Hearing Date: October 6, 2011 at 10:00 a.m. (EST) Objection Deadline: September 28, 201lat 4:00 p.m.

(EST)

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
) ) ) ) ) ) ) )

Inre INNKEEPERS USA TRUST, et al.,

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

____________________________ )
NOTICE OF THIRD 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 APRIL 1, 2011 THROUGH JULY 31, 2011

Debtors.

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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 April 1, 2011 through July 31, 2011 (the "Application Period")

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

$374,983.25

$7,119.57

PLEASE TAKE NOTICE THAT you can receive a copy of the Interim Application of Morrison & Foerster LLP for the Period Aprill, 2011 to July 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:

5/31/2011 6/27/2011 7/27/2011 8/26/2011

4/1/20114/30/2011 5/1/20115/31/2011 6/1/20116/30/2011 7/1/20117/31/2011

$90,533.50 $153,396.75 $108,862.00 $22,191.00

$980.60 $5,062.73 $519.43 $556.81

$72,426.80 $122,717.40 $87,089.60 $0.00

$980.60 $5,062.73 $519.43 $0.00

Summary of Any Objections to Monthly Applications:

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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 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 September 28, 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: September 14,2011

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 al.

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Hearing Date: October 6, 2011 at 10:00 a.m. (EST) Objection Deadline: September 28, 2011at 4:00 p.m. (EST)

UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
) ) ) ) ) ) ) )

In re INNKEEPERS USA TRUST, et al.,

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

_______________ )
THIRD 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 APRIL 1, 2011 THROUGH JULY 31, 2011
For its Third Interim Application for Compensation and Reimbursement of Expenses (the "Application") for the period April1, 2011 through July 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 11 cases, as debtors and debtors in possession (collectively, the "Debtors"), respectfully represents as follows:

Debtors.

JURISDICTION, VENUE AND STATUTORY PREDICATES

1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 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 1103

oftitle 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 (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 July 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 ofthis 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 1107(a) and 1108 ofthe Bankruptcy Code. On July 28, 2010, the United States Trustee for the Southern District ofNew York (the "United States

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Trustee") appointed the five (5) member Committee pursuant to section 1102(a)(1) of the Bankruptcy Code [Docket No. 82]. 1 6. On August 4, 2010, 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 11 cases. On

August 11, 2010, 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. TheDebtors' Plans of Reorganization Pursuant to Chapter 11 ofthe Bankruptcy

Code were filed on April 8, 2011, and were subsequently amended on May 9, 2011, May 20, 2011, June 23, 2011 and June 29, 2011 (the "Plan"). 9. The Plan was confirmed on June 29, 20 11.Z

B.

Applicant's Retention and Interim Compensation

10. 11. On July 28, 2010, the Committee selected Applicant to serve as its counsel. Pursuant to an order entered on September 1, _20 10 (the "Retention Order"), this

Court authorized the employment of Applicant as counsel to the Committee effective as of July 28, 2010 [Docket No. 376]. 12. 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 and interim fee applications to the Debtors and their counsel, counsel to Midland

1 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 Certain components of the Plan became effective as follows: (i) the Plan for the Ontario Hotel Debtors became effective on July 7, 2011; (ii) the Plan for certain of the Remaining Debtors became effective on July 15, 2011; and (iii) the Plan for the Anaheim Hotel Debtors became effective on July 28, 2011.

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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"). 13. On May 31, 2011, Applicant served its ninth monthly fee application covering the

period from April1, 2011 through April 30, 2011 (the "Ninth Monthly Fee Application") on the Notice Parties. On June 27, 2011, Applicant served its tenth monthly fee application covering the period from May 1, 2011 through May 31,2011 (the "Tenth Monthly Fee Application") on the Notice Parties. On July 27, 2011, Applicant served its eleventh monthly fee application covering the period from June 1, 2011 through June 30, 2011 (the "Eleventh Monthly Fee Application") on the Notice Parties. On August 26, 2011, Applicant served its twelfth monthly fee application covering the period from July 1, 2011 through July 31, 2011 3 (the "Twelfth Monthly Fee Application," and together with the Ninth Monthly Fee Application, the Tenth Monthly Fee Application and the Eleventh Monthly Fee Application, the "Monthly Fee Applications") on the Notice Parties. 14. 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. 15. The total payments received by Applicant as of the date hereof on account of the

