James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S.

Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) ) ) ) ) )

In re: INNKEEPERS USA TRUST, et al.,11 Debtors.

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

DECLARATION OF TODD BRENTS IN SUPPORT OF DEBTORS FIFTH OMNIBUS OBJECTION TO CLAIMS (CLAIMS TO BE RECLASSIFIED AND, IN CERTAIN CASES, REDUCED) I, Todd Brents, hereby declare (this Declaration) that the following is true to the best of my knowledge, information, and belief:
1

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.

K&E 18840973

1.

My name is Todd Brents. I am currently a Managing Director with AlixPartners,

LLC (AlixPartners). I have worked as a restructuring and financial consultant for over 20 years serving various industries including, among others, real estate, hospitality, retail, manufacturing, financial services, and technology industries. I have substantial knowledge and experience advising large companies and assisting troubled companies with stabilizing their financial condition, analyzing their options, and developing appropriate business plans to accomplish restructuring initiatives. If called and sworn as a witness, I could and would testify competently to the matters set forth herein. 2. I submit this declaration (this Declaration) in accordance with Rule 1007-2 of

the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules) in support of the Debtors Fifth Omnibus Objection to Claims (Claims To Be Reclassified and, in Certain Cases, Reduced) (the Objection), which is filed

contemporaneously herewith. 3. The facts set forth in this Declaration are based upon my personal knowledge,

upon information and belief, or upon records kept in the ordinary course of business. 4. Considerable time and resources have been expended to ensure a high level of

diligence in reviewing and reconciling the proofs of claim filed against the Debtors in these Chapter 11 Cases (the Claims). 5. I oversaw those involved in the process of reviewing and reconciling the Claims

filed against the Debtors, as well as in the preparation of the Objection. In this regard, I: (a) oversaw the review of (i) the Claims register, by which those under my supervision identified Claims that should be allowed, disallowed, adjusted, or reclassified and (ii) the books and records with respect to the Claims described in the Objection (the Disputed Claims); (b) conferred with the Debtors employees and professionals having knowledge relevant to 2

understanding the validity of the Claims; (c) approved the inclusion of the Disputed Claims in the Objection; (d) reviewed the Objection and the proposed order attached thereto as Exhibit A; and (e) reviewed and approved the information contained in Schedules 1-2 attached thereto (the Schedules) and the justifications set forth therein. information contained in the Schedules. The Disputed Claims A. Wrong Debtor Claims to be Reclassified 1. To the best of my knowledge, information, and belief, I have determined that the Accordingly, I am familiar with the

Claims listed on Schedule 1 to Exhibit A (the Wrong Debtor Claims to be Reclassified) are against the wrong Debtor. After reviewing the Debtors books and records, I have identified the appropriate Debtors against which such Claims may be valid. 2. Failure to reclassify the Wrong Debtor Claims to be Reclassified could result in

the relevant claimants receiving a recovery from Debtors against which such creditors do not hold valid Claims, to the detriment of creditors that do hold valid Claims against that Debtor. Therefore, the Wrong Debtor Claims to be Reclassified should be reclassified as Claims against the Debtor listed in the rows entitled Correct Debtor on Schedule 1 to Exhibit A. B. Compound Claims to be Reclassified 3. To the best of my knowledge, information, and belief, I have determined that the

Claims listed on Schedule 2 to Exhibit A (the Compound Debtor Claims to be Reclassified) include those proofs of Claim filed against a single Debtor that the Debtors have determined are appropriately divided across multiple Debtors. After reviewing the Debtors books and records, I have identified the appropriate Debtors against which such Claims may be valid. 4. Failure to reclassify the Compound Claims to be Reclassified could result in the

relevant claimants receiving a recovery from Debtors against which such creditors do not hold 3

valid Claims, to the detriment of creditors that do hold valid Claims against that Debtor. Therefore, the Compound Claims to be Reclassified should be reclassified as Claims against the Debtors listed in the rows entitled New Claim on Schedule 1 to Exhibit A. 5. To the best of my knowledge, information, and belief, the assertions made in the In evaluating the Disputed Claims, the Debtors have thoroughly

Schedules are accurate.

reviewed their books and records and the relevant proofs of Claim, as well as the supporting documentation provided by each claimant and have determined that each such Disputed Claim requires reclassification and, in certain cases, reduction. As such, I believe that reclassification and, in certain cases, reduction of the Claims set forth in the Schedules is warranted.

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CONCLUSION Based upon my review, or the review of those working at my direction, of the Claims register, the Debtors' books and records and the Debtors' schedules of assets and liabilities, I believe that granting the relief requested in the Objection is in the best interests of the Debtors, their estates and their creditors, and that the information contained in the Schedules is accurate. Pursuant to 28 U.S.C. 1746, I declare under penalty of pe1jury that the foregoing is true and correct. Dated: April20, 2011