Hearing Date: June 7, 2011 at 2:00 p.m. (EST) Objection Deadline: May 27, 2011 at 4:00 p.m.

(EST)

MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

Inre INNKEEPERS USA TRUST, et al.,

Debtors. __________________________ )

) ) Chapter 11 ) ) Case No. 10-13800 (SCC) ) ) JointlyAdministmd ) )

NOTICE OF SECOND INTERIM APPLICATION OF MORRISON & FOERSTER LLP AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD DECEMBER 1, 2010 THROUGH MARCH 31, 2011

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This is a(n):

monthly _x interim

final application.

Name of Applicant: Authorized to provide professional services to:

Morrison & Foerster LLP ("Applicant") Official Committee of Unsecured Creditors (the "Committee")

Date of Retention: Period for which Compensation and Reimbursement are sought:

July 28, 2010 December I, 2010throughMarch31, 2011 (the "Application Period")

Amount of Compensation Sought as Actual, Reasonable, and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary:

$744,584.00

$38,624.22

PLEASE TAKE NOTICE THAT you can receive a copy of the Interim Application of Morrison & Foerster LLP for the Period December 1, 2010 to March 31, 2011 (the "Interim Application") by: (i) accessing the website maintained by Omni Management Group, LLC ("Omni"), at www.omnimgt.com/innkeepers; (ii) contacting Omni directly at Innkeepers Hospitality c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436; or (iii) accessing the PACER system on the Court's website at www.nysb.uscourts.gov for a nominal fee.

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Summary of Monthly Applications for Interim Period:

4/6/2011 5/5/201!

Summary of Any Objections to Monthly Applications:

Services, a division ofPNC Bank, N.A. ("Midland")

olJiects to the payment of fees from Midland's cash collateral that are in excess of the $150,000.00 Lien 1 Review
lVH<"><utu

PLEASE TAKE FURTHER NOTICE that, pursuant to the Court's Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members, dated August 12,2010 [Docket No.189] (the "Interim Compensation Order"), objections, if any, to the Interim Application must be filed with
Midland did not provide the specific dollar amount of fees it is objecting to, but rather generally referenced the fees for the categories oftime entitled "Lease/Real Estate Analysis," "2007 Transaction Investigation" and "Prepetition Loan Review." 2 Midland does not appear to object to the payment of the requested fees to Morrison & Foerster, but rather objects to payment offees in excess of the $150,000 Lien Review Cap (defmed below) from Midland's Cash CollateraL 3 Midland does not appear to object to the payment of the requested fees to Morrison & Foerster, but rather objects to payment of fees in excess of the $150,000 Lien Review Cap (defmed below) from Midland's Cash CollateraL
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the Court and served on the Applicant at the address set forth below and the Notice Parties (as such term is defined in the Interim Compensation Order) so as to be actually received by 4:00

p.m. prevailing Eastern Time on May 27, 2011. If no objections to the Interim Application are
timely filed, the Court may enter an order granting the Interim Application without a hearing.

Dated: May 13, 2011

Is/ Lorenzo Marinuzzi MORRISON & FOERSTER LLP Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Counsel for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et a!.

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Hearing Date: June 7, 2011 at 2:00p.m. (EST) Objection Deadline: May 27, 2011 at 4:00 p.m. (EST)

UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re INNKEEPERS USA TRUST, et al.,
) ) ) ) ) ) ) )

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

Debtors. __________________________ ) SECOND INTERIM APPLICATION OF MORRISON & FOERSTER LLP AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR

For its Second Interim Application for Compensation and Reimbursement of Expenses (the "Application") for the period December I, 2010 through March 31, 2011 (the "Application Period") Morrison & Foerster LLP ("Applicant"), Counsel to the Official Committee of Unsecured Creditors (the "Committee") oflnnkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter II cases, as debtors and debtors in possession (collectively, the "Debtors"), respectfully represents as follows: JURISDICTION, VENUE AND STATUTORY PREDICATES
1.

