with Jefferies regarding reply to motion (1.0); review declaration submitted by R. Greenspan (.3). Cite-check objection to motion for appointment of statutory committee of preferred shareholders (1.7); prepare for service of same (.2). Conference call with Jefferies regarding responses to equity committee motion and examiner motion and potential universe of unsecured claims. Further review and revise objection to Equity Holders motion for equity committee (2.0); review and analyze Maxwell Declaration regarding valuation analysis in support of Equity Holder equity committee motion and consider impact on Committees objection to same (2.2). Provide additional comments to equity committee objection (.3); review terms of Adequate Assurance Agreement and speak with T. Schwartz (K&E) concerning revisions to agreement/final order (.8); review Midlands objection to equity committee motion (.3); confer with A. Rohan (Jefferies) concerning preparing equity committee objection and incorporating related analysis (.3); review of PJSC implied value analysis (.5).
Rate
Hours
Fee
9-22-10
Wishnew, Jordan A.
$625.00
1.50
$937.50
9-23-10
Galante, Paul A.
$650.00
1.30
$845.00
9-23-10
Guido, Laura
$230.00
1.90
$437.00
9-23-10
Miller, Brett H.
$875.00
1.50
$1,312.50
9-23-10
Molison, Stacy L.
$430.00
4.20
$1,806.00
9-23-10
Wishnew, Jordan A.
$625.00
0.90
$562.50
F-287459
Page 12 of 36
Date
Timekeeper

Review and analysis of objection papers (1.5); commence deposition preparation (.7); confer with P. Galante regarding same (.3); confer with P. Galante and L. Ramos regarding same (.5); review equity committee motion response (.8); analysis of arguments for motion reply (2.0); review committee motion materials and papers (1.4); confer with L. Marinuzzi and P. Galante regarding same (.4). Analysis of R. Greenspan declaration, Midland objection to Committee, employment of Jefferies and Midland objection regarding equity committee (.9); confer with L. Marinuzzi and S. Engelhardt regarding same (.4); confer with S. Engelhardt regarding deposition of R. Greenspan (.3); confer with S. Engelhardt and L. Ramos regarding same (.5); review and edit deposition notice (.3). Review, revise and finalize response to equity committee motion (2.8); confer with S. Engelhardt and P. Galante regarding same (.4); confer with L. Nashelsky regarding valuation in connection with equity committee request (.5). Correspondence with Jefferies regarding Equity Holders valuation analysis (.5); revise objection to equity committee to address same (3.4); research valuation methods typically used in bankruptcy proceeding (1.5). Organize documents for review by P. Galante and L. Ramos. Correspond with T. Schwartz (K&E) concerning modifying Marriott Adequate Assurance Agreement (.3); review and revise equity committee objection (.7). Summarize Maxwell Declaration regarding valuation analysis in support of Equity Holders motion for equity committee (.5); review, analyze and summarize Debtors, US Trustees and Lehmans objection to equity committee motion (2.1).
Rate
Hours
Fee
9-24-10
$745.00
6.40
$4,768.00
9-24-10
Galante, Paul A.
$650.00
0.60
$390.00
9-24-10
Marinuzzi, Lorenzo
$750.00
2.80
$2,100.00
9-24-10
Molison, Stacy L.
$430.00
5.40
$2,322.00
9-24-10
Weatherholtz, Kyle S.
$185.00
1.10
$203.50
9-24-10
Wishnew, Jordan A.
$625.00
0.70
$437.50
9-26-10
Molison, Stacy L.
$430.00
2.60
$1,118.00
F-287459
Page 13 of 36
Date
Timekeeper

Prepare for Rule 2004 deposition (4.2); participation in professionals conference call and preparation for same (1.0); review draft motion reply regarding same (1.0); review notice of substitution and correspondence regarding same (.4); attention to deposition outline (1.0). Review equity committee pleadings in anticipation of September 30 hearing (1.5); confer with L. Nashelsky regarding valuation issues in connection with depostions (.5). Review, analyze and summarize Wells Fargo and Midlands objections to the equity committee motion as well as C-IIIs and CWCapitals responses and joinders to Midlands objection to the equity committee motion (1.9); review and revise memorandum to Committee regarding various pleadings filed in response to certain matters scheduled to be heard at the September 30 omnibus hearing (2.1). Review and revise summary of objections/responses to September 30 motions (.4); coordinate coverage for upcoming depositions (.2). Prepare materials for September 30th omnibus hearing. Review ad hoc equity response on motion to appoint an official equity committee (.6); confer with L. Nashelsky regarding same (.3). Discussions with L. Marinuzzi regarding hearing on equity committee request (.3); review Debtors objection to same (.5). Prepare for September 30th omnibus hearing. Review Equity Holders replies related to equity committee motion and examiner motion (.6); review status of response to Rule 2004 requests (.1).
Rate
Hours
Fee
9-27-10
$745.00
7.60
$5,662.00
9-27-10
Marinuzzi, Lorenzo
$750.00
1.50
$1,125.00
9-27-10
Molison, Stacy L.
$430.00
4.00
$1,720.00
9-27-10 9-28-10 9-28-10
Wishnew, Jordan A. Guido, Laura Marinuzzi, Lorenzo
$625.00 $230.00 $750.00
0.60 2.65 0.60
$375.00 $609.50 $450.00
9-28-10 9-28-10
Nashelsky, Larren M. Wishnew, Jordan A.
$900.00 $625.00
0.50 0.10
$450.00 $62.50
9-28-10
Wishnew, Jordan A.
$625.00
0.70
$437.50
F-287459
Page 14 of 36
Date
Timekeeper

Analysis of A. Maxwell deposition testimony (.8); confer with L. Ramos regarding Rule 2004 discovery (.4). Additional September 30th hearing preparation. File affidavit of service for objection to preferred shareholders committee for Omni. Prepare for argument on Jefferies retention including review pleadings and evaluate open points and trial materials/coordination, prepare argument (2.7); correspondence to/from J. Penn (Midland) regarding open points, comments on order, trial logistics and possible resolution (.8); review pleadings and prepare argument points regarding examiner motion (1.3); review pleadings, deposition reports and prepare argument points for Equity Holders motion to appoint official committee, review PSA papers regarding response on points raised in equity committee motion respecting official equity committee (1.7). Review and discuss responses by the Equity Holders regarding examiner and equity committee motions. Review, analyze and summarize Equity Holders reply to objections to equity committee motion (2.8); review analyze and summarize Equity Holders supplemental reply to objections to examiner motion (1.8). Assist S. Engelhardt in hearing preparation. Create chart summarizing objections and responses to Rule 2004 discovery requests (1.6); confer with P. Galante on same (.4). Review materials in advance of September 30th omnibus hearing.
Rate
Hours
Fee
9-29-10 9-29-10 9-29-10
Galante, Paul A. Guido, Laura Keeton, Douglas
$650.00 $230.00 $195.00
0.80 1.55 0.20
$520.00 $356.50 $39.00
9-29-10
Marinuzzi, Lorenzo
$750.00
3.00
$2,250.00
9-29-10
Miller, Brett H.
$875.00
1.30
$1,137.50
9-29-10
Molison, Stacy L.
$430.00
4.60
$1,978.00
9-29-10 9-29-10 9-29-10
Ramos, Leah A. Ramos, Leah A. Wishnew, Jordan A.
$590.00 $590.00 $625.00
0.60 1.60 0.25
$354.00 $944.00 $156.25
F-287459
Page 15 of 36
Date
Timekeeper

Attend depositions of A. Maxwell relating to motion for official equity committee (3.3); review Equity Holders reply to equity committee objections (.4). Preparation for and attendance at motion hearings. Prepare for and participate in omnibus hearing on examiner motion, equity committee motion, Jefferies retention motion (8.0); confer with L. Nashelsky regarding same (.5). Discussions with L. Marinuzzi regarding hearings (.5); review correspondence with Midland and Debtors regarding same (.3). Prepare e-mail to Committee summarizing omnibus hearing results. Prepare for and attend omnibus hearing.
Rate
Hours
Fee
9-29-10
Wishnew, Jordan A.
$625.00
3.70
$2,312.50
9-30-10
$745.00
5.00
$3,725.00
9-30-10
Marinuzzi, Lorenzo
$750.00
4.00
$3,000.00
9-30-10 9-30-10 9-30-10
Nashelsky, Larren M. Wishnew, Jordan A. Wishnew, Jordan A.
$900.00 $625.00 $625.00
0.15 0.15 3.80
$135.00 $93.75 $2,375.00
Total
$83,563.00
F-287459
Page 16 of 36
Date
Timekeeper
Description Litigation Regarding the Employment of Jefferies & Co.

Revise Jefferies retention application to address informal comments from US Trustee. Review revised Jefferies retention application and correspondence with Jefferies regarding same. Assist E. Richards with finalizing Jefferies retention application (.7); assist S. Molison with July/August fee statement and related issues (.3). File Jefferies retention application and coordinate service of same (.4); prepare courtesy copy of same for chambers (.4); prepare initial draft of August fee statement (1.5); confer with S. Koshgerian and S. Molison regarding same (.2); correspondence regarding same (.1). Correspondence with Committee regarding Jefferies retention application (.2); finalize same (.4). Telephone discussion with J. Penn (Midland) regarding next steps, meeting with Debtors, discussions regarding Jefferies retention. Discussions with L. Marinuzzi regarding Jefferies retention agreement (.4); review same (.3). Address revisions to Jefferies retention agreement and mark up agreement accordingly. Review Midland and CW objections to Jefferies retention application (.7); review objections with L. Szlezinger and A. Rohan (Jefferies) and next steps for response (.8); outline response (.5); conferences with L. Nashelsky regarding same (.5).
Rate
Hours
Fee
9-1-10
Richards, Erica J.
$490
1.40
$686.00
9-8-10
Richards, Erica J.
$490
0.60
$294.00
9-8-10
Wishnew, Jordan A.
$625
0.70
$437.50
9-9-10
Guido, Laura
$230
0.80
$184.00
9-9-10
Richards, Erica J.
$490
0.60
$294.00
9-15-10
Marinuzzi, Lorenzo
$750
0.60
$450.00
9-22-10
$900
0.30
$270.00
9-22-10
Wishnew, Jordan A.
$625
0.40
$250.00
9-23-10
Marinuzzi, Lorenzo
$750
2.00
$1,500.00
F-287459
Page 17 of 36
Date
Timekeeper

