Lee S.

Attanasio SIDLEY AUSTIN LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5300 (tel) (212) 839-5599 (fax) Counsel for Appaloosa Investment L.P. I UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

Hearing Date: September 1, 2010 at 8:30 a.m.

) In re: ) ) INNKEEPERS USA TRUST, et al., ) ) Debtors. ) ________________________________________ )

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

MOTION FOR AN ORDER AUTHORIZING APPALOOSA INVESTMENT L.P. I TO FILE UNDER SEAL PORTIONS OF OBJECTION TO DEBTORS CASH COLLATERAL MOTION AND MOTION TO ASSUME PLAN SUPPORT AGREEMENT TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE: Appaloosa Investment L.P. I (Appaloosa), a party in interest in these cases, files this motion (Motion) for an order authorizing Appaloosa to file under seal portions of Appaloosa Investment L.P. Is Objection to (I) Debtors Motion for the Entry of Interim and Final Orders (A) 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. Sec. 361, 362, and 363, (B) to the Extent Approved in the Final Order, Granting Senior Secured, Priming Liens On Certain Postpetition Intercompany Claims, (C) to the Extent Approved in the Final Order, Granting Administrative Priority Status to Certain Postpetition Intercompany Claims, and (D) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(B); and (II) Debtors Motion for an Order (A) Authorizing the Debtors to Assume the Plan Support

Agreement and (B) Granting Related Relief (the Objection), filed concurrently herewith, and respectfully represents as follows: Introduction 1. Appaloosa submits this motion, pursuant to the Protective Order (as defined

below) entered herein for entry of an order, in substantially the form submitted herewith, authorizing Appaloosa to file under seal portions of its Objection to the Cash Collateral Motion and PSA Motion (each, as defined below). This Court has jurisdiction over the subject matter of this motion pursuant to 28 U.S.C. 1334. Jurisdiction and Venue 2. This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue in this

Court is proper pursuant to 28 U.S.C. 1408 and 1409(a). This motion is filed pursuant to this Courts continuing jurisdiction over its Stipulated Protective Order [Docket No. 203], entered August 16, 2010 (the Protective Order). 3. On July 19, 2010, the Debtors filed the Debtors Motion for the Entry of Interim

and Final Orders (A) 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. Sec. 361, 362, and 363, (B) to the Extent Approved in the Final Order, Granting Senior Secured, Priming Liens on Certain Postpetition Intercompany Claims, (C) to the Extent Approved in the Final Order, Granting Administrative Priority Status to Certain Postpetition Intercompany Claims, and (D) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) [Docket No. 13] (the Cash Collateral Motion); and the Debtors Motion for an Order (A) Authorizing the Debtors to Assume the Plan Support Agreement and (B) Granting

Related Relief [Docket No. 15] (the PSA Motion and together with the Cash Collateral Motion, the Motions) 4. 5. Appaloosa has filed its Objection to the Motions concurrently herewith. Appaloosas Objection refers to information designated as Confidential or

Highly Confidential under the Protective Order as well as transcripts and exhibits from depositions taken within the past seven (7) days (which, under the Protective Order, is deemed to be Highly Confidential during that period). 6. Such information and exhibits have been redacted from the Objection which

Appaloosa filed publicly on the docket for these chapter 11 cases. Unredacted versions of the Objection have been provided to the Court and served on signatories to the Protective Order in accordance with the terms of the Protective Order. 7. The Protective Order does not require parties thereto to seek affirmative relief

before filing under seal pleadings seeking to use Confidential or Highly Confidential information. However, in an abundance of caution, Appaloosa is filing this Motion in order to comply with the Protective Orders requirements for dealing with such information. 8. For the avoidance of doubt, Appaloosa does not intend to seek to have the

redacted information/exhibits unsealed or filed with the other pleadings in these cases. Local Rule 9013-1(a) 9. This Objection includes citations to the applicable rules and statutory authorities

as support and a discussion of their application to this Objection. Accordingly, Appaloosa submits that this Objection satisfies Rule 9013-1(a) of the Local Rules for the Southern District of New York and respectfully requests the waiver of the need to file a supporting memorandum of law.

Conclusion WHEREFORE, Appaloosa respectfully requests that the Court enter the order, substantially in the form submitted herewith, (a) authorizing Appaloosa to file its Objection under seal; and (b) granting such other and further relief as the Court deems appropriate. Dated: New York, New York August 23, 2010 /s/ Lee S. Attansaio Lee S. Attanasio SIDLEY AUSTIN LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5300 (tel) (212) 839-5599 (fax) Counsel for Appaloosa Investment L.P. I

PROPOSED ORDER

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) ) INNKEEPERS USA TRUST, et al., ) ) Debtors. ) ________________________________________ ) In re: Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

ORDER AUTHORIZING APPALOOSA INVESTMENT L.P. I TO FILE UNDER SEAL PORTIONS OF OBJECTION TO DEBTORS CASH COLLATERAL MOTION AND MOTION TO ASSUME PLAN SUPPORT AGREEMENT Upon the motion (the Motion)1 of Appaloosa Investment L.P. I (Appaloosa) in connection with the above-captioned debtors (collectively, the Debtors) for entry of an order authorizing Appaloosa to file under seal portions of Appaloosa Investment L.P. Is Objection to (I) Debtors Motion for the Entry of Interim and Final Orders (A) 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. Sec. 361, 362, and 363, (B) to the Extent Approved in the Final Order, Granting Senior Secured, Priming Liens On Certain Postpetition Intercompany Claims, (C) to the Extent Approved in the Final Order, Granting Administrative Priority Status to Certain Postpetition Intercompany Claims, and (D) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(B); and (II) Debtors Motion for an Order (A) Authorizing the Debtors to Assume the Plan Support Agreement and (B) Granting Related Relief (the Objection) pursuant to this Courts Protective Order and it appearing that (i) the relief requested in the Motion is appropriate; (ii) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (iii) this proceeding is a core proceeding pursuant to 28 U.S.C.

Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in the Motion.

 157(b)(2); (iv) venue of this proceeding and this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; and (v) notice of this Motion was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefore, it is hereby: ORDERED that the Motion is GRANTED; and its is further ORDERED that Appaloosa is authorized to file portions of its Objection under seal; and it is further ORDERED that all information filed under seal pursuant to this Order shall remain under seal until further order of the Court; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order. Dated: August ___, 2010 New York, New York

THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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