This Court has jurisdiction over this Application pursuant to 28 U.S.C. !57 and

1334. This matter is a core proceeding within the meaning of28 U.S.C. 157(b)(2). Venue of this proceeding and this Application in this District is proper pursuant to 28 U.S.C. 1408 and 1409. 2. The statutory bases for the relief requested herein are Sections 330, 331, and II 03

of title 11, United States Code, 11 U.S.C. 101-1532, as amended (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule

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2016-1 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (the "Local Rules"). This Application has been prepared in accordance with (i) Administrative Order M-389, Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases (the "Local Guidelines"), (ii) the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 effective January 30, 1996 (the "UST Guidelines" and, together with the Local Guidelines, the "Guidelines"); and (iii) the Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No. 189] (the "Interim Compensation Order"). Pursuant to the Local Guidelines, a certification regarding compliance with the Local Guidelines is attached hereto as Exhibit A.

BACKGROUND
A. The Chapter 11 Cases
3. On Juiy 19,2010 (the "Petition Date"), each of the Debtors filed with the Court a

voluntary petition for relief under Chapter 11 of the Bankruptcy Code, commencing the above captioned Chapter 11 cases. 4. Pursuant to an order of this Court dated July 20,2010, the Debtors' Chapter 11

cases are being jointly administered [Docket No. 51]. 5. The Debtors continue to operate their businesses and manage their properties as

debtors-in-possession pursuant to sections 11 07(a) and 1108 of the Bankruptcy Code. On July 28,2010, the United States Trustee for the Southern District of New York (the "United States

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Trustee") appointed the five (5) member Committee pursuant to section 1102(a)(l) of the Bankruptcy Code [Docket No. 82]. 1 6. On August 4, 20 I 0, the Committee selected The Eric Ryan Corporation and JMC

Global as its Co-Chairpersons. 7. No trustee has been requested or appointed in the Debtors' Chapter II cases. On

August 11, 20 I 0, an Ad Hoc Committee of Preferred Shareholders filed a motion seeking appointment of an examiner (the "Examiner Motion") [Docket No. 179], which was denied for the reasons set forth in the Court's order dated October 19, 2010 [Docket No. 583].

8. 9.

On July 28,2010, the Committee selected Applicant to serve as its counsel. Pursuant to an order entered on September I, 2010 (the "Retention Order"), this

Court authorized the employment of Applicant as counsel to the Committee effective as of July 28,2010 [Docket No. 376] .
.I 0.

On August 12, 2010, the Court entered the Interim Compensation Order, under

which Applicant and the Committee's other retained professionals are authorized to file and submit monthly fee applications to the Debtors and their counsel, counsel to Midland Loan Services, a division ofPNC Bank, N.A. ("Midland"), counsel to Certain Prepetition Lenders (as defined therein), and the United States Trustee (collectively, the "Notice Parties"). 11. Pursuant to the Cash Collateral Order,2 there is a $150,000 aggregate cap on the

fees Applicant can be paid from Cash Collateral 3 with respect to certain types of investigations

The Committee members are: (i) JMC Global; (ii) PDQ Consulting, Inc.; (iii) Triangle Renovations USA; (iv) American Hotel Register Company; and (v) The Eric Ryan Corporation. 2 The "Cash Collateral Order" refers to the Final Order Authorizing the Debtors to (i) Use the Adequate Protection Parties' Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to ll U.S.C. 361, 362, and 363 entered on September 2, 2010 [Docket No. 402].

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(the "Lien Review Cap"). Specifically, the Cash Collateral Order provides that Cash Collateral "may be used by the Committee to investigate the Loan Obligations and the Prepetition Collateral and/or a potential Challenge; provided that no more than $150,000 in the aggregate may be spent from Cash Collateral on such investigations." 4 See Cash Collateral Order~ 12. 12. On January 28,2011, Applicant served its fifth monthly fee application covering

the period from December 1, 2010 through December 31, 2010 (the "Fifth Monthly Fee Application") on the Notice Parties. On March 4, 2011, Applicant served its sixth monthly fee application covering the period from January 1, 2011 through January 31,2011 (the "Sixth Monthly Fee Application") on the Notice Parties. On April6, 2011, Applicant served its seventh monthly fee application covering the period from February 1, 2011 through February 28, 2011 (the "Seventh Monthly Fee Application") on the Notice Parties. On May 5, 2011, Applicant served its eighth monthly fee application covering the period from March 1, 2011 through March 31, 2011 5 (the "Eighth Monthly Fee Application," and together with the Fifth Monthly Fee Application, the Sixth Monthly Fee Application and the Seventh Monthly Fee Application, the "Monthly Fee Applications") on the Notice Parties.

