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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

Debtors.

FOURTH INTERIM AND FINAL APPLICATION OF MORRISON & FOERSTER LLP, AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM JULY 28, 2010 THROUGH OCTOBER 27, 2011

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SUMMARY SHEET PURSUANT TO UNITED STATES TRUSTEE GUIDELINES FOR REVIEWING APPLICATIONS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FILED UNDER 11 U.S.C. 330 FOURTH INTERIM AND FINAL APPLICATION
Name of Applicant: Authorized to Provide Professional Services as: Date of Retention: Fourth Interim Application Period: Morrison & Foerster LLP

Official Committee of Unsecured Creditors (the Committee)

September 1, 2010 Nunc Pro Tunc to July 28, 2010 August 1, 2011 through October 27, 2011 Total Fees Incurred: Total Fees Requested: Total Expenses Requested: Total Fees & Expenses Requested: $401,224.00 $401,224.00 $33,627.25 $434,851.25

Case Application Period:

July 28, 2010 through October 27, 2011 Total Fees Incurred: Total Fees Requested: Total Expenses Requested: Total Fees & Expenses Requested: $2,950,713.50 $2,898,234.921 $114,881.55 $3,013,116.47 $2,597,453.222

Total Compensation and Expenses Previously Requested: Total Compensation and Expenses Previously Awarded:

$2,578,265.22

This number includes deductions resulting from a 50% discount for non-working travel as well as voluntary 5% discount on certain of Morrison & Foersters monthly invoices. In addition, it should be noted that the total fees requested on Morrison & Foersters four interim fee applications amount to $2,917,422.92; however, the total fees requested in this final fee application are $2,898,234.92, which reflects a voluntary reduction in fees in the amount of $19,188 in connection with the first interim application period. 2 This number reflects the total compensation and expenses previously requested before the $19,188 voluntary reduction in fees.

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PROFESSIONAL SERVICES RENDERED BY MORRISON & FOERSTER LLP ON BEHALF OF THE COMMITTEE FOR THE PERIOD FROM JULY 28, 2010 THROUGH OCTOBER 27, 2011 Partners
Fourth Interim Period (August 1, 2011 through October 27, 2011) Name of Professional Partners Dopsch, Peter Financial Transactions 1987 (NY) 1983 (MA) Edelstein, Mark S. Real Estate 1983 (NY) Engelhardt, Stefan W. Marinuzzi, Lorenzo Litigation 1990 (NY) Bankruptcy & Restructuring 1997 (NY) 1996 (NJ) Miller, Brett H. Bankruptcy & Restructuring 1992 (NY) Nashelsky, Larren Bankruptcy & Restructuring 1992 (NY) Temple, Jeffrey J. Real Estate 1985 (NY) Total Partners 250.4 $198,430.00 1,547.5 $1,216,429.00 $900.00 [2010] $950.00 [2011] $795.00 [2010] 0 2.4 0 $0.00 $2,280.00 $0.00 35.0 15.1 81.6 $31,500.00 $14,345.00 $64,872.00 $875.00 [2010] 0 $0.00 68.4 $59,850.00 $745.00 [2010] $785.00 [2011] $750.00 [2010] $795.00 [2011] 0 101.0 0 147.0 $0.00 $79,285.00 $0.00 $116,865.00 119.1 299.1 363.7 565.0 $88,729.50 $234,793.50 $272,775.00 $449,175.00 $850.00 [2010] 0 $0.00 .2 $170.00 $730.00 [2010] 0 $0.00 .3 $219.00 Department & Year Admitted Hourly Rate Total Hours Billed Total Compensation Case Total (July 28, 2010 through October 27, 2011) Total Hours Billed Total Compensation

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Associates
Fourth Interim Period (August 1, 2011 through October 27, 2011) Name of Professional Armstrong, Naja R. Department & Year Admitted Real Estate 2009 (NY) Bagley, Luke T. Corporate 2010 (NY) Capucilli, David Bankruptcy & Restructuring 2004 (NY) Choi, Jinyoung Corporate 2010 (NY) 2009 (NJ) Freimuth, Renee Bankruptcy & Restructuring 2005 (NY) Galante, Paul A. Litigation 2002 (NY) Hildbold, William M. Bankruptcy & Restructuring 2009 (NY) Koshgerian, Stephen P. Bankruptcy & Restructuring 2010 (NY) Kushner, Dina Financial Transactions 2009 (CA) McGovern, Thomas P. Real Estate 2005 (NY) Bankruptcy & Restructuring 2009 (NY) $430.00 [2010] $500.00 [2011] 0 62.0 $0.00 $31,000.00 408.6 262.4 $175,698.00 $131,200.00 $610.00 [2010] 0 $0.00 30.3 $18,483.00 $370.00 [2010] $380.00 [2011] $325.00 [2010] 0 0 0 $0.00 $0.00 $0.00 125.5 76.4 5.2 $46,435.00 $29,032.00 $1,690.00 $650.00 [2010] $660.00 [2011] $380.00 [2011] 0 86.8 5.2 $0.00 $57,288.00 $1,976.00 299.4 179.9 5.2 $194,610.00 $118,734.00 $1,976.00 $590.00 [2010] 0 $0.00 43.3 $25,547.00 $370.00 [2010] $430.00 [2011] 0 0 $0.00 $0.00 36.1 2.3 $13,357.00 $989.00 Hourly Rate $430.00 [2010] $500.00 [2011] $370.00 [2010] $430.00 [2011] $610.00 [2010] Total Hours Billed 0 0 0 0 0 Total Compensation $0.00 $0.00 $0.00 $0.00 $0.00 Case Total (July 28, 2010 through October 27, 2011) Total Hours Billed 158.8 7.4 36.8 5.4 42.4 Total Compensation $68,284.00 $3,700.00 $13,616.00 $2,322.00 $25,864.00

Molison, Stacy

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Fourth Interim Period (August 1, 2011 through October 27, 2011) Name of Professional Pizzurro, Eileen A. Department & Year Admitted Litigation 2006 (NY) Powers, Ted Corporate 2004 (DE) 2003 (NY) Quarry, Diana L. Real Estate 2009 (NY) $500.00 [2011] Ramos, Leah A. Litigation 2005 (NY) $640.00 [2011] Richards, Erica Bankruptcy & Restructuring 2007 (NY) Whitney, Craig B Litigation 2001 (CA) 2006 (NY) Wishnew, Jordan Bankruptcy & Restructuring 2002 (NJ) 2003 (NY) Young, Isaac Raskin Total Associates Corporate 2010 (NY) $370.00 [2010] $380.00 [2011] 0 0 316.5 $0.00 $0.00 $191,123.00 $625.00 [2010] $660.00 [2011] 0 41.7 $0.00 $27,522.00 $490.00 [2010] $550.00 [2011] $660.00 [2011] 56.6 0 46.9 12.3 $36,224.00 $0.00 $25,795.00 $8,118.00 $590.00 [2010] 0 0 $0.00 $0.00 $430.00 [2010] 0 $0.00 $640.00 [2011] 5.0 $3,200.00 Hourly Rate $560.00 [2010] Total Hours Billed 0 Total Compensation $0.00