Modify form of order for Jefferies retention and send to L. Szlezinger (.3); review filed objections to Jefferies retention (.4); review Boston Generating docket related to professional retentions (.3); gather materials to support response to objection to Jefferies retention (.8). Analysis of R. Greenspan declaration, Midland objection to Committee, employment of Jefferies and Midland objection regarding equity committee (.9); confer with L. Marinuzzi and S. Engelhardt regarding same (.4); confer with S. Engelhardt regarding deposition of R. Greenspan (.3); confer with S. Engelhardt and L. Ramos regarding same (.5); review and edit deposition notice (.3). Analysis of retention application in other cases regarding Midland objection. Prepare first interim fee application for S. Koshgerian (.8); obtain retention applications for financial advisors from various bankruptcy cases for J. Wishnew (.8). Calls with Jefferies and outside counsel to review process of preparing response to Jefferies retention objection (.7); attention to drafting of response (.9). Draft and file deposition notice for R. Greenspan and review supporting materials for same (1.0); confer with S. Engelhardt and P. Galante regarding same (.5). Draft response to objection to Jefferies retention and research various issues in connection with same. Correspond with Committee counsel in Neff Corp. about obtaining professional retention transcript. Draft response to objections to Jefferies retention and prepare declaration with respect to same (6.9); confer with J. Wishnew regarding same (.3).
Rate
Hours
Fee
9-23-10
Wishnew, Jordan A.
$625
1.80
$1,125.00
9-24-10
Galante, Paul A.
$650
0.60
$390.00
9-24-10
Galante, Paul A.
$650
0.50
$325.00
9-24-10
Keeton, Douglas
$195
0.80
$156.00
9-24-10
Marinuzzi, Lorenzo
$750
1.60
$1,200.00
9-24-10
Ramos, Leah A.
$590
1.00
$590.00
9-24-10
Richards, Erica J.
$490
7.20
$3,528.00
9-24-10
Wishnew, Jordan A.
$625
0.20
$125.00
9-25-10
Richards, Erica J.
$490
6.90
$3,381.00
F-287459
Page 18 of 36
Date
9-26-10
Timekeeper
Galante, Paul A.

Analysis of Greenspan workpapers and declaration regarding preparation for deposition of R. Greenspan. Review and revise draft response to Midland objection to Jefferies retention motion. Review, analyze and summarize Midlands and Wells Fargos objections to Jefferies retention application. Revise draft response to objections to Jefferies retention and review materials from Jefferies regarding same. Review and revise response to Midlands objection to Jefferies retention. Review and edit draft brief regarding Jefferies retention (.8); review revised declaration and confer with counsel regarding new declarant (.5); conference call with Jefferies regarding open issues (.8). Review revised drafts of response to Jefferies objection (1.4); review comparables from additional cases (.7). Review, analyze and summarize joinders of C-III and CWCapital to Midlands objection to Jefferies retention as financial advisors for the Committee. Revise draft response to objection to Jefferies retention. Assist with drafting response to Midlands objection to Jefferies retention (.3); review and revise response and declaration to Midlands objection to Jefferies retention (1.1); review C. Dochat declaration (.2).
Rate
$650
Hours
2.00
Fee
$1,300.00
9-26-10
Marinuzzi, Lorenzo
$750
1.00
$750.00
9-26-10
Molison, Stacy L.
$430
1.00
$430.00
9-26-10
Richards, Erica J.
$490
3.60
$1,764.00
9-26-10
Wishnew, Jordan A.
$625
1.10
$687.50
9-27-10
Galante, Paul A.
$650
2.10
$1,365.00
9-27-10
Marinuzzi, Lorenzo
$750
2.10
$1,575.00
9-27-10
Molison, Stacy L.
$430
0.70
$301.00
9-27-10
Richards, Erica J.
$490
3.60
$1,764.00
9-27-10
Wishnew, Jordan A.
$625
1.60
$1,000.00
F-287459
Page 19 of 36
Date
Timekeeper

Confer with P. Galante regarding deposition issues (.2); preparation for deposition (4.5); meeting with Jefferies regarding deposition issues (.5); deposition of C. Douchat (1.2); review filed motion papers and supporting exhibits (2.6); confer with L. Marinuzzi regarding Midland witness deposition (.4). Analysis of Douchat deposition transcript (.3); confer with L. Ramos regarding same (.2); review and edit draft outline regarding deposition of C. Douchat (.3); confer with S. Engelhardt regarding same (.2); analysis of FTIs retention application in Lehman case regarding C. Douchat deposition (.5). Review and edit draft outline regarding deposition of C. Douchat (.3); confer with S. Engelhardt regarding same (.2). E-mail correspondence with counsel and Jefferies regarding Jefferies retention. Prepare materials for September 30th omnibus hearing. Prepare, file and coordinate service of response to objection to Jefferies retention application (2.8); prepare courtesy copy of reply to objections to same for chambers and US Trustee (.2). File affidavit of service for Jefferies Retention Application (.2); correspondence regarding same (.2). Review and revise several versions of Jefferies retention response papers (2.8); telephone calls with Jefferies and outside counsel regarding terms of retention and Midland objections on indemnity (1.3); review report on deposition of Midland witness and discuss preparation with S. Engelhardt (.8). Attend and prepare for deposition of R. Greenspan (4.2); confer with P. Galante regarding deposition (.2).
Rate
Hours
Fee
9-28-10
$745
8.80
$6,556.00
9-28-10
Galante, Paul A.
$650
1.10
$715.00
9-28-10
Galante, Paul A.
$650
0.30
$195.00
9-28-10 9-28-10
Galante, Paul A. Guido, Laura
$650 $230
0.30 2.65
$195.00 $609.50
9-28-10
Guido, Laura
$230
3.00
$690.00
9-28-10
Guido, Laura
$230
0.40
$92.00
9-28-10
Marinuzzi, Lorenzo
$750
4.10
$3,075.00
9-28-10
Ramos, Leah A.
$590
4.20
$2,478.00
F-287459
Page 20 of 36
Date
9-28-10
Timekeeper
Richards, Erica J.

Revise response to objection to Jefferies retention. Coordinate filing and service of Jefferies objection (.1); review updated Craven Declaration (.1); review declaration-related questions arising from withdrawn Greenspan declaration (.1); assist E. Richards with revised Jefferies order (.2); review Jefferies outside counsels comments to response, discuss same with counsel and revise response and declaration (2.7); telephone call with Jefferies to discuss fee comparables and confidentiality concerns related to claims analysis (.2); review transcript of C. Douchat deposition (.5); review appendix to Szlezinger declaration (.2). Prepare for September 30th omnibus hearing. Assist L. Ramos with deposition preparation and organization. Review brief regarding Jefferies retention and declaration of L. Szlezinger. Additional September 30th hearing preparation. File affidavit of service for response to Midlands objection to Jefferies retention application. Prepare amended Jefferies retention order for submission. Prepare for argument on Jefferies retention including review pleadings and evaluate open points and trial materials/coordination, prepare argument (2.7); correspondence to/from J. Penn (Midland) regarding open points, comments on order, trial logistics and possible resolution (.8); review pleadings and prepare argument points regarding examiner motion (1.3); review pleadings, deposition reports and prepare argument points for Equity Holders motion to appoint official committee, review PSA papers regarding response on points raised in equity committee motion respecting official equity committee (1.7).
Rate
$490
Hours
7.80
Fee
$3,822.00
9-28-10
Wishnew, Jordan A.
$625
4.10
$2,562.50
9-28-10 9-28-10 9-29-10 9-29-10 9-29-10 9-29-10
Wishnew, Jordan A. Weatherholtz, Kyle S. Galante, Paul A. Guido, Laura Guido, Laura Guido, Laura
$625 $185 $650 $230 $230 $230
0.10 1.20 0.80 1.55 0.20 0.90
$62.50 $222.00 $520.00 $356.50 $46.00 $207.00
9-29-10
Marinuzzi, Lorenzo
$750
2.70
$2,025.00
F-287459
Page 21 of 36
Date
Timekeeper

Discussions with P. Basta regarding Jefferies retention (.2); discussions with L. Marinuzzi regarding same (.3); review correspondence with Midland regarding objection to same (.3). Assist S. Engelhardt in hearing preparation. Revise and finalize proposed order approving Jefferies retention and correspondence with Jefferies outside counsel and opposing parties counsel regarding same. Review materials in advance of September 30th omnibus hearing. Review modified Jefferies retention order (.2); review comfort letter provided by Midland (.2); send e-mail to objecting parties with proposed modified form of order (.2); review Midlands response to blackline (.2). Preparation for and attendance at motion hearings. Prepare for and participate in omnibus hearing on examiner motion, equity committee motion, Jefferies retention motion (8.0); confer with L. Nashelsky regarding same (.5). Discussions with L. Marinuzzi regarding hearings (.5); review correspondence with Midland and Debtors regarding same (.3). Revise Jefferies retention order. Prepare for and attend omnibus hearing. Revise Jefferies form of order per court settlement and discuss with L. Marinuzzi.
Rate
Hours
Fee
9-29-10
$900
0.50
$450.00
9-29-10
Ramos, Leah A.
$590
0.60
$354.00
9-29-10
Richards, Erica J.
$490
3.50
$1,715.00
9-29-10
Wishnew, Jordan A.
$625
0.25
$156.25
9-29-10
Wishnew, Jordan A.
$625
0.60
$375.00
9-30-10
$745
5.00
$3,725.00
9-30-10
Marinuzzi, Lorenzo
$750
4.00
$3,000.00
9-30-10 9-30-10 9-30-10 9-30-10
Nashelsky, Larren M. Richards, Erica J. Wishnew, Jordan A. Wishnew, Jordan A.
$900 $490 $625 $625
0.15 1.00 3.80 0.15
$135.00 $490.00 $2,375.00 $93.75
Total
$63,420.00
F-287459
Page 22 of 36
Date
Timekeeper
Description Internal Conferences

Respond to J. Wishnews questions regarding mezzanine loan documents (.4); review dataroom for recordable documents (1.1); prepare e-mail update with D. Quarry (.3). Telephone calls with counsel for Apollo and the Debtors regarding subpoenas and document requests (.3); telephone calls and e-mail correspondence with counsel for Lehman regarding subpoena (.3); confer with L. Ramos regarding subpoenas, discovery requests and background information (.5). Confer with S. Molison regarding fee applications (.2); look up interim compensation order to determine billing schedule (.1). Discussion with D. Quarry regarding loan document review. Prepare pooling and servicing agreement summary (1.1); correspondence with J. Wishnew regarding same (.2). Discussion with S. Koshgerian regarding fee application. Review terms of Anaheim loan documents (4.2); conference with N. Armstrong regarding same (.3); brief L. Marinuzzi regarding status of loan document review and missing documentation (.4). Draft and file certificate of service for Rule 2004 subpoenas (.4); confer with P. Galante regarding deposition scheduling (.5). Confer with J. Wishnew regarding document requests (.3); e-mail correspondence with L. Ramos regarding discovery requests (.3). Review Five Mile proposal and next steps after PSA decision (.3); confer with L. Nashelsky regarding same (.5).
Rate
Hours
Fee
9-1-10
Armstrong, Naja R.
$430
0.70
$301.00
9-1-10
Galante, Paul A.
$650
0.50
$325.00
9-1-10 9-1-10 9-1-10 9-1-10
Koshgerian, Stephen P. Marinuzzi, Lorenzo McGovern, Thomas P. Molison, Stacy L.
$370 $750 $610 $430
0.20 0.40 0.20 0.20
$74.00 $300.00 $122.00 $86.00
9-1-10
Quarry, Diana L.
$430
0.70
$301.00
9-1-10
Ramos, Leah A.
$590
0.50
$295.00
9-2-10
Galante, Paul A.
$650
0.60
$390.00
9-2-10
Marinuzzi, Lorenzo
$750
0.50
$375.00
F-287459
Page 23 of 36
Date
9-2-10 9-2-10
Timekeeper
Nashelsky, Larren M. Wishnew, Jordan A.

Discussions with L. Marinuzzi regarding hearing on PSA approval. Confer with P. Galante regarding document requests. Finish summary of floating rate loans and revise per J. Temples comments (2.0); confer with D. Quarry regarding same (.2); begin summary of Merrill Lynch loans (.5); investigate restrictions on sale (.5). Confer with L. Nashelsky regarding denial of PSA approval, next steps. Discussions with L. Marinuzzi regarding strategy with PSA approval denied. Prepare revised version of summary for Fixed Rate Senior Loan documents (1.2); conference with N. Armstrong regarding same (.2). Conferences with L. Nashelsky regarding plan structure. Discussions with L. Marinuzzi regarding next steps on plan structure. Review proxy, merger agreement and pleadings regarding search terms for Lehman production (1.3); confer with L. Ramos regarding same (.5). Correspondence to/from J. Wishnew regarding attendance at Section 341 meeting of creditors (.3); discussion with J. Marines (K&E) regarding case status (.5). Discussions with J. Wishnew regarding Committee call.
Rate
$900 $625
Hours
0.50 0.30
Fee
$450.00 $187.50
9-3-10
Armstrong, Naja R.
$430
0.20
$86.00
9-3-10
Marinuzzi, Lorenzo
$750
0.40
$300.00
9-3-10
$900
0.40
$360.00
9-3-10 9-7-10 9-7-10
Quarry, Diana L. Marinuzzi, Lorenzo Nashelsky, Larren M.
$430 $750 $900
0.20 0.70 0.70
$86.00 $525.00 $630.00
9-8-10
Galante, Paul A.
$650
0.50
$325.00
9-8-10
Marinuzzi, Lorenzo
$750
0.30
$225.00
9-8-10
$900
0.40
$360.00
F-287459
Page 24 of 36
Date
Timekeeper

Review Midlands objections and responses to Rule 2004 subpoena and confer with P. Galante on same (.5); attention to docket matters (.3); review materials to narrow search terms for document production (.7). Prepare for weekly Committee call, including review of summaries and financial materials (.6); confer with L. Nashelsky regarding same (.4); send e-mail to Committee with Jefferies discussion materials and conduct weekly Committee call (.7). Prepare Merrill Lynch Washington DC summary (1.0); begin to prepare CSF loan summary (1.7); confer with D. Quarry regarding Capmark loans (.1). Confer with L. Ramos regarding proposed search items for Lehman production. File Jefferies retention application and coordinate service of same (.4); prepare courtesy copy of same for chambers (.4); prepare initial draft of August fee statement (1.5); confer with S. Koshgerian and S. Molison regarding same (.2); correspondence regarding same (.1). Confer with S. Molison and L. Guido to prepare monthly prebill (.2); attend to same (.7). Confer with L. Nashelsky regarding strategy. Attention to preparation of monthly fee application (.9); confer with S. Koshgerian and L. Guido regarding same (.2). Discussions with L. Marinuzzi regarding strategy and next steps (1.0); analyze issues regarding same (.3).
Rate
Hours
Fee
9-8-10
Ramos, Leah A.
$590
0.50
$295.00
9-8-10
Wishnew, Jordan A.
$625
0.40
$250.00
9-9-10
Armstrong, Naja R.
$430
0.10
$43.00
9-9-10
Galante, Paul A.
$650
0.50
$325.00
9-9-10
Guido, Laura
$230
0.20
$46.00
9-9-10 9-9-10 9-9-10
Koshgerian, Stephen P. Marinuzzi, Lorenzo Molison, Stacy L.
$370 $750 $430
0.20 1.00 0.20
$74.00 $750.00 $86.00
9-9-10
$900
1.00
$900.00
F-287459
Page 25 of 36
Date
Timekeeper

Review loan documents evidencing Capmark Bank loans (1.0); conference with N. Armstrong regarding same (.1); prepare summary of missing Capmark loan documents to place request for same (.4). E-mails with counsel for Lehman regarding search terms for document production (.1); confer with P. Galante on same (.5). Confer with J. Wishnew regarding search terms for Lehman production. Additional review of and revisions to August time records for compliance with compensation guidelines (3.3); confer with S. Koshgerian regarding same (.2). Review August bill for compliance with compensation guidelines (.6); confer with L. Guido regarding same (.2). Telephone call and correspondence with J. DAmico (Jefferies) regarding meeting with K&E to discuss next steps (.4); strategy for plan process and discussions with Debtors (.3); confer with L. Nashelsky regarding same (1.5). Discussions with L. Marinuzzi regarding next steps in plan process. Complete CSF Raleigh loan summary (1.2); discuss preparing summary of co-lender agreement for fixed rate loan with T. McGovern (.3). Telephone call with K&E regarding discovery (.3); confer with L. Ramos regarding Debtor discovery (.5). review responses to document request and confer with L. Ramos regarding same (.8). Telephone call with K&E regarding discovery (.3); confer with L. Ramos regarding Debtor discovery (.5).
Rate
Hours
Fee
9-9-10
Quarry, Diana L.
$430
0.10
$43.00
9-9-10
Ramos, Leah A.
$590
0.50
$295.00
9-10-10
Galante, Paul A.
$650
0.30
$195.00
9-10-10
Guido, Laura
$230
0.20
$46.00
9-10-10
Koshgerian, Stephen P.
$370
0.20
$74.00
9-10-10
Marinuzzi, Lorenzo
$750
1.50
$1,125.00
9-10-10
Nashelsky, Larren M
$900
1.50
$1,350.00
9-13-10
Armstrong, Naja R.
$430
0.30
$129.00
9-13-10
Galante, Paul A.
$650
1.30
$845.00
9-13-10
Galante, Paul A.
$650
0.50
$325.00
F-287459
Page 26 of 36
Date
9-13-10 9-13-10 9-13-10
Timekeeper
Marinuzzi, Lorenzo McGovern, Thomas P. Nashelsky, Larren M.

Confer with L. Nashelsky regarding Jefferies retention issues. Confer with N. Armstrong regarding fixed rate loan sale matters. Discussions with L. Marinuzzi regarding Jefferies retention issue. Confer with P. Galante on responses to subpoena from Lehman and search terms to be used for electronic documents (.5); review responses from Midland in connection with Rule 2004 subpoenas (.7). Telephone call with K&E regarding discovery responses (.3); review responses to document request and confer with L. Ramos regarding same (.8). Review status update on discovery from P. Galante (.3); review lender responses (.5). Confer with L. Nashelsky regarding plan process. Discussions with L. Marinuzzi regarding strategy with plan process. Confer with P. Galante on documents produced in response to Rule 2004 subpoenas (.2); confer with P. Galante on assignments in connection with subpoena responses, document review, and deposition summaries (.3). Prepare third-party produced documents for L. Ramos review (1.8); confer with P. Galante and L. Ramos regarding database of same (.2). Participation in Committee telephone conference (1.0); review materials for call (.5); confer with L. Marinuzzi and P. Galante regarding depositions (1.5).
Rate
$750 $610 $900
Hours
0.50 0.30 0.50
Fee
$375.00 $183.00 $450.00
9-13-10
Ramos, Leah A.
$590
0.50
$295.00
9-14-10
Galante, Paul A.
$650
0.80
$520.00
9-14-10 9-14-10 9-14-10
Marinuzzi, Lorenzo Marinuzzi, Lorenzo Nashelsky, Larren M.
$750 $750 $900
0.30 0.50 0.50
$225.00 $375.00 $450.00
9-14-10
Ramos, Leah A.
$590
0.50
$295.00
9-15-10
Chan, David
$245
0.20
$49.00
9-15-10
$745
1.50
$1,117.50
F-287459
Page 27 of 36
Date
Timekeeper

Draft deposition outline regarding issues pertaining to Rule 2004 discovery requests (1.3); confer with L. Ramos and D. Chan regarding production database (.2); confer with S. Engelhardt and L. Marinuzzi regarding depositions (.3); confer with L. Ramos regarding Rule 2004 subpoena responses (.5); review and respond to emails regarding discovery material (.3). Confer with L. Nashelsky regarding equity committee motion. Discussions and correspondence with Jefferies in advance of meeting with Debtors professionals to understand value issues, open points, proposed questions for debtors (.9); confer with S. Engelhardt and P. Galante regarding depositions (.3). Discussions with L. Marinuzzi regarding motion to appoint an equity committee. Review documentation for loans from Capmark Bank (1.0); conference with J. Wishnew regarding same (.3). Review objections and responses to Rule 2004 subpoenas and confer with P. Galante on same (.5); confer with D. Chan and P. Galante regarding creation of database for documents produced in response to Rule 2004 subpoenas and review of same (.2). E-mail J. Penn (Midland) concerning discovery production (.1); address guarantee obligations related to Capmark loans (.3); confer with P. Galante regarding same (.3); confer with D. Quarry regarding same (.3). Prepare abstract of co-lender agreement for fixed rate loan (2.2); coordinate with P. Galante to upload Midland production for review (.3). Prepare Lehman produced documents for L. Ramos review (2.7); confer with P. Galante and L. Ramos regarding same (.3).
Rate
Hours
Fee
9-15-10
Galante, Paul A.
$650
1.00
$650.00
9-15-10
Marinuzzi, Lorenzo
$750
0.50
$375.00
9-15-10
Marinuzzi, Lorenzo
$750
0.30
$225.00
9-15-10
$900
0.50
$450.00
9-15-10
Quarry, Diana L.
$430
0.30
$129.00
9-15-10
Ramos, Leah A.
$590
0.70
$413.00
9-15-10
Wishnew, Jordan A.
$625
0.60
$375.00
9-16-10
Armstrong, Naja R.
$430
0.30
$129.00
9-16-10
Chan, David
$245
0.30
$73.50
F-287459
Page 28 of 36
Date
Timekeeper

