UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

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

In re:

INNKEEPERS USA TRUST, et al., 1 Debtors.

_______________________________ )

DECLARATION OF DISINTERESTEDNESS OF POST, POLAK, GOODSELL, MACNEILL & STRAUCHLER, P.A. IN SUPPORT OF RETENTION AS ORDINARY COURSE PROFESSIONAL Paul D. Strauchler, being duly sworn, upon his oath, deposes and says: 1. I am a shareholder of Post, Polak, Goodsell, MacNeill & Strauchler, P.A., located

at 425 Eagle Rock Avenue, Roseland, New Jersey 07068 (the "Firm"). 2. The above-captioned debtors (collectively, the "Debtors") have requested that the Firm provide legal services to the Debtors, and the Firm has consented to provide such services. 3. The Firm may have performed services in the past, may currently perform services and may perform services in the future, in matters unrelated to these chapter 11 cases, for entities that are parties in interest in the Debtors' chapter 11 cases. The Firm does not perform services for any such person in connection with these chapter 11 cases, or have any relationship witb any such person, their attorneys, or accountants that would be adverse to the Debtors or their estates, with respect to the matter on which the Firm is being employed.

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtor's federal tax identification number can be found by visiting the Debtors' restructuring website at www.omnimgt.com/innkeepers or by contacting Ornni Management Group, LLC at Innkeepers USA Trust c/o Ornni 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, PaJm Beach, Florida 33480.
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4. As part of its customary practice, the Firm is retained in cases, proceedings, and transactions involving many different parties, some of whom may represent or be retained by the Debtors, claimants and parties in interest in these chapter 11 cases. 5. Neither I, nor any principal, partner, director or officer of, or professional retained by the Firm has agreed to share or will share any portion of the compensation to be received from the Debtors with any other person other than the principal and regular employees of the Finn.

6. Neither I, nor any principal, partner, director or officer of, or professional retained by
the Firm, insofar as I have been able to ascertain, holds or represents any interest adverse to the Debtors or their estates with respect to the matter(s) upon which this Firm is to be retained.

7. The Debtors owe the Firm $1,904.38 for prepetition services, the payment of which is
subject to limitations contained in the Bankruptcy Code, 11 U.S.C. 101- 1532. 8. As of the petition date of the Debtors' chapter 11 cases, the Firm was party to an agreement for indemnification with certain of the Debtors, which is attached as Exhibit A to this Declaration. 9. The Finn is conducting further inquiries regarding its retention by any creditors of the Debtors, and upon conclusion of that inquiry, or at any time during the period of its retention, if the Firm should discover any facts bearing on the matters described herein, the Firm will supplement the information contained in this Declaration. I hereby certify that the foregoing statements made by me are true. I am aware that if any of the forgoing statements made by me are willfully false, I am subject to punishment.

PAUL D. STRAUCHLER

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EXHIBIT A [Not Applicable]