Case Total (July 28, 2010 through October 27, 2011) Total Hours Billed 19.1 Total Compensation $10,696.00

5.0

$3,200.00

63.1 2.6 120.3 159.4 187.3 155.1 12.3

$27,133.00 $1,300.00 $70,977.00 $102,016.00 $91,777.00 $85,305.00 $8,118.00

299.9 239.3

$187,437.50 $157,938.00

3.3 5.8 2,997.9

$1,221.00 $2,204.00 $1,620,859.50

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Paraprofessionals

Fourth Interim Period (August 1, 2011 through October 27, 2011) Name of Professional Bergelson, Vadim Department & Year Admitted Litigation / Discovery Support Not Admitted Chan, David Litigation / Discovery Support Not Admitted Guido, Laura Bankruptcy & Restructuring Not Admitted Keeton, Douglas Bankruptcy & Restructuring Not Admitted Riley, Robin P. Real Estate Not Admitted Roy, Joshua Litigation Not Admitted Weatherholtz, Kyle S. Total Paraprofessionals Litigation Not Admitted 45.5 $11,671.00 $180.00 [2010/2011] $185.00 [2010] 0 $0.00 $225.00 [2010] 0 $0.00 $245.00 [2010] 0 $0.00 Hourly Rate Total Hours Billed 0 0 Total Compensation $0.00 $0.00

Case Total (July 28, 2010 through October 27, 2011) Total Hours Billed 5.8 29.5 Total Compensation $1,421.00 $7,375.00

$245.00 [2010] $250.00 [2011]

37.2

$9,114.00

$250.00 [2011]

15.9

$3,975.00

27.2

$6,800.00

$230.00 [2010] $260.00 [2011] $195.00 [2010] $225.00 [2011]

0 29.6 0 0

$0.00 $7,696.00 $0.00 $0.00

166.1 150.5 15.1 9.8 22.0

$38,203.00 $39,130.00 $2,944.50 $2,205.00 $4,950.00

2.5

$450.00

$0.00

4.5

$832.50

470.2

$113,425.00

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Total Partners, Associates and Paraprofessionals

Fourth Interim Period (August 1, 2011 through October 27, 2011) Professionals Blended Rate $687.16 $655.17 Total Hours Billed 566.9 612.4 Total Compensation Case Total (July 28, 2010 through October 27, 2011) Blended Rate $624.21 $588.31 Total Hours Billed 4,545.4 5,015.6 Total Compensation

Attorneys (without Paraprofessionals) Attorneys and Paraprofessionals 50% Discount for NonWorking Travel Less Reduction in Compensation Requested Total Requested

$389,553.00 $401,224.00 $0.00 $0.00 $401,224.00

$2,837,288.50 $2,950,713.50 $ (596.25) $ (51,882.33)3 $2,898,234.92

This number represents a voluntary 5% discount on certain of Morrison & Foersters monthly invoices as well as a voluntary reduction in fees in the amount of $19,188 in relation to the first interim application period. It should be noted that Morrison & Foerster, in connection with its second monthly fee application, voluntarily wrote off $10,666.00 in fees; however, the $10,666.00 is not included in the $51,882.33 reduction in fees requested because such write off was completed prior to the submission of the second monthly fee application and was not billed to the estate.

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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

Debtors.

FOURTH INTERIM AND FINAL APPLICATION OF MORRISON & FOERSTER LLP, AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM JULY 28, 2010 THROUGH OCTOBER 27, 2011 Morrison & Foerster LLP (Morrison & Foerster), Counsel to the Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter 11 cases, hereby submits this Fourth Interim and Final Fee Application (the Final Application) pursuant to section 330 of title 11 of the United States Code, 11 U.S.C. 101-1330, as amended by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (the Bankruptcy Code), and Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), for (a) allowance of compensation for professional services rendered by Morrison & Foerster for the period from August 1, 2011 through October 27, 2011 (the Fourth Interim Application Period); (b) reimbursement of its actual and necessary expenses incurred during the Fourth Interim Application Period; and (c) final allowance of compensation for professional services rendered by Morrison & Foerster and reimbursement of actual and necessary expenses incurred for the period from July 28, 2010 through October 27, 2011 (the Case Application Period). In support of this Final Application, Morrison & Foerster respectfully states as follows:

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JURISDICTION 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 of 28 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

of the Bankruptcy Code, Rule 2016 of the Bankruptcy Rules, and Rule 2016-1 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Rules). This Final 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). 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 of this Court dated July 20, 2010, the Debtors chapter 11

cases are being jointly administered [Docket No. 51].

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5.

The Debtors continue to operate their businesses and manage their properties as

debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 6. On July 28, 2010, the United States Trustee for the Southern District of New York

(the United States Trustee) appointed the five (5) member Committee pursuant to section 1102(a)(1) of the Bankruptcy Code [Docket No. 82]. 1 On August 4, 2010, the Committee selected The Eric Ryan Corporation and JMC Global as its Co-Chairpersons. 7. No trustee was 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 Courts order dated October 19, 2010 [Docket No. 583]. 8. The Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy

Code were filed on April 8, 2011, and were subsequently amended or modified on May 9, 2011, May 20, 2011, June 23, 2011, June 29, 2011 and October 19, 2011 (the Plan). 9. The Plan was confirmed on June 29, 2011,2 and the last component of the Plan

became effective on October 27, 2011 (the Effective Date).3 B. Applicants Retention and Interim Compensation 10. 11. On July 28, 2010, the Committee selected Applicant to serve as its counsel. This Court authorized Morrison & Foersters retention as counsel to the

Committee in these chapter 11 cases pursuant to Order Pursuant to Sections 327(a) and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 Authorizing the Retention and

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 See Finding of Fact, Conclusions of Law, and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1804] (the Confirmation Order). 3 Other 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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Employment of Morrison & Foerster LLP as Attorneys to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 28, 2010, dated September 1, 2010 [Docket No. 376] (the Retention Order). 12. On August 12, 2010, the Court entered the Interim Compensation Order, under

which Applicant and the Committees 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 of PNC Bank, N.A. (Midland), counsel to Certain Prepetition Lenders (as defined therein), and the United States Trustee (collectively, the Notice Parties). 13. Pursuant to the Interim Compensation Order, Morrison & Foerster and the

Committees financial advisors were authorized to submit monthly fee applications to the Notice Parties no later than 25 days following the end of the month for which compensation was sought. Morrison & Foerster and the Committees other retained professionals were entitled to be compensated by the Debtors for the lesser of (i) 80% of the fees and 100% of the expenses requested in their respective monthly fee applications and (ii) 80% of the fees and 100% of the expenses requested in their monthly fee applications that were not subject to a timely objection. 14. Pursuant to the Cash Collateral Order,4 there was a $150,000 aggregate cap on the

fees Applicant can be paid from Cash Collateral5 with respect to certain types of investigations (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

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 11 U.S.C. 361, 362, and 363 entered on September 2, 2010 [Docket No. 402]. 5 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 Corner Cash Collateral, and the Merrill Washington D.C. Cash Collateral. See Cash Collateral Order at 20.

