Objection Deadline: July 5, 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 Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al., Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

MONTHLY APPLICATION OF MORRISON & FOERSTER LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM APRIL 1, 2011 THROUGH APRIL 30, 2011

Name of Applicant:

Morrison & Foerster LLP

Authorized to Provide Professional Services to: The Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. Date of Retention: Order entered on September 1, 2010 retaining Morrison & Foerster LLP, nunc pro tunc to July 28, 2010 April 1, 2011 through April 30, 2011

Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual and necessary: Amount of Expense Reimbursement sought as actual and necessary:

$90,533.50

$980.60

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This is Morrison & Foersters ninth monthly application for compensation (the Application) filed pursuant to 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). Morrison & Foerster requests: (a) payment of compensation in the amount of $72,426.80 (which is 80% of $90,533.50) on account of actual and necessary professional services rendered to the Official Committee of Unsecured Creditors to the above-captioned debtors (the Committee) by Morrison & Foerster; and (b) reimbursement of actual and necessary costs and expenses in the amount of $980.60 incurred by Morrison & Foerster during the period from April 1, 2011 through April 30, 2011 (the Fee Period). The Morrison & Foerster attorneys and paraprofessionals who rendered services in the above-captioned chapter 11 cases (the Chapter 11 Cases) during the Fee Period are:
Name of Professional Individual Partners Stefan W. Engelhardt Lorenzo Marinuzzi Department and Licensure Hourly Billing Rate $785 $795 Total Hours Billed 7.00 48.70 Total Compensation $5,495.00 $38,716.50

Department: Licensure: Department: Licensure: Department: Licensure:

Larren M. Nashelsky

Litigation NY (1990) Bankruptcy NY (1997) NJ (1996) Bankruptcy NY (1992) CT (1991)

$950

5.90

$5,605.00

Naja R. Armstrong Stephen P. Koshgerian Stacy L. Molison Erica J. Richards Jordan A. Wishnew

Department: Real Estate Licensure: NY (2007) Department: Bankruptcy Licensure: NY (2010) Department: Bankruptcy Licensure: NY (2009) Department: Bankruptcy Licensure: NY (2007) Department: Bankruptcy Licensure: NJ (2002) NY (2003)

$500 $380 $500 $550 $660

1.20 10.60 12.00 11.70 30.60

$600.00 $4,028.00 $6,000.00 $6,435.00 $20,196.00

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Laura Guido Professionals Totals

Total Fees Incurred

Department:

Bankruptcy

$260 Blended Rate

$642.08

13.30 Total Hours Billed

141.00

$3,458.00 Total Compensation

$90,533.50

Compensation by Matter
Task Code 002 003 004 005 006 007 008 010 011 013 016 Totals Matter Description Asset Disposition/Sales Business Operations and Advice Case Administration Claims Administration and Objections Other Motions and Applications Fee/Employment Applications Fee/Employment Objections Meetings of Creditors Plan and Disclosure Statement Hearings Communication with Creditors Total Billed Hours 29.00 3.00 5.20 10.90 10.80 11.20 2.70 18.60 44.70 1.50 3.40 141.00 Total Compensation $22,817.00 $2,119.50 $1,352.00 $7,434.00 $7,685.00 $3,596.00 $1,822.50 $11,677.50 $28,941.50 $1,192.50 $1,896.00 $90,533.50

Expense Summary
Category of Expenses Postage Photocopies Document Preparation Travel Online Research Messenger Service Total Amount $1.05 $589.32 $25.00 $24.23 $288.00 $53.00 $980.60

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Notice Morrison & Foerster provided notice of this Application to: (a) the Debtors; (b) counsel to the Debtors; (c) the Office of the United States Trustee for the Southern District of New York; (d) counsel to Midland Loan Services, a division of PNC Bank, N.A.; and (e) counsel to Certain Prepetition Lenders (each as defined in the Interim Compensation Order). In light of the nature of the relief requested, Morrison & Foerster respectfully submits that no further notice is necessary. WHEREFORE, pursuant to the Interim Compensation Order, Morrison & Foerster requests: (a) payment of compensation in the amount of $72,426.80 (which is 80% of $90,533.50) in fees on account of actual and necessary professional services rendered to the Committee by Morrison & Foerster; and (b) reimbursement of actual and necessary costs and expenses in the amount of $980.60. Dated: May 31, 2011 New York, New York /s/ Lorenzo Marinuzzi Brett Miller Lorenzo Marinuzzi Jordan A. Wishnew MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al.

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