LEGAL20390473.

3
Schuyler G. Carroll
Jeffrey D. Vanacore
Perkins Coie LLP
30 Rockefeller Plaza, 25th Floor
New York, NY 10112
Phone: 212.262.6900
Fax: 212.977.1649

and

David M. Neff (admitted pro hac vice)
PERKINS COIE LLP
131 S. Dearborn, Street, Suite 1700
Chicago, IL 60603-5559
Phone: 312.324.8400
Fax: 312.324.9400

Attorneys for C-III Asset Management LLC

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK


In re:

Innkeepers USA Trust, et al.,

Debtors.

)
)
)
)
)
)
)

Chapter 11
Case No. 10-13800
Jointly Administered



NOTICE OF HEARING ON C-III ASSET MANAGEMENT LLC'S MOTION TO
TERMINATE THE AUTOMATIC STAY PURSUANT TO 11 U.S.C. 362(d)
PLEASE TAKE NOTICE that the hearing to consider C-III Asset Management LLCs
(C-III) Motion to Terminate the Automatic Stay (the Motion) is scheduled for Thursday,
April 28, 2011 at 10:00 a.m., prevailing Eastern Time, before the Honorable Shelley Chapman,
United States Bankruptcy Judge, in Courtroom 610, One Bowling Green, New York, New York.
C-III waives its right, pursuant to Rule 4001-1 of the Local Bankruptcy Rules for the Southern
District of New York (the Local Rules), for a return date which is not more than 30 days after
the date on which the Motion is filed.

LEGAL20390473.3 -2-
PLEASE TAKE FURTHER NOTICE that the deadline to file and serve responses or
objections to the Motion is Thursday, April 14, 2011 at 4:00 p.m. prevailing Eastern Time.
PLEASE TAKE FURTHER NOTICE that all responses or objections to the Motion
listed in this Notice must (a) be made in writing; (b) conform to the Federal Rules of Bankruptcy
Procedure, the Local Rules and the Order Establishing Certain Notice, Case Management and
Administrative Procedures, filed July 20, 2010 the (Case Management Order) [Docket No.
56]; (c) state with particularity the legal and factual basis for the objection; (d) be filed with the
Court; and (e) be served in accordance with and upon the parties set forth in the Case
Management Order.
PLEASE TAKE FURTHER NOTICE that the failure to file a timely objection may
result in entry of an order granting the Motion as requested by C-III.
Dated: March 24, 2011 Respectfully Submitted,
/s/ David M. Neff
Schuyler G. Carroll
Jeffrey D. Vanacore
PERKINS COIE LLP
30 Rockefeller Plaza, 25th Floor
New York, NY 10112
Phone: 212.262.6900
Fax: 212.977.1649
scarroll@perkinscoie.com
jvanacore@perkinscoie.com

David M. Neff (admitted pro hac vice)
PERKINS COIE LLP
131 S. Dearborn, Street, Suite 1700
Chicago, IL 60603-5559
Phone: 312.324.8400
Fax: 312.324.9400
dneff@perkinscoie.com
Attorneys for C-III Asset Management LLC



LEGAL20390473.3
Schuyler G. Carroll Hearing Date: April 28, 2011 at 10:00 a.m.
Jeffrey D. Vanacore Objection Deadline: April 14, 2011 at 4:00 p.m.
Perkins Coie LLP
30 Rockefeller Plaza, 25th Floor
New York, NY 10112
Phone: 212.262.6900
Fax: 212.977.1649

and

David M. Neff (admitted pro hac vice)
PERKINS COIE LLP
131 S. Dearborn, Street, Suite 1700
Chicago, IL 60603-5559
Phone: 312.324.8400
Fax: 312.324.9400

Attorneys for C-III Asset Management LLC

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK


In re:

Innkeepers USA Trust, et al.,

Debtors.

