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. Marc J. Carmel (admitted pro hac vice) 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 THIRD OMNIBUS OBJECTION TO CLAIMS (CHARTIS CLAIMS) I, Todd Brents, hereby declare (this Declaration) that the following is true to the best of my knowledge, information, and belief:

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 18717917.4

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 Third Omnibus Objection to Claims (Chartis 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, adjusted, or reclassified and (ii) the books and records with respect to the Claims described in the Objection (the Chartis 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 Chartis Claims in the 2

Objection; (d) reviewed the Objection and the proposed order attached thereto as Exhibit A; and (e) reviewed and approved the information contained in Exhibit 1 attached thereto and the justifications set forth therein. Accordingly, I am familiar with the information contained in Exhibit 1 attached to Exhibit A to the Objection. 6. To the best of my knowledge, information, and belief, I have determined that the

Claims listed on Exhibit 1 to Exhibit A to the Objectioneach filed by Chartis Specialty Insurance Company and certain of its affiliates (collectively, Chartis)should be disallowed and expunged on the ground they have no basis in the Debtors books and records. Chartis provided on a prepetition basis (and continues to provide) the Debtors with a number of forms of insurance coverage, including, among others, excess directors and officers liability, property liability, automobile liability, and general liability.2 Chartis filed 94 identical proofs of Claim against certain of the Debtors in the Chapter 11 Caseseach asserting Claims in the amount of $3,108,000 for what Chartis alleges are past-due amounts owed under certain of the Debtors insurance policies. 7. Notwithstanding these alleged Claims, the Debtors are current on their payments

to Chartis. As part of the Debtors first-day relief, the Court entered an order authorizing the Debtors to pay all prepetition obligations with respect to insurance policies [Docket No. 186] (the Insurance Order). And on December 14 and 20, 2010, the Court entered orders allowing the Debtors to enter into new insurance premium financing agreements to ensure the Debtors are able to continue paying their insurance premiums on a timely basis [Docket Nos. 759, 772]. As a

Further details on the Debtors insurance coverage is available in the Debtors' Motion for the Entry of an Order Authorizing, but not Directing, the Debtors to (A) Maintain Prepetition Insurance Policies and Premium Financing Agreements and (B) Pay All Prepetition Obligations in Respect Thereof [Docket No. 17].

result, I believe the Debtors have remained current on their payments to Chartis and their books and records indicate they owe no liability on account of the Chartis Claims. 8. To the best of my knowledge, information, and belief, I believe that the assertions

made in this Declaration and Exhibit 1 to Exhibit A to the Objection are accurate. In evaluating the Chartis Claims, the Debtors have thoroughly reviewed their books and records and the relevant proofs of Claim, as well as the supporting documentation provided by Chartis and have determined that each Chartis Claim requires disallowance. As such, I believe that disallowance of the Claims set forth in Exhibit 1 to Exhibit A to the Objection is warranted.

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CONCLUSION

8.

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 Exhibit 1 is accurate. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Dated: April 18, 2011 Respectfully Submitted,

Todd Brents

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