(continued ... )
3

"Cash Collateral" generally includes the Fixed Rate Cash Collateral, the Floating Rate Cash Collateral, the Anaheim Cash Collateral, the Capmark Cash Collateral, the Merrill San Antonio Cash Collateral, the Merrill Tysons Comer Cash Collateral, and the Merrill Washington D.C. Cash Collateral. See Cash Collateral Order at 20. 4 The "Loan Obligations" generally include the Fixed Rate Obligations, the Floating Rate Obligations, the Anaheim Loan Obligations, the applicable Capmark Loan Obligations, and the applicable Merrill Loan Obligations. See Cash Collateral Order at 21. The "Prepetition Collateral" generally includes the Fixed Rate Collateral, the Floating Rate Collateral, the Anaheim Collateral, the Capmark Collateral, the Merrill San Antonio Collateral, the Merrill Tysons Comer Collateral, and Merrill Washington D.C. Collateral. See Cash Collateral Order at 20. A "Challenge" refers to the Committee's right to challenge the validity, enforceability, priority and avoidability of any liens or security interests of Adequate Protection Parties (as defined below) against the Debtors' assets, or to assert any other claims or causes of action against the Adequate Protection Parties. See Cash Collateral order 1[13. 5 The time for the Notice Parties to respond to the Eighth Monthly Fee Application has not yet expired. Applicant reserves the right to address any such objections in a supplemental filing.

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13.

For the convenience of this Court and all parties in interest, attached hereto as

Exhibit B is a schedule of the total amount of fees incurred under each of Applicant's internal task codes during the Application Period. 14. To date, Applicant has not received any payment for services rendered or

expenses incurred during the Application Period. 15. Applicant maintains computerized records of the time expended in the rendering

of the professional services required by the Committee. These records are maintained in the ordinary course of Applicant's practice. For the convenience of this Court and all parties in interest, attached hereto as Exhibit Cis a billing summary for the Application Period, setting forth the name of each attorney and paraprofessional who rendered services during the Application Period, each attorney's year of bar admission and area of practice concentration, the aggregate time expended by each attorney and each paraprofessional, the hourly billing rate for each attorney and each paraprofessional at Applicant's current billing rates and the individual amounts requested for each professional. The compensation requested by Applicant is based on the customary compensation charged by comparably skilled practitioners in other similar cases under the Bankruptcy Code. 16. Applicant also maintains computerized records of all expenses incurred in

connection with the performance of professional services. A summary of the amounts and categories of expenses for which reimbursement is sought is attached hereto as Exhibit D. 17. Copies of Applicant's computerized records of fees and expenses in the format

specified by the Guidelines have been filed with this Court and served on the Notice Parties with each of the Monthly Fee Applications. They will be made available to any party-in-interest requesting copies thereof.

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18.

There is no agreement or understanding between Applicant and any other person,

other than partners of the firm, for the sharing of compensation to be received for services rendered in these Chapter 11 cases. 19. The Monthly Fee Applications submitted by Applicant are subject to a 20%

holdback (as is customary in this district) imposed by the Court on the allowance of the fees requested by Applicant in the aggregate amount of$148,916.80. Applicant respectfully requests, in connection with the relief requested herein, that the Court allow the holdback amounts, in addition to other amounts owed, on an interim basis pursuant to sections 330 and 331 of the Bankruptcy Code and authorize the Debtors to satisfy such amounts.

C.

Objections to Applicant's Monthly Fee Applications

20. On February 18, 2011, Midland filed an objection (the "First Midland Objection")

to the Fifth Monthly Fee Application [Docket No. 936], asserting that (i) the Applicant has exceeded the Lien Review Cap; and (ii) the Midland Debtors 6 should not be required to fund the payment of fees in excess of$150,000 from Midland's Cash Collateral for (a) Applicant's task code pertaining to the analysis of the Debtors' leases and real estate ("Task Code 17/R.E."); (b) Applicant's task code pertaining to the investigation into the 2007 transaction ("Task Code 22/2007 Trans.") and (c) Applicant's task code pertaining to the review ofprepetition liens on the Debtors' assets ("Task Code 23/Lien Review" and together with Task Code 17/R.E. and Task Code 22/2007 Trans., the "Task Codes"), which, according to Midland, are all subject to the Lien Review Cap.

The "Midland Debtors" are those debtors that are obligors under that certain secured loan in the amount of not less than $825,402,542 plus interest, costs and fees (the "Fixed Rate Mortgage Loan"), for which Midland is the special servicer pursuant to the Pooling and Servicing Agreement dated as of August 13, 2007.

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21.

On March 18, 2011, Midland filed an objection to Applicant's Sixth Monthly Fee

Application (the "Second Midland Objection") [Docket No. 1030] again asserting an objection to payment from its Cash Collateral of fees in excess of the $150,000 limit and alleging that all services rendered under the Task Codes are subject to this limitation. The Second Midland Objection objected to the payment of approximately $125,570.00 in fees, which is comprised of the following amounts: (i) $609.00 charged in connection with Task Code 17/R.E.; (ii) $122,713.50 charged in connection with Task Code 22/2007 Trans.; and (iii) $2,247.50 charged in connection with Task Code 23/Lien Review. 22. On April29, 2011, Midland filed an objection to Applicant's Seventh Monthly

Fee Application (the "Third Midland Objection" and together with the Second Midland Objection and the First Midland Objection, the "Midland Objections") [Docket No. 1163]. The Third Midland Objection contested $25,149.00 of Applicant's fees related to Task Code 22/2007 Trans. Specifically, Midland contends that all services under Task Code 22/2007 Trans. are subject to the Lien Review Cap, which it alleges has already been exceeded by Applicant. As a result, Midland asserts that it should not be required to pay fees in excess of$150,000 from Midland's Cash Collateral. 23. Applicant will continue to make an effort to resolve these pending objections in

good faith with Midland. 7

In the event that the Applicant is unable to consensually resolve the Midland Objections, the Applicant incorporates by reference its responses to Midland's Task Codes objections as set forth in the First Interim Application of Morrison & Foerster LLP as Counsel for the Official Committee of Unsecured Creditors for Compensation and Reimbursement of Expenses Incurred for the Period July 28, 2010 through November 30, 2010 [Docket No. 825].

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DESCRIPTION OF SERVICES AND EXPENSES AND RELIEF REOUESTED

24.

In general, Applicant has represented the Committee in all aspects of the Debtors'

bankruptcy proceedings, including, without limitation, the following: (a) (b) assisting and advising the Committee in its consultation with the Debtors relative to the administration of these cases; attending meetings and negotiating with the representatives of the Debtors; assisting and advising the Committee in its examination and analysis of the conduct of the Debtors' affairs; assisting the Committee in the review, analysis and negotiation of any potential plan( s) of reorganization that may be filed; taking all necessary action to protect and preserve the interests of the Committee, including (i) possible prosecution of actions on its behalf, (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved; and (iii) if appropriate, review and analysis of claims filed against the Debtors' estates; generally preparing on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; appearing, as appropriate, before this Court and the United States Trustee, and protecting the interests of the Committee before this Court and before the United States Trustee; and performing all other necessary legal services in these cases.

(c) (d) (e)

(f)

(g)

(h) 25.

To provide an orderly and meaningful summary of the services rendered by

Applicant on behalf ofthe Committee during the Application Period, Applicant established, in accordance with the Guidelines and its internal billing procedures, separate task codes in connection with these chapter 11 cases. The following is a summary of the most significant professional services rendered by Applicant during the Application Period organized in accordance with Applicant's internal system of task codes:

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(a)

Asset Analysis and Recovery- 001.

Fees: $2,857.00; Total Hours: 5.9 This category includes the review and analysis of the Debtors' assets.
(b)

Asset Dispositions/Sales- 002.

Fees: $11,144.00; Total Hours: 14.1 This category includes matters related to the disposition or sale of the Debtors' assets, including reviewing the proposed sale process and marketing strategy for the Debtors' assets as well as the existing bid proposals for the Debtors' assets. (c) Business Operations and Advice- 003.

Fees: $10,682.00; Total Hours: 14.6 This category includes matters related to reviewing the Debtors' current and projected business operations, and providing the Committee with advice, including reviewing D&O insurance policies and the Debtors' monthly cash balances. (d) Case Administration- 004.

Fees: $9,879.50; Total Hours: 32.1 This category includes matters related to the general administration ofthe Debtors' cases on behalf of the Committee. This category also includes Applicant's monitoring of the docket and providing responsible attorneys with calendar and docket updates. (e) Claims Administration and Objections - 005.

