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

MIDLAND LOAN SERVICES, INC.S LIMITED OBJECTION TO STIPULATION BETWEEN INNKEEPERS USA TRUST AND MARRIOTT INTERNATIONAL, INC. TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: Midland Loan Services, Inc. (Midland)1, special servicer pursuant to that certain pooling and servicing agreement dated as of August 13, 2007 (the Special Servicing

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 referenced debtors. The Fixed Rate Mortgage Loan was made pursuant to that certain loan agreement dated as of June 29, 2007 (as amended, the Fixed Rate Mortgage Loan Agreement), and is evidenced by (i) a certain Replacement Note A-1 and (ii) a certain Replacement Note A-2, each dated as of August 9, 2007, and each in the original principal amount of $412,701,271. Replacement Note A-1 was assigned to LaSalle Bank National Association as trustee for the holders of the LB-UBS Commercial Mortgage Trust 2007-C6. Bank of America, N.A. is the successor-in-interest to LaSalle Bank National Association (the Fixed Rate Trustee). Replacement Note A-2 is currently held by the trustee for the holders of the LB-UBS Commercial Mortgage Trust 2007-C7. The Fixed Rate Mortgage Loan is secured by cross-collateralized and cross-defaulted 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, as set forth in the Fixed Rate Mortgage Loan Agreement (collectively, the Midland Collateral). LIMITED OBJECTION TO MARRIOTT STIPULATION d-1887547 Page 1 of 5

Agreement) for the Fixed Rate Trustee (as defined below), files this Limited Objection to the Stipulation Between Innkeepers USA Trust and Marriott International, Inc. (the Limited Objection) and respectfully represents as follows: 1. On August 24, 2010, the above referenced debtors (collectively, the Debtors)

entered into a stipulation (the Marriott Stipulation) with Marriott International, Inc. (Marriott) resolving disputes among Grand Prix Floating Lessee LLC (the Franchisee), Grand Prix Troy (Central) LLC (Owner) and Grand Prix Holdings LLC (Guarantor, together with Franchisee and Guarantor, the Troy Debtors) regarding the Troy Debtors operation of a Residence Inn by Marriott hotel in Troy, Michigan. The Troy Debtors are borrowers under the Floating Rate Mortgage Loan with Lehman ALI, Inc. 2. The Marriott Stipulation has been filed under seal because certain terms making The Debtors intend to present this Marriott

up the Marriott Stipulation are confidential.

Stipulation for approval on August 30, 2010 at 10:00 a.m. Although Midland does not object to the Debtors efforts to resolve their disputes with Marriott regarding the Troy Debtors operation of the Marriott hotel, Midland must object to the Debtors attempts to obligate all Debtors under the Marriott Stipulation not just the Troy Debtors. 3. The Marriott Stipulation proposes that all of the Debtors would be bound by the

obligations and provisions contained in the Marriott Stipulation, including but not limited to, Section 9 entitled Attorneys Fees, Costs and Expenses. Section 9 provides: Attorneys' Fees, Costs and Expenses. Debtors agree to pay as an administrative claim, all reasonable expenses, attorneys' fees and costs incurred by Marriott in connection with the termination of the Hotel, the Stay Relief Motion, the Assumption Motion, and the settlement of this dispute within fifteen (15) days of the later of (a) the Effective Date or (b) Debtors receipt of invoices for such expenses, fees and costs.

LIMITED OBJECTION TO MARRIOTT STIPULATION d-1887547

Page 2 of 5

4.

Midland objects to the attempt to bind all of the Debtors to pay the fees incurred

by Marriott in connection with the Marriott Stipulation. The obligation to pay litigation costs is the obligation of the Troy Debtors alone. Midlands Collateral should not be a source for payment of Marriotts fees in connection with the Marriott Stipulation. None of the Midland Collateral is subject to the dispute with Marriott concerning the Troy Debtors. The broad effect of the Marriott Stipulation binds all of the Midland Collateral to Marriott notwithstanding the fact that many of the hotels making up the Midland Collateral have no relationship with Marriott, but rather are franchisees of other hotels such as Hyatt or Hilton. 5. The Marriott Stipulation is yet another attempt to commingle Midlands

Collateral. The Troy Debtors issues with Marriott and the resulting impact on the collateral value under the Floating Rate Mortgage Loan addressed by the Marriott Stipulation should not concern the Midland Collateral. Midlands Collateral should not be subjected to the associated costs that the Troy Debtors have agreed to bear. The failure by the Debtors to properly segregate the Midland Collateral is inappropriate and cannot be justified. 6. The Debtors and Marriott might argue that the revised Order should address

Midlands concerns. Instead, the revised language merely attempts to mask the fundamental problem with the Marriott Stipulation. 7. The recently amended proposed Order includes provisos that unnecessarily and

unreasonably expose Midlands Collateral to liability. While Marriotts litigation expense would initially be paid from the Lehman cash collateral, the recently revised language is inserted with the obvious intent to come back and try to force other Debtors (including Midlands Collateral) to bear part of the cost when it provides: provided, however, that Lehman reserves its right with respect to challenging allocation of such cash collateral; provided, further, however,
LIMITED OBJECTION TO MARRIOTT STIPULATION d-1887547 Page 3 of 5

that no party can assert that Lehman is estopped from challenging such allocation as a result of the Settlement Agreement, this Order, or for any other reason. 8. 9. The provisos are simply inappropriate. The language in the proposed Order should state the following and no more to

assure that Midlands Collateral is not exposed to pay the obligations of the Troy Debtors: Notwithstanding the terms of paragraph 9 of the Settlement Agreement, payment of reasonable expenses, attorneys fees and costs incurred by Marriott as described in paragraph 9, shall be paid out of Lehman ALI Inc.s (Lehman) cash collateral. Local Rule 9013-1(a) This Limited Objection includes citations to the applicable rules and statutory authorities as support and a discussion of their application to this Limited Objection. Accordingly, Midland submits that this Limited 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 Premises considered, Midland requests that this Court enter an order i) sustaining this Limited Objection; ii) requiring that any fees paid in connection with the Marriott Stipulation not be borne by the Midland Collateral and iii) granting Midland such other and further relief to which it might show itself justly entitled.

LIMITED OBJECTION TO MARRIOTT STIPULATION d-1887547

Page 4 of 5

Respectfully submitted this 27th day of August, 2010. /s/ Lenard M. Parkins HAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, New York 10020 Telephone: (212) 659-7300 Facsimile: (212) 884-8211 Lenard M. Parkins (NY Bar# 4579124) John D. Penn (NY Bar # 4847208,admitted pro hac vice) Mark Elmore (admitted pro hac vice) ATTORNEYS FOR MIDLAND LOAN SERVICES, INC.

LIMITED OBJECTION TO MARRIOTT STIPULATION d-1887547

Page 5 of 5