)
)
)
)
)
)
)

Chapter 11
Case No. 10-13800
Jointly Administered



C-III ASSET MANAGEMENT LLC'S MOTION TO TERMINATE THE AUTOMATIC
STAY PURSUANT TO 11 U.S.C. 362(d)
Wells Fargo Bank, N.A., not individually but solely in its capacity as trustee for the
registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2007-C1 (the Trust), by and through C-III Asset
Management LLC (C-III), its special servicer, by their undersigned counsel, pursuant to
Section 362(d) of 11 U.S.C. 101 et seq. (the Bankruptcy Code) and Rule 4001 of the
Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), moves to terminate the
automatic stay with respect to the Trusts collateral, the Hilton Ontario. In support of the

LEGAL20390473.3 -2-
Motion, the Trust submits the Declaration of Steve Oltmann in Support of C-III Asset
Management LLCs Motion to Terminate the Automatic Stay Pursuant to 11 U.S.C. 362(d)
(the Oltmann Declaration), attached hereto as Exhibit A, and respectfully represents as
follows:
INTRODUCTION
Through this motion, C-III seeks to terminate the automatic stay with respect to its
collateral, the Hilton Ontario, because the Debtors have no equity in the collateral and it is not
necessary for an effective reorganization. The total secured indebtedness against the Hilton
Ontario exceeds $44 million while its current market value, according to the Debtors, is
approximately $8 million. Furthermore, the Debtors have carved the Hilton Ontario out of their
recent "enterprise" sale efforts. Accordingly, the Court should terminate the automatic stay with
respect to the Hilton Ontario pursuant to section 362(d)(2) of the Bankruptcy Code and allow the
Trust to pursue its state law remedies.
JURISDICTION
1. This Court has jurisdiction over the Motion pursuant to 28 U.S.C. 157 and
1334(b) and the standing order of reference of the district court. This matter is a core proceeding
pursuant to 28 U.S.C. 157(b)(2)(G). Venue in this Court is proper under 28 U.S.C. 1408
and 1409.
2. The legal and procedural predicates upon which relief is requested are Section
362(d) of the Bankruptcy Code and Bankruptcy Rule 4001(a)(1), respectively.
BACKGROUND FACTS
A. The Loan
3. On or about October 4, 2006, Capmark Bank (Original Lender) made a loan to
KPA HI Ontario, LLC (Borrower or Ontario Debtor) in the principal amount of $35,000,000

LEGAL20390473.3 -3-
(the Loan). The Loan is evidenced by that certain Deed of Trust Note dated October 4, 2006
made by Borrower in favor of Original Lender in the principal amount of $35,000,000 (the
Note). See Oltmann Decl. at 2.
4. The Loan is secured by, among other things, that certain Deed of Trust, Leasehold
Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing (the
Deed of Trust) executed on or about October 4, 2006 by Borrower, as borrower, and KPA
Ontario Lessee LLC ("Original Operating Lessee"), as accommodation grantor, in favor of
Chicago Title Insurance Company, as trustee for the benefit of Original Lender, as beneficiary,
which was recorded in the Official Records of San Bernardino County, California (the Official
Records) on October 6, 2006 as Document No. 2006-0684203. The Deed of Trust encumbers,
among other things, the real property owned by Borrower known as the Hilton Ontario and
having a common address of 700 N. Haven Ave., Ontario, California, 91764, as more
particularly described in the Deed of Trust (the Hilton Ontario). See Oltmann Decl. at 3.
5. The Loan is also secured by that certain Assignment of Assignment of Leases,
Rents and Profits (the Assignment of Rents and together with the Note, Deed of Trust and all
other documents that evidence, secure or relate to the Loan, the Loan Documents)), executed
on or about October 4, 2006 by Borrower, as assignor, to Original Lender, as assignee, which
was recorded in the Official Records on October 6, 2006 as Document No. 2006-0684205. The
Assignment of Rents, among other things, absolutely assigns all of Borrower's rights to the
Property's leases and rents (the Rents). See Oltmann Decl. at 4.
6. The Original Lender transferred all of its right, title and interest in the Loan
Documents to the Trust pursuant to the following instruments:
a. that certain Assignment of Deed of Trust, Leasehold Deed of Trust,
Assignment of Leases and Profits, Security Agreement and Fixture Filing