Application Period are approximately equal to: (i) 80% of requested compensation for fees from the Ninth, Tenth and Eleventh Monthly Fee Applications, and (ii) 100% of requested expenses from the Ninth, Tenth and Eleventh Monthly Fee Applications. Specifically, to date, the

The time for the Notice Parties to respond to the Twelfth Monthly Fee Application has not yet expired. Applicant reserves the right to address any such objections in a supplemental filing.

4
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Applicant has received payments totaling $288,796.56, representing $282,233.80 in fees and $6,562.76 in expenses associated with the Application Period. 4 16. 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 C is 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 ofbar 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.
/

17.

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. 18. 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 ofthe Monthly Fee Applications. They will be made available to any party-in-interest requesting copies thereof.

As of the date of this Application, Applicant has not received payment on account of the Twelfth Monthly Fee Application because the objection deadline for the Twelfth Monthly Fee Application has not yet passed. However, if no objections are received on or before August 20, 2011, then Applicant expects to receive payment of$17,752.80 (which represents 80% of its fees) and $556.81 (which represents 100% of its expenses) related to the Twelfth Monthly Fee Application before the hearing on the Application.

5
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19.

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. 20. 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$74,996.65. 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 ofthe Bankruptcy Code and authorize the Debtors to satisfy such amounts.

C.

Objections to Applicant's Monthly Fee Applications

21. Morrison & FoerSter has received no objections to its Monthly Fee Applications

for the Application Period.

DESCRIPTION OF SERVICES AND EXPENSES AND RELIEF REQUESTED

22.

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 meet~ngs 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

(c) (d) (e)

6
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are involved; and (iii) if appropriate, review and analysis of claims filed against the Debtors' estates; (f) 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.

(g)

(h) 23.

Toprovide an orderly and meaningful summary of the services rendered by

Applicant on behalf of the 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: (a) Asset Dispositions/Sales- 002.

Fees: $63,427.00; Total Hours: 87.9 This category includes matters related to the disposition or sale of the Debtors' assets, including reviewing bid proposals for the Debtors' assets and attending the two-day auction of the Debtors' assets. As a result of the Committee's active role in negotiations during the auction, the sale of the Fixed/Floating Debtors' assets resulted in unsecured creditors of the Fixed/Floating estates sharing in a recovery of $4.75 million, a significant increase from the $500,000 offered to all unsecured creditors at the outset of these cases.

7
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(b)

Business Operations and Advice - 003.

Fees: $3,378.00; Total Hours: 4.6 This category includes matters related to reviewing the Debtors' current and projected business operations, and providing the Committee with advice, including reviewing employment contracts and the Debtors' monthly operating reports. (c) Case Administration- 004.

Fees: $5,092.00; Total Hours: 19.8 This category includes matters related to the general administration of the Debtors' cases on behalf of the Committee, including advising the Committee as to how to fulfill its duties and exercise its rights in the Debtors' cases. This category also includes Applicant's monitoring of the docket and providing responsible attorneys with calendar and docket updates. (d) Claims Administration and Objections- 005.

Fees: $29,124.00; Total Hours: 41.0 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 financial advisors and the Debtors' omnibus objections to claims. This category also includes periodic correspondence with creditors about their claims, the status of such claims and any possible distributions on allowed claims. (e) Other Motions and Applications - 006.

