Hearing Date and Time: [TBD] Objection Deadline: [TBD]

MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

NOTICE OF MOTION

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). 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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TO:

(I) THE OFFICE OF THE UNITED STATES TRUSTEE; AND (II) ALL PARTIES THAT HAVE REQUESTED NOTICE PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2002

PLEASE TAKE NOTICE that the Official Committee of Unsecured Creditors (the Committee) of the above-captioned debtors filed the attached Motion Of The Official Committee of Unsecured Creditors For An Order Permitting the Committee to Conduct Rule 2004 Discovery of Innkeepers USA Trust, et al. and other Parties PLEASE TAKE FURTHER NOTICE that oppositions to the Motion must be filed on or before August [ ], 2010 with the United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004. At the same time, you must serve a copy of the opposition upon the Debtors and the Committees undersigned counsel. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD [ ], 2010 AT [ ]:00 A.M. (EST) BEFORE THE HONORABLE SHELLEY C. CHAPMAN, AT THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ALEXANDER HAMILTON CUSTOM HOUSE, ONE BOWLING GREEN, NEW YORK, NEW YORK 10004, COURTROOM 610.

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PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND ON OR BEFORE THE OBJECTION DEADLINE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: New York, New York August 17, 2010

/s/ Lorenzo Marinuzzi MORRISON & FOERSTER LLP Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew 1290 Avenue of the Americas New York, NY 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al.

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Hearing Date and Time: [TBD] Objection Deadline: [TBD]

MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST, ET AL. FOR AN ORDER PERMITTING THE COMMITTEE TO CONDUCT RULE 2004 DISCOVERY OF INNKEEPERS USA TRUST ET AL. AND OTHER PARTIES
The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). 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. 1

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The Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. (the Committee), by its undersigned proposed attorneys, respectfully submits this motion, pursuant to section 105(a) of title 11 of the United States Code (as amended, the Bankruptcy Code) and Rule 2004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), for entry of an order permitting the Committee to conduct discovery pursuant to Bankruptcy Rule 2004 in the form of document production and witness testimony concerning the Debtors business affairs and financial transactions during the past three years, as further described below and in the attached discovery requests. In support of this motion (the Motion), the Committee states as follows: PRELIMINARY STATEMENT The Committee, on behalf of itself and all of the Debtors other general unsecured creditors, seeks authority from the Court to conduct witness testimony and serve Innkeepers USA Trust, et al. (the Debtors or Innkeepers), its current and former controlling shareholder and other creditors with document requests pursuant to Bankruptcy Rule 2004 in order to examine prepetition transactions and conduct of the Debtors and their officers and trustees, and determine whether there was wrongdoing that harmed the Debtors. The Committee primarily seeks to examine the transaction in 2007 by which Apollo Investment Corporation (AIC) acquired its ownership interest in Innkeepers USA Trust (2007 Transaction). As a result of the 2007 Transaction, Innkeepers incurred in excess of $1 billion in debt secured by various hotel properties. A significant portion of the funds advanced by the lenders was used to pay existing equity holders and left Innkeepers in a precarious financial position. The Committee intends to examine the terms of the 2007 Transaction and In addition, the Committee intends to evaluate the validity,

circumstances surrounding it.

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priority and extent of all security interests claimed by the Debtors major secured creditors to determine if any deficiencies are present. JURISDICTION, VENUE AND STATUTORY PREDICATE 1. This Court has subject matter jurisdiction to consider this matter pursuant to

28 U.S.C. 157 and 1334. This matter is a core proceeding pursuant to 28 U.S.C. 157(b). The statutory predicates for the relief requested herein are 105(a) of the Bankruptcy Code and Rule 2004 of the Bankruptcy Rules. PROCEDURAL BACKGROUND 2. On July 19, 2010 (the Petition Date), each of the Debtors filed with this Court a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. Each Debtor is continuing to operate its business and manage its properties as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On that same date, the Debtors filed a motion for an order authorizing the Debtors to assume the Plan Support Agreement. The Plan Support

Agreement, however, is contingent upon, among other milestones, (i) entry of an order authorizing its assumption within forty-five (45) days from the Petition Date and (ii) confirmation of the reorganization plan within two hundred forty (240) days from the Petition Date. 3. On July 28, 2010, the Office of the United States Trustee (the Trustee)

appointed the five (5) member Committee pursuant to section 1102(a)(1) of the Bankruptcy Code. On that same date, the Committee selected Morrison & Foerster LLP to serve as its counsel. The Committee selected JMC Global and the Eric Ryan Corporation as its CoNo trustee or examiner has been appointed.

Chairpersons.