LEGAL20390473.3 -4-
and Assignment of Assignment of Leases, Rents and Profits dated April
13, 2007, and recorded in the Official Records on April 30, 2007 as
Document No. 2007-0260838;
b. that certain Assignment of Deed of Trust, Leasehold Deed of Trust,
Assignment of Leases and Profits, Security Agreement and Fixture Filing
and Assignment of Assignment of Leases, Rents and Profits dated August
14, 2007, and recorded in the Official Records on August 24, 2007 as
Document No. 2007-0492936;
c. that certain Assignment of Deed of Trust, Leasehold Deed of Trust,
Assignment of Leases and Profits, Security Agreement and Fixture Filing
and Assignment of Assignment of Leases, Rents and Profits dated August
16, 2007, and recorded in the Official Records on August 27, 2007 as
Document No. 2007-0495484; and
d. that certain Assignment of Deed of Trust, Leasehold Deed of Trust,
Assignment of Leases and Profits, Security Agreement and Fixture Filing
and Assignment of Assignment of Leases, Rents and Profits dated August
16, 2007, and recorded in the Official Records on February 26, 2008 as
Document No. 2008-0084293.
See Oltmann Decl. at 5.
7. Consequently, the Trust is the holder and owner of the Note, the beneficiary of the
Deed of Trust and Assignment of Rents, and owner of all of the other Loan Documents. See
Oltmann Decl. at 6.
8. Pursuant to that certain Loan Assumption, Affirmation and Modification
Agreement dated as of June 29, 2007, Grand Prix Ontario Lessee LLC ("Operating Lessee")
assumed all of Original Operating Lessee's obligations under the Loan Documents. See Oltmann
Decl. at 7.
B. The Borrowers Defaults and Appointment of a Receiver
9. Commencing in October 2009, Borrower defaulted under the terms of the Loan
Documents by, among other things, failing to make timely monthly payments when due and
failing to send net operating income to the Trust. See Oltmann Decl. at 8.

LEGAL20390473.3 -5-
10. On January 5, 2010, the Trust, through its counsel, wrote a letter to Borrower
providing formal notice of Borrower's defaults and accelerating all obligations under the Loan
Documents. See Oltmann Decl. at 9.
11. On January 27, 2010, the Trust filed a complaint in the Superior Court of the State
of California, County of San Bernardino (the "State Court"), Case No. CIVRS1000785, seeking,
among other relief, the appointment of a receiver for the Hilton Ontario. Pursuant to an order
entered April 16, 2010 (the "Receiver Order"), the State Court appointed Jeffrey Kolessar of
GFManagement as the receiver (the "Receiver") for the Hilton Ontario. See Oltmann Decl. at
10.
12. Pursuant to the Receiver Order, the State Court authorized the Receiver, among
other things, to operate, lease, manage and control the Hilton Ontario. With the agreement of
Ontario Debtor, the Receiver has remained in control of the Hilton Ontario since the Petition
Date (defined below). See Oltmann Decl. at 11.
C. The Bankruptcy Case
13. On July 19, 2010 (the "Petition Date"), Innkeepers USA Trust and certain of its
affiliates (collectively, the Debtors), including the Ontario Debtor and Operating Lessee, filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with this Court.
14. The Debtors own and operate approximately 72 hotels (the Hotels) across
twenty states, one of which is the Hilton Ontario. See Amended Declaration of Dennis Craven,
Chief Financial Officer of Innkeepers USA Trust, in Support of First Day Pleadings (the "Craven
Declaration") [Docket No. 33] at 6.
15. Of the 72 Hotels, 45 are part of the financing facility described by the Debtors as
the Fixed Rate Pool and 20 are part of the financing facility described as the Floating Rate

LEGAL20390473.3 -6-
Pool. See Craven Decl. at 26-27. The remaining seven Hotels, including the Hilton Ontario,
are subject to separate financing arrangements with individual lenders. See Craven Decl. at
29-37.
16. On October 28, 2010, the Trust filed its proof of claim against the Ontario Debtor
asserting a secured claim in the amount of $44,738,754.33 (the Proof of Claim) [Claim No.
1025, Ontario Debtor]. There has been no objection filed to the Proof of Claim.
17. On January 14, 2011, the Debtors filed a Motion for Entry of an Order (I)
Authorizing the Debtors to Enter Into the Commitment Letter with Five Mile Capital II Pooling
REIT LLC, Lehman ALI Inc., and Midland Loan Services, (II) Approving the New
Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving
Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense
Reimbursement to "Bidder D," and (VI) Modifying Cash Collateral Order to Increase Expense
Reserve (the "Bid Procedures Motion"), through which the Debtors sought, among other things,
authority to enter into a so-called commitment letter for the sale of the Hotels on an enterprise
basis.
18. On February 25, 2011, C-III, on behalf of the Trust, filed its limited objection to
the Bid Procedures Motion (the Limited Objection), arguing, among other things, that the
Hilton Ontario should not be included in the enterprise-level sale of Hotels contemplated by the
Bid Procedures Motion.
19. Likewise on February 25, 2011, the Ad Hoc Committee of Preferred
Shareholders, which is comprised of six entities holding approximately 30.5% of Innkeepers
USA Trusts 8.0% Series C Cumulative Preferred Shares (the Ad Hoc Committee), filed its
objection to the Bid Procedures Motion (the Ad Hoc Committee Objection).