Confer with L. Ramos regarding memo concerning status of discovery (.3); analysis of documents received from Lehman (2.5); review and edit memo regarding objection to discovery requests and analysis of responses to requests (.8); e-mail correspondence regarding Apollo discovery responses (.3); email correspondence regarding document production (.3); confer with D. Chan and L. Ramos regarding document production issues (.3). Draft memorandum summarizing objections and responses to Rule 2004 subpoenas (1.5); confer with P. Galante on same (.3); confer with P. Galante and D. Chan on anticipated document productions (.3). Prepare Midland documents for attorney review (3.3); confer with P. Galante regarding same (.2). Confer with P. Galante regarding motion for reconsideration. Analysis of chart production (.1); confer with D. Chan regarding same (.2); analysis of documents produced by Lehman (1.8); analysis of responses to discovery requests (.8); telephone call with counsel for Apollo regarding failure to respond to discovery requests (.3); confer with L. Ramos regarding memorandum (.2). Analysis of motion for reconsideration including research regarding standard for motion and tolling time to appeal (1.1); confer with S. Engelhardt regarding same (.4). Attend meeting at K&E to review next steps (2.5); discuss same with L. Nashelsky (.6). Confer with J. Wishnew regarding terms of pooling and servicing agreement. Meeting with L. Marinuzzi regarding follow up to meeting with Debtors and strategy issues.
Rate
Hours
Fee
9-16-10
Galante, Paul A.
$650
0.60
$390.00
9-16-10
Ramos, Leah A.
$590
0.60
$354.00
9-17-10 9-17-10
Chan, David Engelhardt, Stefan W.
$245 $745
0.20 0.40
$49.00 $298.00
9-17-10
Galante, Paul A.
$650
0.40
$260.00
9-17-10
Galante, Paul A.
$650
0.40
$260.00
9-17-10
Marinuzzi, Lorenzo
$750
0.60
$450.00
9-17-10
McGovern, Thomas P.
$610
0.20
$122.00
9-17-10
$900
0.60
$540.00
F-287459
Page 29 of 36
Date
9-17-10 9-20-10 9-20-10
Timekeeper
Wishnew, Jordan A. Nashelsky, Larren M. Richards, Erica J.

Review pooling and servicing agreement terms with T. McGovern. Correspondence with L. Marinuzzi regarding plan process strategy. Revise draft objection to motions to terminate exclusivity (3.3); confer with J. Wishnew regarding same (.3). Review and revise Committee objection to motions to terminate exclusivity (1.4); meet with L. Nashelsky regarding follow-up from meeting with debtors (1.0). Review and revise draft pleading on motion for reconsideration (.5); discuss same with J. Wishnew (.2); correspondence to/from J. Penn (Midland) regarding proposal on motion for reconsideration (.3). Correspondence with J. Wishnew (.3); review pooling and servicing agreement and prepare summary of terms (1.0). Meeting with L. Marinuzzi regarding strategy and follow up from September 17th meeting with Debtors. Continue work on diligence (1.1); review summaries of pooling and servicing agreements, intercreditor agreements (.7); follow up with bankruptcy team (.2). Address pooling and servicing agreement issue with T. McGovern. Review and revise objection to Midlands reconsideration motion and discuss with L. Marinuzzi (1.9); conduct additional research in support of reconsideration objection (2.3); review settlement terms proposed by Midland (.2). Analysis of Debtors discovery responses (.3); confer with L. Ramos regarding same (.2); telephone call with Paul Weiss regarding Apollo discovery (.3); review and edit memo regarding discovery responses (.3); confer with J. Wishnew regarding same (.2).
Rate
$625 $900 $490
Hours
0.20 0.50 0.30
Fee
$125.00 $450.00 $147.00
9-21-10
Marinuzzi, Lorenzo
$750
1.00
$750.00
9-21-10
Marinuzzi, Lorenzo
$750
0.20
$150.00
9-21-10
McGovern, Thomas P.
$610
0.30
$183.00
9-21-10
$900
1.00
$900.00
9-21-10
Temple, Jeffrey J.
$795
0.20
$159.00
9-21-10
Wishnew, Jordan A.
$625
0.30
$187.50
9-21-10
Wishnew, Jordan A.
$625
1.90
$1,187.50
9-22-10
Galante, Paul A.
$650
0.40
$260.00
F-287459
Page 30 of 36
Date
9-22-10
Timekeeper
Marinuzzi, Lorenzo

Confer with L. Nashelsky regarding equity committee motion. Review with Jefferies strategy for equity committee motion and valuations (.7); review draft of response to equity committee motion (.6); discuss with J. Marines (K&E) response to equity committee motion (.5); confer with L. Nashelsky regarding equity committee motion. Confer with J. Wishnew regarding pooling and servicing agreement provisions. Further review and revise objection to equity committee motion (1.4); confer with J. Wishnew regarding arguments pertaining to same (1.5). Discussions with L. Marinuzzi regarding Jefferies retention agreement (.4); review same (.3). Discussion with L. Marinuzzi regarding strategy for equity committee motion and valuations (.4); review equity committee motion (.3); analyze issue with evidence for hearing (.5). Confer with P. Galante regarding Debtors discovery responses. Confer with P. Galante regarding discovery responses (.2); review memo summarizing parties responses to Rule 2004 subpoena (.1). Confer with T. McGovern about scope of special servicers powers as provided for in pooling and servicing agreement. Meeting with G. Lyon regarding 2007 transaction (1.0); confer with J. Wishnew regarding fraudulent transfer causes of action (.2); telephone call with K&E regarding discovery responses (.3); telephone call with Paul Weiss regarding Apollo discovery (.6); analysis of materials received from Lehman (1.8).
Rate
$750
Hours
0.40
Fee
$300.00
9-22-10
Marinuzzi, Lorenzo
$750
0.40
$300.00
9-22-10
McGovern, Thomas P.
$610
0.40
$244.00
9-22-10
Molison, Stacy L.
$430
1.50
$645.00
9-22-10
$900
0.40
$360.00
9-22-10
$900
0.40
$360.00
9-22-10 9-22-10
Ramos, Leah A. Wishnew, Jordan A.
$590 $625
0.20 0.20
$118.00 $125.00
9-22-10
Wishnew, Jordan A.
$625
0.40
$250.00
9-23-10
Galante, Paul A.
$650
0.20
$130.00
F-287459
Page 31 of 36
Date
9-23-10
Timekeeper
Guido, Laura

Prepare for service of first monthly fee application (.3); confer with S. Koshgerian and S. Molison regarding same (.3). Review monthly fee application (.3); confer with S. Molison and L. Guido regarding service of same (.3). Review Midland and CW objections to Jefferies retention application (.7); review objections with L. Szlezinger and A. Rohan (Jefferies) and next steps for response (.8); outline response (.5); conferences with L. Nashelsky regarding same (.5). Confer with L. Nashelsky regarding response to equity committee motion. Confer with S. Koshgerian and L. Guido regarding preparation for service of fee application. Discussions with L. Marinuzzi regarding Jefferies retention issues. Discussions with L. Marinuzzi regarding responding to equity committee motion. Review preliminary analysis of possible grounds for pursuing fraudulent transfer causes of action (1.5); address related discovery issues with P. Galante (.2). Prepare abstract of senior Anaheim loan documents (1.3); respond to questions from L. Marinuzzi regarding fixed rate loan (1.0). Review and analysis of objection papers (1.5); commence deposition preparation (.7); confer with P. Galante regarding same (.3); confer with P. Galante and L. Ramos regarding same (.5); review equity committee motion response (.8); analysis of arguments for motion reply (2.0); review committee motion materials and papers (1.4); confer with L. Marinuzzi and P. Galante regarding same (.4).
Rate
$230
Hours
0.30
Fee
$69.00
9-23-10
$370
0.30
$111.00
9-23-10
Marinuzzi, Lorenzo
$750
0.50
$375.00
9-23-10
Marinuzzi, Lorenzo
$750
0.50
$375.00
9-23-10 9-23-10 9-23-10
Molison, Stacy L. Nashelsky, Larren M. Nashelsky, Larren M.
$430 $900 $900
0.30 0.50 0.50
$129.00 $450.00 $450.00
9-23-10
Wishnew, Jordan A.
$625
0.20
$125.00
9-24-10
Armstrong, Naja R.
$430
1.00
$430.00
9-24-10
$745
1.20
$894.00
F-287459
Page 32 of 36
Date
Timekeeper

Analysis of R. Greenspan declaration, Midland objection to Committee, employment of Jefferies and Midland objection regarding equity committee (.9); confer with L. Marinuzzi and S. Engelhardt regarding same (.4); confer with S. Engelhardt regarding deposition of R. Greenspan (.3); confer with S. Engelhardt and L. Ramos regarding same (.5); review and edit deposition notice (.3). Correspondence to/from T. McGovern regarding assignment of real estate financing to trusts. Review, revise and finalize response to equity committee motion (2.8); confer with S. Engelhardt and P. Galante regarding same (.4); confer with L. Nashelsky regarding valuation in connection with equity committee request (.5). Correspondence with N. Armstrong regarding pooling and servicing agreements (.5); correspondence with L. Marinuzzi (.3); review documents (.2). Discussions with L. Marinuzzi regarding valuation evidence for equity committee request. Draft and file deposition notice for R. Greenspan and review supporting materials for same (1.0); confer with S. Engelhardt and P. Galante regarding same (.5). Confer with E. Richards about preparing counter-points to objections to Jefferies retention. Draft response to objections to Jefferies retention and prepare declaration with respect to same (6.9); confer with J. Wishnew regarding same (.3). Discuss abstract of co-lender agreement with T. McGovern (.1); revise same (1.0).
Rate
Hours
Fee
9-24-10
Galante, Paul A.
$650
1.20
$780.00
9-24-10
Marinuzzi, Lorenzo
$750
0.40
$300.00
9-24-10
Marinuzzi, Lorenzo
$750
0.90
$675.00
9-24-10
McGovern, Thomas P.
$610
0.80
$488.00
9-24-10
$900
0.50
$450.00
9-24-10
Ramos, Leah A.
$590
0.50
$295.00
9-24-10
Wishnew, Jordan A.
$625
0.30
$187.50
9-25-10
Richards, Erica J.
$490
0.30
$147.00
9-27-10
Armstrong, Naja R.
$430
0.10
$43.00
F-287459
Page 33 of 36
Date
Timekeeper

