OcHAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, NY 10020 Telephone: (212)

659-7300 Facsimile: (212) 918-8989 Lenard M. Parkins (NY Bar #4579124) John D. Penn (NY Bar # 4847208) 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 RESERVATION OF RIGHTS WITH RESPECT TO THE MONTHLY APPLICATION OF KIRKLAND & ELLIS LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM OCTOBER 1, 2010 THROUGH OCTOBER 31, 2010 Midland Loan Services, Inc. (Midland),1 hereby files its Reservation of Rights With Respect to the Monthly Application of Kirkland & Ellis, LLP (K&E) for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors In Possession for the Period from October 1, 2010 through October 31, 2010 (the Fee Request) and respectfully represents:

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.
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BACKGROUND 1. On August 12, 2010, the Court entered its Order Authorizing the Establishment of

Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the Fee Procedures Order). Pursuant to the Fee Procedures Order, Notice Parties must file objections to the Fee Request or before December 20, 2010, which is at least twenty (20) days after service of the monthly fee request.2 2. On November 24, 2010, K&E filed the Fee Request seeking approval of

$526,008.00 in fees and $33,544.25 in expenses, and corresponding payment of 80% of the fees and 100% of the expenses [Docket No. 733]. RESERVATION OF RIGHTS 3. The Fee Procedures Order included a provision for a 20% holdback of fees

charged by professionals paid from the Debtors estates. At this time, the holdback appears to be adequate to address issues that might arise in an objection to a future interim or final fee application to be submitted under 11 U.S.C. 330 or 331. 4. Midland objects to paying K&E more than 80% of the fees described in the Fee

Request before they have been reviewed and approved after notice and a hearing on such interim or final fee applications. In doing so, Midland specifically reserves its right to assert objections to fees or expenses (or both) listed on the Fee Request. Local Rule 9013-1(a) 5. This pleading includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this

Midland is a Notice Party under the Fee Procedures Order.

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pleading. Accordingly, Midland submits that this pleading satisfies Local Bankruptcy Rule 9013-1(a).

Dated:

December 20, 2010 New York, New York

HAYNES AND BOONE, LLP

/s/ John Penn Lenard M. Parkins (NY Bar #4579124) Mark Elmore (admitted pro hac vice) 1221 Avenue of the Americas, 26th Floor New York, NY 10020-1007 Telephone No.: (212) 659-7300 Facsimile No.: (212) 884-8211 - and John D. Penn, Esq. (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, INC.

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