LEGAL20390473.3 -7-
20. On March 7, 2011, the Debtors filed their omnibus reply in support of the Bid
Procedures Motion (the Debtors Reply), in which they agreed to remove seven of the Hotels,
including the Hilton Ontario, from the sale contemplated by the Bid Procedures Motion.
21. On March 11, 2011, the Court entered an order approving the Bid Procedures
Motion, which excluded the Hilton Ontario.
22. C-III now seeks to terminate the automatic stay with respect to the Hilton Ontario
pursuant to section 362(d) of the Bankruptcy Code so that it may pursue its state court remedies.


LEGAL ARGUMENT

23. C-III is entitled to the termination of the automatic stay under section 362(d)(2) of
the Bankruptcy Code because the Ontario Debtor has no equity in the Hilton Ontario and the
Hilton Ontario is not necessary for an effective reorganization.
24. Section 362(d)(2) of the Bankruptcy Code provides, in relevant part:
On request of a party in interest and after notice and a hearing, the
court shall grant relief from the stay provided under subsection (a)
of this section, such as terminating, annulling, modifying, or
condition such stay
(2) with respect to a stay of an act against property under
subsection (a) of this section if
(A) the debtor does not have an equity in such
property; and
(B) such property is not necessary to an effective
reorganization.
11 U.S.C. 362(d)(2).
25. Section 362(g) provides that the party opposing relief from the automatic stay
carries the burden of proof on all issues except the debtors equity in the property. See 11
U.S.C. 362(g). Accordingly, once the movant establishes that the debtor lacks any equity in

LEGAL20390473.3 -8-
the property, the debtor bears the burden of proving that it is necessary for an effective
reorganization. See United Sav. Assoc. of Texas v. Timbers of Inwood Forest Assocs., Ltd., 484
U.S. 365, 375-76 (1988) (Once the movant under 362(d)(2) establishes that he is an
undersecured creditor, it is the burden of the debtor to establish that the collateral is necessary to
an effective reorganization.). As this Court has recognized:
The party opposing relief has the burden of proof to show that it is
entitled to continuation of the stay. . . The rationale for the burden
of proof rule is that the automatic stay is intended only to shift the
initiative to the creditor to bring the issue before the Bankruptcy
Court, and not to create any new right in the debtor to stay
proceedings.

In re 234-6 W. 22nd St. Corp., 214 B.R. 751, 756 (Bankr. S.D.N.Y. 1997).
26. In this case, the Ontario Debtor has no equity in the Hilton Ontario. Equity under
section 362(d)(2)(A) is defined as the difference between the property value and the total
amount of liens against it. See, e.g., In re YL West 87th Holdings I LLC, 423 B.R. 421, 428
(Bankr. S.D.N.Y. 2010). The Trust has a lien on the Hilton Ontario in excess of $44 million, as
evidenced by its Proof of Claim. See In re Elmira Litho, Inc., 174 B.R. 892, 901 (Bankr.
S.D.N.Y. 1994) (recognizing that a duly executed and timely filed proof of claim constitutes
prima facie evidence of the validity and amount of the lien). It is undisputed that the current
market value of the Hilton Ontario is substantially less, as evidenced by the proposed treatment
of the Trusts claim in the Debtors Bid Procedures Motion. See Bid Procedures Mot. at 51.
1

The discrepancy of more than $36 million between the Trusts secured claim and the amount
attributed to the Hilton Ontario in the Bid Procedures Motion demonstrates that the Ontario

1
In support of the Bid Procedures Motion, the Debtors have strenuously argued that the proposed treatment
of the various secured claims, including the Trusts claim, is the result of an extensive marketing campaign and
reflects the current market value of the various Hotels. See, e.g., Debtors Reply at 8, 9, 21-29. C-III believes
that the Hilton Ontario is currently worth more than the $8 million value ascribed to it in the Bid Procedures Motion,
but substantially less than the more than $44 million that the Trust is owed.