Fees: $15,041.00; Total Hours: 22.3 This category includes matters related to the claims administration process, including reviewing claims analyses provided by both the Debtors' financial advisors and the Committee's

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financial advisors, reviewing motions related to the claims administration process and monitoring the status of filed claims. (f) Other Motions and Applications- 006.

Fees: $6,601.50; Total Hours: 13.6 This category includes matters related to the review and analysis of all motions and applications, other than fee and employment applications, with respect to the Debtors' cases. (g) Fee/Employment Applications- 007.

Fees: $55,656.00; Total Hours: 137.2 This category includes all matters related to the preparation of monthly and interim fee applications for Applicant and the Committee's other professionals. This category also includes matters related to the review and analysis of fee applications of other non-Committee professionals retained in connection with the Debtors' cases. (h) Fee/Employment Objections- 008.

Fees: $12,487.00; Total Hours: 21.0 This category includes time related to reviewing and attempting to resolve objections filed with respect to Applicant's fee applications. This category also includes matters related to the review and analysis of objections to the fee applications of other retained professionals in the Debtors' cases. (i) Financing - 009.

Fees: $12,396.00; Total Hours: 16.7 This category includes time spent negotiating and drafting stipulations extending the Committee's time to challenge any liens or security interests of the Adequate Protection Parties, or to assert any other claims or causes of action against any of the Adequate Protection Parties.

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G)

Meetings of Creditors- 010.

Fees: $21,351.00; Total Hours: 34.7 This category includes matters associated with Committee meetings. Applicant prepared for and conducted numerous telephonic meetingsofthe Committee to discuss the many motions and applications filed with the Court as well as any other matters of significance and importance to general unsecured creditors. Applicant prepared for and conducted telephonic meetings of the Committee held on the following dates: December 1, 2010, December 15, 2010, January 5, 2011, January 19, 2011, February 2, 2011, February 23,2011, March 3, 2011 and March 23, 2011. Each of these meetings required preparation by Applicant, including arranging scheduling and work distribution with other professionals and preparing agendas for all meetings. (k) Plan and Disclosure Statement- 011.

Fees: $286,379.50; Total Hours: 439.9 This category includes matters related to negotiating and reviewing the Debtors' proposed plan and disclosure statement. More specifically, this category includes, without limitation, time spent: (i) researching and preparing for plan discussions; (ii) meeting with the Debtors' professionals to discuss and negotiate proposed plan terms; (iii) engaging in discussions regarding the Debtors' proposed sale and plan process and stalking horse bidder; (iv) reviewing, analyzing and commenting on term sheets, commitment letters and bidding procedures, as well as revisions thereto; (v) researching and preparing a preliminary objection and formal objection regarding the Debtors' proposed bidding procedures; (vi) reviewing and analyzing objections to bidding procedures filed by other parties as well as the Debtors' omnibus reply; and (vii) participating in settlement negotiations with respect to the sale process. This category also

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includes time spent reviewing and responding to discovery requests, deposition notices and document demands, as well as preparing for and participating in depositions. (I) Relief from Stay Proceedings- 012.

Fees: $2,505.00; Total Hours: 4.2 This category includes matters related to motions seeking relief from the automatic stay. (m) Hearings- 013.

Fees: $28,281.50; Total Hours: 46.9 This category includes matters related to preparation for and attendance at hearings and status conferences, including attendance at the hearings or status conferences held on December 2, 2010, December 14,2010, December 15, 2010, December 16,2010, January 26,2011, March 10, 2011, March 11, 2011 and March 29, 2011. (n) Communication with Creditors- 016.

Fees: $17,281.50; Total Hours: 26.4 Applicant's activities under this category consisted primarily of correspondence with Committee members, general unsecured creditors and other parties-in-interest regarding the status of the Debtors' bankruptcy proceedings. (o) Lease I Real Estate Analysis - 017.

Fees: $609.00; Total Hours: .8 This category includes matters related to the review of the Debtors' motion regarding the rejection of certain leases and an analysis of potential damage claims resulting from such rejection.

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(p)

2007 Transaction Investigation - 022.

Fees: $229,556.50; Total Hours: 401.0 This category includes matters related to the review and analysis of, and research regarding, the 2007 Transaction by which Apollo became the majority shareholder of Innkeepers USA Trust. Applicant's diligence activities under this category included, among other things: (i) examining publicly filed documents; (ii) requesting supplemental documentation in connection with a Rule 2004 subpoena; (iii) analysis of several hundred thousand pages of documents; (iv) researching potential causes of action and related remedies stemming from the 2007 Transaction; (v) conferring with the Committee's financial advisors to assess potential causes of actions, and to analyze the documents in support thereof; (vi) researching and analyzing standing issues as well as drafting a standing motion and stipulation with respect to the Committee; and (vii) litigation planning. (q) Prepetition Lien Review- 023.

