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 # 4579124 and admitted pro hac vice) Trevor Hoffmann (NY Bar # 4067229) 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) Joint Administration Requested

DECLARATION OF JOHN D. PENN IN SUPPORT OF MIDLAND LOAN SERVICES, INC.S LIMITED OBJECTION TO STIPULATION BETWEEN INNKEEPERS USA TRUST AND MARRIOTT INTERNATIONAL, INC John D. Penn declares the following under penalty of perjury: 1. I am over eighteen (18) years of age, and I am mentally competent to make this

Declaration. I have personal knowledge of the matters stated in this Declaration, except where this Declaration reflects that a statement is made upon information and belief. If called upon to testify, I could competently testify to the matters stated in this Declaration. 2. I am a partner at the law firm of Haynes and Boone, LLP. I am admitted to

practice law in the states of New York and Texas; in the United States District Courts for the Northern, Southern, Western and Eastern Districts of Texas; in the United States Court of Appeals for the Fifth Circuits; and in the United States Supreme Court.

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3.

I am making this Declaration in support of the Limited Objection of Midland

Loan Services, Inc. to the Stipulation Between Innkeepers USA Trust and Marriott International, Inc. 4. Exhibit No. 1 attached hereto is true and correct copy of a message I received

from Anup Sathy on the date indicated thereon that replies to a message I transmitted to Mr. Sathy on the preceding day which is also included in the Exhibit. 5. Exhibit No. 2 attached hereto is a true and correct copy of a message I received

from Todd Schwartz on the date indicated thereon that replies to a message I transmitted to Mr. Schwartz on the same date which is also included in the Exhibit. 6. Exhibit No. 3 attached hereto is a true and correct copy of a message I received

from Todd Schwartz on the date indicated thereon with additional messages exchanged on the same date. Conclusion Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing statements are true and correct. Dated: August 28, 2010 New York, New York By: /s/ John D. Penn NAME: JOHN D. PENN

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EXHIBIT NO. 1

Penn, John D.
From: Sent: To: Cc: Anup Sathy [asathy@kirkland.com] Friday, August 13, 2010 12:09 PM Penn, John D. anup.sathy@kirkland.com; Mittman, Lawrence; Parkins, Lenard M.; Elmore, Mark; Todd Schwartz

Subject: Re: Motion to Assume Troy Michigan Franchise Agreement Confirmed. Todd Schwartz (copied) will be handling this matter for us. Anup Anup Sathy, P.C. | Kirkland & Ellis LLP 300 N. LaSalle |Chicago, IL 60654 |(312) 862-2046 DIRECT |(312) 862-2200 FAX

IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein.

"Penn, John D." <John.Penn@haynesboone.com> 08/12/2010 08:13 PM

To

<anup.sathy@kirkland.com>

cc "Parkins, Lenard M." <Lenard.Parkins@haynesboone.com>, "Mittman, Lawrence" <Lawrence.Mittman@haynesboone.com>, "Elmore, Mark" <Mark.Elmore@haynesboone.com> Subject Motion to Assume Troy Michigan Franchise Agreement

Anup, Following up on our conversation in Court today regarding the Motion to Assume the Troy Central Franchise Agreement (Docket # 172). Specifically, the motion requests an order authorizing the Debtors to assume that certain Residence Inn by Marriott Relicensing Franchise Agreement between Debtor Grand Prix Grand Prix Floating Lessee LLC (Grand Prix Lessee) and Marriott International, Inc. (Marriott), dated June 29, 2007 (the Troy Central Franchise Agreement). Please confirm that, notwithstanding the language in the Motion and proposed order attached thereto that the Debtors are seeking only to have Grand Prix Floating Lessee LLC assume the Troy Central Franchise Agreement (rather than the "Debtors") and that should the Court grant the Motion that the order that is submitted will reflect that Grand Prix Floating Lessee LLC is the only Debtor assuming the Troy Central Franchise Agreement. Thanks in advance for your confirmation. jdp

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haynesboone
John D. Penn
Partner john.penn@haynesboone.com Haynes and Boone, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102-3126 (T) 817.347.6610 (F) 817.348.2300 vCard| Bio| Website

CIRCULAR 230 NOTICE: To ensure compliance with requirements imposed by U.S. Treasury Regulations, Haynes and Boone, LLP informs you that any U.S. tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

CONFIDENTIALITY NOTICE: This electronic mail transmission is confidential, may be privileged and should be read or retained only by the intended recipient. If you have received this transmission in error, please immediately notify the sender and delete it from your system.