LEGAL20390473.3 -9-
Debtor lacks any equity in the collateral. Thus, C-III has satisfied its burden under section
362(d)(2)(A).
27. With respect to section 362(d)(2)(B), the Ontario Debtor is unable to demonstrate
that the Hilton Ontario is necessary for an effective reorganization. As the United States
Supreme Court explained in Timbers:
What this requires is not merely a showing that if there is
conceivably to be an effective reorganization, this property will be
needed for it; but that the property is essential for an effective
reorganization that is in prospect. This means, as many lower
courts, including the en banc court in this case, have properly said,
that there must be a reasonable possibility of a successful
reorganization within a reasonable time.

484 U.S. at 375-76.
28. In this case, the Debtors have effectively conceded that the Hilton Ontario is not
necessary to an effective reorganization. The initial commitment letter, upon which the Bid
Procedures Motion was predicated, contemplated the potential carve out of the Hilton Ontario
from the proposed sale. See Debtors Reply at 17 (explaining that the commitment letter
carved out the Hilton Ontario from the list of potential Termination Events). In response to the
Limited Objection, the Debtors agreed to carve out the Hilton Ontario from the Bid Procedures
Motion and have offered to relinquish the hotel back to C-III. See id. at 2, 17. The Debtors
have not proposed any alternative plan of reorganization with respect to the Hilton Ontario, only
that they will continue to market the hotel.
2
See id. at 2. Such treatment falls far short of the
exacting requirements for a reasonable possibility of a successful reorganization within a

2
On December 20, 2010 and again on January 13, 2011, the Ad Hoc Committee presented the Debtors with
offers to purchase five of the seven Hotels carved out from the Bid Procedures Motion (together, the Ad Hoc
Committee Offer). See Ad Hoc Committee Obj. at 20-21. Notably, the Ad Hoc Committee Offer did not
include the Hilton Ontario, which further demonstrates how the Hilton Ontario is not necessary to an effective
reorganization in combination with other properties of the Debtors.

LEGAL20390473.3 -10-
reasonable time set forth in Timbers. Consequently, the Ontario Debtor cannot meet its burden
under section 362(d)(2)(B).
29. Furthermore, the Debtors cannot sell the Hilton Ontario over the objection of C-
III, whose right to credit bid the full amount of its claim is expressly reserved by the final cash
collateral order entered on September 2, 2010 (the Cash Collateral Order) [Docket No. 402].
See Cash Collateral Order at 6(h). Nor can the Ontario Debtor confirm an internal
reorganization plan over C-III's objection because, inter alia, no such plan would be feasible if
C-III makes the Section 1111(b) election as a result of the great discrepancy between what C-III
is owed and the fair market value of the Hilton Ontario
30. Because the Ontario Debtor has no equity in the Hilton Ontario and the Hilton
Ontario is not necessary for an effective reorganization, the Court should terminate the automatic
stay with respect to the Hilton Ontario so that the Trust may proceed with its state court
remedies.
LOCAL RULE 9013-1(a) CERTIFICATION
31. This Motion includes citations to the applicable rules and statutory authorities
upon which the relief requested herein is predicated as well as the legal authorities that support
the requested relief. Accordingly, C-III submits that the Motion satisfies Local Bankruptcy Rule
9013-1(a).