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may be spent from Cash Collateral on such investigations. 6 See Cash Collateral Order 12. Certain of the Prepetition Lenders objected to the payment of the Applicants fees incurred during these Chapter 11 Cases because those fees exceeded the Lien Review Cap; however, as discussed herein, those objections have been resolved. C. Applicants Previously Filed Applications 15. Applicant has filed and served three previous interim fee applications for

compensation and reimbursement of actual and necessary expenses for services rendered and expenses incurred for the periods covering July 28, 2010 through and including July 31, 2011 (collectively, the Interim Fee Applications), as follows:

Date Entered & Docket No. of Fee Order March 31, 2011 [Docket No. 1074] June 10, 2011 [Docket No. 1667] October 6, 2011 [Docket No. 2154]

Compensation Period July 28, 2010 November 30, 2010 December 1, 2010 March 31, 2011 April 1, 2011 July 31, 2011

Fees Requested

Expenses Requested

Fees Granted

Expenses Granted

$1,396,631.67

$35,510.51

$1,377,443.67

$35,510.51

$744,584.00

$38,624.22

$744,584.00

$38,624.22

$374,983.25

$7,119.57

$374,983.25

$7,119.57

16. forth herein.

Each of the Interim Fee Applications is incorporated by reference as if fully set

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 Corner Collateral, and Merrill Washington D.C. Collateral. See Cash Collateral Order at 20. A Challenge refers to the Committees 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 13.

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17.

On January 14, 2011, Applicant filed 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 requesting legal fees in the amount of $1,396,631.67 and $35,510.51 in expenses [Docket No. 825] (the First Interim Fee Application). 18. On March 31, 2011, this Court entered the Omnibus Order Granting First Interim

Applications of Retained Professionals for (A) Compensation for Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses and awarded the sum of $1,377,443.677 in legal fees and $35,510.51 in expenses [Docket No. 1074] (the First Interim Fee Order). 19. On May 13, 2011, Applicant filed the 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 requesting legal fees in the amount of $744,584.00 and $38,624.22 in expenses [Docket No. 1375] (the Second Interim Fee Application). 20. On June 10, 2011, this Court entered the Omnibus Order Granting Second Interim

Applications of Retained Professionals for (A) Compensation for Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses and awarded the sum of $744,584.00 in legal fees and $38,624.22 in expenses [Docket No. 1667] (the Second Interim Fee Order). 21. On September 14, 2011, Applicant filed the 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

The total amount of fees approved for the First Interim Fee Application reflects a voluntary waiver of $19,188.00 in legal fees.

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July 31, 2011 requesting legal fees in the amount of $374,983.25 and $7,119.57 in expenses [Docket No. 2091] (the Third Interim Fee Application). 22. On October 6, 2011, this Court entered the Omnibus Order Granting Applications

for Allowance of Third Interim Compensation and Reimbursement of Expenses and awarded the sum of $374,983.25 in legal fees and $7,119.57 in expenses [Docket No. 2154] (the Third Interim Fee Order). D. Applicants Unapproved Monthly Fee Applications 23. On September 28, 2011, Applicant filed its thirteenth monthly fee application

covering the period from August 1, 2011 through August 31, 2011 (the Thirteenth Monthly Fee Application) requesting legal fees in the amount of $63,870.50 and $919.62 in expenses [Docket No. 2134]. On October 25, 2011, Applicant filed its fourteenth monthly fee application covering the period from September 1, 2011 through September 30, 2011 (the Fourteenth Monthly Fee Application) requesting legal fees in the amount of $130,666.50 and $4,317.12 in expenses [Docket No. 2184]. On November 15, 2011, Applicant filed its fifteenth monthly fee application covering the period from October 1, 2011 through October 27, 2011 (the Fifteenth Monthly Fee Application) requesting legal fees in the amount of $206,687.00 and $28,390.51 in expenses [Docket No. 2220]. The Thirteenth, Fourteenth and Fifteenth Monthly Fee

Applications (collectively, the Monthly Fee Statements) are incorporated into the application for the Fourth Interim Application Period (the Fourth Interim Fee Application). 24. A hearing on the Fourth Interim Fee Application is scheduled concurrently with

the hearing on the Final Application. As such, the Fourth Interim Fee Application is being provided to the Court as part of the Final Application.

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E.

Objections to Applicants Monthly Fee Applications 25. During these Chapter 11 Cases, Midland filed seven limited objections to the

Applicants monthly fee applications,8 which were primarily based on Midlands assertion that the Applicants fees exceeded the permissive uses of the Midlands cash collateral, as provided for in the Cash Collateral Order. Wells Fargo9 and U.S. Bank10 (the Property Level Lenders) filed similar objections to the Applicants fees.11 26. On June 7, 2011, the Court entered the Stipulation and Order Resolving

Objections of Midland Loan Services, a Division of PNC Bank, N.A., to Monthly and Interim Fee Applications of Morrison & Foerster LLP, as Counsel to the Official Committee of Unsecured Creditors, from July 28, 2010 through November 30, 2010 [Docket No. 1638] (the Stipulation), which consensually resolved some of Midlands objections, and the remaining Midland objections were resolved under the Second Interim Fee Order. Therefore, as of the filing of this Final Application, Midlands objections have been consensually resolved,12 and upon information and belief, the Property Level Lenders Objection also was consensually resolved.

See D.E. Nos. 584, 771, 770, 936, 1030, 1163, and 1478. Wells Fargo refers to Wells Fargo Bank, N.A., as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1. 10 U.S. Bank refers to U.S. Bank National Association, as successor to LaSalle Bank N.A., formerly known as LaSalle National Bank, as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4. 11 See Objection and Reservation of Rights of Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as Successor to LaSalle Bank N.A., Formerly Known as LaSalle National Bank, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 to 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 October 1, 2010 through October 31, 2010 [Docket No. 773] (the Property Level Lenders Objection) [Docket No. 773]. 12 The resolution of Midlands objections, or those of any other objecting party, is without prejudice to their right to be heard in connection with the instant application.
9

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COMPENSATION REQUESTED BY MORRISON & FOERSTER 27. By this Final Application, Morrison & Foerster requests final approval of its fees

and expenses relating to professional services provided to the Debtors during the entirety of the chapter 11 cases, including approval of fees for services rendered and expenses incurred during the Fourth Interim Application Period, for which interim approval has not yet been received. 28. Specifically, Morrison & Foerster requests final allowance of (i) its fees for the