*********************************************************** The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to postmaster@kirkland.com, and destroy this communication and all copies thereof, including all attachments. ***********************************************************

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EXHIBIT NO. 2

Penn, John D.
From: Sent: To: Cc: Todd Schwartz [tschwartz@kirkland.com] Thursday, August 26, 2010 10:44 AM Gottesman, Lawrence P. Anup Sathy; Carren Shulman; DNeff@perkinscoie.com; Penn, John D.; Mittman, Lawrence; Parkins, Lenard M.; Elmore, Mark; MFink@KilpatrickStockton.com; Phillip Wang

Subject: RE: Innkeepers - Troy Central All, We'll make it clear that the floating pool will be responsible for the costs associated with this settlement and circulate a revised order. Thanks, Todd

Todd M. Schwartz | Kirkland & Ellis LLP 300 N. LaSalle | Chicago, IL 60654 P: (312) 862-7355 | C: (217) 493-7536 | F: (312) 862-2200 todd.schwartz@kirkland.com ******************************************************* The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to postmaster@kirkland.com, and destroy this communication and all copies thereof, including all attachments. ******************************************************* IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein.
"Gottesman, Lawrence P." <Lawrence.Gottesman@bryancave.com> 08/26/2010 10:37 AM To "'Penn, John D.'" <John.Penn@haynesboone.com>, Anup Sathy <asathy@kirkland.com>, Carren Shulman <cshulman@sheppardmullin.com>, Todd Schwartz <tschwartz@kirkland.com> cc "Mittman, Lawrence" <Lawrence.Mittman@haynesboone.com>, "Parkins, Lenard M." <Lenard.Parkins@haynesboone.com>, "Elmore, Mark" <Mark.Elmore@haynesboone.com>, "DNeff@perkinscoie.com" <DNeff@perkinscoie.com>, "MFink@KilpatrickStockton.com" <MFink@KilpatrickStockton.com>, Phillip Wang <PWang@duanemorris.com> Subject RE: Innkeepers - Troy Central

LNR concurs in Midland's concerns and objections.

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From: Penn, John D. [mailto:John.Penn@haynesboone.com] Sent: Thursday, August 26, 2010 11:20 AM To: Anup Sathy; Carren Shulman; Todd Schwartz Cc: Mittman, Lawrence; Parkins, Lenard M.; Elmore, Mark; Gottesman, Lawrence P.; DNeff@perkinscoie.com; MFink@KilpatrickStockton.com; Phillip Wang Subject: Innkeepers - Troy Central

Anup will recall agreeing to provide that any order assuming the Troy Central location would provide that the assumption would be by that Debtor rather than by all Debtors. The same situation presents itself with the proposed Stipulation regarding the resolution of the Troy Central property. The Stipulation refers throughout to the Debtors, rather than the specific Debtor that is involved. This is particularly applicable to the provision regarding paying Marriott's legal fees. Midland objects to the Debtors in its pool being obligated to pay the litigation expense for something that involved only the Lehman Pool. Please confirm that the Stipulation will be revised to apply only to the Lehman Pool and forward that revised Stipulation today. With the objection deadline rapidly approaching, I hope we can address this issue before we have to file an objection. Thanks in advance for your continuing courtesies. jdp

haynesboone
John D. Penn
Partner john.penn@haynesboone.com Haynes and Boone, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102-3126 (T) 817.347.6610 (F) 817.348.2300 vCard| Bio| Website

CIRCULAR 230 NOTICE: To ensure compliance with requirements imposed by U.S. Treasury Regulations, Haynes and Boone, LLP informs you that any U.S. tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

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CONFIDENTIALITY NOTICE: This electronic mail transmission is confidential, may be privileged and should be read or retained only by the intended recipient. If you have received this transmission in error, please immediately notify the sender and delete it from your system.