LEGAL20390473.3 -11-
WHEREFORE, C-III respectfully requests that the Court enter an order (a) terminating
the automatic stay with respect to the Hilton Ontario pursuant to section 362(d) of the
Bankruptcy Code, and (b) granting such other and further relief as is just and proper.
Dated: March 24, 2011 Respectfully Submitted,
/s/ David M. Neff
Schuyler G. Carroll
Jeffrey D. Vanacore
PERKINS COIE LLP
30 Rockefeller Plaza, 25th Floor
New York, NY 10112
Phone: 212.262.6900
Fax: 212.977.1649
scarroll@perkinscoie.com
jvanacore@perkinscoie.com

David M. Neff (admitted pro hac vice)
PERKINS COIE LLP
131 S. Dearborn, Street, Suite 1700
Chicago, IL 60603-5559
Phone: 312.324.8400
Fax: 312.324.9400
dneff@perkinscoie.com
Attorneys for C-III Asset Management LLC

EXHIBIT A
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
Inre:
Innkeepers USA Trust, et al.,
Debtors.
)
)
)
)
)
)
____________________________ )
Chapter 11
Case No. 10-13800
Jointly Administered
DECLARATION OF STEVE OLTMANN IN SUPPORT OF C-111 ASSET
MANAGEMENT LLC'S MOTION TO TERMINATE THE AUTOMATIC STAY
PURSUANT TO 11 U.S.C. 362(d)
I, Steve Oltmann, being duly sworn, deposes and says:
1. I am an Asset Manager for C-III Asset Management, LLC ("C-III"), the special
servicer of the Loan (defined below) for Wells Fargo Bank, N.A., not individually but solely in
its capacity as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Cettificates, Series 2007 -Cl (the "Tmst").
THE LOAN AND ASSOCIATED DOCUMENTS
2. On or about October 4, 2006, Capmark Bank ("Original Lender") made a loan to
KPA HI Ontario, LLC ("Bonower" or "Ontario Debtor") in the principal amount of$35,000,000
(the "Loan"). The Loan is evidenced by that cettain Deed of Trust Note dated October 4, 2006
made by Bonower in favor of Original Lender in the principal amount of $35,000,000 (the
"Note").
3. The Loan is secured by, among other things, that certain Deed of Trust, Leasehold
Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing (the
"Deed of Trust") executed on or about October 4, 2006 by Bonower, as bonower, and KP A
Ontario Lessee LLC ("Original Operating Lessee"), as accommodation grantor, in favor of
Chicago Title Insurance Company, as trustee for the benefit of Original Lender, as beneficiary,
LEGAL20463780.1 -1-
/
which was recorded in the Official Records of San Bemardino County, California (the "Official
Records") on October 6, 2006 as Document No. 2006-0684203. The Deed of Trust encumbers,
among other things, the real property owned by Borrower known as the Hilton Ontario and
having a common address of700 N. Haven Ave., Ontario, California, 91764, as more
patiicularly described in the Deed of Trust (the "Hilton Ontario").
4. The Loan is also secured by that certain Assignment of Assignment of Leases,
Rents and Profits (the "Assignment of Rents" and together with the Note, Deed of Trust and all
other documents that evidence, secure or relate to the Loan, the "Loan Documents"), executed on
or about October 4, 2006 by Borrower, as assignor, to Original Lender, as assignee, which was
recorded in the Official Records on October 6, 2006 as Document No. 2006-0684205. The
Assignment of Rents, among other things, absolutely assigns all of Borrower's rights to the
Propetiy's leases and rents (the "Rents").
5. The Original Lender transferred all of its right, title and interest in the Loan
Documents to the Trust pursuant to the following instruments:
a.
b.
c.
LEGAL20463780.1
that cetiain Assignment of Deed of Trust, Leasehold Deed of Trust,
Assignment of Leases and Profits, Security Agreement and Fixture Filing
and Assignment of Assignment of Leases, Rents and Profits dated April
13, 2007, and recorded in the Official Records on April 30, 2007 as
Document No. 2007-0260838;
that cetiain Assignment of Deed of Trust, Leasehold Deed of Ttust,
Assignment of Leases and Profits, Security Agreement and Fixture Filing
and Assignment of Assignment of Leases, Rents and Profits dated August
14, 2007, and recorded in the Official Records on August 24, 2007 as
Document No. 2007-0492936;
that cetiain Assignment of Deed of Trust, Leasehold Deed of Trust,
Assignment of Leases and Profits, Security Agreement and Fixture Filing
and Assignment of Assignment of Leases, Rents and Profits dated August
16, 2007, and recorded in the Official Records on August 27, 2007 as
Document No. 2007-0495484; and
-2-
d. that cetiain Assignment of Deed of Trust, Leasehold Deed of Trust,
Assignment of Leases and Profits, Security Agreement and Fixture Filing
and Assignment of Assignment of Leases, Rents and Profits dated August
16, 2007, and recorded in the Official Records on February 26, 2008 as
Document No. 2008-0084293.
6. Consequently, the Tmst is the holder and owner of the Note, the beneficiary of the
Deed of Trust and Assignment of Rents, and owner of all of the other Loan Documents.
7. Pursuant to that cetiain Loan Assumption, Affirmation and Modification
Agreement dated as of June 29, 2007, Grand Prix Ontario Lessee LLC ("Operating Lessee")
assumed all of Original Operating Lessee's obligations under the Loan Documents.
THE BORROWER'S DEFAULTS AND APPOINTMENT OF A RECEIVER
8. Commencing in October 2009, Borrower defaulted under the terms of the Loan
Documents by, among other things, failing to make timely monthly payments when due and
failing to send net operating income to the Tmst.
9. On Janumy 5, 2010, the Trust, through its counsel, wrote a letter to Borrower
providing fmmal notice ofBonower's defaults and accelerating all obligations under the Loan
Documents.
10. On January 27,2010, the Trust filed a complaint in the Superior Comi of the State
of California, County of San Bernardino (the "State Court"), Case No. CIVRS 1000785, seeking,
among other relief, the appointment of a receiver for the Hilton Ontmio. Pursuant to an order
entered April16, 2010 (the "Receiver Order"), the State Comi appointed Jeffrey Kolessar of
GFManagement as the receiver (the "Receiver") for the Hilton Ontario.
11. Pmsuant to the Receiver Order, the State Comi authorized the Receiver, among
other things, to operate, lease, manage and control the Hilton Ontario. With the agreement of
Ontario Debtor, the Receiver has remained in control of the Hilton Ontario since the Petition
Date.
LEGAL20463780.! -3-
I have read the foregoing Declaration and declare that it is tme and cmTect to the best of
my personal knowledge.
and sworn to me
this;<:3-dayof fV!We--h ,2011.