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FACTUAL BACKGROUND 4. 72 hotels. Innkeepers is a self-administered real estate investment trust that owns interests in A detailed description of the Debtors business, capital structure, and the

circumstances that precipitated the commencement of these chapter 11 cases is set forth in the Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings, filed on the Petition Date. 5. In June 2007, AIC, through certain subsidiaries, acquired Innkeepers, formerly a

publicly traded company. The 2007 Transaction was primarily funded by secured debt incurred at the time of the transaction. The Debtors were unable to meet the substantial debt burden incurred in conjunction with the 2007 transaction and defaulted on all of their loan agreements prior to entering into bankruptcy. See Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeeper USA Trust, In Support of First Day Pleadings, dated July 19, 2010 at 7. As a result of such defaults, Innkeepers, together with its affiliates, filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. See id. at 42. RELIEF REQUESTED 6. The Committee requests, pursuant to 11 U.S.C. 105(a) and Bankruptcy Rule

2004, entry of an order authorizing the Committee to issue Rule 2004 subpoenas and discovery requests in the form attached to the Motion2 as Exhibit 1 requesting the production of documents and witness testimony by the Debtors, its current and former controlling shareholder and several creditors, including, but not limited to (i) AIC, (ii) Midland Loan Services Inc., (iii) Lehman ALI Inc., (iv) LNR Partners Inc., (v) CW Capital Asset Management, LLC and (vi) C-III Asset Management, LLC concerning the Debtors business affairs since January 1, 2007, as further

The attached forms are examples only and may change prior to fomal service.

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described in the attached discovery requests.3

The Committee reserves the right to serve

supplemental and additional requests concerning these matters. BASIS FOR RELIEF REQUESTED 7. Since the appointment of the Committee, its professionals have been working

continuously with the Debtors and their professionals to better understand the Debtors day-today operations and the events that precipitated this bankruptcy filing. These ongoing diligence efforts include reviewing the Debtors financial records, examining prepetition secured credit facilities, examining the Debtors prepetition financial transactions, including publicly filed documents concerning the 2007 Transaction, and understanding the details of the Plan Support Agreement. Moreover, the Committees professionals have been in contact with advisors for other parties-in-interest to investigate these same issues. 8. On motion of any party in interest, the court may order the examination of any

entity. Fed. R. Bankr. P. 2004(a). Bankruptcy Rule 2004 is a statutory mechanism for obtaining information relating to acts, conduct, or property or to the liabilities and financial condition of the debtor, or to any matter which may affect the administration of the debtors estate.... Fed. R. Bankr. P. 2004(b). 9. The purpose of a Rule 2004 examination is to show the condition of the estate

and to enable the Court to discover its extent and whereabouts, and to come into possession of it, that the rights of the creditor may be preserved. In re Coffee Cupboard, Inc., 128 B.R. 509, 514 (Bankr. E.D.N.Y. 1991) (quoting Cameron v. U.S., 231 U.S. 710, 717 (1914)); see also In re Fearn, 96 B.R. 135, 138 (Bankr. S.D. Ohio 1989) (rules primary purpose is to ascertain the
The Committee has attempted to contact all of the parties from whom discovery is being requested pursuant to this motion. Certain parties have agreed to voluntarily produce the requested discovery materials. The Committee is hopeful that all affected parties will consent to the relief sought herein prior to the hearing on the instant Motion with the understanding that all such parties shall reserve any and all specific discovery objections and may assert them once formal discovery is propounded by the Committee.
3

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extent and location of the estates assets [and] examination is not limited to debtor or his agents, but may properly extend to creditors and third parties who have had dealings with the debtor.); In re Dinubilo, 177 B.R. 932, 940 (E.D. Cal. 1993) (same). 10. The scope of an inquiry permitted under Bankruptcy Rule 2004 is broad,4 in order

to reveal the nature and extent of the estate; ascertaining assets; and discovering whether any wrongdoing has occurred. In re Corso, 328 B.R. 375, 383 (E.D.N.Y. 2005); see also In re Recoton Corp., 307 B.R. 751, 756 (Bankr. S.D.N.Y. 2004), citing In re Bush Terminal Co., 102 F.2d 471 (2d Cir. 1939) (it is proper to examine a debtors former officers to investigate potential causes of action against them.); In re Drexel Burnham Lambert Group, Inc., 123 B.R. 702, 708 (Bankr. S.D.N.Y. 1991). 11. Bankruptcy Rule 2004 requires the Court to balance the competing interests of

the parties, weighing the relevance of and necessity of the information sought by examination. Drexel Burnham, 123 B.R. at 712. In making this determination, courts consider the purpose of the request as well as the degree of intrusiveness. Id. at 711-12 (granting Rule 2004 motion, highlighting that the requested purpose was for claims amendment and claims litigation and that [t]he more knowledge FDIC/RTC has about its claims, the better it, DBL, and the committees will be able to resolve the claims process in this case). 12. As noted above, the Committee is concerned about the 2007 Transaction that may

have left Innkeepers vulnerable to the weight of its own debt. The requested discovery is narrowly tailored to further the Committees goal of investigating potential causes of action

See, e.g., In re Drexel Burnham Lambert Group, Inc., 123 B.R. 702, 711 (Bankr. S.D.N.Y. 1991) (Starting with the 1978 Code there has been an expansive reading of the rule. . . . It can be legitimately compared to a fishing expedition. It can net the dolphins as well as the tuna; however, the net, in the discretion of the Court, can be carefully stitched to limit its catch.) (citing In re Vantage Petroleum Corp., 34 B.R. 650, 651 (Bankr. E.D.N.Y. 1983)); In re Hughes, 281 B.R. 224, 226 (Bankr. S.D.N.Y. 2002); In re Ecam Publns, Inc., 131 B.R. 556, 559 (Bankr. S.D.N.Y. 1991).

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arising from the 2007 Transaction a goal clearly permitted by Rule 2004. See In re Corso, 328 B.R. at 383 (E.D.N.Y. 2005). Accordingly, as a party in interest in this Chapter 11 proceeding, the Committee seeks to obtain information from the Debtors and its current and former officers and directors, its financial advisors, equity holders and lenders concerning the 2007 Transaction and potential causes of action against various entities arising from such dealings. 13. Based on disclosures made in the Debtors SEC filings, the Committee believes

that it must evaluate the existence of certain causes of action, such as breach of fiduciary duty and fraudulent conveyance claims, against various individuals and entities involved in the 2007 Transaction. In order to understand the 2007 Transaction and circumstances surrounding it, the Committee needs to review, at a minimum, all documents related to the debt financing of such transaction, financial forecasts concerning the surviving entity, valuations of Innkeepers as of the date of the 2007 Transaction and the Debtors communications with lenders and other thirdparties regarding the transaction. 14. The Debtors or other entities might argue that the discovery requests are

burdensome. The Committee, however, simply seeks the production of documents from a narrow period of time (three (3) years ago) concerning a single transaction in order to better understand the cause of the Debtors current financial problems and what, if anything, can be done to try and maximize the recovery for the creditors on their claims against the Debtors. The Committee is willing to tailor the requests in such a way that the facts can be provided swiftly and efficiently. 15. Long and burdensome discovery is inefficient and ineffective. The Committees

goal is to quickly gain a better understanding of the causes(s) of the Debtors financial problems

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and ensure that the interests of the Committee and the Debtors other creditors are adequately protected. 16. With respect to the proper perfection of the secured creditors security interests,

the Committee believes that it seeks much of the same information that any secured creditor must assemble to support any proof of claim it files in the Debtors bankruptcy cases. The Committee believes that its requests regarding this area of inquiry are appropriate for any Official Creditors Committee. 17. The Committee requests the authority to conduct the examination under Rule

2004 by service of the subpoenas and discovery requests in the exemplar forms attached to the Motion. The Committee understands that all parties will want to reserve their rights with respect to the specific discovery being sought, and the proposed form of Order reserves those rights. Because of the expedited nature of this case, however, the Committee respectfully requests that the time for parties to respond or object to formal discovery demands, and the time to produce witnesses for depositions, be shortened to fourteen (14) days from service of the relevant demand.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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MOTION PRACTICE This Motion includes citations to the applicable rules and statutory authorities upon which the relief requested herein is predicated and a discussion of their application to this Motion. Accordingly, the Committee submits that this Motion satisfies Local Bankruptcy Rule 9013-1(a). NOTICE The Committee will serve notice of this Motion on: (a) the Debtors and their counsel; (b) the Office of the United States Trustee; (c) each of the parties from whom discovery is being sought; and (d) those parties requesting notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the Committee submits that no other or further notice is necessary. NO PRIOR REQUEST No prior request for the relief sought herein has been made by the Committee to this or any other court. THEREFORE, the Committee respectfully requests that this Court enter an Order consistent with the form submitted herewith: (i) permitting the Committee to conduct discovery pursuant to Bankruptcy Rule 2004 in the form of document production and witness testimony of the Debtor and its current and former shareholder, and certain creditors, including, but not limited to (a) AIC, (b) Midland Loan Services Inc., (c) Lehman ALI Inc., (d) LNR Partners Inc., (e) CW Capital Asset Management, and (f) C-III Asset Management, LLC concerning (1) the Debtors business affairs since January 1, 2007 relating to the 2007 Transaction, and (2) concerning the validity, priority and extent of all security interests claimed by the Debtors major creditors; and (ii) granting such other and further relief as the Court may deem just and proper.

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Dated: New York, New York August 17, 2010

/s/ Lorenzo Marinuzzi MORRISON & FOERSTER LLP Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew 1290 Avenue of the Americas New York, NY 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al.

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Exhibit 1

B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

Southern District of New York In re Innkeepers USA Trust, et al., SUBPOENA FOR RULE 2004 EXAMINATION
Debtor Case No.* 10-13800(SCC) To:

Apollo Investment Corp. 9 West 57th Street New York, NY 10019

United States Bankruptcy Court for the Southern District of New York
Chapter 11

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY DATE AND TIME

Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

TBD

YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

SEE ATTACHMENT A

PLACE

DATE AND TIME

Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

ISSUING OFFICER SIGNATURE AND TITLE

DATE

_________________ Lorenzo Marinuzzi Partner, Morrison & Foerster LLP

ISSUING OFFICERS NAME, ADDRESS, AND PHONE NUMBER

Lorenzo Marinuzzi Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 468-8000
* If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

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B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1, 2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction which may include lost earnings and reasonable attorney's fees on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or Modifying a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modify the subpoena if it requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) Specifying Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (1) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored information: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categories in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specify a form for producing electronically stored information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one form. (D)Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information is not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notify any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

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ATTACHMENT A DEFINITIONS AND INSTRUCTIONS As used herein, the following terms shall have the following meanings: 1. 2007 Transaction means the June 2007 transaction by which Apollo, through

certain subsidiaries, acquired Innkeepers as described in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, In support of First-Day Pleadings dated July 19, 2010 at 23. 2. Apollo means Apollo Investment Corporation and its direct subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 3. Document means those things described in Fed. R. Civ. P. 34(a), made

applicable in bankruptcy cases by Rules 7034 and 9014 of the Federal Rules of Bankruptcy Procedure, including without limitation any writings, drawings, graphs, charts, photographs, phone records, electronic, recorded, digitally encoded, graphic, and/or other data compilations from which information can be obtained, translated if necessary, by the respondent through detection devices into reasonably usable form, or other information, including originals, translations and drafts thereof and all copies bearing notations and marks not found on the original. The term document includes affidavits, analyses, appointment books, appraisals, articles from publications, (whether in paper, database, electronic or other format(s)), calculations (whether in paper, database, electronic or other format(s)), books, books of account, statements, cables, calendars, charts, checks (cancelled or un-cancelled), check stubs, confirmations, contracts, corporate resolutions, correspondence, credit card receipts, desk calendars, desk pads, diaries, diskettes, drafts, estimates, evaluations, filings, financial

subpoena - apollo/ny-937240 v1

08/16/2010 0

statements, forms, invoices, journals, ledgers, letters, lists, memoranda, minutes, notations, notes, opinions, orders, pamphlets, papers, partners and employees personnel files, partners and employees review check lists, permanent files, pictures, press releases, projections, prospectuses, publications, receipts, recordings of conferences, conversations or meetings, reports, statements, statistical records, studies, summaries, tabulations, telegrams, telephone records, telex messages, transcripts, understandings, videotapes, vouchers, work papers, copies of records and documents, and sheets or things similar to any of the foregoing however denominated. The term document further includes email and electronic communication

whether stored on a personal computer, network computer system, backup computer tape and/or disk, or by some other storage mechanism. The term document further means any document now or at any time in the possession, custody, or control of the entity to whom this document request is directed (together with any predecessors, successors, affiliates, subsidiaries or divisions thereof, and their officers, directors, employees, agents and attorneys). Without

limiting the term control as used in the preceding sentence, a person is deemed to be in control of a document if the person has the right to secure the document or a copy thereof from another person having actual possession thereof, including, but not limited to, work product contracted by you from professional firms. 4. A document that concerns, relating to refers to or relates to a given subject

matter means any document that evidences, constitutes, describes, contains, embodies, reflects, identifies, states, references, deals with, or is in any way pertinent to that subject, including, without limitation, documents concerning the presentation of other documents. 5. Innkeepers means, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States

subpoena - apollo/ny-937240 v1

08/16/2010 0

Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 6. The documents covered by this request include all documents in your possession, Unless otherwise specified, each request herein seeks all documents

custody or control.

generated or received by you during the period from January 1, 2007 through and including the date of production. 7. Each request for the production of documents shall be deemed to be continuing in

nature. If at any time additional documents come into your possession, custody or control or are brought to your attention, prompt supplementation of your response to these requests is required. 8. You shall produce all documents in the manner in which they are maintained in

the usual course of your business or you shall organize and label the documents to correspond with the categories in this request. A request for a document shall be deemed to include a request for any and all file folders within which the document was contained, transmittal sheets, cover letters, exhibits, enclosures, or attachments to the document in addition to the document itself. 9. If and to the extent documents are maintained in a database or other electronic

format, you shall produce along with the document(s) software that will enable access to the electronic document(s) or database as you would access such electronic document(s) or database in the ordinary course of your business. 10. Documents shall be produced in such fashion as to identify the department,

branch or office in which they were located and, where applicable, the natural person in whose possession it was found and the business address of each documents custodian(s).

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08/16/2010 0

11.

Any document withheld from production based on a claim of privilege or any

similar claim shall be identified by (1) the type of document, (2) the general subject matter of the document, (3) the date of the document, and (4) such other information as is sufficient to identify the document including the author of the document, the addressee of the document, and, where not apparent, the relationship of the author and the addressee to each other. The nature of each claim of privilege shall be set forth. 12. 13. Documents attached to each other should not be separated. Documents not otherwise responsive to a discovery request shall be produced if

such documents mention, discuss, refer to, or explain the documents which are called for by this discovery request. 14. The fact that a document is produced by another party does not relieve you of the

obligation to produce your copy of the same document, even if the two documents are identical. 15. In producing documents and other materials, you are requested to furnish all

documents or things in your possession, custody or control, regardless of whether such documents or materials are possessed directly by you or your directors, officers, agents, employees, representatives, subsidiaries, managing agents, affiliates, accountants, investigators, or by your attorneys or their agents, employees, representatives or investigators. 16. If you object to any part of any request, you shall state fully in writing the nature

of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the other parts of the request to which you are not objecting. 17. Each document request shall be construed independently and not with reference to

any other document request for the purpose of limitation. 18. The use of the singular form of any word includes the plural and vice versa. The

subpoena - apollo/ny-937240 v1

08/16/2010 0

past tense shall include the present tense and vice versa. DESIGNATED DOCUMENTS TO BE PRODUCED 1. 2. All documents relating to the 2007 Transaction or any agreements relating thereto. All documents relating to any financing obtained or contemplated by Apollo in

connection with the 2007 Transaction. 3. All documents relating to Innkeepers ability or inability to service or satisfy any debt

obligations arising in connection with the 2007 Transaction 4. All documents relating to any financial plans, valuations, appraisals, forecasts, business

plans, projections, or financial analysis of Innkeepers or any of its assets or indebtedness related to the 2007 Transaction. 5. All documents relating to the fairness opinions issued by Lehman Brothers and UBS

