UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

IN RE: INNKEEPERS USA TRUST, Debtors. et al.,

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

Hearing: May 24, 2011 at 11:00 am

Response of Dallas County and Tarrant County to Debtors Fourth Omnibus Objection to Claims

To the Honorable Court: Now come Dallas County and Tarrant County (jointly the Tax Authorities) and respond to the Debtors objections to their claims, claim nos 1768, 1769, 1770, and 1767. In support of their response, they would show the Court as follows: 1. The Tax Authorities have each filed claims in this case for unpaid ad valorem taxes assessed on personal property of the Debtors. The Debtors seek to have the claims Reclassified, Adusted or Reduced (as these terms are defined in the Objection). The Tax Authorities have no objection to their claims being Reclassified so as to be asserted against a different Debtor. However, there is no justification for Adjusting their claims from Secured to Priority or for Reducing the amount of the tax claims. The Tax Authorities object to the Adjustment or Reduction of their claims. 2. The priority of the tax claims and related liens is determined under applicable nonbankruptcy law. 11 U.S.C. 506; Butner v. U.S., 440 U.S. 48, 55 (1979). The tax lien takes

priority over the claim of any holder of a lien on property encumbered by the tax lien, whether or not the debt or lien existed before the attachment of the tax lien. See Texas Property tax Code 32.05 (b); See also Central Appraisal District of Taylor County v. Dixie-Rose Jewels, Inc., 894 S.W. 2d 841 (Tex. App. 1995) (banks foreclosure of its purchase money lien on personal property did not defeat or destroy the taxing units statutory tax lien). The tax lien arises on

January 1 of each tax year and floats to after acquired property. See City of Dallas v. Cornerstone Bank, 879 S.W. 2d 264 (Tex. App. - Dallas 1994). The tax lien is a lien in solido and is a lien on all personal property of the Debtor. See In re Universal Seismic Associates, Inc., 288 F.3d 205 (5th Cir. 2002). The tax lien is also unavoidable. See In re: Winns, 177 B.R. 253 (Bankr. W.D. Tex. 1995). 3. Dallas Countys claim no. 1768 was filed as a secured claim in the amount of $123,878.81. This claim was recently amended in amount to $67,384.63. The Debtors give no basis for reducing the claim amount to $18,192.14 or for changing the status from secured to priority. The Debtors failure to keep accurate books and records or to understand the Texas tax laws concerning tax liens is not sufficient cause to disallow the claim as filed. Absent a legal

or factual basis sufficient under 11 U.S.C. 502(b), the claim should be allowed as amended. 4. Dallas Countys claim no. 1769 was filed as a secured claim in the amount of $206,935.56 and was recently amended in amount to $112,563.85. The Debtors seek to change the amount to $67,384.62 and to change the status from secured to priority. For the reasons previously stated, there is no factual or legal basis for this objection, it should be overruled, and the claim should be allowed as amended. 5. Dallas Countys claim no 1770 was filed as a secured claim in the amount of $101,210.07 and was recently amended in amount to $55,053.83. The Debtors seek to change

the amount to $8,897.59 and to change the claim status from secured to priority. This objection is without merit, should be denied, and the claim allowed as amended. 6. Tarrant Countys claim no. 1767 was filed as a secured claim in the amount of $92,371.85. The Debtors seek to amend this claim to $14,928.79. According to the Tarrant County Tax Office website http://taxoffice.tarrantcounty.com/AccountSearch.asp, the amount now owed on this account as of the petition date is $104,380.19. There is no basis for the Debtors objection and it should be overruled and the claim allowed.1 Wherefore, based upon the foregoing, the Tax Authorities request the Court to enter an Order overruling the Debtors objections and allowing their claims as amended.

Respectfully submitted this 17th day of May, 2011. LINEBARGER GOGGAN BLAIR & SAMPSON, LLP BY: /s/ Elizabeth Weller Elizabeth Weller (Tex. Bar No. 00785514) 2323 Bryan St. #1600 Dallas, TX 75201 469/221-5075 Phone 469/221-5003 Fax Email: bethw@publicans.com Attorneys For Dallas County and Tarrant County

This claim originally did not include the taxes owed Arlington ISD and the amount of $104,380.19 includes the taxes owed to Arlington ISD. Arlington ISD was previously represented by separate counsel and may have filed its own claim for these taxes.

Certificate of Service I hereby certify that this 17th day of May, 2011, I caused a true and exact copy of the foregoing to be served via the Courts electronic noticing system upon all parties thereto, and upon counsel for the Debtors, James SprayRegen and Anup Sathy, via electronic mail at james.sprayregen@kirkland.com and anup.sathy@kirkland.com

/s/ Elizabeth Weller Elizabeth Weller