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. 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 EIGHTH OMNIBUS OBJECTION TO CLAIMS (CLAIMS TO BE RECLASSIFIED, CLAIMS TO BE ADJUSTED, COMPOUND CLAIMS TO BE RECLASSIFIED, WRONG DEBTOR CLAIMS, NO LIABILITY CLAIMS, AND AMENDED AND REPLACED CLAIMS) 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 19075661

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 Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) (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, reclassified, adjusted, or reduced and (ii) the books and records with respect to the Claims described in the Objection (the Disputed Claims); 2

(b) conferred with the Debtors employees and professionals having knowledge relevant to 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 1-5 attached thereto (the Schedules) and the justifications set forth therein. information contained in the Schedules. The Disputed Claims A. Claims to be Reclassified 6. To the best of my knowledge, information, and belief, I have determined that each Accordingly, I am familiar with the

of the Claims listed on Schedule 1 (the Claims to be Reclassified) are against an incorrect Debtor. Certain of the Claims to be Reclassified are also inconsistent with the Debtors books and records in terms of priority and amount. Failure to reclassify and, where appropriate, adjust and reduce the Claims to be Reclassified could result in the relevant claimants, as well as certain other creditors of the affected Debtors, receiving an unwarranted recovery against the Debtors, to the detriment of other similarly-situated creditors. Therefore, the Claims to be Reclassified should be reclassified as to Debtor, adjusted as to priority, and reduced as to amount, as applicable, in the manner identified in the corresponding row entitled Correct Debtor/Adjusted Priority/Remaining Claim on Schedule 1, as applicable. B. Claims To Be Adjusted 7. To the best of my knowledge, information, and belief, I have determined that each

of the Claims listed on Schedule 2 (the Claims to be Adjusted) assert an incorrect priority. Certain of the Claims to be Adjusted also seek recovery of amounts in excess of the potential liabilities reflected in the Debtors books and records. Failure to adjust and, where appropriate, reduce the Claims to be Adjusted could result in the relevant claimants, as well as certain other 3

creditors of the affected Debtors, receiving an unwarranted recovery against the Debtors, to the detriment of other similarly-situated creditors. Therefore, the Claims to be Adjusted should be adjusted as to priority and reduced as to amount, as applicable, in the manner identified in the corresponding row entitled Adjusted Priority/Remaining Claim on Schedule 1, as applicable. C. Compound Debtor Claims to be Reclassified 8. To the best of my knowledge, information, and belief, I have determined that the

Claims listed on Schedule 3 (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. 9. 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 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 3. D. The Wrong Debtor Claims 10. To the best of my knowledge, information, and belief, I have determined that the

Claims identified as Wrong Debtor Claim on Schedule 4 (the Wrong Debtor Claims) duplicate the Claims identified on Schedule 4 as Remaining Claim (the Surviving Claims), except that the Wrong Debtor Claims are filed against a different Debtor than the Surviving Claims. While the claimants may be entitled to a claim against certain of the Debtors, the Debtors have determined that their books and records do not reflect the liabilities asserted in the Wrong Debtor Claims, and therefore these claims should be disallowed and expunged.

E.

The No Liability Claims 11. To the best of my knowledge, information, and belief, I have determined that the

Claims listed on Schedule 5 (the No Liability Claims) should be expunged because the Debtors books and records indicate such Claims are not owed by any of the Debtors. Specifically: Debtor Innkeepers Financing Partnership LP paid the amounts asserted Claim number 705, filed by the Commonwealth of Massachusetts against Innkeepers USA Limited Partnership, by check number 48975 on April 14, 2006. Claim number 1555, filed by Quoizel, Inc. against Innkeepers USA Limited Partnership, is on account of a cancelled purchase order. The Debtors cancelled the purchase order before the Petition Date and forfeited their deposit of 50% of the purchase order amount. The Debtors books and records show no further amounts owing to Quoizel, Inc. on account of the purchase order. Claim number 1227, filed by Sterling Palm Beach, LLC, against Innkeepers USA Trust et al., is on account of a cancelled lease. The Debtors reached a prepetition settlement with the claimant. And the Debtors books and records show no further amounts owing, pursuant to the prepetition settlement or otherwise.

12. 13.

In sum, the Debtors owe no liability on account of the No Liability Claims. 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 disallowance and expungement, reclassification, adjustment, and/or reduction. As such, I believe that disallowance and expungement, reclassification, adjustment, and/or reduction of the Claims set forth in the Schedules is warranted.