Securities LLC in connection with the 2007 Transaction. 6. All documents relating to payments made to equity holders, officers or trustees as part of

the 2007 Transaction. 7. All documents relating to any formal action taken by the board of directors, board of

trustees, members, partners or management of Innkeepers or Apollo, including without limitation meeting minutes, agendas, notes and formal resolutions or declarations relating to the 2007 Transaction. 8. All documents evidencing any indebtedness incurred by Innkeepers as a result of the

2007 Transaction. 9. All documents relating to the Agreement and Plan of Merger, Dated as of April 15, 2007

By and Among Grand Prix Holdings LLC, Grand Prix Acquisition Trust, Innkeepers USA Trust, Innkeepers USA Limited Partnership and Innkeepers Financial Corporation.

subpoena - apollo/ny-937240 v1

08/16/2010 0

MATTERS FOR TESTIMONY 1. 2. The negotiation and financing (debt and equity) of the 2007 Transaction. All debt incurred by Innkeepers as a result of the 2007 Transaction.

subpoena - apollo/ny-937240 v1

08/16/2010 0

B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

Southern District of New York In re Innkeepers USA Trust, et al., SUBPOENA FOR RULE 2004 EXAMINATION
Debtor Case No.* 10-13800 (SCC) To:

CW Capital Asset Management, LLC 701 13th Street, N.W. Suite 1000 Washington, D.C. 20005

United States Bankruptcy Court for the Southern District of New York
Chapter 11

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY DATE AND TIME

YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

SEE ATTACHMENT A

PLACE

DATE AND T

Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

ISSUING OFFICER SIGNATURE AND TITLE

DATE

__________ Lorenzo Marinuzzi Partner, Morrison & Foerster LLP

ISSUING OFFICERS NAME, ADDRESS, AND PHONE NUMBER

Lorenzo Marinuzzi Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 468-8000
* If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

subpoena - CW capital/ny-937237 v1

08/16/2010 07:22 PM

B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1, 2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction which may include lost earnings and reasonable attorney's fees on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or Modifying a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modify the subpoena if it requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) Specifying Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (1) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored information: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categories in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specify a form for producing electronically stored information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one form. (D)Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information is not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notify any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

subpoena - CW capital/ny-937237 v1

08/16/2010 07:22 PM

ATTACHMENT A DEFINITIONS AND INSTRUCTIONS As used herein, the following terms shall have the following meanings: 1. CW means CW Capital Asset Management, LLC. and its direct subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 2. Apollo means Apollo Investment Corporation and its direct subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 3. 2007 Transaction means the June 2007 transaction by which Apollo, through

certain subsidiaries, acquired Innkeepers as described in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, In support of First-Day Pleadings dated July 19, 2010 at 23. 4. Document means those things described in Fed. R. Civ. P. 34(a), made

applicable in bankruptcy cases by Rules 7034 and 9014 of the Federal Rules of Bankruptcy Procedure, including without limitation any writings, drawings, graphs, charts, photographs, phone records, electronic, recorded, digitally encoded, graphic, and/or other data compilations from which information can be obtained, translated if necessary, by the respondent through detection devices into reasonably usable form, or other information, including originals, translations and drafts thereof and all copies bearing notations and marks not found on the original. The term document includes affidavits, analyses, appointment books, appraisals, articles from publications, (whether in paper, database, electronic or other format(s)), calculations (whether in paper, database, electronic or other format(s)), books, books of account,

subpoena - CW capital/ny-937237 v1

08/16/2010 0

statements, cables, calendars, charts, checks (cancelled or un-cancelled), check stubs, confirmations, contracts, corporate resolutions, correspondence, credit card receipts, desk calendars, desk pads, diaries, diskettes, drafts, estimates, evaluations, filings, financial statements, forms, invoices, journals, ledgers, letters, lists, memoranda, minutes, notations, notes, opinions, orders, pamphlets, papers, partners and employees personnel files, partners and employees review check lists, permanent files, pictures, press releases, projections, prospectuses, publications, receipts, recordings of conferences, conversations or meetings, reports, statements, statistical records, studies, summaries, tabulations, telegrams, telephone records, telex messages, transcripts, understandings, videotapes, vouchers, work papers, copies of records and documents, and sheets or things similar to any of the foregoing however denominated. The term document further includes email and electronic communication

whether stored on a personal computer, network computer system, backup computer tape and/or disk, or by some other storage mechanism. The term document further means any document now or at any time in the possession, custody, or control of the entity to whom this document request is directed (together with any predecessors, successors, affiliates, subsidiaries or divisions thereof, and their officers, directors, employees, agents and attorneys). Without

limiting the term control as used in the preceding sentence, a person is deemed to be in control of a document if the person has the right to secure the document or a copy thereof from another person having actual possession thereof, including, but not limited to, work product contracted by you from professional firms. 5. A document that concerns, relating to refers to or relates to a given subject

matter means any document that evidences, constitutes, describes, contains, embodies, reflects,

subpoena - CW capital/ny-937237 v1

08/16/2010 0

identifies, states, references, deals with, or is in any way pertinent to that subject, including, without limitation, documents concerning the presentation of other documents. 6. Innkeepers means, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 7. The documents covered by this request include all documents in your possession, Unless otherwise specified, each request herein seeks all documents

custody or control.

