Hearing Date: March 10, 2011 at 2:00 p.m.

(Eastern)

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 Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al., Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

RESERVATION OF RIGHTS OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO DEBTORS MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS TO ENTER INTO THE COMMITMENT LETTER WITH FIVE MILE CAPITAL II POOLING REIT LLC, LEHMAN ALI INC., AND MIDLAND LOAN SERVICES, (II) APPROVING THE NEW PARTY/MIDLAND COMMITMENT BETWEEN THE DEBTORS AND MIDLAND LOAN SERVICES, (III) APPROVING BIDDING PROCEDURES, (IV) APPROVING BID PROTECTIONS, (V) AUTHORIZING AN EXPENSE REIMBURSEMENT TO BIDDER D, AND (VI) MODIFYING CASH COLLATERAL ORDER TO INCREASE EXPENSE RESERVE The Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust, et al. (the Debtors or the Company) hereby submits the following reservation of rights to the Debtors Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC (Five Mile), Lehman ALI Inc. (Lehman), and Midland Loan Services (Midland), (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures (the Bidding Procedures), (IV) Approving Bid Protections,
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(V) Authorizing an Expense Reimbursement to Bidder D (Bidder D), and (VI) Modifying the Cash Collateral Order to Increase Expense Reserve (the Motion):1 1. As was reported to the Court earlier this week, the Debtors, Lehman, Five Mile

and the Committee had agreed in principle to a resolution of the Committees objections to the Motion. As evidenced by the Term Sheet annexed to the Amended Commitment Letter, the proposed stalking horse bid now provides for holders of general unsecured claims to share a pot of cash in the amount of the lesser of $3.75 million and 65% of the face amount of the general unsecured claims against the Fixed/Floating Debtors (excluding any deficiency claims) that are not otherwise paid pursuant to a first day order. 2. Upon reviewing the Amended Commitment Letter and Term Sheet yesterday, the

Committee was disappointed to realize that not all of its objections had been resolved. The Amended Commitment Letter continues to include a death trap provision to which the Committee objects. In particular, in describing the treatment of unsecured debt, the Term Sheet annexed to the Amended Commitment Letter states that those classes that do not vote in favor of and otherwise support the Fixed/Floating Plan will not receive a distribution from the Unsecured Claims Fund and will not receive a waiver of preferences under section 547 of the Bankruptcy Code or, to the extent related thereto, section 550 of the Bankruptcy Code. 3. The continued inclusion of the death trap provision is not acceptable to the

Committee, as it does not serve a purpose here. The holders of general unsecured claims in these cases are, for the most part, vendors and service providers. While the Committee is certainly hopeful that every creditor eligible to vote would carefully consider all materials included in any plan solicitation package, the reality is that many creditors with insubstantial claims in these
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All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

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cases may not take advantage on the opportunity to review a disclosure statement and plan. If few ballots are cast under a given plan, all holders of claims against those debtors are at risk of being denied a recovery not because they sought to defeat confirmation, but simply because of a lack of votes. 4. Section 12 of the Amended Commitment Letter provides that it shall become

effective once counsel to the Official Committee of the Unsecured Creditors in these Chapter 11 cases memorializ[es] on the record at the hearing on the Bid Procedures Motion its support of the Transactions contemplated by this Amended Commitment Letter and Term Sheet. However, at this time, the Committee can not commit itself to satisfying that condition unless the death trap provision is deleted.

Dated: March 9, 2011 New York, New York /s/ Lorenzo Marinuzzi Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al.

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