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

OBJECTION OF MIDLAND LOAN SERVICES TO THE MOTION OF BEST WESTERN INTERNATIONAL, INC. FOR ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503 Midland Loan Services, a division of PNC Bank, N.A. (Midland)1 hereby files this Objection of Midland Loan Services (the Objection) to the Motion of Best Western International, Inc. for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C. 503 (the Motion),2 and in support hereof, respectfully states as follows:

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.
2

Docket No. 1198.

1

D-1960804

Background 1. On May 6, 2011, Best Western International, Inc. (Best Western) filed the

Motion. In the Motion, Best Western requests an administrative expense claim in the amount of $85,352.21 (the Best Western Claim) based on an amount due and owing under a membership agreement to which Best Western and Grand Prix Floating Lessee, LLC (the Floating Rate Lessee) were parties. 2. The Motion requests that the Court grant the relief requested by entering an order

substantially in the form attached to the Motion as Exhibit B (the Proposed Order). The Proposed Order makes no mention of which debtor or debtors would be liable for any administrative claim that might be allowed. 3. The above-captioned cases (the Cases) of the above-captioned debtors (the

Debtors) have not been substantively consolidated. Section V.E.1 of the Disclosure Statement For Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code3 expressly states that [t]he Plan does not contemplated substantive consolidation of any of the Debtors. Objection 4. Midland objects to the Motion to the extent that it seeks administrative priority for

the Best Western Claim against any debtor other than the debtor that contracted with Best Western. The debtors that own or operate the Midland Properties are not obligated to Best Western and there is no basis to impose an administrative expense claim against those debtors and their bankruptcy estates. 5. The Best Western Claim relates to a specific, individual property and the Floating

Rate Lessee. Any order allowing a claim in favor of Best Western must identify the specific

Docket No. 1208.

D-1960804

debtor(s) liable therefore. The Best Western Claim can only be allowed against debtors that have a written agreement with Best Western, and certainly not the debtors that own or operate the Midland Properties. Local Rule 9013-1(a) 6. This pleading includes citations to the applicable rules and statutory authorities

upon which relief requested herein is predicated and a discussion of their application to this pleading. Accordingly, Midland submits that this pleading satisfies Local Bankruptcy Rule 9013-1(a). WHEREFORE, Midland respectfully requests that the Court enter an order denying the Motion. Dated: May 19, 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.

D-1960804