generated or received by you during the period from January 1, 2007 through and including the date of production. 8. Each request for the production of documents shall be deemed to be continuing in

nature. If at any time additional documents come into your possession, custody or control or are brought to your attention, prompt supplementation of your response to these requests is required. 9. You shall produce all documents in the manner in which they are maintained in

the usual course of your business or you shall organize and label the documents to correspond with the categories in this request. A request for a document shall be deemed to include a request for any and all file folders within which the document was contained, transmittal sheets, cover letters, exhibits, enclosures, or attachments to the document in addition to the document itself. 10. If and to the extent documents are maintained in a database or other electronic

format, you shall produce along with the document(s) software that will enable access to the

subpoena - CW capital/ny-937237 v1

08/16/2010 0

electronic document(s) or database as you would access such electronic document(s) or database in the ordinary course of your business. 11. Documents shall be produced in such fashion as to identify the department,

branch or office in which they were located and, where applicable, the natural person in whose possession it was found and the business address of each documents custodian(s). 12. Any document withheld from production based on a claim of privilege or any

similar claim shall be identified by (1) the type of document, (2) the general subject matter of the document, (3) the date of the document, and (4) such other information as is sufficient to identify the document including the author of the document, the addressee of the document, and, where not apparent, the relationship of the author and the addressee to each other. The nature of each claim of privilege shall be set forth. 13. 14. Documents attached to each other should not be separated. Documents not otherwise responsive to a discovery request shall be produced if

such documents mention, discuss, refer to, or explain the documents which are called for by this discovery request. 15. The fact that a document is produced by another party does not relieve you of the

obligation to produce your copy of the same document, even if the two documents are identical. 16. In producing documents and other materials, you are requested to furnish all

documents or things in your possession, custody or control, regardless of whether such documents or materials are possessed directly by you or your directors, officers, agents, employees, representatives, subsidiaries, managing agents, affiliates, accountants, investigators, or by your attorneys or their agents, employees, representatives or investigators.

subpoena - CW capital/ny-937237 v1

08/16/2010 0

17.

If you object to any part of any request, you shall state fully in writing the nature

of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the other parts of the request to which you are not objecting. 18. Each document request shall be construed independently and not with reference to

any other document request for the purpose of limitation. 19. The use of the singular form of any word includes the plural and vice versa. The

past tense shall include the present tense and vice versa. DESIGNATED DOCUMENTS TO BE PRODUCED 1. All documents relating to any loans concerning Innkeepers for which CW serves as

special servicer including mortgages, Uniform Commercial Code statements, and documents evidencing the authority of Midland to enforce any security interest in or on the property of Innkeepers. 2 All documents relating to the 2007 Transaction or any agreements relating thereto.

subpoena - CW capital/ny-937237 v1

08/16/2010 0

B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

Southern District of New York In re Innkeepers USA Trust, et al., SUBPOENA FOR RULE 2004 EXAMINATION
Debtor Case No.* 10-13800 (SCC) To:

Midland Loan Services, Inc. 10851 Mastin, Suite 700 Overland Park, KS 66210

United States Bankruptcy Court for the Southern District of New York
Chapter 11

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY DATE AND TIME

YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

SEE ATTACHMENT A

PLACE

DATE AND T

Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

ISSUING OFFICER SIGNATURE AND TITLE

DATE

__________ Lorenzo Marinuzzi Partner, Morrison & Foerster LLP

ISSUING OFFICERS NAME, ADDRESS, AND PHONE NUMBER

Lorenzo Marinuzzi Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 468-8000
* If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

subpoena - Midland/ny-937236 v1

08/16/2010 07:19 PM

B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1, 2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction which may include lost earnings and reasonable attorney's fees on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or Modifying a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modify the subpoena if it requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) Specifying Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (1) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored information: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categories in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specify a form for producing electronically stored information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one form. (D)Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information is not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notify any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

subpoena - Midland/ny-937236 v1

08/16/2010 07:19 PM

ATTACHMENT A DEFINITIONS AND INSTRUCTIONS As used herein, the following terms shall have the following meanings: 1. Midland means Midland Loan Services Inc. and its direct subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 2. Apollo means Apollo Investment Corporation and its direct subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 3. 2007 Transaction means the June 2007 transaction by which Apollo, through

certain subsidiaries, acquired Innkeepers as described in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, In support of First-Day Pleadings dated July 19, 2010 at 23. 4. Document means those things described in Fed. R. Civ. P. 34(a), made