Fourth Interim Application Period in the aggregate amount of $401,224.00 and reimbursement of expenses incurred in connection with the rendition of such services in the aggregate amount of $33,627.25, for a total award of $434,851.25 (the Fourth Interim Period Compensation Amount), and (ii) $3,013,116.47 for the Case Application Period, of which $2,898,234.92 is for professional services rendered and $114,881.55 for reimbursement of actual and necessary expenses incurred by Morrison & Foerster during these chapter 11 cases, which includes the Fourth Interim Period Compensation Amount. 29. The Fourth Interim Period Compensation Amount includes all of the fees for

services rendered and expenses incurred and billed to the Committee, including 20% of the total amount of fees invoiced for which Morrison & Foerster is not entitled to payment under the Interim Compensation Order, as well as those fees paid in accordance with the Interim Compensation Order. 30. The fees sought by this Final Application reflect (i) an aggregate of 612.4 hours

of attorney and paraprofessional time spent and recorded in performing services for the Committee during the Fourth Interim Application Period, and (ii) an aggregate of 5,015.6 hours of attorney and paraprofessional time for services rendered during the Case Application Period. The blended average hourly rate for both professionals and paraprofessionals was $655.17 during the Fourth Interim Application Period and $588.31 for the Case Application Period. The

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blended hourly rate for attorneys only is $687.16 for the Fourth Interim Application Period and $624.21 for the Case Application Period. Morrison & Foerster is only seeking compensation for services rendered to the Debtors and their estates in connection with these chapter 11 cases. 31. $2,630,281.24, The total payments received by the Applicant as of the date hereof are equal to
13

which consists of compensation for requested fees in the amount of

$2,548,107.32 of reimbursement of necessary expenses in the amount of $82,173.92. 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 Applicants internal task codes during the Fourth Interim Application Period and the Case Application Period. 32. 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 Applicants practice. For the convenience of this Court and all parties in interest, attached hereto as Exhibit C is a billing summary setting forth the name of each attorney and paraprofessional who rendered services during the Fourth Interim Application Period and the Case Application Period, each attorneys 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 Applicants 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.

This number reflects payment of 100% of the fees and expenses for the First, Second and Third Interim Fee Applications as well as 80% of the fees and 100% of the expenses for the Thirteenth Monthly Fee Application. As of the date hereof, no payments have been received in relation to the Fourteenth and Fifteenth Monthly Fee Applications. The deadlines for objecting to the Fourteenth and Fifteenth Monthly Fee Applications are November 21, 2011 and December 5, 2011, respectively.

13

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33.

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. 34. Copies of Applicants 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. 35. Article II.B.2 of the Plan requires each Professional Person with an Accrued

Professional Compensation Claim, as defined in the Plan, to file a final Fee Application with this Court within 60 days of the Effective Date. This Final Application is being filed in accordance with Article II.B.2 of the Plan. 36. Except as otherwise set forth herein, the Final Application has been prepared in

accordance with the Guidelines and the Interim Compensation Order. The Debtors and the United States Trustee will be furnished with a copy of the Final Application for their review and consideration. 37. There is no agreement or understanding between Morrison & Foerster and any

other person, other than members of the firm, for the sharing of compensation to be received for services rendered in these chapter 11 cases. 38. Pursuant to the Local Guidelines, a certification regarding compliance with the

Local Guidelines is attached hereto as Exhibit A. SUMMARY OF PROFESSIONAL SERVICES RENDERED DURING THE CHAPTER 11 CASES 39. As set forth in more detail in the First, Second and Third Interim Fee

Applications, Morrison & Foerster professionals provided substantial and continuing services to

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the Committee during these chapter 11 cases. From day one, Morrison & Foerster attorneys engaged in a multi-faceted effort to oversee and protect the Committees interests and maximize the recovery to unsecured creditors from the Estate. These chapter 11 cases presented unique challenges, and the successful completion of these complex cases required enormous efforts by Morrison & Foerster on behalf of the Committee. 40. Specifically, during the pendency of these chapter 11 cases, Morrison & Foerster

professionals devoted significant efforts to, among other things: (a) analyzing the Debtors real estate assets; (b) researching and investigating the 2007 transaction (the 2007 Transaction) and claims deriving therefrom; (c) analyzing the validity and priority of the prepetition liens against the Debtors assets; (d) participating in the marketing efforts of the Debtors assets and in the formulation of bidding procedures for the auctions of such assets; (e) participating in the negotiation of the Plan and Disclosure Statement; (f) preparing for confirmation of the Plan; (g) participating as a party plaintiff in litigation against parties, including Cerberus Capital Management LP (Cerberus), to enforce the terms of the Confirmation Order; (h) the general administration of the cases; and (i) coordinating and advising the Committee regarding all matters necessary to achieve the Effective Date. 41. In general, Applicant has represented the Committee in all aspects of the Debtors

bankruptcy proceedings, including, without limitation, the following: (a) (b) (c) (d) 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;

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(e)

taking all necessary action to protect and preserve the interests of the Committee, including (i) possible prosecution of actions on its behalf, (ii) negotiations concerning all litigation in which the Debtors are involved; and (iii) 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.

(f)

(g)

(h) 42.

To provide a more detailed, orderly and meaningful summary of the services

rendered by Applicant on behalf of the Committee during the Case 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 Case Application Period organized in accordance with Applicants internal system of task codes: (a) 43. assets. (b) 44. Asset Dispositions / Sales 002 Asset Analysis and Recovery 001

This category included the review and analysis of the Debtors miscellaneous

This category included 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. This category included attending the two-day auction of the Debtors assets. As a result of the Committees 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 (as well

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as payment of millions of dollars in unsecured claims against the Remaining Debtors), a significant increase from the $500,000 offered to all unsecured creditors at the outset of these cases. (c) 45. Business Operations and Advice - 003

This category included matters related to reviewing the Debtors current and

projected business operations, and providing the Committee with advice, including reviewing and analyzing D&O insurance policies, franchise agreements, hotel management agreements, employment contracts and the Debtors monthly operating reports. (d) 46. Case Administration - 004

This category included 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 included time spent responding to requests for the appointment and formation of an official equity committee. In addition, this category included Applicants monitoring of the docket and providing responsible attorneys with calendar and docket updates. (e) 47. Claims Administration and Objections 005

This category included matters related to the claims administration process,

including reviewing the bar date motion, comfort letters relating to franchise agreements, claims analyses provided by both the Debtors financial advisors and the Committees financial advisors, motions related to the claims administration process and the Debtors omnibus and individual objections to claims. This category also included periodic correspondence with

creditors about their claims, the status of such claims and any possible distributions on allowed claims. In addition, this category includes time spent monitoring the status of the claims

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administration and corresponding with the Debtors professionals about the timing of creditor distributions. (f) 48. Other Motions and Applications 006

The activities under this category consisted primarily of the review, analysis,

research, preparation, prosecution and defense of all motions and applications, other than fee and employment applications, with respect to the Debtors cases, including, among others, the Committees motion to serve Rule 2004 discovery requests, the Preferred Shareholders motion for the appointment of an official equity committee, the Preferred Shareholders motion for the appointment of an examiner, the Debtors insurance premium financing motion, the Debtors motion to compensate Fried, Frank, Harris, Shriver & Jacobson LLP as counsel to the Independent Committee of the Board of Directors, Midlands 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 Miles alleged substantial contribution to the Debtors cases. This category also included time spent monitoring the litigation between LNR and CRES. 49. More specifically, it should be noted that the time spent by Applicant with respect

to the motions for the appointment of an examiner and the appointment of an official equity committee aided in the Courts ultimate denial of both such motions. (g) 50. Fee/Employment Applications - 007