Fees: $8,675.00; Total Hours: 12.4 The activities under this category consisted primarily of the review and analysis of all filed motions and applications, other than fee and employment applications, with respect to the Debtors' cases, including an individual creditor's motion for examination under Bankruptcy Rule

8
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2004, Midland's motion to compel the Debtors to comply with sections 363 and 503 of the Bankruptcy Code with respect to executive bonuses, the Debtors' motion for authority to pay conversion fees under a certain Marriott Consent and Agreement and the motion of Five Mile Capital Partners LLC and its affiliates (collectively, "Five Mile") for the allowance and payment of an administrative expense claim arising from the Five Mile's alleged substantial contribution to the Debtors' cases.
(t)

Fee/Employment Applications- 007.

Fees: $31,248.00; Total Hours: 70.8 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. (g) Fee/Employment Objections- 008.

Fees: $15,329.50; Total Hours: 22.5 This category includes time related to reviewing and attempting to resolve objections filed with respect to Applicant's prior fee applications. (h) Financing- 009.

Fees: $4,431.00; Total Hours: 6.1 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, 5 or to assert any other claims or causes of action against any of the Adequate Protection Parties.

5 "Adeguate Protection Party" refers to a secured party who is party to certain loan docmnents within a tranche of debt and who has been granted a lien in cash constituting Cash Collateral, as such term is defmed in the Final Order Authorizing the Debtors to (i) Use the Adequate Protection Parties' Cash Collateral and (ii) Provide Adequate (continued ... )

9
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(i)

Meetings of Creditors- 010.

Fees: $24,484.50; Total Hours: 38.2 This category includes matters associated with Committee meetings. Applicant prepared for and conducted numerous telephonic meetings of the 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 on the following dates: April6, 2011, April20, 2011, April27, 2011, May 4, 2011, May 18, 2011, June 8, 2011, June 22, 2011 and July 6, 2011. Each of these meetings required preparation by Applicant, including preparation of necessary summaries and updates for each meeting and coordination with Jefferies & Company, Inc., the Committee's financial advisors. G) Plan and Disclosure Statement- 011.

Fees: $162,626.00; Total Hours: 232.2 This category includes matters related to negotiating and reviewing the Debtors' proposed plan and disclosure statement, including, without limitation, time spent: (i) analyzing the Debtors' proposed plan and disclosure statement and revisions thereto; (ii) researching issues and preparing for plan discussions; and (iii) meeting with the Debtors' professionals to discuss and negotiate proposed plan terms. Moreover, this category includes drafting a limited objection/reservation or rights with respect to the Debtors' proposed disclosure statement and preparing a letter of support for the Plan on behalf of the Committee.

(continued ... ) Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363 entered on September 2, 2010 [Docket No. 402].

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Due to the Committee's significant involvement in the negotiation of the Debtors' plan and disclosure statement, the recovery for unsecured creditors increased exponentially. For example, at the outset of these cases, all unsecured creditors were slated to share $500,000 on a pro rata basis; however, the creditors of the Fixed/Floating Debtors' are now sharing in a recovery of$4.75 million. Moreover, on an enterprise-wide basis, the estimated recovery for unsecured creditors in September 2010 was 5%- 8%. As ofthe date ofthis Application, unsecured creditors are estimated to receive 70% - 92% on their allowed claims. (k) Relief from Stay Proceedings- 012.

Fees: $715.50; Total Hours: 0.9 This category includes matters related to motions seeking relief from the automatic stay. (1) Hearings- 013.

Fees: $16,882.50; Total Hours: 28.8 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 April 28, 2011, May 11, 2011, May 13, 2011, June 7, 2011 and June 23, 2011. (m) Communication with Creditors- 016.

Fees: $8,974.00; Total Hours: 13.6 Applicant's activities under this category consisted primarily of correspondence with Committee members, general unsecured creditors and other parties-in-interest, in which Applicant provided parties-in-interest with periodic updates as to the status of the Debtors' bankruptcy proceedings.

11
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(n)

Non-Working Travel- 020.