applicable in bankruptcy cases by Rules 7034 and 9014 of the Federal Rules of Bankruptcy Procedure, including without limitation any writings, drawings, graphs, charts, photographs, phone records, electronic, recorded, digitally encoded, graphic, and/or other data compilations from which information can be obtained, translated if necessary, by the respondent through detection devices into reasonably usable form, or other information, including originals, translations and drafts thereof and all copies bearing notations and marks not found on the original. The term document includes affidavits, analyses, appointment books, appraisals, articles from publications, (whether in paper, database, electronic or other format(s)), calculations (whether in paper, database, electronic or other format(s)), books, books of account,

subpoena - Midland/ny-937236 v1

08/16/2010 0

statements, cables, calendars, charts, checks (cancelled or un-cancelled), check stubs, confirmations, contracts, corporate resolutions, correspondence, credit card receipts, desk calendars, desk pads, diaries, diskettes, drafts, estimates, evaluations, filings, financial statements, forms, invoices, journals, ledgers, letters, lists, memoranda, minutes, notations, notes, opinions, orders, pamphlets, papers, partners and employees personnel files, partners and employees review check lists, permanent files, pictures, press releases, projections, prospectuses, publications, receipts, recordings of conferences, conversations or meetings, reports, statements, statistical records, studies, summaries, tabulations, telegrams, telephone records, telex messages, transcripts, understandings, videotapes, vouchers, work papers, copies of records and documents, and sheets or things similar to any of the foregoing however denominated. The term document further includes email and electronic communication

whether stored on a personal computer, network computer system, backup computer tape and/or disk, or by some other storage mechanism. The term document further means any document now or at any time in the possession, custody, or control of the entity to whom this document request is directed (together with any predecessors, successors, affiliates, subsidiaries or divisions thereof, and their officers, directors, employees, agents and attorneys). Without

limiting the term control as used in the preceding sentence, a person is deemed to be in control of a document if the person has the right to secure the document or a copy thereof from another person having actual possession thereof, including, but not limited to, work product contracted by you from professional firms. 5. A document that concerns, relating to refers to or relates to a given subject

matter means any document that evidences, constitutes, describes, contains, embodies, reflects,

subpoena - Midland/ny-937236 v1

08/16/2010 0

identifies, states, references, deals with, or is in any way pertinent to that subject, including, without limitation, documents concerning the presentation of other documents. 6. Innkeepers means, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 7. The documents covered by this request include all documents in your possession, Unless otherwise specified, each request herein seeks all documents

custody or control.

generated or received by you during the period from January 1, 2007 through and including the date of production. 8. Each request for the production of documents shall be deemed to be continuing in

nature. If at any time additional documents come into your possession, custody or control or are brought to your attention, prompt supplementation of your response to these requests is required. 9. You shall produce all documents in the manner in which they are maintained in

the usual course of your business or you shall organize and label the documents to correspond with the categories in this request. A request for a document shall be deemed to include a request for any and all file folders within which the document was contained, transmittal sheets, cover letters, exhibits, enclosures, or attachments to the document in addition to the document itself. 10. If and to the extent documents are maintained in a database or other electronic

format, you shall produce along with the document(s) software that will enable access to the

subpoena - Midland/ny-937236 v1

08/16/2010 0

electronic document(s) or database as you would access such electronic document(s) or database in the ordinary course of your business. 11. Documents shall be produced in such fashion as to identify the department,

branch or office in which they were located and, where applicable, the natural person in whose possession it was found and the business address of each documents custodian(s). 12. Any document withheld from production based on a claim of privilege or any

similar claim shall be identified by (1) the type of document, (2) the general subject matter of the document, (3) the date of the document, and (4) such other information as is sufficient to identify the document including the author of the document, the addressee of the document, and, where not apparent, the relationship of the author and the addressee to each other. The nature of each claim of privilege shall be set forth. 13. 14. Documents attached to each other should not be separated. Documents not otherwise responsive to a discovery request shall be produced if

such documents mention, discuss, refer to, or explain the documents which are called for by this discovery request. 15. The fact that a document is produced by another party does not relieve you of the

obligation to produce your copy of the same document, even if the two documents are identical. 16. In producing documents and other materials, you are requested to furnish all

documents or things in your possession, custody or control, regardless of whether such documents or materials are possessed directly by you or your directors, officers, agents, employees, representatives, subsidiaries, managing agents, affiliates, accountants, investigators, or by your attorneys or their agents, employees, representatives or investigators.

subpoena - Midland/ny-937236 v1

08/16/2010 0

17.

If you object to any part of any request, you shall state fully in writing the nature

of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the other parts of the request to which you are not objecting. 18. Each document request shall be construed independently and not with reference to

any other document request for the purpose of limitation. 19. The use of the singular form of any word includes the plural and vice versa. The

past tense shall include the present tense and vice versa. DESIGNATED DOCUMENTS TO BE PRODUCED 1. All documents relating to any loans concerning Innkeepers for which Midland serves as

special servicer including mortgages, Uniform Commercial Code statements, and documents evidencing the authority of Midland to enforce any security interest in or on the property of Innkeepers. 2. All documents relating to the 2007 Transaction or any agreements relating thereto.

subpoena - Midland/ny-937236 v1

08/16/2010 0

B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

Southern District of New York In re Innkeepers USA Trust, et al., SUBPOENA FOR RULE 2004 EXAMINATION
Debtor Case No.* 10-13800 (SCC) To:

LNR Partners Inc.