This category included all matters related to the preparation of monthly and

interim fee applications for Applicant and the Committees other professionals and preparation

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of retention applications for Applicant and the Committees other professionals as well as supplemental filings thereto. This category also included matters related to the review and analysis of fee applications of other non-Committee professionals retained in connection with the Debtors cases. (h) 51. Fee / Employment Objections 008

This category included time related to reviewing and preparing responses and

attempting to resolve filed objections to Applicants fee applications and Jefferies employment application. This category also included matters related to the review and analysis of objections to the fee applications of other retained professionals in the Debtors cases. (i) 52. Financing 009

This category included matters related to the review, analysis and negotiation of

the Debtors post-petition financing arrangements, including the Debtors use of cash collateral. In addition, this category included time spent (i) researching, preparing and prosecuting an objection to the Debtors cash collateral and debtor-in-possession financing motions, (ii) researching, preparing and prosecuting an objection to Midlands motion to reconsider the Cash Collateral Order, and (iii) negotiating and drafting a stipulation modifying the Cash Collateral Order, and thereby protecting the rights of general unsecured creditors to recover a portion of the proceeds resulting from avoidance actions. More specifically, Morrison & Foersters efforts contributed to the preservation of the first $5 million of net proceeds from avoidance actions for unsecured creditors. This category also consisted of time spent reviewing the amendments to the Five Mile and Solar Finance Inc. debtor-in-possession financings as well as time spent negotiating and drafting stipulations extending the Committees time to challenge any liens or

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security interests of the Adequate Protection Parties, or to assert any other claims or causes of action against any of the Adequate Protection Parties. (j) 53. Meetings of Creditors - 010

This category included matters associated with committee meetings. Applicant

prepared for and conducted well over two dozen 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 held on the following dates: August 4, 2010, August 11, 2010, August 18, 2010, September 8, 2010, September 15, 2010, September 22, 2010, September 29, 2010, October 13, 2010, November 3, 2010, November 17, 2010, December 1, 2010, December 15, 2010, January 5, 2011, January 19, 2011, February 2, 2011, February 23, 2011, March 3, 2011, March 23, 2011, April 6, 2011, April 20, 2011, April 27, 2011, May 4, 2011, May 18, 2011, June 8, 2011, June 22, 2011, July 6, 2011, August 23, 2011 and September 8, 2011. Each of these meetings required preparation by Applicant, including periodically researching issues raised by individual Committee members, creditors and/or the Debtors, arranging scheduling and work distribution with other professionals and preparing memoranda and agendas for all meetings. (k) 54. Plan and Disclosure Statement 011

For the initial stage of the Debtors cases, this category included matters related to

the Debtors plan support agreement and related materials, responses and objections thereto as well as motions by various interested parties to terminate the Debtors plan exclusivity periods. More specifically, the time spent under this category consisted of: (i) researching and preparing an analysis of the Debtors plan support agreement and advising the Committee with respect to

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the same; (ii) researching and preparing a reservation of rights regarding the Debtors plan support agreement; and (iii) researching and preparing an objection to the motions to terminate the Debtors exclusivity as well as a statement in support of the Debtors motion to extend their exclusive periods. 55. During the next stage of the Debtors cases, this category included participating in

meetings, discussions and negotiations regarding the Debtors plan process for exiting chapter 11. In addition, this category included time spent reviewing and responding to discovery

requests, deposition notices and document demands, as well as preparing for and participating in depositions. 56. In the third stage of the Debtors cases, this category included matters related to

negotiating and reviewing the Debtors proposed plan and disclosure statement, including, 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 included 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.

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57.

Most recently, the Applicant spent time reviewing and analyzing pleadings related

to Cerberus delay in the closing of its purchase of certain of the Debtors assets. Morrison & Foerster responded to document demands and participated in depositions regarding the Cerberus closing. Time was also spent reviewing, analyzing and researching the modified plan and the amended commitment agreements for certain of the Fixed/Floating Debtors as well as preparing a motion to intervene in the litigation concerning the extent of Cerberus liability arising from its refusal to close on its purchase of a substantial portion of the Debtors hotel portfolio. Ultimately, the matter settled; however, as a result of the Committees involvement in this litigation, the Applicant was able to ensure that the recovery for unsecured creditors remained unaltered under the modified purchase agreement between the Debtors and Cerberus/Chatham. 58. As a result of the Committees significant efforts to assist with the valuation and

marketing of the Debtors assets, the recovery for unsecured creditors increased exponentially. At the outset of these cases, all unsecured creditors were slated to share $500,000 on a pro rata basis. As a result of the auction for the Debtors assets, unsecured creditors of the Fixed/Floating Debtors will now share $4.75 million, while the unsecured creditors of the Remaining Debtors should expect payment in full. Moreover, on an enterprise-wide basis, the estimated recovery for unsecured creditors in September 2010 was 5% - 8%. As of the date of this Final Application, unsecured creditors are estimated to receive an average of approximately 80% - 90% on their allowed claims, with many to be paid in full. (l) 59. Relief from Stay Proceedings - 012

This category included matters related to motions seeking relief from the

automatic stay.

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(m) 60.

Hearings 013

This category included matters related to preparation for and attendance at

hearings, including attendance at the hearings held on August 25, 2010, August 30, 2010, August 31, 2010, September 1, 2010, September 2, 2010, September 30, 2010, November 10, 2010, December 2, 2010, December 14, 2010, December 15, 2010, December 16, 2010, January 26, 2011, March 10, 2011, March 11, 2011, March 29, 2011, April 28, 2011, May 11, 2011, May 13, 2011, June 7, 2011, June 23, 2011, August 2, 2011, August 4, 2011, August 31, 2011, September 14, 2011, October 6, 2011, October 11, 2011, October 12, 2011 and October 21, 2011. (n) 61. Communications with Creditors 016

Applicants activities under this category consisted primarily of correspondence

with Committee members, general unsecured creditors and other parties-in-interest, in which Morrison & Foerster provided parties-in-interest with periodic updates as to the status of the Debtors bankruptcy proceedings. (o) 62. Lease / Real Estate Analysis 017

This category included matters related to the research, review and analysis of the

Debtors real estate assets. Applicants diligence activities under this category consisted of, among other things, reviewing the Debtors commercial mortgage-backed securities structures, pooling and servicing agreements, and lease agreements. In addition, Applicant prepared

summaries and reports regarding the outcome of its diligence. This category also included 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) 63.