Fees: $21 ,876.50; Total Hours: 42.3 This category includes all matters related to the review and analysis of the validity, extent and priority of the prepetition liens against the Debtors' assets. Applicant's activities under this category include (i) reviewing and analyzing the Debtors' loan documents and all recordable documents related thereto for purposes of determining perfection, (ii) preparing summaries of the information discovered through Applicant's diligence review, (iii) drafting and revising a letter agreement with respect to unperfected liens and (iv) preparing complaints challenging the perfection of certain liens. 26. The foregoing general description of services rendered in specific areas is not

intended to be exhaustive of the scope of Applicant's activities on behalf of the Committee in

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this case. The time records submitted with the Monthly Fee Applications present more completely the work performed by Applicant in each billing category during the period covered by this Application. 27. Applicant believes that the services rendered during the period from December 1,

20 10 through March 31, 2011 on behalf of the Committee are reasonably worth the sum of $744,584.00, and Applicant requests the allowance of such sum. The blended hourly rate for all services rendered by Applicant during this period is $584.58. 28. Applicant further requests reimbursement of costs expended on behalf of the

Committee for the period December I, 2010 through March 31, 2011 in connection with this chapter 11 proceeding in the sum of$38,624.22, as set forth in Exhibit D. 8 29. Applicant therefore requests an order (i) approving interim compensation in the

sum of $744,584.00 and interim reimbursement of expenses in the sum of $38,624.22, (ii) directing prompt payment of all compensation and expenses not previously paid, and (iii) granting such other and further relief as may be just and proper. Dated: May 13, 2011 Respectfully submitted,

lsi Lorenzo Marinuzzi MORRISON & FOERSTER LLP Brett H. Miller .Lorenzo Marinuzzi Jordan A. Wishnew Counsel for the Official Committee of Unsecured Creditors ofInnkeepers USA Trust, et al.
8

The rates charged for such expenses are equivalent to what Applicant normally bills to its non-bankruptcy clients, and are calculated to compensate Applicant for only the actual cost of the expense.

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EXHIBIT A

A-1

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MORRISON & FOERSTER LLP 1290 Avenue ofthe Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

In re INNKEEPERS USA TRUST, eta!.,

Debtors. __________________________ )

) ) ) ) ) ) ) )

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

CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS IN RESPECT OF SECOND FEE APPLICATION OF MORRISON & FOERSTER LLP FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES

I, Lorenzo Marinuzzi, hereby certify that:

1.

I am a partner with the applicant firm, Morrison & Foerster LLP ("Morrison &

Foerster"), which serves as counsel to the Official Committee of Unsecured Creditors (the "Committee") appointed in the Chapter 11 cases oflnnkeepers USA Trust, and its affiliated debtors (collectively, the "Debtors"). 2. This certification is made in respect of Morrison & Foerster's compliance with the

Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, Administrative Order M-389, adopted by the Court on November 25, 2009 (the "Local Guidelines"), the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under II U.S.C. 330, adopted on A-2
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January 30, 1996 (the "UST Guidelines") and the Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members, dated August 12, 2011 (the "Interim Compensation Order"), and collectively with the Local Guidelines and UST Guidelines, the "Guidelines"), in connection with Morrison & Foerster's application, dated May 13, 2011 (the "Application"), for interim compensation and reimbursement of expenses for the period commencing December 1, 201 0 through and including March 31, 2011, in accordance with the Guidelines. 3. In respect of Section A.l of the Local Guidelines, I certify that: (a) (b) I have read the Application; to the best of my knowledge, information, and belief formed after reasonable inquiry, the fees and expenses sought fall within the Local Guidelines and the UST Guidelines; the fees and disbursements sought are billed at rates and in accordance with practices customarily employed by Morrison & Foerster and generally accepted by Morrison & Foerster's clients; and in providing the reimbursable services reflected in the Application, Morrison & Foerster did not make a profit on those services, whether performed by Morrison & Foerster in-house or through a third party.

(c)

(d)

4.

