Hearing Date: November 10, 2010 at 10:00 a.m.

(Prevailing Eastern Time)

Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000 Attorneys for the Independent Committee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

OMNIBUS LIMITED REPLY TO THE OBJECTIONS OF MIDLAND LOAN SERVICES, INC., LEHMAN ALI INC., THE AD HOC COMMITTEE OF PREFERRED SHAREHOLDERS, TRIMONT REAL ESTATE ADVISORS, INC. AND WELLS FARGO BANK, N.A TO THE DEBTORS MOTION FOR THE ENTRY OF AN ORDER PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE (I) APPROVING THE DEBTORS UNDERTAKING TO COMPENSATE FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP AS COUNSEL TO THE INDEPENDENT COMMITTEE OF THE BOARD OF TRUSTEES OF INNKEEPERS USA TRUST AND AUTHORIZING THE PAYMENT OF SUCH COMPENSATION BY THE DEBTORS AND (II) AUTHORIZING THE DEBTORS TO COMPENSATE THE MEMBERS OF THE INDEPENDENT COMMITTEE

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

Fried, Frank, Harris, Shriver & Jacobson LLP (Fried Frank) submits this omnibus limited reply (the Reply) to the objections (collectively, the Objections) of Midland Loan Services, Inc. (Midland), Lehman ALI Inc. (Lehman), the Ad Hoc Committee of Preferred Shareholders (the Ad Hoc Committee), TriMont Real Estate Advisors, Inc. (TriMont), Wells Fargo Bank, N.A. (Wells Fargo and together with Midland, Lehman, the Ad Hoc Committee and TriMont, the Objecting Parties) to the Debtors motion (the Motion)2 for the entry of an order pursuant to Section 363 of the Bankruptcy Code (i) approving the Debtors undertaking to compensate Fried Frank as counsel to the committee of independent trustees (the Independent Committee) of the Board of Trustees of Innkeepers USA Trust (the Board) and authorizing the payment of such compensation by the Debtors, (ii) authorizing the Debtors to compensate the members of the Independent Committee. In support of its Reply, Fried Frank respectfully states as follows: REPLY 1. The Objecting Parties raise a number of objections to the form of the Motion and

the Debtors undertaking to reimburse Fried Frank for the fees and expenses incurred on behalf of the Independent Committee. Specifically, the Objecting Parties state that the Motion should have been brought under section 327 of the Bankruptcy Code and that Fried Frank should apply for compensation for services rendered and reimbursement of expenses incurred on behalf of the Independent Committee pursuant to and in compliance with the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the Compensation Order) [Docket No. 189]. Consistent with the revised

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Motion.

proposed order accompanying the Debtors Omnibus Reply in Support of the Debtors Motion to Compensate Fried Frank and the members of the Independent Committee, Fried Frank has agreed to apply for compensation for services rendered and reimbursement of expenses incurred on behalf of the Independent Committee in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the U.S. Trustee, and any other applicable procedures and orders of the Court made applicable to professionals retained in accordance with section 327 of the Bankruptcy Code, including the Compensation Order.3 2. In addition, Fried Frank is amenable to the Motion proceeding under the authority

of Section 363 of the Bankruptcy Code or, if the Court believes it is more appropriate, Section 327 of the Bankruptcy Code. In that regard, we note that the Steingart Declaration, which accompanied the Motion and which sets forth all of Fried Franks connections with the Debtors and other parties in interest, satisfies the requirements of Bankruptcy Rule 2014(a), which is applicable to the employment of professionals under Section 327 of the Bankruptcy Code. 3. With respect to the Steingart Declaration, certain of the Objecting Parties take

issue with the Steingart Declaration and the work Fried Frank has done for Apollo. As set forth

In addition, certain Objecting Parties question the scope and role of Fried Franks representation. See Midland Objection 11, 12 & 16(g); Lehman Objection 4 & 5 and Ad Hoc Committee Objection, 2 & 4. This is not appropriate. The role of the Independent Committee is set forth in the Board Resolutions and the Independent Committee, as clients, are entitled to the legal advice they believe is necessary to effectuate the mandate set forth in the Board Resolutions. New York Lawyer's Code of Professional Responsibility provides that third parties should not determine what legal advice should be given in situations such as this. N.Y.S.B.A. Code of Professional Responsibility DR 5-107(B). Fried Frank will deliver services in a manner that it determines is appropriate, in consultation with the Independent Committee. Submission of fee applications provides the appropriate balance by allowing the Independent Committee to receive the legal advice it determines is necessary while providing the Objecting Parties and this Bankruptcy Court the opportunity to review Fried Franks fees and expenses to determine whether or not the services provided by Fried Frank are legitimate, appropriate, and reasonable.