Schedules and Statements 018

This category included matters related to review and analysis of the Debtors filed

schedules and statements of financial affairs. (q) 64. First Day Motions and Hearings 019

This category included matters related to the review and analysis of, and research Applicant also provided advice to and

regarding, the Debtors generic first day motions.

corresponded with the Committee on the foregoing matters. (r) 65. Non-Working Travel 020

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. (s) 66. 2007 Transaction Investigation 022

This category included 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. Applicants diligence activities under this category included, among other things: (i) examining publicly filed documents; (ii) preparing and issuing subpoena and discovery requests to seven (7) parties; (iii) requesting supplemental documentation in connection with a Rule 2004 subpoena; (iv) analysis of several hundred thousand pages of documents; (v) drafting a motion to compel and supporting papers to obtain Apollos compliance with a document subpoena; (vi) researching potential causes of action and related remedies stemming from the 2007 Transaction; (vii) conferring with the Committees financial advisors to assess potential causes of actions, and to analyze the documents in support thereof; (viii) researching and analyzing standing issues as

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well as drafting a standing motion and stipulation with respect to the Committee; and (ix) litigation planning. 67. Ultimately, such causes of action against Apollo and others were consensually

released by the creditors as part of the negotiated settlement embedded in the Plan; however, as part of the Plan, Apollo agreed to contribute funds to the pool of consideration being provided to unsecured creditors. Therefore, the time spent by Applicant with respect to investigating the 2007 Transaction resulted, in part, in an increased recovery for unsecured creditors as well as the avoidance of costly and likely time consuming litigation. (t) 68. Prepetition Lien Review 023

This category included all matters related to the review and analysis of the

validity, extent and priority of the prepetition liens against the Debtors assets. Applicants activities under this category included (i) addressing issues relating to subpoena and discovery requests to the prepetition secured lenders, (ii) reviewing and analyzing the Debtors loan documents and all recordable documents related thereto, such as security instruments and UCC financing statements for purposes of determining perfection, (iii) examining the Debtors recorded security interests and assignments thereof, (iv) drafting and revising a letter agreement with respect to unperfected liens and (v) preparing complaints challenging the perfection of certain liens. In addition, Applicant conducted research regarding various perfection issues within multiple jurisdictions. 69. As a result of Applicants analysis of the prepetition creditors perfection of their

prepetition liens against the Debtors assets, certain alleged deficiencies were discovered with respect to the collateral of (i) LNR Partners, LLC and LNR Securities Holdings, LLC (together, LNR) and (ii) CWCapital Management LLC (CW). The alleged deficiencies were brought

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to the attention of LNR and CW, and were ultimately resolved under the Plan through negotiated distributions to unsecured creditors that provided value greater than what was initially provided for in the plan support agreement. 70. The foregoing general description of services rendered in specific areas is not

intended to be exhaustive of the scope of Applicants 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. REASONABLE AND NECESSARY SERVICES RENDERED BY MORRISON & FOERSTER 71. Morrison & Foerster respectfully submits that the professional services it rendered

on behalf of the Committee during the Fourth Interim Application Period and the Case Application Period were reasonable, necessary and appropriate to the administration of these chapter 11 cases and related matters. 72. Morrison & Foerster advised and assisted the Committee in every phase of these

chapter 11 cases. To this end, as set forth in detail in Exhibit C of this Final Application, numerous Morrison & Foerster attorneys and paraprofessionals from various Morrison & Foerster practice groups expended 612.4 hours during the Fourth Interim Application Period and approximately 5,015.6 hours during the Case Application Period rendering professional services on behalf of the Committee. 73. During the Fourth Interim Application Period, Morrison & Foersters hourly

billing rates for attorneys ranged from $380.00 to $950.00. Allowance of compensation in the amount requested would result in a blended hourly billing rate for attorneys of approximately

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$687.16 (based on 566.9 recorded professional hours by attorneys at Morrison & Foerster at the regular billing rates in effect at the time of the performance of services). 74. During the Case Application Period, Morrison & Foersters hourly billing rates

for attorneys ranged from $325.00 to $950.00. Allowance of compensation in the amount requested would result in a blended hourly billing rate for attorneys of approximately $624.21 (based on 4,545.4 recorded professional hours by attorneys at Morrison & Foerster at the regular billing rates in effect at the time of the performance of services). 75. The fees charged by Morrison & Foerster in these chapter 11 cases are billed in

accordance with its existing billing rates and procedures in effect during the respective fee application periods. The rates Morrison & Foerster charges for the services rendered by its professionals and paraprofessionals in these chapter 11 cases are the same rates Morrison & Foerster charges for professional and paraprofessional services rendered in comparable nonbankruptcy related matters. Such fees are reasonable based on the customary compensation charged by comparably skilled practitioners in non-bankruptcy cases in a competitive national legal market. ACTUAL AND NECESSARY EXPENSES INCURRED BY MORRISON & FOERSTER 76. As set forth in Exhibit D attached hereto, Morrison & Foerster has incurred a total

of $33,627.25 in expenses on behalf of the Committee in providing professional services during the Fourth Interim Application Period and $114,881.55 in expenses during the Case Application Period. Morrison & Foerster states as follows regarding these expenses: (a) It is Morrison & Foersters policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the clients case that would not have been incurred except for representation of that particular client. It is also Morrison & Foersters policy to charge its clients only the amount actually incurred by Morrison & Foerster in connection

(b)

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with such items. Examples of such expenses are postage, overnight mail, courier delivery, transportation, computer assisted legal research, photocopying, outgoing facsimile transmissions, long-distance telephone calls, airfare, meals, and lodging. (c) Morrison & Foerster professionals also may charge their overtime meals and overtime transportation to the Debtors consistent with prepetition practices and in compliance with the Guidelines. Morrison & Foerster generally charges $0.21 per page for standard duplication; however on each monthly fee application Morrison & Foerster reduced this expense by $.11 per page to conform to the $0.10 per page rate prescribed by the Guidelines. In addition, Morrison & Foerster charged approximately $.14 per page for certain voluminous outside duplication services. During the Application Period, Morrison & Foerster charged $1 per page for local faxes and $2 per page for domestic and international fax transmissions.

(d)

77.

The basis for these rates is Morrison & Foersters calculation of the actual cost of

these services. Each of these categories of expenses does not exceed and, in some instances, is below the maximum rate set by the Guidelines. These charges are intended to cover Morrison & Foersters direct operating costs, which costs are not incorporated into the Morrison & Foerster hourly billing rates. Only clients who actually use services of the types set forth in Exhibit D of this Final Application are separately charged for such services. The effect of including such expenses as part of the hourly billing rates would impose that cost upon clients who do not require extensive photocopying and other facilities and services. 78. Many of the actions taken by Morrison & Foerster on behalf of the Committee in

these chapter 11 cases required Morrison & Foerster professionals, on some occasions, to devote time during the evenings and on weekends to perform legal services on behalf of the Committee. These services were essential to advance these cases, meet deadlines and maintain the orderly administration of the Debtors estates. Consistent with firm policy, attorneys and other Morrison & Foerster employees who worked late in the evenings or on weekends were reimbursed for

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their reasonable meal and transportation costs. Morrison & Foersters regular practice is not to include components for those charges in overhead when establishing billing rates, but rather to charge its clients for these and all other out-of-pocket disbursements incurred during the regular course of the rendering of legal services. The reimbursement amounts do not exceed those amounts set forth in the Guidelines. 79. In addition, on many occasions, overnight delivery of documents and other

materials was required to meet expedited deadlines in these chapter 11 cases. The disbursements for such services are not included in Morrison & Foersters overhead for the purpose of setting billing rates, and Morrison & Foerster made every effort to minimize its disbursements in these chapter 11 cases. 80. Morrison & Foerster believes that the actual expenses incurred in providing

professional services during the Fourth Interim Application Period and the Case Application Period were necessary, reasonable and justified under the circumstances to serve the needs of the Debtors in these chapter 11 cases. MORRISON & FOERSTERS REQUESTED FEES AND REIMBURSEMENT OF EXPENSES SHOULD BE ALLOWED BY THIS COURT 81. Section 330 provides that a court may award a professional employed under

section 327 of the Bankruptcy Code reasonable compensation for actual, necessary services rendered . . . and reimbursement for actual, necessary expenses. 11 U.S.C. 330(a)(1).