This electronic message is from a law firm. It may contain confidential or privileged information. If you received this transmission in error, please reply to the sender to advise of the error and delete this transmission and any attachments. IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein. bcllp2010 *********************************************************** The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to postmaster@kirkland.com, and destroy this communication and all copies thereof, including all attachments. ***********************************************************

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EXHIBIT NO. 3

Penn, John D.
From: Sent: To: Cc: Todd Schwartz [tschwartz@kirkland.com] Thursday, August 26, 2010 4:22 PM Penn, John D. Anup Sathy; Carren Shulman; DNeff@perkinscoie.com; Gottesman, Lawrence P.; Mittman, Lawrence; Parkins, Lenard M.; Elmore, Mark; MFink@KilpatrickStockton.com; Phillip Wang; Gdula, Justin; michael.sage@dechert.com; Greer, Brian

Subject: RE: Innkeepers - Troy Central Understood John. We are trying to work with Lehman to resolve this issue.

Todd M. Schwartz | Kirkland & Ellis LLP 300 N. LaSalle | Chicago, IL 60654 P: (312) 862-7355 | C: (217) 493-7536 | F: (312) 862-2200 todd.schwartz@kirkland.com ******************************************************* The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to postmaster@kirkland.com, and destroy this communication and all copies thereof, including all attachments. ******************************************************* IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein.
"Penn, John D." <John.Penn@haynesboone.com> 08/26/2010 04:05 PM To "Todd Schwartz" <tschwartz@kirkland.com>, "Gottesman, Lawrence P." <Lawrence.Gottesman@bryancave.com> cc "Anup Sathy" <asathy@kirkland.com>, "Carren Shulman" <cshulman@sheppardmullin.com>, <DNeff@perkinscoie.com>, "Mittman, Lawrence" <Lawrence.Mittman@haynesboone.com>, "Parkins, Lenard M." <Lenard.Parkins@haynesboone.com>, "Elmore, Mark" <Mark.Elmore@haynesboone.com>, <MFink@KilpatrickStockton.com>, "Phillip Wang" <PWang@duanemorris.com> Subject RE: Innkeepers - Troy Central

Todd, As I understand, you are now withdrawing your message from earlier today that, "We'll make it clear that the floating pool will be responsible for the costs associated with this settlement and circulate a revised order." We disagree with the newly revised position. The litigation costs were incurred in a dispute

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over one hotel in the Lehman Pool. There is no allocation issue to discuss - it is a cost of the Lehman Pool. It is improper for Debtors with other hotels - including hotels that have no relationship with Marriott to assume a debt to Marriott. We'll prepare our objection accordingly and plan to attach to that Objection the confirmation from Anup that was described in my initial message below and note that we tried to resolve it without filing an objection but were unable to do so. If we are unable to get that filed before the tight deadline to object, we will also note that we were delayed in filing the Objection because of your original message this morning. jdp
From: Todd Schwartz [mailto:tschwartz@kirkland.com] Sent: Thursday, August 26, 2010 3:43 PM To: Gottesman, Lawrence P. Cc: Anup Sathy; Carren Shulman; DNeff@perkinscoie.com; Penn, John D.; Mittman, Lawrence; Parkins, Lenard M.; Elmore, Mark; MFink@KilpatrickStockton.com; Phillip Wang Subject: RE: Innkeepers - Troy Central John and Larry, While we understand your concerns, the Settlement Agreement arguably inures to the benefit of multiple parties. As such, we cannot agree to limiting language, but are happy to include a reservation of rights with respect to the allocation of fees and expenses arising under the agreement and hopefully you and Lehman can come to an understanding. I will circulate an order with our proposed reservation of rights shortly. Please give me a call if you have questions. Best, Todd Todd M. Schwartz | Kirkland & Ellis LLP 300 N. LaSalle | Chicago, IL 60654 P: (312) 862-7355 | C: (217) 493-7536 | F: (312) 862-2200 todd.schwartz@kirkland.com ******************************************************* The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to postmaster@kirkland.com, and destroy this communication and all copies thereof, including all attachments. ******************************************************* IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein.
"Gottesman, Lawrence P." <Lawrence.Gottesman@bryancave.com>

