Obj. Due: May 27, 2011 4:00 p.m.

UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ) ) ) ) ) ) )

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

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

NOTICE OF FILING BY AP SERVICES, LLC OF REPORT OF COMPENSATION EARNED AND EXPENSES INCURRED FOR THE PERIOD FROM NOVEMBER 1, 2010 THROUGH MARCH 31, 2011 In accordance with the Final Order Under 11 U.S.C. 105 and 363 Authorizing the Employment of AP Services, LLC (APS) as crisis managers for the Debtors (Docket No. 192), pursuant to the terms of the engagement letter dated June 5, 2010 and appointing Nathan Cook as Interim Chief Financial Officer; notice is hereby given that APS has filed a report of compensation earned and expenses incurred for the period of November 1, 2010 through March 31, 2011. Objections, if any, are due on or before 4:00 p.m. on May 27, 2011. At the same time, you must also serve a copy of the response on APS. A HEARING WILL BE HELD, only if an objection is timely filed and served, before the Honorable Shelly C. Chapman, U.S. Bankruptcy Judge, Alexander Hamilton Custom House, One Bowling Green, New York, NY 10004, at a date and time to be scheduled by the Court.

Dated: May 13, 2011

/s/ Nathan Cook Nathan Cook AP Services, LLC

UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

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

) ) ) ) ) ) )

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

REPORT BY AP SERVICES, LLC OF COMPENSATION EARNED AND EXPENSES INCURRED FOR THE PERIOD FROM NOVEMBER 1, 2010 THROUGH MARCH 31, 2011

Exhibit A Summary of Compensation and Expenses Exhibit B Summary of Professionals and Fees Exhibit C Summary of Expenses Exhibit D Summary of Services Exhibit E Detailed Time Entries for the period of November 1, 2010 through March 31, 2011 (to be served upon the Office of the U.S. Trustee. Available for review upon request by other parties.)

Dated: May 13, 2011

/s/ Nathan Cook Nathan Cook AP Services, LLC

Exhibit A AP Services, LLC Summary of Compensation and Expenses InnKeepers USA Trust, et al. November 1, 2010 through March 31, 2011

Period November 1, 2010 to November 30, 2010 $ December 1, 2010 to December 31, 2010 January 1, 2011 to January 31, 2011 February 1, 2011 to February 28, 2011 March 1, 2011 to March 31, 2011 Total Accrued $ Less: CFO Adjustment Total Invoiced $

Fees 462,094.00 $ 451,126.00 506,724.50 433,223.00 647,296.50 2,500,464.00 $ (142,729.00) 2,357,735.00 $

Expenses 18,987.21 29,328.01 13,072.52 30,679.88 26,321.16 118,388.78 118,388.78

$ $

TOTAL 481,081.21 480,454.01 519,797.02 463,902.88 673,617.66 2,618,852.78 (142,729.00) 2,476,123.78

AP Services may determine, from time to time, to augment its professional staff with independent contractors (each an Independent

Contractor) in these chapter 11 cases. AP Services standard practice is to charge for an Independent Contractors services at the AP Services rate for a professional of comparable skill and experience, which rate typically exceeds the compensation provided by AP Service to such Independent Contractor. AP Services did not use I/Cs during this Compensation Period.

Exhibit B AP Services, LLC Summary of Professionals and Fees InnKeepers USA Trust, et al. November 1, 2010 through March 31, 2011

Name of Professional Nathan Cook

Temporary Employees - Individuals With Executive Officer Positions Description Hourly Hourly of Function Rate 2010 Rate 2011 Nov-10 Dec-10 Jan-11 Feb-11 Chief Financial Officer $ 710.00 $ 740.00 171.10 153.20 189.80 164.80 Less: CFO Adjustment

Total Mar-11 Total Hours Compensation 202.80 881.70 642,729.00 (142,729.00) $ 500,000.00

Additional Temporary Staff Employees - Full-Time Description Hourly Hourly of Function Rate 2010 Rate 2011 Nov-10 Dec-10 Jan-11 Bankruptcy Administration $ 860.00 $ 0.30 Bankruptcy Administration $ 760.00 $ 790.00 59.00 98.00 79.40 Cash Management and Reporting $ 620.00 $ 645.00 145.10 141.70 211.90 Preference Analysis/Bankruptcy Adam Sanderson Administration $ 620.00 $ 645.00 80.70 41.80 Bankruptcy Administration and Raymond J Adams PIP Program Management $ 580.00 $ 600.00 180.20 183.30 187.30 IT Assessment $ - $ 600.00 0.00 Greg Orler Kareem El-Alaily IT Assessment $ - $ 490.00 Krishnan Ramachandran Bankruptcy Administration $ 270.00 $ 290.00 188.90 177.00 187.90 654.20 641.80 666.50 Name of Professional Ted Stenger Todd Brents Kurt J Beckeman 825.30 795.00 856.30

Feb-11 22.20 170.10 19.10 202.10 4.10 167.00 584.60 749.40

Total Mar-11 Total Hours Compensation 0.30 258.00 36.60 295.20 228,498.00 193.80 862.60 549,207.00 116.30 227.70 39.20 84.90 229.50 928.00 1130.80 257.90 980.60 39.20 89.00 950.30 3,474.80 3,474.80 163,283.00 581,090.00 23,520.00 43,610.00 268,269.00 $ 1,857,735.00 $ 2,357,735.00

Exhibit C AP Services, LLC Summary of Expenses InnKeepers USA Trust, et al. November 1, 2010 through March 31, 2011

Expense Categories Airfare Airfare Credit Adjustment Cab Fare / Ground Transportation Conference Calls Lodging Meals & Tips Mileage Parking & Tolls/Gas Rental Car TOTAL