Fees: $1,192.50; Total Hours: 1.5 This category includes time spent by Morrison & Foerster professionals traveling while representing the Committee, including travel to and from the Bankruptcy Court. Morrison & Foerster billed the Committee for one-half of the total time that Morrison & Foerster professionals spent for non-working travel. 24. The foregoing general description of services rendered in specific areas is not

intended to be exhaustive ofthe scope of Applicant's activities on behalf of the Committee in 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. 25. Applicant asserts that the services rendered during the period from April I, 2011

through July 31, 2011 on behalf of the Committee are reasonably worth the sum of $374,983.25, and Applicant requests the allowance of such sum. The blended hourly rate for all services rendered by Applicant during this period is $646.19. 26. Applicant further requests reimbursement of costs expended on behalf of the

Committee for the period April 1, 2011 through July 31, 2011 in connection with this chapter 11 proceeding in the sum of$7,119.57, as set forth in Exhibit D. 6 27. Applicant therefore requests an order (i) approving interim compensation in the

sum of$374,983.25 and interim reimbursement of expenses in the sum of$7,119.57, (ii)

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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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: September 14,2011 Respectfully submitted,

Is/ 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 a/.

13
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EXHIBIT A

A-1
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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
) ) ) ) ) ) ) )

In re INNKEEPERS USA TRUST, et al.,

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

______________________________ )
CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS IN RESPECT OF THIRD 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 &

Debtors.

Foerster"), which serves as counsel to the Official Committee of Unsecured Creditors (the "Committee") appointed in the Chapter 11 cases of Innkeepers 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 ofNew York Bankruptcy Cases, Administrative Order M-389 (the "Local Guidelines"), the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the "UST Guidelines") and the Order Authorizing the A-2
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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 September 14, 2011 (the "Application"), for interim compensation and reimbursement of expenses for the period commencing April 1, 2011 through and including July 31, 2011, in accordance with the Guidelines. 3. In respect of Section A.1 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 Guidelines; except to the extent that fees or disbursements are prohibited by the 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 the 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.

A-3
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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: September 14, 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 al.

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 APRIL 1, 2011 THROUGH JULY 31, 2011

002 003 004 005 006 007 008 009 010 011 012 013 016 020

Asset Dispositions/Sales Business Operations and Advice Case Administration Claims Administration Other Motions and Applications Fee/Employment Applications Fee/Employment Objections Financing Meetings of Creditors Plan and Disclosure Statement Relief from Stay Proceedings Hearings Communication with Creditors Non-Working Travel Credit for Non-Working Attorney Travel

87.9 4.6 19.8 41.0 12.4 70.8 22.5 6.1 38.2 232.2 .9 28.8 13.6 1.5 $3,378.00 $5,092.00 $29,124.00 $8,675.00 $31,248.00 $15,329.50 $4,431.00 $24,484.50 $162,626.00 $715.50 $16,882.50 $8,974.00 $1,192.50 $ (596.25)

B-1
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EXHIBITC SUMMARY OF PROFESSIONAL SERVICES RENDERED BY PROFESSIONAL BY MORRISON & FOERSTER ON BEHALF OF THE COMMITTEE FOR THE PERIOD APRIL 1, 2011 THROUGH JULY 31, 2011

Stefan W. Engelhardt

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

$785

36.4

$28,574.00

Lorenzo Marinuzzi

$795

226.5

$180,067.50

Larren M. Nashelsky

$950

12.7

$12,065.00

Department: Real Estate Licensure: NY (2009) Stephen P. Koshgerian Department: Bankruptcy Licensure: NY (2010) Department: Bankruptcy Licensure: NY (2009) Department: Bankruptcy Licensure: NY (2007) Department: Bankruptcy Licensure: NY (2003) NJ (2002) $380 21.2 $8,056.00

Stacy L. Molison

$500

88.6

$44,300.00

Erica J. Richards

$550

26.0

$14,300.00

Jordan A. Wishnew

$660

110.3

$72,798.00

Laura Guido

Department: Bankruptcy Licensure: N/A Department: Bankruptcy Licensure: N/A $225

54.4

$14,144.00

Douglas Keeton

3.0

$675.00

C-1
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Summary of Professionals' Hours and Compensation Requested:

$646.19

580.3

$374,983.25

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C-2

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

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D-1