in the Steingart Declaration, Apollo has accounted for less than 0.035% of Fried Franks annual income for the twelve month period ending September 30, 2010. Fried Frank does not believe this work disqualifies Fried Frank from acting on behalf of the Independent Committee or designates Fried Frank as not disinterested. In addition, Midland raises concerns regarding Fried Franks previous representation of Lehman. Lehman has accounted for 0.0% of Fried Franks annual income for the twelve month period ending September 30, 2010. Finally, Midland has raised concerns over Fried Franks previous representations of Centerbridge as Centerbridge is apparently being considered for a role in Innkeepers.4 As set forth in the Motion and consistent with the revised propsed order, Fried Frank will comply with the requirements of Bankruptcy Rule 2014(a) with respect to filing supplemental verified statements applicable to professionals retained in accordance with Section 327 of the Bankruptcy Code. In the interest of full disclosure and since Midland has identified Centerbridge as an entity that is being considered for a role in Innkeepers, Fried Frank has prepared a supplemental declaration disclosing its connection with Centerbridge, which is attached hereto as Exhibit A.

New York, New York Dated: November 9, 2010

/s/ Bonnie Steingart Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000

Midlands Objection to Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (i) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (ii) Authorizing the Debtors to Compensate the Members of the Independent Committee, Exhibit A.

EXHIBIT A

Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000 Attorneys for the Independent Committee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) Chapter 11 ) ) Case No. 10-13800 (SCC) ) ) Jointly Administered ) )

In re: INNKEEPERS USA TRUST, et al.,1 Debtors.

FIRST SUPPLEMENTAL DECLARATION OF BONNIE STEINGART TO DECLARATION OF BONNIE STEINGART ON BEHALF OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP IN CONNECTION WITH THE DEBTORS MOTION FOR THE ENTRY OF AN ORDER PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE (I) APPROVING THE RETENTION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP BY THE INDEPENDENT COMMITTEE OF THE BOARD OF TRUSTEES OF INNKEEPERS USA TRUST TO ACT AS COUNSEL TO THE INDEPENDENT COMMITTEE, (II) APPROVING THE DEBTORS UNDERTAKING TO COMPENSATE FRIED FRANK AS COUNSEL TO THE INDEPENDENT COMMITTEE AND AUTHORIZING THE PAYMENT OF SUCH COMPENSATION BY THE DEBTORS, AND (III) AUTHORIZING THE DEBTORS TO COMPENSATE MEMBERS OF THE INDEPENDENT COMMITTEE ______________________________________________________________________________

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

BONNIE STEINGART, being duly sworn, deposes and declares under penalty of perjury: 1. I am a member in good standing of the bar of the State of New York, and I am a

member in good standing of the United States District Court for the Southern District of New York. I am a member of the firm of Fried, Frank, Harris, Shriver & Jacobson LLP, a Delaware limited liability partnership (Fried Frank). My firm maintains offices for the practice of law at One New York Plaza, New York, New York 10004-1980, and other locations. There are no disciplinary proceedings pending against me. I submit this declaration and provide the disclosures set forth herein (the Supplemental Declaration) to supplement the information provided in the Declaration of Bonnie Steingart on Behalf of Fried, Frank, Harris, Shriver & Jacobson LLP in Connection with the Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (i) Approving the Retention of Fried, Frank, Harris, Shriver & Jacobson LLP by the Independent Committee of the Board of Trustees of Innkeepers USA Trust to Act as Counsel to the Independent Committee, (ii) Approving the Debtors Undertaking to Compensate Fried Frank as Counsel to the Independent Committee and Authorizing the Payment of Such Compensation by the Debtors, and (iii) Authorizing the Debtors to Compensate Members of the Independent Committee, dated October 20, 2010 (the Steingart Declaration) [Docket No. 587]2 2. In connection with its representation of the Independent Committee and as is

customary practice in chapter 11 cases, Fried Frank has continued to monitor all relationships by Fried Frank that may be deemed to constitute connections within the meaning of Rule 2014 of the Federal Rules of Bankruptcy Procedure. 3. This Supplemental Declaration is being submitted to disclose the fact that Fried

Frank has represented and continues to represent Centerbridge Partners, L.P. and its affiliates (collectively, Centerbridge) in matters wholly unrelated to the Debtors and these Chapter 11

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Steingart Declaration.

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Cases. Fried Frank has not and will not represent Centerbridge or any of its affiliates in connection with the Debtors or these Chapter 11 Cases. 4. To the best of my knowledge, information and belief, and otherwise as set forth in

the Steingart Declaration or in this Supplemental Declaration, there are no other instances wherein Fried Frank has, has had, or might be deemed to have or have had connections with the Debtors, their creditors, their equity security holders or other Interested Parties. In addition, the connection disclosed above, in my view, does not affect Fried Franks disinterestedness, nor is likely to do so in the future.

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Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct.

Dated:

November 9, 2010 New York, New York

/s/~~B
Bonnie Steingart, Esq.

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