HAYNES 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

NOTICE OF SUBSTITUTION OF THE GREENSPAN DECLARATION [DOCKET #479] WITH THE DECLARATION OF CHRIS DOCHAT IN SUPPORT OF (1) MIDLAND LOAN SERVICES, INC.S OBJECTION TO THE APPLICATION PURSUANT TO SECTIONS 327(a), 328(a), AND 1103 OF THE BANKRUPTCY CODE AUTHORIZING THE RETENTION AND EMPLOYMENT OF JEFFERIES & COMPANY, INC. AS THE FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 30, 2010 AND (2) OBJECTION BY MIDLAND LOAN SERVICES, INC. TO THE MOTION OF AD HOC COMMITTEE OF PREFERRED SHAREHOLDERS FOR ORDER DIRECTING APPOINTMENT OF STATUTORY COMMITTEE OF PREFERRED SHAREHOLDERS PURSUANT TO BANKRUPTCY CODE SECTION 1102(a)(2) TO THE HONORABLE UNITED STATES BANKRUPTCY COURT: PLEASE TAKE NOTICE that Midland Loan Services, Inc. has filed the Declaration of Chris Dochat in Support of (1) Midland Loan Services Inc.s Objection to the Application Pursuant to Sections 327(a), 328(a) and 1103 of the Bankruptcy Code Authorizing the Retention and Employment of Jefferies & Company, Inc. as the Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 30, 2010 and (2)
Notice of Substitution

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D-1895674

Objection by Midland Loan Services, Inc. to the Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) (the Dochat Declaration) attached hereto as Exhibit A thereby substituting the prior Greenspan Declaration [Docket #479] filed on September 23, 2010 with the Dochat Declaration. With the exception of the information

identifying the witness, the substance of the testimony contained in the Dochat Declaration remains unchanged from the Greenspan Declaration. Respectfully submitted this 27th day of September, 2010. /s/ John Penn 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) Mark Elmore (admitted pro hac vice) ATTORNEYS FOR MIDLAND LOAN SERVICES, INC.

Notice of Substitution

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D-1895674

HAYNES 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

DECLARATION OF CHRIS DOCHAT IN SUPPORT OF (1) MIDLAND LOAN SERVICES, INC.S OBJECTION TO THE APPLICATION PURSUANT TO SECTIONS 327(a), 328(a), AND 1103 OF THE BANKRUPTCY CODE AUTHORIZING THE RETENTION AND EMPLOYMENT OF JEFFERIES & COMPANY, INC. AS THE FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 30, 2010 AND (2) OBJECTION BY MIDLAND LOAN SERVICES, INC. TO THE MOTION OF AD HOC COMMITTEE OF PREFERRED SHAREHOLDERS FOR ORDER DIRECTING APPOINTMENT OF STATUTORY COMMITTEE OF PREFERRED SHAREHOLDERS PURSUANT TO BANKRUPTCY CODE SECTION 1102(a)(2) I, Chris Dochat, declare as follows: 1. I am an independent contractor with the Corporate Finance and Restructuring

practice of FTI Consulting, Inc. (FTI). I have been a member of the FTI team on the Innkeepers engagement since its inception and been the primary direct contact between the Debtors personnel and the FTI team on the engagement. I have personal knowledge of the information contained herein.

Declaration of Chris Dochat D-1895515

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2.

I relied upon the following in making this Declaration: (a) The Debtors

Schedules of Assets and Liabilities and (b) supplemental information provided by the Debtors as described herein. 3. Based on the information provided by the Debtors in the Schedules of Assets and

Liabilities filed in these cases as well as supplemental information provided to financial advisors, the current estimate of the amount of allowable general unsecured trade debt owed by the Debtors appears to be approximately $6.6 million. This amount does not account for the reductions that are likely to occur as a result of allowed claims for reclamation or administrative expense claims under 11 U.S.C. 503(b)(9), which will reduce the amount even further. This estimate also does not include potential deficiency claims from secured creditor Representatives (as described in the Final Cash Collateral Order entered in these cases) that are represented by their own counsel. 4. The Official Committee of Unsecured Creditors (the Creditors Committee) has

employed Morrison & Foerster LLP on an hourly rate basis. The Debtors current cash forecasts required to be provided pursuant to the Final Cash Collateral Order estimate that the Creditors Committee will incur legal fees at the rate of $200,000 per month. This indicates a six month cost of $1.2 million. The proposed fees that would be incurred by Jefferies in the first six months of its engagement by the Creditors Committee (should its application be granted and a transaction as defined in the Application occur during that period) would include fees of $125,000 per month and a $750,000 transaction fee for a total of $1.5 million.

Declaration of Chris Dochat

5.

The Debtors ' projected cash flows estimate that professional fees (excluding any

applicable "success" or "transaction' fees) incurred through November 2010 by the Debtors and Creditors Committee will exceed $9.87 million.' I declare, under penalty of perjury pursuant to 28 U.S.C. 1746, that the foregoing is true and correct. Executed this 27th day of September, 2010 at Lancaster, Pennsylvania.

Kirkland & Ellis ($5 .725 million), Alix Partners ($2 .025 million), Moelis ($0.77 million), Morrison & Foerster ($0.9 million) and Jefferies ($0.45 million).

Declaration of Chris Doc hat