Prepare for and meet and confer with K&E regarding discovery issues including analysis of debtors discovery responses (1.1); revise agenda (.6); confer with L. Ramos and J. Wishnew in preparation for call (.3); analysis of revised claim schedule regarding Greenspan deposition (.3); confer with L. Ramos regarding deposition of Greenspan and analysis of workpapers (.5). Review equity committee pleadings in anticipation of September 30 hearing (1.5); confer with L. Nashelsky regarding valuation issues in connection with depostions (.5). Prepare abstracts (1.8); revise pooling and servicing agreement (.4); confer with N. Armstrong regarding same (.1). Discussions with L. Marinuzzi regarding deposition of Debtors advisors regarding valuation. Draft outline for Greenspan deposition and prepare for same (4.9); confer with P. Galante regarding same (.5); meet and confer with Debtors regarding discovery requests and prepare list of talking points for same (1.7); confer with P. Galante and J. Wishnew regarding same (.3). Participate in meet and confer with Debtors counsel (.3); confer with P. Galante and L. Ramos regarding same (.3). Confer with P. Galante regarding deposition issues (.2); preparation for deposition (4.5); meeting with Jefferies regarding deposition issues (.5); deposition of C. Douchat (1.2); review filed motion papers and supporting exhibits (2.6); confer with L. Marinuzzi regarding Midland witness deposition (.4).
Rate
Hours
Fee
9-27-10
Galante, Paul A.
$650
0.80
$520.00
9-27-10
Marinuzzi, Lorenzo
$750
0.50
$375.00
9-27-10
McGovern, Thomas P.
$610
0.10
$61.00
9-27-10
$900
0.50
$450.00
9-27-10
Ramos, Leah A.
$590
0.80
$472.00
9-27-10
Wishnew, Jordan A.
$625
0.30
$187.50
9-28-10
$745
0.60
$447.00
F-287459
Page 34 of 36
Date
Timekeeper

Analysis of Douchat deposition transcript (.3); confer with L. Ramos regarding same (.2); review and edit draft outline regarding deposition of C. Douchat (.3); confer with S. Engelhardt regarding same (.2); analysis of FTIs retention application in Lehman case regarding C. Douchat deposition (.5). Review and edit draft outline regarding deposition of C. Douchat (.3); confer with S. Engelhardt regarding same (.2). Review and revise several versions of Jefferies retention response papers (2.8); telephone calls with Jefferies and outside counsel regarding terms of retention and Midland objections on indemnity (1.3); review report on deposition of Midland witness and discuss preparation with S. Engelhardt (.8). Review ad hoc equity response on motion to appoint an official equity committee (.6); confer with L. Nashelsky regarding same (.3). Discussions with L. Marinuzzi regarding hearing on equity committee request (.3); review Debtors objection to same (.5). Attend and prepare for deposition of R. Greenspan (4.2); confer with P. Galante regarding deposition (.2). Analysis of A. Maxwell deposition testimony (.8); confer with L. Ramos regarding Rule 2004 discovery (.4). Confer with L. Nashelsky regarding Jefferies retention. Discussions with P. Basta regarding Jefferies retention (.2); discussions with L. Marinuzzi regarding same (.3); review correspondence with Midland regarding objection to same (.3). Create chart summarizing objections and responses to Rule 2004 discovery requests (1.6); confer with P. Galante on same (.4).
Rate
Hours
Fee
9-28-10
Galante, Paul A.
$650
0.40
$260.00
9-28-10
Galante, Paul A.
$650
0.20
$130.00
9-28-10
Marinuzzi, Lorenzo
750
0.80
$600.00
9-28-10
Marinuzzi, Lorenzo
$750
0.30
$225.00
9-28-10
$900
0.30
$270.00
9-28-10
Ramos, Leah A.
$590
0.20
$118.00
9-29-10 9-29-10
Galante, Paul A. Marinuzzi, Lorenzo
$650 $750
0.40 0.30
$260.00 $225.00
9-29-10
$900
0.30
$270.00
9-29-10
Ramos, Leah A.
$590
0.40
$236.00
F-287459
Page 35 of 36
Date
Timekeeper

Prepare for and participate in omnibus hearing on examiner motion, equity committee motion, Jefferies retention motion (8.0); confer with L. Nashelsky regarding same (.5). Confer with J. Wishnew regarding revised Jefferies order. Discussions with L. Marinuzzi regarding hearings (.5); review correspondence with Midland and Debtors regarding same (.3). Revise Jefferies form of order per court settlement and discuss with L. Marinuzzi.
Rate
Hours
Fee
9-30-10
Marinuzzi, Lorenzo
$750
0.50
$375.00
9-30-10 9-30-10
Marinuzzi, Lorenzo Nashelsky, Larren M.
$750 $900
0.30 0.50
$225.00 $450.00
9-30-10
Wishnew, Jordan A.
$625
0.30
$187.50
Total
$43,625.00
F-287459
Page 36 of 36
EXHIBIT 3
MIDLAND LOAN SERVICES, INC.S LIMITED OBJECTION TO 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 Midland Loan Services, Inc. (Midland),1 hereby files its Limited Objection (the Objection) to 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 30, 2010 (the Committee Fee Request) and respectfully represents: BACKGROUND
F-288092
Page 1 of 20
1.
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the Fee Procedures Order). Pursuant to the Fee Procedures Order, Notice Parties must file objections to the Committee Fee Request or before October 20, 2010, which is at least twenty (20) days after service of the monthly fee request.2 2. On November 29, 2010, the Official Committee of Unsecured Creditors (the
Committee) filed the Committee Fee Request seeking approval of $189,604.32 in fees and $7,336.82 in expenses, and corresponding payment of 80% of the fees and 100% of the expenses. 3. Based on the information provided by the Debtors in the Schedules of Assets and
Liabilities filed in these cases as well as supplemental information provided to financial advisors, the current estimate of the amount of allowable general unsecured trade debt owed by the Debtors appears to be relatively insignificant. The amount will likely to be further reduced as a result of allowed claims for reclamation or administrative expense claims under 11 U.S.C. 503(b)(9), which will reduce the amount even further. This estimate also does not include potential deficiency claims from secured creditor Representatives (as described in the Final Cash Collateral Order entered in these cases) that are represented by their own counsel. OBJECTIONS 4. The fees and expenses being incurred by the Committee should be carefully
reviewed since they continue to mount into the range where they could culminate in an amount equal to a substantial portion of the trade claims that might be allowed in these cases. The trade claims is the appropriate metric for the Committee since the interest of any unsecured deficiency
F-288092
Page 2 of 20
claimholders are already represented by counsel and there have been no material rejection damage claims in these cases. Even if rejection damage claims emerged, each of the franchisors of the Debtors hotel properties is represented by counsel as well. 5. It appears that the Debtors were operating their businesses and managing their
payables in the ordinary course of their businesses before these cases were filed. At any given time, approximately one month of payables would have been in the Debtors system awaiting processing and payment. This limited number of claims embodies the Committees actual constituents. Notwithstanding a fairly limited mandate, the Committee has incurred and
continues to incur substantial obligations for professional fees. 6. The fees and expensed charged by the Committees professionals indicate the
following through October 2010: Fees & Expenses Morrison & Foerster Jefferies & Co. TOTAL Through Sept. 2010 $1,019,394.75 $260,373.51 $1,279,768.26 Oct. 20103 $196,941.14 $125,000 $321,941.14 TOTAL $1,216,335.89 $385,373.51 $1,601,709.40
If the fees and expenses continued at $400,000 per month through November and December (which reflects the historical burn rate to date), by December 31, the Committees professionals would have charged over $2.4 million before a plan of reorganization had been filed, negotiated or litigated. Undeniably, the first forty-five days of these cases were very active. However, it is very likely that the Committees professionals will have charged fees and expenses equal to almost five times the amount set aside for all unsecured claims in the Plan Support Agreement that the Committee elected not to oppose. Once the amount of the trade claims is established, it might reveal the anomaly that the Committees professional fees and
3
The amount reflected for Jefferies represents the monthly fee to Jefferies for October 2010 and is subject to change when its actual fee request is filed.
F-288092
Page 3 of 20
expenses equaled or exceeded the amount of the claims of the constituents it represents as well as a multiple of the distributions to its constituents. 7. The Application reflects significant charges for matters related to billing and
compensation. The attached table identifies $19,139.50 in charges related to compensation issues, including activities that may generally be described as billing for billing. Payment beyond the initial 80% payment (20% holdback) for these charges should be denied. 8. In addition to the other items discussed herein, the Application includes a
substantial amount of interoffice discussions and conversations. (Specifically, the other items include a substantial amount of discussions and conversations they are not identified as such in the amount noted below.) The total of such is reflected on the attached table listing each such entry indicates a total of $21,375.00. Payment beyond the initial 80% payment (20% holdback) for these charges should be denied. 9. Significantly, the Application shows that as of October 31, the Committee was
well above the maximum amount of the Lenders Cash Collateral that could be charged in relation to a Challenge. Over $271,384.25 had been charged well in excess of the the $150,000 limit. Undoubtedly, charges for these items continued in November and will continue in December 2010. 10. Specifically, a Challenge under the Cash Collateral Order would include both
the review of the perfection of the Lenders liens as well as the Committees review of the 2007 Transaction. a. 12 of the Cash Collateral Order states, in pertinent part,
Notwithstanding the foregoing, the Cash Collateral and the Carve Out may be used by the Committee to investigate the Loan Obligations and the Prepetition Collateral and/or a
F-288092
Page 4 of 20
potential Challenge (as defined below); provided that no more than $150,000 in the aggregate may be spent from Cash Collateral on such investigations. b. 13 includes the following, is without prejudice to the rights of the
Committee to investigate and challenge any such liens or security interests of the Adequate Protection Parties, or to assert any other claims or causes of action, at law or in equity against any of the Adequate Protection Parties (a Challenge) . . . . 11. The Application (along with the resolution regarding the invoices for August
2010) with the similar application for October reflects the following charges against the $150,000 limit for such reviews: Fees Lease/ RE Analysis 2007 Transx. Invest. Prepetition Loan Review TOTAL August 2010* 16,581.25 $2,216.50 $437.50 $19,235.25 September 2010** 33,762.00 47,977.50 35,632.00 $117,371.50 October 2010** $13,689.00 $74,484.50 $46,604.00 $134,777.50 TOTAL $64,032.25 $124,678.50 $82,673.50 $271,384.25
*The August amounts reflect the interim resolution as noted in the Notice of Resolution, Docket No. 631. **The September and October invoices includes Client Accommodation deduction that is not identified with any specific entry, task or matter. 12. It is clear that the Committee has now exceeded the amount of Cash Collateral
that may be used for this purpose and payments beyond that amount are not authorized uses of Cash Collateral regardless of whether the fees might have otherwise been allowable. Midland objects to allowance and payment of fees and expenses in excess of the limitation established and agreed upon for such Challenge. Since objections to both invoices for the September and October fees and expenses are due simultaneously, Midland objects to payments under either invoices in excess of such limitation.
F-288092
Page 5 of 20
13.
Finally, as raised previously in this case, Midland objects to the use of its cash
F-288092
Page 6 of 20
Dated:
December 20, 2010 New York, New York
F-288092
Page 7 of 20
Date
Timekeeper
Description Compensation Issues