Section 330 sets forth the criteria for the award of compensation and reimbursement: In determining the amount of reasonable compensation to be awarded, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including (A) (B) the time spent on such services; the rates charged for such services;

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(C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. 330(a)(3). 82. In the instant case, and for the reasons stated throughout this Final Application,

Morrison & Foerster respectfully submits that the services for which it seeks compensation in this Final Application, which includes the Fourth Interim Application Period, were necessary for and beneficial to the Committee during the pendency of these chapter 11 cases. Morrison & Foerster respectfully submits that the services rendered to the Committee were performed economically, effectively and efficiently and the results obtained have significantly benefited the Committee and the unsecured creditor body as a whole. Morrison & Foerster further submits that the compensation requested herein is reasonable in light of the nature, extent and value of such services to the Committee and all parties in interest. 83. More specifically, Morrison & Foersters efforts on behalf of the Committee

contributed to a significant and material improvement in the recovery for general unsecured creditors over the prospects for such creditors at the outset of the Debtors chapter 11 cases. Morrison & Foerster believes that its diligence with respect the 2007 Transaction investigation and the analysis of the prepetition liens against the Debtors was instrumental in obtaining the best and highest recovery for general unsecured creditors that could reasonably be expected

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under the circumstances. In addition, Morrison & Foerster submits that the third-party releases that it assisted in negotiating provide additional value to general unsecured creditors in that it allows them to receive their respective distributions knowing that they will not be asked to return any prepetition payments through post-confirmation avoidance actions. 84. In sum, the services rendered by Morrison & Foerster were necessary and

beneficial to the Committee and were consistently performed in a timely manner commensurate with the complexity, importance, novelty and nature of the issues involved. Accordingly, approval of the compensation sought herein is warranted. NOTICE 85. Morrison & Foerster will provide notice of the hearing held to consider this Final

Application upon: (a) the Debtors and their counsel, (b) the United States Trustee; (c) counsel to Midland Loan Services, a division of PNC Bank, N.A.; (d) counsel to certain Prepetition Lenders (each as identified in the Interim Compensation Order); and (e) those parties who have requested service of all papers in these chapter 11 cases pursuant to Bankruptcy Rule 2002. The Debtors submit that no further notice is required or needed under the circumstances. NO PRIOR REQUEST 86. No prior application for the relief requested herein has been made to this Court or

any other court. [concluded on the following page]

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WHEREFORE, Morrison & Foerster respectfully requests the Court enter an order: (i) awarding on a final basis compensation for professional services rendered during the Fourth Interim Application Period in the amount of $401,224.00 and reimbursement for actual and necessary expenses incurred by Morrison & Foerster during the Fourth Interim Application Period in the amount of $33,627.25; (ii) awarding on a final basis aggregate fees in the amount of $2,898,234.92, and aggregate expenses in the amount of $114,881.55 for the Case Application Period, which includes the fees and expenses for the Fourth Interim Application Period; (iii) directing prompt payment of all compensation and expenses not previously paid; and (iv) granting Morrison & Foerster such other and further relief as is just and proper.

Dated: November 22, 2011 New York, New York

Respectfully submitted,

/s/ 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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EXHIBIT A

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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

Debtors.

CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS IN RESPECT OF FOURTH INTERIM AND FINAL 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 of Innkeepers USA Trust, and its affiliated debtors (collectively, the Debtors). 2. This certification is made in respect of Morrison & Foersters 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 11 U.S.C. 330 (the UST

A-1
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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, 2010 (the Interim Compensation Order), and collectively with the Local Guidelines and UST Guidelines, the Guidelines), in connection with Morrison & Foersters application, dated November 22, 2011 (the Final Application), for final compensation and reimbursement of expenses for the period commencing July 28, 2010 through and including October 27, 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 Final Application; to the best of my knowledge, information, and belief formed after reasonable inquiry, the fees and disbursements sought fall within the Local Guidelines and the UST 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 & Foersters clients; and in providing the reimbursable services reflected in the Final 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 & Foersters 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-2
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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: November 22, 2011 New York, New York /s/ Lorenzo Marinuzzi MORRISON & FOERSTER LLP Lorenzo Marinuzzi Counsel for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al.

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EXHIBIT B

Fourth Interim Period (August 1, 2011 through October 27, 2011)

Case Total (July 28, 2010 through October 27, 2011)

Task Code 001 002 003 004 005 006 007 008 009 010 011 012 013 016 017 018 019 020 022 023 Total

Description Asset Analysis and Recovery Asset Disposition / Sales Business Operations and Advice Case Administration Claims Administration and Objections 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 Lease / Real Estate Analysis Schedules and Statements First Day Motions and Hearings Non-Working Travel 2007 Transaction Investigation Prepetition Lien Review

Hours 0.0 0.0 .9 16.8 3.8 3.6 67.8 1.5 10.4 5.8 468.9 0.0 24.1 8.8 0.0 0.0 0.0 0.0 0.0 0.0 612.4

Fees $0.00 $0.00 $715.50 $4,679.00 $2,845.50 $2,575.50 $32,927.50 $830.00 $7,431.00 $3,671.00 $321,519.50 $0.00 $17,856.00 $6,173.50 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $401,224.00

Hours 26.9 118.6 54.0 188.6 88.3 639.6 464.0 146.0 183.9 172.0 1,340.9 15.2 257.3 85.6 188.4 1.8 20.5 1.5 713.9 308.6 5,015.6

Fees $13,571.00 $87,996.00 $37,380.50 $79,986.00 $60,335.50 $365,141.00 $190,760.00 $87,303.50 $106,659.50 $109,306.50 $901,096.50 $8,839.50 $158,574.00 $55,854.50 $98,330.25 $1,125.00 $10,985.00 $1,192.50 $416,010.50 $160,266.25 $2,950,713.50 $(596.25) $(51,882.33) $2,898,234.92

Less 50% Reduction for Non-Working Travel Less Reduction in Compensation Requested Total Requested

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EXHIBIT C
Fourth Interim Period (August 1, 2011 through October 27, 2011) Name of Professional Partners Dopsch, Peter Financial Transactions 1987 (NY) 1983 (MA) Real Estate 1983 (NY) Litigation 1990 (NY) $730.00 [2010] 0 $0.00 .3 $219.00 Department & Year Admitted Hourly Rate Total Hours Billed Total Compensation Case Total (July 28, 2010 through October 27, 2011) Total Hours Billed Total Compensation

Edelstein, Mark S. Engelhardt, Stefan W.