N ryPubhc
LEGAL20463780.1
Steve Oltmann
Asset Manager
C-III Asset Management LLC, solely in its capacity
as Special Servicer for Wells Fargo Bank, N.A., not
individually but solely in its capacity as trustee for
the registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2007 -C 1
-4-
91004-0040/LEGAL20468272.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK


In re:

Innkeepers USA Trust, et al.,

Debtors.

)
)
)
)
)
)
)

Chapter 11
Case No. 10-13800
Jointly Administered



ORDER GRANTING C-III ASSET MANAGEMENT LLC'S MOTION TO TERMINATE
THE AUTOMATIC STAY PURSUANT TO 11 U.S.C. 362(d)
THIS CAUSE COMING TO BE HEARD upon C-III Asset Management LLCs Motion
to Terminate the Automatic Stay Pursuant to 11 U.S.C. 362(d) (the Motion);
1
the Court
having found that sufficient notice of the Motion has been given; the Court having jurisdiction
over the Motion; the Court having considered the Motion, and the Court being otherwise fully
advised in the premises;
IT IS HEREBY ORDERED THAT:
1. The Motion is GRANTED;
2. The automatic stay is terminated in favor of C-III Asset Management LLC (C-
III), as special servicer for Wells Fargo Bank, N.A., not individually but solely in its capacity as
trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C1 (the Trust) to permit C-III to
exercise on behalf of the Trust any and all rights it may have under the Loan Documents and
state law with respect to the Hilton Ontario without further Court order; and

1
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the
Motion.
91004-0040/LEGAL20468272.1
3. Notwithstanding Bankruptcy Rule 4001(a)(3), this Order shall be effective
immediately.

Dated_______________________ _________________________________
United States Bankruptcy Court Judge




Order Prepared by:

Schuyler G. Carroll
Jeffrey D. Vanacore
PERKINS COIE LLP
30 Rockefeller Plaza, 25th Floor
New York, NY 10112
Phone: 212.262.6900
Fax: 212.977.1649
scarroll@perkinscoie.com
jvanacore@perkinscoie.com

David M. Neff (admitted pro hac vice)
PERKINS COIE LLP
131 S. Dearborn, Street, Suite 1700
Chicago, IL 60603-5559
Phone: 312.324.8400
Fax: 312.324.9400
dneff@perkinscoie.com
Attorneys for C-III Asset Management LLC