Objection Deadline: January 28, 2011 at 4:00 PM

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

NOTICE OF FIRST INTERIM FEE APPLICATION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE INDEPENDENT COMMITTEE FOR THE PERIOD FROM JULY 19, 2010 THROUGH NOVEMBER 30, 2010

This is a first interim application. Name of Applicant: Fried, Frank, Harris, Shriver & Jacobson LLP

Authorized to Provide Professional Services to: Committee of Independent Trustees of the Board of Trustees of Innkeepers USA Trust Date of Retention: Order entered on November 10, 2010 retaining Fried, Frank, Harris, Shriver & Jacobson LLP, nunc pro tunc to September 10, 2010

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.

Period for which Compensation and Reimbursement Is Sought: Amount of Compensation Sought as Actual, Reasonable, and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary:

July 19, 2010 through November 30, 2010 $328,465.00 $6,640.60

PLEASE TAKE NOTICE THAT you can receive a copy of the First Interim Application of Fried, Frank, Harris, Shriver & Jacobson LLP for the Period from July 19, 2010 through November 30, 2010 (the Interim Application) by: (a) accessing the website maintained by Omni Management Group, LLC (Omni), at www.omnimgt.com/innkeepers; (b) contacting Omni directly at Innkeepers Hospitality c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436; or (c) accessing the PACER system on the Courts website at www.nysb.uscourts.gov for a nominal fee. Summary of Monthly Applications for Interim Period:
Date Filed 11/24/2010 12/23/2010 Period Covered 9/10/2010-10/31/2010 11/1/2010-11/30/2010 Requested Fees Expenses $243,259.00 $3,458.29 $85,206.00 $3,182.31 Paid Fees Expenses $194,607.20 3,458.29

Summary of Any Objections to Monthly Applications: None Filed.2 PLEASE TAKE FURTHER NOTICE that, pursuant to the Courts Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members, dated August 12, 2010 [Dkt. No. 189] (the Interim Compensation Order), objections, if any, to the Interim Application must be filed with the Court and served on the Applicant at the address set forth below and the Notice Parties (as
2

On December 20, 2010, Midland Loan Services, Inc. (Midland) filed Midland's Reservation Of Rights With Respect To The Monthly Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from September 10, 2010 through October 31, 2010 (the Reservation of Rights) [Dkt. No. 774].

such term is defined in the Interim Compensation Order) so as to be actually received by 4:00 p.m. prevailing Eastern Time on January 28, 2011. If no objections to the Interim Application are timely filed, the Court may enter an order granting the Interim Application without a hearing.

Dated: New York, New York January 14, 2011 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP By: ___/s/ Bonnie Steingart____ Bonnie Steingart One New York Plaza New York, New York 10004 Telephone: 212.859.8000 Facsimile: 212.859.4000 Attorneys for the Independent Committee

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