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

DECLARATION OF BRIAN S. LENNON IN SUPPORT OF ORDER TO SHOW CAUSE AND NOTICE FIXING HEARING AND OBJECTION DEADLINE TO CONSIDER DEBTORS MOTION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO ENTER INTO THE OPERATING LEASES1 BRIAN S. LENNON hereby declares under penalty of perjury pursuant to section 1746 of title 28 of the United States Code:
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 19467158.2

1.

I am an attorney admitted to practice before this Court and a partner at Kirkland

& Ellis LLP, attorneys for the above-captioned reorganized debtors and debtors in possession (collectively, the Debtors). I submit this declaration in support of the Order to Show Cause and Notice Fixing Hearing and Objection Deadline to Consider Debtors Motion for Entry of an Order Authorizing the Debtors to Enter into the Operating Leases (the Order to Show Cause).2 Unless otherwise stated, I have personal knowledge of the facts set forth herein. 2. The Debtors have moved by order to show cause with respect to the Debtors

Motion for Entry of an Order Authorizing the Debtors to Enter into the Operating Leases (the Operating Lease Motion) because the Debtors require expeditious relief that they cannot obtain through proceeding by notice of motion. 3. The Debtors are seeking the relief set forth in the Motion at the request of

Midland and Cerberus, among others, to facilitate the closing currently scheduled for August 5, 2011. To my knowledge, no party in interest is prejudiced by the Operating Lease Motion because the Operating Leases are leases between two debtor entities, the Property Owners and the Operating Lessees. Entry into the Operating Leases merely allows the Debtors to abide by the strict limitations governing their REIT status.

New York, New York Dated: August 2, 2011

/s/ Brian S. Lennon Brian S. Lennon

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Operating Lease Motion.