In respect of Section A.2 of the Local Guidelines and as required by the Interim

Compensation Order, I certify that Morrison & Foerster has complied with these provisions requiring it to provide the United States Trustee for the Southern District of New York and attorneys for the Debtors with a statement of Morrison & Foerster's fees and expenses accrued during the previous month, although, due to administrative limitations, such statements were not always provided within the timetables set forth in the Local Guidelines and the Interim Compensation Order.

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5.

In respect of Section A.3 of the Local Guidelines, I certify that the Debtors and

the United States Trustee for the Southern District of New York are each being provided with a copy of the Application.

Dated: May 13,2011 New York, New York

Respectfully submitted,

Is/ Lorenzo Marinuzzi MORRISON & FOERSTER LLP Lorenzo Marinuzzi Counsel for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et a!.

A-4
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EXHIBITB SUMMARY OF PROFESSIONAL SERVICES RENDERED BY PROJECT CATEGORY BY MORRISON & FOERSTER ON BEHALF OF THE COMMITTEE FOR THE PERIOD DECEMBER 1, 2010 THROUGH MARCH 31, 2011

14.1 003 004 005 Objections 006 007 008 009 010 011 Financing Meetings of Creditors Plan and Disclosure Statement Other Motions and Applications Fee/Employment Applications 13.6 137.2 21.0 16.7 34.7 439.9 Business Operations and Advice Case Administration and 14.6 32.1 .3

11,144.00 10,682.00 $9,879.50

$6,601.50 $55,656.00

2,396.00 $21,351.00 $286,379.50 $2,505.00

013 016 017

Hearings Communication with Creditors Lease I Real Estate Analysis Transaction Investigation

46.9 26.4 .8 401.0 42.3 17,281.50 $609.00 $229,556.50 .50

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EXHIBITC SUMMARY OF PROFESSIONAL SERVICES RENDERED BY PROFESSIONAL BY MORRISON & FOERSTER ON BEHALF OF THE COMMITTEE FOR THE PERIOD DECEMBER 1, 2010 THROUGH MARCH 31, 2011 12

Lorenzo NY (1997) NJ (1996)

26.00 191.50

19,500.00 $152,242.50

Naja Armstrong

Department: Real Estate Licensure: NY (2009) Department: Corporate Licensure: NY (2010) Department: Corporate Licensure: NY (2010) NJ (2009) Department: Litigatwn Licensure: NY (2002) Department: Bankruptcy Licensure: NY (2010) Department: Bankruptcy Licensure: NY (2009) Department: Real Estate Licensure: NY (2009) Department: Litigation Licensure: NY (2005)

$430 $500 $370 $430 $370.00 $430.00

3.90 6.20 36.80 5.40 36.10 2.30

$1,677.00 $3,100.00 $13,616.00 $2,322.00 $13,3 $989.00

Luke Bagley

Jinyoung Choi

Paul

$660 $370 $380 $430 $500 $500

16.10 93.10 14.20 55.20 21.90 111.80 2.60

$10,465.00 $61,446.00 $5,254.00 $20,976.00 $9,417.00 $55,900.00 $1,300.00

Stephen P.

Stacy Molison

Diana Quarry

Leah Ramos

$590.00 $640.00

37.90 102.80

$22,361.00 $65,792.00

Where applicable, the summary of professional services includes information (including billing rate, hours billed and total compensation) for both 2010 and 2011.

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Department: Bankruptcy Licensure: NY (2007) Jordan A. Wishnew Department: Bankruptcy Licensure: NY (2003) NJ (2002) Department: Corporate Licensure: NY (20 10) $625 $660 21.10 87.30 $13,187.50 $57,618.00

Isaac Young

3.30 5.80

1,221.00 $2,204.00

Litigation Support N/A David Chan.

Department: Litigation Support

Licensure: N/A 12.60 66.50 3.60 6.80 2.50 Department: Bankruptcy Licensure: N/A Department: Bankruptcy Licensure: N/A Department: Litigation Licensure: N/A

Laura Guido

Douglas Keeton

Joshua Roy

Summary of Professionals' Hours and Compensation Requested:

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EXHIBITD SUMMARY OF EXPENSES INCURRED BY MORRISON & FOERSTER ON BEHALF OF THE COMMITTEE FOR THE PERIOD DECEMBER 1, 2010 THROUGH MARCH 31, 2011

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