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08/26/2010 10:37 AM

To "'Penn, John D.'" <John.Penn@haynesboone.com>, Anup Sathy <asathy@kirkland.com>, Carren Shulman <cshulman@sheppardmullin.com>, Todd Schwartz <tschwartz@kirkland.com> cc "Mittman, Lawrence" <Lawrence.Mittman@haynesboone.com>, "Parkins, Lenard M." <Lenard.Parkins@haynesboone.com>, "Elmore, Mark" <Mark.Elmore@haynesboone.com>, "DNeff@perkinscoie.com" <DNeff@perkinscoie.com>, "MFink@KilpatrickStockton.com" <MFink@KilpatrickStockton.com>, Phillip Wang <PWang@duanemorris.com> Subject RE: Innkeepers - Troy Central

LNR concurs in Midland's concerns and objections.

From: Penn, John D. [mailto:John.Penn@haynesboone.com] Sent: Thursday, August 26, 2010 11:20 AM To: Anup Sathy; Carren Shulman; Todd Schwartz Cc: Mittman, Lawrence; Parkins, Lenard M.; Elmore, Mark; Gottesman, Lawrence P.; DNeff@perkinscoie.com; MFink@KilpatrickStockton.com; Phillip Wang Subject: Innkeepers - Troy Central

Anup will recall agreeing to provide that any order assuming the Troy Central location would provide that the assumption would be by that Debtor rather than by all Debtors. The same situation presents itself with the proposed Stipulation regarding the resolution of the Troy Central property. The Stipulation refers throughout to the Debtors, rather than the specific Debtor that is involved. This is particularly applicable to the provision regarding paying Marriott's legal fees. Midland objects to the Debtors in its pool being obligated to pay the litigation expense for something that involved only the Lehman Pool. Please confirm that the Stipulation will be revised to apply only to the Lehman Pool and forward that revised Stipulation today. With the objection deadline rapidly approaching, I hope we can address this issue before we have to file an objection. Thanks in advance for your continuing courtesies. jdp

haynesboone
John D. Penn
Partner john.penn@haynesboone.com Haynes and Boone, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102-3126 (T) 817.347.6610 (F) 817.348.2300 vCard| Bio| Website

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CIRCULAR 230 NOTICE: To ensure compliance with requirements imposed by U.S. Treasury Regulations, Haynes and Boone, LLP informs you that any U.S. tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

CONFIDENTIALITY NOTICE: This electronic mail transmission is confidential, may be privileged and should be read or retained only by the intended recipient. If you have received this transmission in error, please immediately notify the sender and delete it from your system.

This electronic message is from a law firm. It may contain confidential or privileged information. If you received this transmission in error, please reply to the sender to advise of the error and delete this transmission and any attachments. IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein. bcllp2010 *********************************************************** The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to postmaster@kirkland.com, and destroy this communication and all copies thereof, including all attachments. ***********************************************************

CIRCULAR 230 NOTICE: To ensure compliance with requirements imposed by U.S. Treasury Regulations, Haynes and Boone, LLP informs you that any U.S. tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

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CONFIDENTIALITY NOTICE: This electronic mail transmission is confidential, may be privileged and should be read or retained only by the intended recipient. If you have received this transmission in error, please immediately notify the sender and delete it from your system.

*********************************************************** The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to postmaster@kirkland.com, and destroy this communication and all copies thereof, including all attachments. ***********************************************************

8/28/2010