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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SUPPLEMENTAL DECLARATION OF WILLIAM Q. DERROUGH IN SUPPORT OF DEBTORS' APPLICATION FOR THE ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF MOELIS & COMPANY LLC AS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE I, William Q. Derrough, being duly sworn, hereby depose and say as follows: 1. I am over the age of 18 and competent to testify. I am a Managing Director of

Moelis & Company LLC ("Moelis"), resident in Moelis' New York office, located at 399 Park Avenue, 5th Floor, New York, New York 10022. At the request of the Office ofthe United States Trustee, I submit this Supplemental Declaration on behalf of Moelis in connection with the application ("Application") by Innkeepers USA Trust and certain of its subsidiaries and affiliates, as debtors and debtors-in-possession in the above-captioned chapter 11 cases (collectively, the "Debtors" and each, a "Debtor") for entry of an order authorizing the Debtors to retain and employ Moelis as their financial advisor and investment banker, nunc pro tunc to the Petition Date. 2. The facts set forth in this Supplemental Declaration are based upon my personal

knowledge, upon information and belief, or upon client matter records kept in the ordinary course of business that were reviewed by me or other employees of Moelis under my supervision and direction.

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In my initial declaration dated July 16, 2010 (the "Initial Declaration"), 1 I stated

that Moelis has been engaged in previous matters in which Apollo Investment Corporation or one or more affiliates thereof ("Apollo") was a member of a client group or was an interested party. While it is engaged by the Debtors in these chapter 11 cases, Moelis will not provide services to Apollo on matters relating to the Debtors or these chapter 11 cases. In addition, during the time in which Moelis is engaged by the Debtors in these chapter 11 cases, if Moelis is engaged by Apollo in a matter unrelated to the Debtors and these chapter 11 cases and any primary member of the Moelis professional team advising the Debtors becomes a primary member of the Moelis professional team advising Apollo on such unrelated matter, Moelis will file a supplemental declaration with this Court. 4. I understand that none ofthe Potential Parties in Interest listed in Schedule 2 of

the Initial Declaration accounted for more than two percent of Moelis' s revenue during the 24month period prior to the Petition Date. 5. Moelis currently does not intend to use its affiliates or subsidiaries to provide

services to the Debtors in these chapter 11 cases; provided that Moelis may consult and use for activities outside the U.S. employees of its sister investment banking affiliates in other jurisdictions. If Moelis does decide in the future to use its affiliates or subsidiaries to provide services to the Debtors in these chapter 11 cases except as described in the foregoing sentence, Moelis will file a supplemental declaration with this Court.

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Initial Declaration.

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Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury under the laws of

the United States of America that the foregoing is true and correct to the best of my knowledge, information, and belief.

Dated this

day of August, 2010.

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