Review August time records regarding Troy Central / Marriott dispute. Review fee question from Midland related to monthly application. Review September time records for compliance with compensation guidelines (3.0); additional review of August time records regarding Troy Central / Marriott dispute and recalculate/redistribute same (.3). Confer with S. Molison regarding fee application procedures. Review correspondence to J. Penn (Midland) regarding Marriott related fees (.4); correspondence to/from J. Penn (Midland) regarding MoFo fee statement (.2); correspondence to/from M. Carmel (K&E) regarding Midland expense detail (.4). Attention to objection deadlines for monthly fee application (.2); confer with S. Koshgerian regarding same (.2). Review September time records for compliance with compensation guidelines. Assist with review of September fees. Review September time records for compliance with compensation guidelines. Prepare, file and coordinate service of supplemental MoFo retention affidavit (.5); additional review of September time records for compliance with compensation guidelines (2.8). Review time records for compliance with compensation guidelines. Review time records for compliance with compensation guidelines. Review time records for compliance with compensation guidelines. Attention to monthly fee application.
Rate
Hours
Fee
10-6-10 10-6-10
Guido, Laura Wishnew, Jordan A.
$230.00 $625.00
1.40 0.20
$322.00 $125.00
10-7-10
Guido, Laura
$230.00
3.30
$759.00
10-7-10
$370.00
0.20
$74.00
10-7-10
Marinuzzi, Lorenzo
$750.00
1.00
$750.00
10-7-10 10-8-10 10-8-10 10-11-10
Molison, Stacy L. Guido, Laura Wishnew, Jordan A. Guido, Laura
$430.00 $230.00 $625.00 $230.00
0.40 1.00 0.10 4.10
$172.00 $230.00 $62.50 $943.00
10-12-10
Guido, Laura
$230.00
2.80
$644.00
10-12-10 10-13-10 10-14-10 10-14-10
Koshgerian, Stephen P. Koshgerian, Stephen P. Koshgerian, Stephen P. Molison, Stacy L.
$370.00 $370.00 $370.00 $430.00
0.40 2.40 4.30 0.20
$148.00 $888.00 $1,591.00 $86.00
F-288092
Page 8 of 20
Date
10-15-10 10-15-10
Timekeeper
Koshgerian, Stephen P. Molison, Stacy L.

Confer with S. Molison regarding fee statement. Review September invoice for privilege and compliance with guidelines (3.2); confer with S. Koshgerian regarding fee statement (.2). Confer with S. Molison regarding fee application (.2); revise and compile fee application (1.4). Assist S. Koshgerian with preparation of monthly fee application for September 2010 fees (.2); review same (.7). Correspondence with team regarding bill edits (.2); correspondence to/from P. Galante regarding bill narrative issues (.1); draft notice and application to accompany filed September bill (.4); revise and compile fee application (2.6). Correspondence to/from J. Penn (Midland) and S. Koshgerian regarding Midland questions, time entries. Final review of September invoice for privilege and compliance with guidelines. Assist S. Molison with monthly fee application and review draft September statement. Review and compile fee statement. Correspondence to/from J. Penn (Midland) regarding MoFo fee detail (.3); review Midland objection to MoFo fees (.5); review cash collateral order regarding objection (.5). Assist S. Koshgerian with finalizing September invoice. Review September fee statement. Review Midland's limited objection to July/August fee statement.
Rate
$370.00 $430.00
Hours
0.20 3.40
Fee
$74.00 $1,462.00
10-18-10
$370.00
1.60
$592.00
10-18-10
Molison, Stacy L.
$430.00
0.90
$387.00
10-19-10
$370.00
3.30
$1,221.00
10-19-10 10-19-10 10-19-10 10-20-10
Marinuzzi, Lorenzo Molison, Stacy L. Wishnew, Jordan A. Koshgerian, Stephen P.
$750.00 $430.00 $625.00 $370.00
0.30 1.20 0.20 1.10
$225.00 $516.00 $125.00 $407.00
10-20-10
Marinuzzi, Lorenzo
$750.00
0.80
$600.00
10-20-10 10-20-10 10-20-10
Molison, Stacy L. Wishnew, Jordan A. Wishnew, Jordan A.
$430.00 $625.00 $625.00
0.40 0.90 0.20
$172.00 $562.50 $125.00
F-288092
Page 9 of 20
Date
10-21-10 10-21-10 10-21-10 10-21-10 10-21-10 10-22-10 10-25-10
Timekeeper
Koshgerian, Stephen P. Marinuzzi, Lorenzo Molison, Stacy L. Molison, Stacy L. Nashelsky, Larren M. Koshgerian, Stephen P. Koshgerian, Stephen P.

Confer with S. Molison regarding fee application (.1); review and compile same (1.2). Confer with L. Nashelsky regarding objection to fee application. Confer with S. Koshgerian regarding fee application. Review interim compensation order with respect to objection procedures. Review Midland objection to MoFo's fees (.2); discussions with L. Marinuzzi regarding same (.4). Review and compile fee statement. Correspondence to/from L. Guido regarding monthly fee application (.2); confer with S. Molison regarding same (.1). Correspondence to/from J. Penn (Midland) regarding settlement of objection on first monthly fee statement (.3); discuss with S. Molison the preparation of notice resolving objection (.4). Confer with S. Koshgerian regarding monthly fee application. Confer with L. Marinuzzi regarding preparation of notice of resolution of Midland's objection to the Committee's first monthly fee application. Address notice memorializing resolution of Midland objection to August fee statement. Attention to fee application. Research, draft, review and revise notice of resolution with respect to Midland's objection to MoFo's first monthly fee application. Review potential expense issues with K&E monthly fee statement (.1); address form of notice memorializing resolution of Midland objection (.2).
Rate
$370.00 $750.00 $430.00 $430.00 $900.00 $370.00 $370.00
Hours
1.30 0.40 0.10 0.30 0.60 0.90 0.30
Fee
$481.00 $300.00 $43.00 $129.00 $540.00 $333.00 $111.00
10-25-10
Marinuzzi, Lorenzo
$750.00
0.70
$525.00
10-25-10 10-25-10
Molison, Stacy L. Molison, Stacy L.
$430.00 $430.00
0.10 0.40
$43.00 $172.00
10-25-10 10-26-10 10-26-10
Wishnew, Jordan A. Koshgerian, Stephen P. Molison, Stacy L.
$625.00 $370.00 $430.00
0.20 0.10 3.20
$125.00 $37.00 $1,376.00
10-26-10
Wishnew, Jordan A.
$625.00
0.20
$125.00
F-288092
Page 10 of 20
Date
10-27-10
Timekeeper
Molison, Stacy L.

Further revise notice of resolution with respect to Midland's objection to MoFo's first monthly fee application. Review August time records in connection with resolution of Midland's objection to fee application. File and serve notice of resolution of objection to MoFo's fee application for S. Molison. Correspondence to/from J. Penn (Midland) regarding resolution of Midland objection (.4); review and revise draft settlement notices (.4). Further revise and finalize notice of resolution regarding Midland's objection to MoFo's monthly fee application. Review modified notice of resolution with Midland.
Rate
$430.00
Hours
0.50
Fee
$215.00
10-28-10
Guido, Laura
$230.00
0.30
$69.00
10-29-10
Keeton, Douglas
$195.00
0.50
$97.50
10-29-10
Marinuzzi, Lorenzo
$750.00
0.80
$600.00
10-29-10 10-29-10
Molison, Stacy L. Wishnew, Jordan A.
$430.00 $625.00
1.00 0.20
$430.00 $125.00
Total
48.40
$19,139.50
F-288092
Page 11 of 20
Date
Timekeeper

Prepare Wells Fargo and K&E documents for L. Ramos (1.7); confer with P. Galante and L. Ramos regarding same (.3). Telephone calls and e-mail correspondence regarding discovery issues (1.0); research regarding motion to compel (.5); confer with L. Ramos regarding same (.2); confer with L. Ramos and D. Chan regarding document productions (.3); review response to subpoena from Apollo and confer with counsel regarding same (.3). Confer with P. Galante and D. Chan on document productions (.3); create list of search terms for Debtor production (.5); update chart on discovery responses and subpoena responses (.3); draft motion to compel in connection with Apollo's failure to respond (1.3); confer with P. Galante regarding same (.2). Telephone calls with Debtors' counsel regarding document production (.3); analysis of materials received from various parties regarding Rule 2004 discovery requests (1.2); confer with L. Marinuzzi and L. Ramos regarding dates for production (.3); conference call with counsel for Apollo regarding discovery (.3). Confer with P. Galante and L. Ramos regarding date restrictions for production (.3); review status of discovery and scheduling in 2007 transaction investigation (.7). Obtain and review conflicts information for additional parties identified by Debtors (1.5); draft supplemental declaration for B. Miller with respect to disclosures regarding same (2.5); confer with J. Wishnew regarding same (.2); prepare exhibits to accompany same (1.4). Call and e-mails with Debtors' counsel regarding responses to discovery requests (.6); revise list of search terms for Debtors' document production (1.1); confer with L. Marinuzzi and P. Galante regarding date restrictions for document productions (.3).
Rate
Hours
Fee
10-1-10
Chan, David
$245
0.30
$73.50
10-1-10
Galante, Paul A.
$650
0.50
$325.00
10-1-10
Ramos, Leah A.
$590
0.50
$295.00
10-4-10
Galante, Paul A.
$650
0.30
$195.00
10-4-10
Marinuzzi, Lorenzo
$750
0.30
$225.00
10-4-10
Molison, Stacy L.
$430
0.20
$86.00
10-4-10
Ramos, Leah A.
$590
0.30
$177.00
F-288092
Page 12 of 20
Date
10-4-10 10-5-10
Timekeeper
Wishnew, Jordan A. Marinuzzi, Lorenzo

