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

MIDLAND LOAN SERVICESS RESERVATION OF RIGHTS WITH RESPECT TO THE DEBTORS SECOND MOTION FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF Midland Loan Services, a division of PNC Bank, N.A. (Midland)1 hereby files this Reservation of Rights With Respect to the Debtors Second Motion for Entry of an Order Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof and respectfully represents:
1

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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RESERVATION OF RIGHTS 1. On January 12, 2011, the above referenced debtors (the Debtors) filed their

Second Motion for Entry of an Order Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof (the Debtors Second Exclusivity Motion) through which the Debtors seek an extension of the exclusive periods provided to the Debtors under 11 U.S.C. 1121 with respect to filing and soliciting a plan of reorganization (the Exclusive Periods). On January 26, 2011, the Court entered the Bridge Order Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof Through the Omnibus Hearings Scheduled for March 29, 2011. 2. Under the Amended and Restated Binding Commitment Agreement Regarding

the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers USA Trust (the Amended Commitment Letter), Midland agreed to support the Debtors request to modify the extension of the Exclusive Periods through June 30, 2011 if the Court approved the bid procedures contemplated under the Amended Commitment Letter. See Section 6 of the

Amended Commitment Letter. On March 11, 2011, the Court entered its order approving the bid procedures contemplated under the Amended Commitment Letter. 3. Midland reserves all rights to object to the Debtors Second Exclusivity Motion

and the Debtors request for an extension of the Exclusive Periods as may be permitted by the Amended Commitment Letter, including in the event that the Amended Commitment Letter terminates or the Debtors modify the request for an extension of the Exclusive Periods as contemplated under Section 6 of the Amended Commitment Letter.

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Dated:

March 21, 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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