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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 Liquidation Trustee for the Fixed/Floating Debtors 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 TENTH OMNIBUS OBJECTION TO (COMPOUND CLAIMS TO BE RECLASSIFIED, NO LIABILITY CLAIMS, EQUITY INTEREST CLAIMS, AMENDED AND SUPERSEDED CLAIMS AND DUPLICATIVE CLAIMS) I, Todd Brents, hereby declare (this Declaration) that the following is true to the best of my knowledge, information, and belief:
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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.

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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 Tenth Omnibus Objection to (Compound Claims to be Reclassified, No Liability Claims, Equity Interest Claims, Amended and Superseded 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: (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 2
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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. Accordingly, I am familiar with the information contained in the Schedules. The Disputed Claims A. Compound Claims to be Reclassified 6. To the best of my knowledge, information and belief, I have determined that the

Claims listed on Schedule 1 (the Compound 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. 7. 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 1. B. No Liability Claims 8. To the best of my knowledge, information and belief, I have determined that the

Claims listed on Schedule 2 (the No Liability Claims) should be expunged because such Claims were paid in full or in-part or otherwise are not reflected by the Debtors books and records. Specifically: Claim number 1837, filed by Allen Country Treasurer against Grand Prix Ft. Wayne LLC, asserts both secured and priority tax Claims in the amount of $81,108.00. The tax return has been filed under the Innkeepers 3
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USA Trust entity because Debtor Innkeepers Financial Corporation is a qualified REIT subsidiary and no returns are due at its level. Thus, the Debtors owe no liability on account of the Claim, and the Clam should be disallowed and expunged. Claim number 1854, filed by S&P Products against Grand Prix RIMV Lessee, LLC, asserts an unsecured Claim in the amount of $6,753.38. The Debtors books and records indicate the Debtors are not liable for the Claim. Claim number 306, filed by The Connecticut Light and Power Company against Innkeepers USA Trust, et. al., asserts an unsecured Claim in the amount of $7,299.18. The Debtors books and records indicate the Debtors are not liable for the Claim. Claim number 1872, filed by Carroll Ton-Farmers Branch against Grand Prix Las Colinas LLC, is a secured Claim. The Debtors sold the property used as collateral, and the new property owner will pay the Claim. Thus, the Debtors owe no liability on account of the Claim, and the Clam should be disallowed and expunged. Claim number 1873, filed by City and County of Denver/Treasure against Grand Prix Denver, LLC, asserts a priority Claim in the amount of $211,534.71. The Debtors paid the requested amount by check numbers 662828 and 66829 on June 14, 2011 and check number 67163 on July 14, 2011. Claim number 1766, filed by City of East Lansing against Grand Prix East Lansing LLC, asserts a priority Claim in the amount of $6,136.85. The Debtors paid the requested amount by check number 66996 on June 28, 2011. Claim number 1824, filed by Dallas County against Innkeepers USA Trust, et. al., asserts a secured Claim in the amount of 67,384.63. The Debtors paid the requested amount by check number 67340 on July 27, 2010. Claim number 1113, filed by Frank Garguilo against Grand Prix Floating Lessee LLC, asserts an administrative Claim in the amount of $2,223.03. The Debtors paid the requested amount by check number 134490 on May 26, 2011. Claim number 1751, filed by Gwinnett County Tax Commissioner against Grand Prix Atlanta (Peachtree Corners) LLC, asserts a priority Claim in the amount of $54,680.64. The Debtors paid the requested amount by check number 66998 on June 28, 2011.

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Claim number 1793, filed by Ingham County Treasurer against Grand Prix East Lansing LLC, asserts a priority Claim in the amount of $64,024.76. The Debtors paid the requested amount by check number 67304 on July 28, 2011. Claim number 1729, filed by Los Angeles Treasurer and Tax Collector against KPA/GP Valencia LLC, asserts a priority Claim in the amount of $45,973.58. The Debtors paid the requested amount by check number 64587 on August 27, 2010 and check number 67159 on July 14, 2011. Claim number 1723, filed by Montgomery County MD against Grand Prix Germantown LLC, asserts a priority Claim in the amount of $1,331.86. The Debtors paid the requested amount by check number 66979 on June 28, 2011. Claim number 1724, filed by Montgomery County MD against Grand Prix Rockville LLC, asserts a priority Claim in the amount of $795.82. The Debtors paid the requested amount by check number 66983 on June 28, 2011. Claim number 1725, filed by Montgomery County MD against Grand Prix Rockville LLC, asserts a priority Claim in the amount of $771.90 The Debtors paid the requested amount by check number 66973 on June 28, 2011. Claim number 1729, filed by Los Angeles Treasurer and Tax Collector against KPA/GP Valencia LLC, asserts a priority Claim in the amount of $45,973.58. The Debtors paid the requested amount by check number 64587 on August 27, 2010 and check number 67159 on July 14, 2011. Claim number 1815, filed by Okaloosa County Tax Collector against KPA/GP Ft. Walton LLC, asserts a secured Claim in the amount of $5,847.27. The Debtors paid the requested amount by check number 67339 on July 27, 2011. Claim number 1815, filed by Okaloosa County Tax Collector against KPA/GP Ft. Walton LLC, asserts a secured Claim in the amount of $5,847.27. The Debtors paid the requested amount by check number 67339 on July 27, 2011. Claim number 1816, filed by Okaloosa County Tax Collector against KPA/GP Ft. Walton LLC, asserts a secured Claim in the amount of $126,868.82. The Debtors paid the requested amount by check number 67344 on July 27, 2011. Claim number 1807, filed by Snohomish County Treasurer against Grand Prix Lynnwood LLC, asserts both secured and priority Claims in the 5

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amount of $112,636.32. The Debtors paid the requested amount by check number 67160 on July 14, 2011. Claim number 1591, filed by Town of Windsor against Grand Prix Fixed Lessee LLC, asserts both unsecured and priority Claims in the amount of $15,731.40. The Debtors paid the requested amount by check number 66990 on June 28, 2011.

C.

Equity Interest Claims 9. To the best of my knowledge, information and belief, I have determined that the

Claims listed on Schedule 3 (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. D. Amended and Superseded Claims 10. To the best of my knowledge, information and belief, I have determined that the

Claims listed on Schedule 4 (the Amended and Superseded Claims) have been amended or replaced by subsequently filed proofs of Claim. Therefore, the Amended and Superseded Claims should be disallowed and expunged such that only proof of each Claim remainsthe Superseding Claims reflecting the amended or replaced amount of the respective Claims. E. Duplicative Claims 11. To the best of my knowledge, information and belief, I have determined that the

Claims listed on Schedule 5 (the Duplicative Claims) are duplicative of other Claims that have been filed. Therefore, the Duplicative Claims should be expunged from the Claims register and disallowed without affecting the Remaining Claims identified on Schedule 5. 12. 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 6
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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. [Remainder of page intentionally left blank]

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CONCLUSION 13. 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 perjury that the foregoing is true and correct. Dated: February 10, 2012 Respectfully Submitted, /s/ Todd Brents Todd Brents

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