Address supplemental conflicts affidavit with S. Molison. Review with J. Wishnew matters for discussion on upcoming Committee calls. Review and revise supplemental declaration for B. Miller regarding MoFo's additional conflicts search and continued disinterestedness (1.8); confer with E. Richards regarding same (.2); additional research regarding nature of relationship with certain parties (2.6). Confer with J. Wishnew regarding potential avoidance actions. Confer with S. Molison regarding supplemental affidavit in support of retention application. Review potential avoidance actions identified in SOFAs with S. Molison. Confer with L. Marinuzzi regarding upcoming committee calls. Revise loan abstracts for Merrill Lynch and Capmark RIGG and RIMV loans to include perfection memos (5.4); discussion with J. Wishnew regarding same (.2); confer with D. Quarry regarding same (.2). Review proposed order denying examiner motion and confer with L. Marinuzzi regarding same. Conference with N. Armstrong regarding perfection issues. Address perfection analysis query with N. Armstrong. Analysis of material received in response to subpoenas (.5); confer with L. Ramos regarding review of documents (.8). Call with Paul Weiss regarding document production in response to Rule 2004 subpoena (.5); e-mails to Paul Weiss regarding specifications for document production and custodian lists (.3); confer with P. Galante on proposed list of search terms for same (.8).
Rate
$625 $750
Hours
0.20 0.60
Fee
$125.00 $450.00
10-5-10
Molison, Stacy L.
$430
0.20
$86.00
10-5-10 10-5-10 10-5-10 10-5-10
Molison, Stacy L. Richards, Erica J. Wishnew, Jordan A. Wishnew, Jordan A.
$430 $490 $625 $625
0.20 0.20 0.20 0.60
$86.00 $98.00 $125.00 $375.00
10-6-10
Armstrong, Naja R.
$430
0.40
$172.00
10-6-10 10-6-10 10-6-10 10-8-10
Galante, Paul A. Quarry, Diana L. Wishnew, Jordan A. Galante, Paul A.
$650 $430 $625 $650
0.30 0.20 0.20 0.80
$195.00 $86.00 $125.00 $520.00
10-8-10
Ramos, Leah A.
$590
0.80
$472.00
F-288092
Page 13 of 20
Date
10-11-10
Timekeeper
Edelstein, Mark S.

Confer with P. Galante regarding loan memorandum. E-mail correspondence with counsel for parties of interest regarding Rule 2004 subpoenas (.3); review proposed search terms for production and confer with L. Ramos regarding same (.3); confer with M. Edelstein regarding loan memorandum on (.2). Research and confer with conflicts department regarding disclosures pertaining to possible representations of other law firms (.7); review, revise and finalize supplemental declaration for B. Miller with respect to same (.3). Create list of search terms for Debtors' production and confer with P. Galante on same. Discuss perfection analysis with J. Wishnew and D. Quarry. Review recorded documentation pertaining to 45 properties securing Fixed Rate Mortgage Loan to analyze perfection (.7); confer with J. Wishnew and N. Armstrong regarding same (.3). Confer with team on document productions in response to Rule 2004 subpoenas (.3); call with Jefferies regarding same (.2). Review status of perfection analysis with D. Quarry and N. Armstrong. Prepare comprehensive list of outstanding due diligence items (1.0); discuss same with J. Wishnew (.2). Confer with N. Armstrong regarding diligence. Research case law pertaining to fraudulent conveyance remedies against LBO sponsors (4.9); confer with J. Wishnew regarding same (.1). Review and verify recording information for mortgages and assignments of mortgages for properties in Fixed Rate Mortgage Loan Portfolio (1.5); confer with J. Wishnew regarding additional documentation (.2).
Rate
$850
Hours
0.20
Fee
$170.00
10-11-10
Galante, Paul A.
$650
0.50
$325.00
10-11-10
Molison, Stacy L.
$430
0.70
$301.00
10-11-10 10-13-10
Ramos, Leah A. Armstrong, Naja R.
$590 $430
0.90 0.30
$531.00 $129.00
10-13-10
Quarry, Diana L.
$430
0.30
$129.00
10-13-10 10-13-10 10-14-10 10-14-10 10-19-10
Ramos, Leah A. Wishnew, Jordan A. Armstrong, Naja R. Wishnew, Jordan A. Molison, Stacy L.
$590 $625 $430 $625 $430
0.30 0.30 0.20 0.20 0.10
$177.00 $187.50 $86.00 $125.00 $43.00
10-19-10
Quarry, Diana L.
$430
0.20
$86.00
F-288092
Page 14 of 20
Date
10-19-10 10-19-10 10-19-10 10-20-10
Timekeeper
Ramos, Leah A. Wishnew, Jordan A. Wishnew, Jordan A. Galante, Paul A.

Confer with P. Galante regarding litigation presentation. Follow up with D. Quarry concerning documents needed for perfection analysis related to Midland properties. Address section 550/551 research issue with S. Molison. Telephone call with counsel regarding supplemental documents request (.3); confer with L. Ramos regarding Rule 2004 subpoena (.1). Confer with P. Galante on failure of Apollo to produce documents in response to Rule 2004 subpoena. Discuss perfection issues with T. McGovern. Revise summary of Hilton Ontario loan (1.7); review recorded documents for Hilton Anaheim senior loan and begin to revise such (1.2); confer with D. Quarry regarding same (.2). Prepare Lehman documents for attorney review (1.1); create copies of all parties' productions for L. Ramos (1.7); confer with L. Ramos regarding same (.2). Attention to matters regarding strategy and status of Rule 2004 investigation (1.0); meeting with L. Marinuzzi and P. Galante regarding investigation (1.0). Review and edit memo regarding responses to subpoena (.3); meeting with L. Marinuzzi and S. Engelhardt to discuss Apollo issue (1.0); analyze materials produced pursuant to subpoena regarding review by Jefferies (1.0); analyze fairness opinion to be sent to Jefferies (.3). Meet with S. Engelhardt and P. Galante to review status of production and investigation of 2007 transaction. Review abstracts of loan documents (1.2); confer with N. Armstrong regarding same (.3).
Rate
$590 $625 $625 $650
Hours
0.30 0.20 0.10 0.10
Fee
$177.00 $125.00 $62.50 $65.00
10-20-10 10-21-10
Ramos, Leah A. Armstrong, Naja R.
$590 $430
0.10 0.30
$59.00 $129.00
10-21-10
Armstrong, Naja R.
$430
0.20
$86.00
10-21-10
Chan, David
$245
0.20
$49.00
10-21-10
$745
1.00
$745.00
10-21-10
Galante, Paul A.
$650
1.00
$650.00
10-21-10
Marinuzzi, Lorenzo
$750
1.00
$750.00
10-21-10
McGovern, Thomas P.
$610
0.30
$183.00
F-288092
Page 15 of 20
Date
10-21-10
Timekeeper
Molison, Stacy L.

Continued research and analysis of fraudulent conveyance law (3.0); confer with J. Wishnew regarding same (.2). Confer with N. Armstrong regarding document productions and perfection analysis (.2); review recorded mortgages and assignments of mortgages for properties in Fixed Rate Mortgage Loan portfolio and verify recording information as necessary (.9). Confer with team on documents received in response to Rule 2004 subpoenas and documents needed from Apollo (.6); calls with counsel for Apollo regarding failure to produce documents in response to Rule 2004 subpoena (.1); confer with D. Chan on status of document production upload (.2); review documents received from Debtors for those related to fairness opinions and emails with J. D'Amico regarding same (.6); prepare chart reflecting status of investigation into 2007 transaction (.6). Review Chapter 5 research with S. Molison (.2); review status of Apollo discovery and motion to compel (.5). Discuss perfection analysis with T. McGovern and D. Quarry. Analyze materials received from Lehman and Midland pursuant to subpoenas (1.5); confer with L. Ramos regarding motion to compel, analyze history of meetings with Apollo's counsel, and research regarding same (1.5); telephone call with M. Elmore regarding supplemental document request (.3). Attention to application to pay board counsel (.4); review same with J. Wishnew (.2). Review abstract (.5); meeting with N. Armstrong and D. Quarry regarding perfection analysis (.3).
Rate
$430
Hours
0.20
Fee
$86.00
10-21-10
Quarry, Diana L.
$430
0.20
$86.00
10-21-10
Ramos, Leah A.
$590
0.80
$472.00
10-21-10 10-22-10
Wishnew, Jordan A. Armstrong, Naja R.
$625 $430
0.20 0.30
$125.00 $129.00
10-22-10
Galante, Paul A.
$650
1.50
$975.00
10-22-10
Marinuzzi, Lorenzo
$750
0.20
$150.00
10-22-10
McGovern, Thomas P.
$610
0.30
$183.00
F-288092
Page 16 of 20
Date
Timekeeper

Review recorded mortgages and assignments of mortgages for properties in Fixed Rate Mortgage Loan portfolio and verify recording information as necessary (2.0); review documents in document production including final title policies for properties in Fixed Rate Mortgage Loan portfolio (1.7); conference with N. Armstrong and T. McGovern regarding perfection analysis (.3). Draft motion to compel production of documents from Apollo in connection with investigation of 2007 transaction (6.0); confer with P. Galante regarding motion to compel and issues with Apollo (1.5). Review application to compensate Fried Frank and correspond with M. Carmel (K&E) about related issue (.4); confer with L. Marinuzzi regarding same (.2). Telephone call with L. Ramos regarding motion to compel. Finalize and send draft of motion to compel Apollo to produce documents in response to Rule 2004 discovery subpoena (.5); confer with P. Galante regarding motion to compel (.3). Revise Capmark Anaheim lease abstract and prepare perfection memo for same (1.9); discuss obtaining recorded documents with R. Riley (.2); prepare e-mail with revised loan abstracts for J. Wishnew (.2); prepare summary of perfection issues in all loans (1.5). Review and edit motion to compel (.7); confer with L. Ramos regarding motion to compel (.3); e-mail correspondence with counsel for Apollo regarding subpoena (.3). Review abstracts (1.0); correspondence with N. Armstrong and D. Quevedo (.3). Confer with team on status of Apollo's document production in response to Rule 2004 subpoena and investigation into 2007 transaction (.2); review documents produced in response to 2004 discovery requests (3.0); confer with P. Galante regarding motion to compel (.3).
Rate
Hours
Fee
10-22-10
Quarry, Diana L.
$430
0.30
$129.00
10-22-10
Ramos, Leah A.
$590
1.50
$885.00
10-22-10 10-23-10
Wishnew, Jordan A. Galante, Paul A.
$625 $650
0.20 0.30
$125.00 $195.00
10-23-10
Ramos, Leah A.
$590
0.30
$177.00
10-25-10
Armstrong, Naja R.
$430
0.20
$86.00
10-25-10
Galante, Paul A.
$650
0.30
$195.00
10-25-10
McGovern, Thomas P.
$610
0.30
$183.00
10-25-10
Ramos, Leah A.
$590
0.50
$295.00
F-288092
Page 17 of 20
Date
10-25-10
Timekeeper
Riley, Robin P.

Research pricing to obtain copies of recorded mortgages and filed UCC liens (.3); confer with N. Armstrong regarding same (.2). Update perfection analysis in Capmark Ontario loan summary (1.0); prepare discussion of further research required for perfection analysis (1.5); discuss perfection research with S. Molison and J. Wishnew (.4); confer with D. Quarry regarding jurisdictional issues related to same (.2). Confer with J. Wishnew regarding pooling and servicing agreement terms. Analysis of materials received from Lehman in response to subpoena (8.0); confer with L. Ramos regarding same (1.0); conference call with Apollo's counsel regarding subpoena response (.5). Correspondence to/from L. Ramos regarding delivery of production materials to counsel for Ad Hoc Equity Committee. Review analysis of perfection issues within certain loan documents (.8); confer with J. Wishnew and N. Armstrong regarding same (.4); research proper execution of allonges under California law (2.4). Additional research regarding fraudulent conveyances under New York law (2.0); confer with J. Wishnew regarding same (.4). Conference with N. Armstrong regarding perfection analysis in various jurisdictions. Review documents produced in response to Rule 2004 subpoenas and discovery requests (5.5); call with counsel for Apollo regarding document production and search terms (.5); conferences with P. Galante regarding responses to subpoenas (1.0). Review lien filing issues with S. Molison and N. Armstrong. Confer with S. Molison regarding fraudulent conveyance research.
Rate
$225
Hours
0.20
Fee
$45.00
10-26-10
Armstrong, Naja R.
$430
0.60
$258.00
10-26-10
Armstrong, Naja R.
$430
0.20
$86.00
10-26-10
Galante, Paul A.
$650
1.00
$650.00
10-26-10
Marinuzzi, Lorenzo
$750
0.60
$450.00
10-26-10
Molison, Stacy L.
$430
0.40
$172.00
10-26-10
Molison, Stacy L.
$430
0.40
$172.00
10-26-10
Quarry, Diana L.
$430
0.20
$86.00
10-26-10
Ramos, Leah A.
$590
1.00
$590.00
10-26-10 10-26-10
Wishnew, Jordan A. Wishnew, Jordan A.
$625 $625
0.40 0.40
$250.00 $250.00
F-288092
Page 18 of 20
Date
10-26-10
Timekeeper
Wishnew, Jordan A.

Review terms of pooling and servicing agreements with N. Armstrong. Confer with L. Ramos and L. Marinuzzi regarding Apollo production issues (.7); analyze information received from Lehman pursuant to subpoena (8.8); confer with L. Ramos regarding same (.5) Meet with P. Galante and L. Ramos to review electronic discovery requests and production delays by Apollo. Confer with J. Wishnew regarding fraudulent conveyance research. Confer with P. Galante regarding information received from Lehman (.5); review documents produced by Debtors in response to Rule 2004 subpoena (3.7); confer with L. Marinuzzi and P. Galante regarding issues with Apollo discovery (.7). Confer with S. Molison regarding fraudulent conveyance research. Review Lehman production for Floating Rate and other outstanding recorded documents (4.6); discuss perfection analysis with J. Wishnew and S. Molison (.4). Confer with J. Wishnew and N. Armstrong regarding perfection analysis (.4); research case law and statutory authority regarding real estate and UCC recording requirements under California and other state law (7.7). Discuss perfection issues with S. Molison (.7); follow up on search requests with R. Riley (.1). Conference with S. Molison regarding perfection issues. Confer with J. Temple regarding special servicer issue.
Rate
$625
Hours
0.20
Fee
$125.00
10-27-10
Galante, Paul A.
$650
1.20
$780.00
10-27-10 10-27-10
Marinuzzi, Lorenzo Molison, Stacy L.
$750 $430
0.70 0.40
$525.00 $172.00
10-27-10
Ramos, Leah A.
$590
1.20
$708.00
10-27-10
Wishnew, Jordan A.
$625
0.40
$250.00
10-28-10
Armstrong, Naja R.
$430
0.40
$172.00
10-28-10
Molison, Stacy L.
$430
0.40
$172.00
10-29-10 10-29-10 10-29-10
Armstrong, Naja R. Dopsch, Peter C. Marinuzzi, Lorenzo
$430 $730 $750
0.80 0.30 0.20
$344.00 $219.00 $150.00
F-288092
Page 19 of 20
Date
Timekeeper

Further research regarding case law and statutory authority pertaining to real estate and UCC recording requirements under California law (2.2); confer with N. Armstrong regarding perfection issues (.7); confer with P. Dopsch regarding same (.3). Review documents and begin list of entities involved in searching for UCC liens and recorded mortgages (1.4); confer with N. Armstrong regarding same (.1). Review pooling and servicing agreement regarding issues concerning replacement of special servicer (1.0); call with L. Marinuzzi regarding same (.2).
Rate
Hours
Fee
10-29-10
Molison, Stacy L.
$430
1.00
$430.00
10-29-10
Riley, Robin P.
$225
0.10
$22.50
10-29-10
Temple, Jeffrey J.
$795
0.20
$159.00
Total
36.80
$21,375.00
F-288092
Page 20 of 20
EXHIBIT 4
HAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, NY 10020 Telephone: (212) 659-7300 Facsimile: (212) 918-8989 Lenard M. Parkins (NY Bar #4579124) John D. Penn (NY Bar # 4847208) Mark Elmore (admitted pro hac vice) Attorneys for Midland Loan Services, a Division of PNC Bank, N.A. 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
MIDLAND LOAN SERVICES OBJECTION AND RESERVATION OF RIGHTS WITH RESPECT TO 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 NOVEMBER 1, 2010 THROUGH NOVEMBER 30, 2010 Midland Loan Services, a division of PNC Bank, N.A. (Midland),1 hereby files its Objection (the Objection) and Reservation of Rights With Respect to the Monthly Application of Morrison & Foerster LLP (Morrison Foerster) for Compensation for Services and Reimbursement of Expenses as Attorneys for the Official Committee of Unsecured Creditors (the Committee) for the Period from November 1, 2010 through November 30, 2010 (the Fee Request) and respectfully represents:
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BACKGROUND 1. On August 12, 2010, the Court entered its Order Authorizing the Establishment of
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the Fee Procedures Order) [Docket No. 189]. Pursuant to the Fee Procedures Order, Notice Parties must file objections to the Fee Request or before January 20, 2010, which is at least twenty (20) days after service of the monthly fee request.2 2. On September 2, 2010, the Court entered its 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 (the Cash Collateral Order) [Docket No. 402]. 3. On December 29, 2010, Morrison Foerster filed the Fee Request seeking approval
of $212,457.00 in fees and $3,349.29 in expenses, and corresponding payment of 80% of the fees and 100% of the expenses [Docket No. 781]. OBJECTION 4. Pursuant to the Cash Collateral Order, the amount of lenders cash collateral that
could be used by the Committee (and therefore the Committees professionals) in relation to a Challenge was capped at $150,000. A Challenge under the Cash Collateral Order would include both the review of the perfection of the lenders liens as well as the Committees review of the 2007 Transaction.3 As was shown in Midland Loan Services, Incs Limited Objection to
2 3
Paragraph 12 of the Cash Collateral Order states, in pertinent part, Notwithstanding the foregoing, the Cash Collateral and Carve Out may be used by the Committee to investigate the Loan Obligations and the Prepetition Collateral and/or a potential Challenge (as defined below); provided that no more than $150,000 in the aggregate may be spent from Cash Collateral on such investigations.
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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 30, 2010 [Docket No. 770], fees for Lease/RE Analysis, 2007 Transx. Invest., and Prepetition Loan Review, which are subject to the $150,000 cap, already totaled $271,384.25 through October 2010. 5. Of the fees identified in the Fee Request for November, $67,775.50 relate to
2007 Trasnx. Invest., $39,135.00 relate to Prepetition Lien Review, and $526.50 relate to Lease/Real Estate Analysis. This $107,437.00 of fees is clearly in excess of the maximum amount authorized in the Cash Collateral Order regardless of whether the fees might otherwise have been allowable. Accordingly, Midland objects to allowance and payment of fees and expenses in excess of the limitation established and agreed upon in the Cash Collateral Order. RESERVATION OF RIGHTS 6. The Fee Procedures Order included a provision for a 20% holdback of fees
charged by professionals paid from the Debtors estates. At this time, the holdback appears to be adequate to address issues that might arise in an objection to a future interim or final fee application to be submitted under 11 U.S.C. 330 or 331. 7. Midland objects to paying Morrison Foerster more than 80% of the remaining
fees described in the Fee Request before they have been reviewed and approved after notice and a hearing on such interim or final fee applications. In doing so, Midland specifically reserves its right to assert objections to fees or expenses (or both) listed on the Fee Request. Local Rule 9013-1(a) 8. This pleading includes citations to the applicable rules and statutory authorities
upon which the relief requested herein is predicated and a discussion of their application to this
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pleading. Accordingly, Midland submits that this pleading satisfies Local Bankruptcy Rule 9013-1(a). CONCLUSION WHEREFORE, premises considered, Midland respectfully requests that this Court enter an order (1) sustaining the Objection; (2) providing that the $107,437.00 of fees in excess of the maximum amount authorized in the Cash Collateral Order not be allowed; (3) allowing payment of no more than 80% of the remaining allowed fees; and (4) granting such other relief as is necessary or appropriate.
Dated:
January 20, 2011 New York, New York
/s/ John D. Penn Lenard M. Parkins (NY Bar #4579124) Mark Elmore (admitted pro hac vice) 1221 Avenue of the Americas, 26th Floor New York, NY 10020-1007 Telephone No.: (212) 659-7300 Facsimile No.: (212) 884-8211 - and John D. Penn, Esq. (NY Bar # 4847208) Haynes and Boone, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102 Telephone No.: (817) 347-6610 Facsimile No.: (817) 348-2300 ATTORNEYS FOR MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, N.A.
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Attorneys For Midland Loan Services, A Division of PNC Bank, N.A

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Attorneys For Midland Loan Services, A Division of PNC Bank, N.A

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Lenard M. Parkins (NY Bar No. 4579124) John D. Penn (NY Bar No.

Docket No. 869.

February 18, 2011 New York, New York

HAYNES AND BOONE, LLP

Midland is a Notice Party under the Fee Procedures Order.

October 20, 2010 New York, New York

HAYNES AND BOONE, LLP

Midland is a Notice Party under the Fee Procedures Order.

December 20, 2010 New York, New York

HAYNES AND BOONE, LLP

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