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

RESPONSE TO MOTION FOR APPOINTMENT OF AN EXAMINER 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 Response to the Motion for Appointment of an Examiner (Motion) and respectfully represents as follows: 1. Midland does not oppose the appointment of an examiner under 11 U.S.C.

1104(c). The statute appears to make such an appointment mandatory since the liquidated unsecured claims against some of the Debtors appear to exceed $5 million. The primary issue then becomes one of the scope of the examiners assignment. 2. The scope of the examiners assignment should not overlap and duplicate the

activities and investigation being undertaken by the Creditors Committee. An overlap in scope
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would unnecessarily burden the estates with a duplication of fees and expenses without any demonstrable benefit. 3. In considering the appointment and the scope of the assignment for any

examiner, the Court should also consider implementing a budget for any professional fees that an examiner might incur. Such a budget would manage the cost of the process appropriately to ensure that the investigation did not get exceed its potential benefit to the estates. Local Rule 9013-1(a) This Response includes citations to the applicable rules and statutory authorities as support and a discussion of their application to this Response. Accordingly, Midland submits that this Response 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 prays that upon considering the Motion that the Court will tailor an examiners assignment to eliminate (as much as possible) the potential for overlapping tasks and costs, specify a budget for any examiners efforts and grant Midland such other and further relief to which it might show itself justly entitled. Respectfully submitted this 23rd 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 pending) ATTORNEYS FOR MIDLAND LOAN SERVICES, INC.
RESPONSE TO MOTION FOR APPOINTMENT OF AN EXAMINER N-89189 Page 2 of 2