November-10 December-10 January-11 February-11 March-11 $ 9,488.75 $ 16,321.50 $ 9,288.52 $ 17,472.50 13,031.37 $ (1,500.00) 1,068.06 2,297.99 505.26 2,072.41 2,383.58 104.37 29.84 24.85 3,366.90 3,985.06 3,215.24 2,915.28 2,313.20 2,479.73 1,828.53 3,098.95 3,914.21 29.07 835.09 1,407.82 678.96 1,247.44 856.72 1,810.84 2,806.07 2,271.25 3,573.34 3,166.08 $ 18,987.21 $ 29,328.01 $ 13,072.52 $ 30,679.88 $ 26,321.16

$ $ $ $ $ $ $ $ $ $

TOTAL 65,602.64 (1,500.00) 8,327.30 159.06 13,482.48 13,634.62 29.07 5,026.03 13,627.58 118,388.78

Exhibit D AP Services, LLC Summary of Services InnKeepers USA Trust, et al. November 1, 2010 through March 31, 2011

Interim CFO and Consulting Services Led the Debtors finance and treasury functions. Developed and implemented cash management strategies, tactics, processes, and related reporting. Led the preparation of and monitored financial performance reports for internal and external use, including, among other things, monthly financial statements, and management and board reporting packages. Assisted in communication and negotiation with outside constituents including lenders, shareholders, prospective investors, and their respective advisors. Primary responsibility for the preparation of regular reports and information required by the Bankruptcy Court and the Debtors stakeholders. Coordinated and responded to due diligence and information requests from the Debtors constituents, as well as prospective bidders for the companys assets. Assisted in the preparation of funding draw requests and related lender diligence requests with respect to the Companys two Debtor-in-Possession (DIP) credit facilities in excess of $70 million. Led the preparation of Product Improvement Program (PIP) Flash Reports and budget variance tracking. Assisted in the review of financial and accounting issues contained within various filings with the Bankruptcy Court. Assisted in the preparation of the Companys annual 2011 Budget and related longer term forecasts. Reviewed and approved Purchase Orders for PIPs and other capital expenditures.

Bankruptcy Administration

Assisted the Debtors in implementing authority received under First Day Motions and developed procedures for tracking activities.

Exhibit D AP Services, LLC Summary of Services InnKeepers USA Trust, et al. November 1, 2010 through March 31, 2011 Assisted the Debtors in accounting for and executing cutoff and segregation of prepetition liabilities. Assisted the Debtors in executing a communication plan with vendors, employees and key constituents regarding impact of restructuring. Assisted the Debtors in the preparation and filing of Monthly Operating Reports and periodic Rule 2015 filings. Provided data and analytical support to claims agent for issues relating to filed claims, scheduled claims, creditor address information, and noticing.

Assisted field and corporate locations in responding to inquiries and actions from vendors associated with the filing and cessation of pre-petition payments. Responded to inquiries and motions from vendors regarding PACA and 503(b)(9) claims. Performed analysis of asserted 503(b)(9) claims and developed estimates of projected cash requirements. Assisted the Debtors in responding to and managing adequate assurance payments with utilities. Performed analysis of vendor preference payments and created estimate of potential values. Performed claims analysis of over 1,700 filed claims, enabling the creation of claims estimates by Debtors and by classification. Created claims objections for 9 Omnibus Objections filed or to be filed.

Accounting Finance Led the development and maintenance of cash reports required pursuant to the Cash Collateral Order, including, but not limited to, 13-week cash forecasts, variance reports, flash reports, and application reports. Assisted in the completion and delivery of monthly reporting requirements to the Debtors constituents. Assisted the Debtors in the development of budgets and tracking procedures for PIPs at hotels.

Exhibit D AP Services, LLC Summary of Services InnKeepers USA Trust, et al. November 1, 2010 through March 31, 2011 Assisted in the detailed review of the Debtors financial forecasts and budgets. Assisted in the approval process of Purchase Order Requests for PIPs. Assisted in the development of budgets and tracking procedures for TV (LCD/HDTV) purchases for non-PIP properties. Assisted in communication initiatives with Providers of Free-to-Guest (FTG) and PayPer-View (PPV) Assisted in the development of budgets and tracking procedures for Module 14 Fire & Life Safety Protection Standards (MOD14). Assisted in the preparation and review of draw requests pursuant to the Debtors two DIP facilities. Assisted in the review of weekly check runs to ensure adherence to Bankruptcy Court orders. Assisted in communications with vendors related to payments, term changes, deposits, etc. Assisted in the monitoring of cash disbursements to ensure adherence to managements cash budget. Ensured adherence to credit agreement covenants and other requirements, and prepared related covenant tests. Reviewed professional fee and expense invoices, and monitored payments.

Information Technology (IT) Assessment Prepared an assessment of the Debtors IT systems and the impact associated with a potential separation from the existing third-party IT manager. Developed an implementation plan to back-up the data contained on the current JD Edwards IT system. Review IT and Technology-related functionality in the event of a carve-out. Reviewed the Debtors IT disaster recovery plan.

Exhibit D AP Services, LLC Summary of Services InnKeepers USA Trust, et al. November 1, 2010 through March 31, 2011

Reviewed the Debtors IT budgets and annual spend. Analyzed the current JD Edwards system and compared against other accounting software systems.

Exhibit E AP Services, LLC Detailed Time Entries InnKeepers USA Trust, et al. November 1, 2010 through March 31, 2011

Detailed time entries for the period November 1, 2010 through March 31, 2011 will be served upon the Office of the U.S. Trustee. These are available for review upon request by other parties.