HAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, New York 10020

Telephone: (212) 659-7300 Facsimile: (212) 884-8211 Lenard M. Parkins (NY Bar # 4579124) John D. Penn (NY Bar # 4847208 and admitted pro hac vice) 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

MOTION FOR AN ORDER AUTHORIZING MIDLAND LOAN SERVICES, INC. TO FILE OBJECTION TO MOTION TO ASSUME PLAN SUPPORT AGREEMENT UNDER SEAL & FOR OTHER RELIEF TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: Midland Loan Services, Inc. (Midland), special servicer pursuant to that certain pooling and servicing agreement dated as of August 13, 2007 (the Special Servicing Agreement) for the Fixed Rate Trustee (as defined below), files this Motion for an Order Authorizing Midland Loan Services, Inc. to File Objection to Motion to Assume Plan Support Agreement Under Seal and for Other Relief and respectfully represents as follows: Introduction 1. Midland submits this motion, pursuant to the Protective Order (as defined below)

entered herein for entry of an order, in substantially the form submitted herewith, authorizing Midland to file under seal its Objection to the Motion to Assume Plan Support Agreement,

Docket No. 15. This Court has jurisdiction over the subject matter of this motion pursuant to 28 U.S.C. 1334. Jurisdiction and Venue 2. This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue in this

Court is proper pursuant to 28 U.S.C. 1408 and 1409(a). This motion is filed pursuant to this Courts continuing jurisdiction over its Stipulated Protective Order, Docket No. 203, entered August 16, 2010 (the Protective Order). 3. The Debtors filed their Motion to Assume the Plan Support Agreement

(Motion) on July 19, 2010, Docket No. 15. Midland objects to the Motion and intends to file its Objection (Objection) to the Motion before the August 23, 2010, 4:00 p.m. deadline for the same. 4. Midlands Objection will refer to information designated as Confidential or

Highly Confidential under the Protective Order as well as transcripts from depositions taken within the past seven (7) days (which, under the Protective Order, is deemed to be Confidential during that period). 5. This motion is filed to comply with the Protective Orders requirements for

dealing with such information. 6. While information in Midlands Objection has been designated as Confidential

or Highly Confidential, it does not include information that would be protected under Rule 9018 of the Bankruptcy Rules. There are no (a) trade secrets or other confidential research, development, or commercial information, (b) scandalous or defamatory matters, or (c) governmental matters that are made confidential by statute or regulation. The information contained in the Objection does include information and communications that certain parties

might find embarrassing, but they do not rise to the level of a need to prevent them from being disclosed in public filings. 7. Midland requests that the Court approve the filing of the Objection under seal and

then on its own motion, at a hearing with the parties or at the status conference scheduled for August 30, 2010, consider whether the Objection and attachments thereto be unsealed and filed with the other pleadings in these cases. 8. Counsel for Midland has conferred with counsel for the Debtors, Lehman ALI,

Inc. and Apollo Investment Corporation. The Debtors have not indicated that they object to the filing of this Motion or the granting of the initial relief of sealing the Objection pending further Order of the Court. Local Rule 9013-1(a) 9. This Objection includes citations to the applicable rules and statutory authorities

as support and a discussion of their application to this Objection. Accordingly, Midland submits that this Objection satisfies Rule 9013-1(a) of the Local Rules for the Southern District of New York and respectfully requests the waiver of the need to file a supporting memorandum of law. Conclusion WHEREFORE, Midland respectfully requests that the Court enter the order, substantially in the form submitted herewith, (a) authorizing Midland to file its Objection under seal; (b) either setting a hearing or determining in Chambers whether the Objection should be unsealed and filed with the other pleadings in these cases; and (c) granting such other and further relief as the Court deems appropriate.

Respectfully submitted this 23rd day of August, 2010.

/s/ John D. Penn HAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, New York 10020 Telephone: (212) 659-7300 Facsimile: (212) 884-8211 Lenard M. Parkins (NY Bar# 4579124) John D. Penn (NY Bar # 4847208 and admitted pro hac vice) Mark Elmore (admitted pro hac vice)

ATTORNEYS FOR MIDLAND LOAN SERVICES, INC.

Proposed Order

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

ORDER AUTHORIZING MIDLAND LOAN SERVICES, INC. TO FILE OBJECTION TO MOTION TO ASSUME PLAN SUPPORT AGREEMENT UNDER SEAL & FOR OTHER RELIEF Upon the motion (the Motion)1 of Midland Loan Services, Inc. (Midland) in connection with the above-captioned debtors (collectively, the Debtors) for entry of an order authorizing Midland to file under seal with the Court its Objection to the Motion to Assume the Plan Support Agreement on July 19, 2010, Docket No. 15 (Objection) pursuant to this Courts Protective Order and it appearing that (i) the relief requested in the Motion is appropriate; (ii) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (iii) this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (iv) venue of this proceeding and this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; and (v) notice of this Motion was appropriate under the particular circumstances and that no other or

Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in the Motion.

further notice need be given; and after due deliberation and sufficient cause appearing therefore, it is hereby: ORDERED that the Motion is GRANTED; and its is further ORDERED that Midland is authorized to file its Objection under seal; and it is further ORDERED that all information filed under seal pursuant to this Order shall remain under seal until further order of the Court; and it is further ORDERED that the Court shall consider Midlands request to unseal its Objection either in Chambers or at ___, __.m. on the __ day of August, 2010; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order. Dated: August __, 2010 New York, New York

__________________________________________ THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE