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 NINTH OMNIBUS OBJECTION TO CLAIMS (CLAIMS TO BE RECLASSIFIED, CLAIMS TO BE ADJUSTED, COMPOUND CLAIMS TO BE RECLASSIFIED, WRONG DEBTOR CLAIMS TO BE RECLASSIFIED, NO LIABILITY CLAIMS, WRONG DEBTOR CLAIMS, EQUITY INTEREST CLAIMS, INSUFFICIENT SUPPORT CLAIMS, AMENDED AND REPLACED CLAIMS, AND DUPLICATIVE CLAIMS)

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 19196970

I, Todd Brents, hereby declare (this Declaration) that the following is true to the best of my knowledge, information, and belief: 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 Ninth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims to be Reclassified, No Liability Claims, Wrong Debtor Claims, Equity Interest Claims, Insufficient Support Claims, Amended and Replaced Claims, and Duplicative 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: 2

(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); (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 1-10 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. 3

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 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 2, 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. Wrong Debtor Claims to be Reclassified 10. To the best of my knowledge, information, and belief, I have determined that the

Claims listed on Schedule 4 (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.

11.

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 4. E. The No Liability Claims 12. 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: Claim number 1810, filed by CIT Technology Financing Services, Inc. against Grand Prix IHM, Inc., is a Claim for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors are not liable for any contract rejection damages, and the Claim should be expunged. Claim number 1684, filed by CIT Technology Financing Services, Inc. against Grand Prix Floating Lessee LLC, is a Claim for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for any contract rejection damages, and the Claim should be expunged. Claim number 1203, filed by De Lage Landen Financial Services, Inc. against Grand Prix Fixed Lessee LLC, is a Claim for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for any contract rejection damages, and the Claim should be expunged. Claim number 863, filed by Inland Empire Heating & A/C (Inland) against Innkeepers USA Trust et al., is on account of a subcontract at the Hilton Ontario between Inland and Magnus Construction Management, Inc. The Debtors are not a party to the subcontract with the claimant. As such, the Debtors owe no liability on account of the Claim, and the Claim should be disallowed and expunged. 5

Claim number 766, filed by Liberty Mutual Insurance Company against Innkeepers USA Trust, et al., is on account of an insurance contract. Pursuant to the Insurance Order, the Debtors are current on insurance payments. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim. Claim number 334, filed by Margaret Keller against Innkeepers USA Trust, et al., is on account of a workers compensation claim. Any recovery will come solely from the proceeds of the Debtors applicable insurance policies and not against the Debtors, their estates, or their successors. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim. Claim number 652, filed by NLP against Innkeepers USA Limited Partnership, is on account of the claimants attorneys fees in connection with a commercial litigation involving the Debtors. The Debtors books and records indicate the Debtors are not liable for attorneys fees, and the Claim should be expunged. Claim number 670, filed by Royal Finish, Inc. against Innkeepers USA Trust, et al., asserts both priority and unsecured Claims in the amount of $1,007.00. The Debtors paid that amount by check number 116737 on October 8, 2010. Claim number 348, filed by Sunbelt Pools of Georgia, LLC against Grand Prix Fixed Lessee LLC, is a Claim for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for any contract rejection damages and the Claim should be expunged. Claim number 647, filed by Ward Auto, against Innkeepers USA Trust, et al., asserts both priority and unsecured Claims in the amount of $3,752.46. The Debtors paid that amount by check number 114295 on September 9, 2010, check number 113619 on September 2, 2010, check number 118203 on October 22, 2010, and check number 117413 on October 15, 2010. Claim number 73, filed by Zurich American Insurance Company against Innkeepers USA Trust, et al., is on account of an unliquidated Claim by an insurance provider. Pursuant to the Insurance Order, the Debtors are current on their payments. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim. Claim number 1826, filed by Eddie R. Anderson against Grand Prix Denver LLC, is allegedly based on personal injury. Any recoveries based on the personal injuries alleged in the aforementioned Claims will come solely from the proceeds of the Debtors applicable insurance policies and 6

not against the Debtors, their estates, or their successors. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim. 13. F. In sum, the Debtors owe no liability on account of the No Liability Claims.

The Wrong Debtor Claims 14. To the best of my knowledge, information, and belief, I have determined that the

Claims identified as Wrong Debtor Claim on Schedule 6 (the Wrong Debtor Claims) duplicate the Claims identified on Schedule 6 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. G. Equity Interest Claims 15. To the best of my knowledge, information, and belief, I have determined that the

Claims listed on Schedule 7 (the Equity Interest Claims) are on account of equity interests in the Debtors. Therefore, the Equity Interest Claims should be expunged from the Claims register and reclassified as equity interests in Innkeepers USA Trust. H. The Insufficient Support Claims 16. To the best of my knowledge, information, and belief, I have determined that the

Claims listed on Schedule 8 (the Insufficient Support Claims) should be disallowed and expunged because the Debtors books and records indicate such Claims are not owed by any of the Debtors. As more fully and specifically set forth in Schedule 8, each of the Insufficient Support Claims provides only a standard proof of claim form without additional documentation or, based on the limited information the claimants have provided, is not reflected in the Debtors books and records. Specifically, the following Claims provide insufficient support: 7

Claim number 495, filed by Henrico County, Virginia, against Grand Prix Richmond LLC. Claim number 1790, filed by the Indiana Department of State Revenue against Grand Prix IHM, Inc. Claim number 767, filed by the Internal Revenue Service against Grand Prix IHM, Inc. Claim numbers 678, 679, 680, 681, 682, 683, 684, 685, 686, 687, 688, 689, 690, 691, 692, 693, 694, and 697, filed by New Jersey American Water against Innkeepers USA Trust et al. Claim number 1749, filed by the Ohio Department of Taxation against Innkeepers USA Trust et al. Claim number 529, filed by the Pennsylvania Department of Revenue against Grand Prix IHM, Inc. Claim number 246, filed by the State of Michigan, Department of Treasury, against Grand Prix IHM, Inc. Claim number 495, filed by the State of New Jersey against Grand Prix IHM, Inc. Claim number 1546, filed by the Sheraton LLC against Innkeeper USA Trust, et al., is based on a guaranty for franchise fees pursuant to a certain agreement between The Sheraton LLC and Genwood Raleigh Lessee LLC, a non-Debtor entity. The Debtors books and records do not show any present liability on the guaranty, and without evidence that Genwood Raleigh Lessee LLC is liable for past-due amounts on the underlying the agreements, the Debtors cannot reconcile this claim with their books and records.

17.

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. 8

CONCLUSION 18. 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 infonnation contained in the Schedules is accurate.
Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true
and correct.

Dated: June 15, 2011

Respectfully Submitted,

~Rnft:.
Todd Brents