$850.00 [2010] $745.00 [2010] $785.00 [2011]

0 0 101.0 0 147.0 0

$0.00 $0.00 $79,285.00 $0.00 $116,865.00 $0.00

.2 119.1 299.1 363.7 565 68.4

$170.00 $88,729.50 $234,793.50 $272,775.00 $449,175.00 $59,850.00

Marinuzzi, Lorenzo

Miller, Brett H.

Bankruptcy & Restructuring 1997 (NY) 1996 (NJ) Bankruptcy & Restructuring 1992 (NY) Bankruptcy & Restructuring 1992 (NY)

$750.00 [2010] $795.00 [2011] $875.00 [2010]

Nashelsky, Larren

$900.00 [2010] $950.00 [2011]

0 2.4 0

$0.00 $2,280.00 $0.00

35.0 15.1 81.6

$31,500.00 $14,345.00 $64,872.00

Temple, Jeffrey J. Associates Armstrong, Naja R.

Real Estate 1985 (NY)

$795.00 [2010]

Real Estate 2009 (NY)

$430.00 [2010] $500.00 [2011]

0 0 0 0 0

$0.00 $0.00 $0.00 $0.00 $0.00

158.8 7.4 36.8 5.4 42.4

$68,284.00 $3,700.00 $13,616.00 $2,322.00 $25,864.00

Bagley, Luke T.

Corporate 2010 (NY)

$370.00 [2010] $430.00 [2011]

Capucilli, David

Bankruptcy & Restructuring 2004 (NY) Corporate 2010 (NY) 2009 (NJ) Bankruptcy & Restructuring 2005 (NY)

$610.00 [2010]

Choi, Jinyoung

$370.00 [2010] $430.00 [2011] $590.00 [2010]

0 0 0

$0.00 $0.00 $0.00

36.1 2.3 43.3

$13,357.00 $989.00 $25,547.00

Freimuth, Renee

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Galante, Paul A.

Litigation 2002 (NY) Bankruptcy & Restructuring 2009 (NY) Bankruptcy & Restructuring 2010 (NY) Financial Transactions 2009 (CA) Real Estate 2005 (NY) Bankruptcy & Restructuring 2009 (NY) Litigation 2006 (NY) Corporate 2004 (DE) 2003 (NY) Real Estate 2009 (NY)

$650.00 [2010] $660.00 [2011] $380.00 [2011]

0 86.8 5.2

$0.00 $57,288.00 $1,976.00

299.4 179.9 5.2

$194,610.00 $118,734.00 $1,976.00

Hildbold, William M.

Koshgerian, Stephen P. Kushner, Dina McGovern, Thomas P. Molison, Stacy

$370.00 [2010] $380.00 [2011] $325.00 [2010] $610.00 [2010] $430.00 [2010] $500.00 [2011] $560.00 [2010] $640.00 [2011]

0 0 0 0 0 62 0 5.0

$0.00 $0.00 $0.00 $0.00 $0.00 $31,000.00 $0.00 $3,200.00

125.5 76.4 5.2 30.3 408.6 262.4 19.1 5.0

$46,435.00 $29,032.00 $1,690.00 $18,483.00 $175,698.00 $131,200.00 $10,696.00 $3,200.00

Pizzurro, Eileen A. Powers, Ted

Quarry, Diana L.

$430.00 [2010] $500.00 [2011]

0 0 0 56.6 0 46.9 12.3

$0.00 $0.00 $0.00 $36,224.00 $0.00 $25,795.00 $8,118.00

63.1 2.6 120.3 159.4 187.3 155.1 12.3

$27,133.00 $1,300.00 $70,977.00 $102,016.00 $91,777.00 $85,305.00 $8,118.00

Ramos, Leah A.

Litigation 2005 (NY)

$590.00 [2010] $640.00 [2011]

Richards, Erica

Bankruptcy & Restructuring 2007 (NY) Litigation 2001 (CA) 2006 (NY) Bankruptcy & Restructuring 2002 (NJ) 2003 (NY) Corporate 2010 (NY)

$490.00 [2010] $550.00 [2011] $660.00 [2011]

Whitney, Craig B

Wishnew, Jordan

$625.00 [2011] $660.00 [2011] $370.00 [2010] $380.00 [2011]

0 41.7 0 0

$0.00 $27,522.00 $0.00 $0.00

299.9 239.3 3.3 5.8

$187,437.50 $157,938.00 $1,221.00 $2,204.00

Young, Isaac Raskin

Paraprofessionals Bergelson, Vadim Litigation / Discovery Support Not Admitted Litigation / Discovery Support $245.00 [2010] $250.00 [2011] $245.00 [2010] 0 0 0 $0.00 $0.00 $0.00 5.8 29.5 37.2 $1,421.00 $7,375.00 $9,114.00

Chan, David

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Not Admitted Guido, Laura Bankruptcy & Restructuring Not Admitted Bankruptcy & Restructuring Not Admitted Real Estate Not Admitted Litigation Not Admitted Litigation Not Admitted

$250.00 [2011] $230.00 [2010] $260.00 [2011] $195.00 [2010] $225.00 [2011] $225.00 [2010] $180.00 [2010/2011] $185.00 [2010]

15.9 0 29.6 0 0 0 0 0

$3,975.00 $0.00 $7,696.00 $0.00 $0.00 $0.00 $0.00 $0.00

27.2 166.1 150.5 15.1 9.8 22.0 2.5 4.5

$6,800.00 $38,203.00 $39,130.00 $2,944.50 $2,205.00 $4,950.00 $450.00 $832.50

Keeton, Douglas

Riley, Robin P. Roy, Joshua Weatherholtz, Kyle S. Grand Totals Total Partners Total Associates

250.4 316.5 45.5 612.4

$198,430.00 $191,123.00 $11,671.00 $401,224.00

1,547.5 2,997.9 470.2 5,015.6

$1,216,429.00 $1,620,859.50 $113,425.00 $2,950,713.50 $(596.25) $(51,882.33) $2,898,234.92

Total Paraprofessionals Total Firm Less 50% Reduction for Non-Working Travel Less Reduction in Compensation Requested Total Requested

$401,224.00

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EXHIBIT D
Fourth Interim Period (August 1, 2011 through October 27, 2011) Case Total (July 28, 2010 through October 27, 2011)

Category of Expenses Air Freight Document Preparation Document Retrieval Service Facsimile Filing Fees Legal Research Long Distance Telephone Meals Messenger Service Outside Copy Service Photocopies Postage Reporting Fees Secretarial Overtime Travel/Transportation Total

Amount $0.00 $0.00 $0.00 $0.00 $500.00 $5,078.10 $24.30 $144.46 $160.50 $4,567.00 $102.60 $0.00 $22,468.45 $0.00 $581.84 $33,627.25

Amount $415.51 $2,446.50 $254.78 $2.00 $21,595.00 $25,914.50 $361.43 $757.29 $668.00 $5,936.91 $1,286.97 $55.00 $51,831.55 $187.50 $3,168.61 $114,881.55

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