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.
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Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

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DECLARATION OF RONALD F. GREENSPAN 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, Ronald F. Greenspan, declare as follows: 1. I am a Senior Managing Director in the Corporate Finance and Restructuring

practice of FTI Consulting, Inc. ("FTI"). I lead our national Real Estate Restructuring Group. Several of my Declarations have already been submitted in these cases, 1 and information regarding information I relied upon, my experience, my prior testimony, my prior articles, and my compensation is incorporated by reference herein. Additionally, I relied upon the following
1

Docket Nos. 37,259, 320, 371, and 372.

Declaration of Ronald F. Greenspan

Pagel of3

m making this Declaration: (a) The Debtors' Schedules of Assets and Liabilities and (b) supplemental information provided by the Debtors as described herein. 2. 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. 3. The Official Committee ofUnsecured 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. 4. The Debtors' projected cash flows estimate that professional fees (excluding any

applicable "success" or "transaction" fees) incurred through November 201 0 by the Debtors and Creditors Committee will exceed $9.87 million?

Kirkland & Ellis ($5.725 million), Alix Partners ($2.025 million), Moelis ($0.77 million), Morrison & Foerster ($0.9 million) and Jefferies ($0.45 million).

I declare, under penalty of perjury pursuant to 28 U.S.C. 1746, that the foregoing is true and correct. Executed this 23rd day of September, 2010 at Los Angeles, California.