United States Bankruptcy Court for the Southern District of New York
Chapter 11

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY DATE AND TIME

YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

SEE ATTACHMENT A

PLACE

DATE AND T

Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

ISSUING OFFICER SIGNATURE AND TITLE

DATE

__________ Lorenzo Marinuzzi Partner, Morrison & Foerster LLP

ISSUING OFFICERS NAME, ADDRESS, AND PHONE NUMBER

Lorenzo Marinuzzi Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 468-8000
* If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

subpoena - LNR/ny-937233 v1

08/16/2010 07:12 PM

B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1, 2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction which may include lost earnings and reasonable attorney's fees on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or Modifying a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modify the subpoena if it requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) Specifying Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (1) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored information: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categories in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specify a form for producing electronically stored information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one form. (D)Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information is not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notify any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

subpoena - LNR/ny-937233 v1

08/16/2010 07:12 PM

ATTACHMENT A DEFINITIONS AND INSTRUCTIONS As used herein, the following terms shall have the following meanings: 1. LNR means LNR Partners Inc. and its direct subsidiaries, affiliates,

predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 2. Apollo means Apollo Investment Corporation and its direct subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 3. 2007 Transaction means the June 2007 transaction by which Apollo, through

certain subsidiaries, acquired Innkeepers as described in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, In support of First-Day Pleadings dated July 19, 2010 at 23. 4. Document means those things described in Fed. R. Civ. P. 34(a), made

applicable in bankruptcy cases by Rules 7034 and 9014 of the Federal Rules of Bankruptcy Procedure, including without limitation any writings, drawings, graphs, charts, photographs, phone records, electronic, recorded, digitally encoded, graphic, and/or other data compilations from which information can be obtained, translated if necessary, by the respondent through detection devices into reasonably usable form, or other information, including originals, translations and drafts thereof and all copies bearing notations and marks not found on the original. The term document includes affidavits, analyses, appointment books, appraisals, articles from publications, (whether in paper, database, electronic or other format(s)), calculations (whether in paper, database, electronic or other format(s)), books, books of account,

subpoena - LNR/ny-937233 v1

08/16/2010 0

statements, cables, calendars, charts, checks (cancelled or un-cancelled), check stubs, confirmations, contracts, corporate resolutions, correspondence, credit card receipts, desk calendars, desk pads, diaries, diskettes, drafts, estimates, evaluations, filings, financial statements, forms, invoices, journals, ledgers, letters, lists, memoranda, minutes, notations, notes, opinions, orders, pamphlets, papers, partners and employees personnel files, partners and employees review check lists, permanent files, pictures, press releases, projections, prospectuses, publications, receipts, recordings of conferences, conversations or meetings, reports, statements, statistical records, studies, summaries, tabulations, telegrams, telephone records, telex messages, transcripts, understandings, videotapes, vouchers, work papers, copies of records and documents, and sheets or things similar to any of the foregoing however denominated. The term document further includes email and electronic communication

whether stored on a personal computer, network computer system, backup computer tape and/or disk, or by some other storage mechanism. The term document further means any document now or at any time in the possession, custody, or control of the entity to whom this document request is directed (together with any predecessors, successors, affiliates, subsidiaries or divisions thereof, and their officers, directors, employees, agents and attorneys). Without

limiting the term control as used in the preceding sentence, a person is deemed to be in control of a document if the person has the right to secure the document or a copy thereof from another person having actual possession thereof, including, but not limited to, work product contracted by you from professional firms. 5. A document that concerns, relating to refers to or relates to a given subject

matter means any document that evidences, constitutes, describes, contains, embodies, reflects,

subpoena - LNR/ny-937233 v1

08/16/2010 0

identifies, states, references, deals with, or is in any way pertinent to that subject, including, without limitation, documents concerning the presentation of other documents. 6. Innkeepers means, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 7. The documents covered by this request include all documents in your possession, Unless otherwise specified, each request herein seeks all documents

custody or control.

generated or received by you during the period from January 1, 2007 through and including the date of production. 8. Each request for the production of documents shall be deemed to be continuing in

nature. If at any time additional documents come into your possession, custody or control or are brought to your attention, prompt supplementation of your response to these requests is required. 9. You shall produce all documents in the manner in which they are maintained in

the usual course of your business or you shall organize and label the documents to correspond with the categories in this request. A request for a document shall be deemed to include a request for any and all file folders within which the document was contained, transmittal sheets, cover letters, exhibits, enclosures, or attachments to the document in addition to the document itself. 10. If and to the extent documents are maintained in a database or other electronic

format, you shall produce along with the document(s) software that will enable access to the

subpoena - LNR/ny-937233 v1

08/16/2010 0

electronic document(s) or database as you would access such electronic document(s) or database in the ordinary course of your business. 11. Documents shall be produced in such fashion as to identify the department,

branch or office in which they were located and, where applicable, the natural person in whose possession it was found and the business address of each documents custodian(s). 12. Any document withheld from production based on a claim of privilege or any

similar claim shall be identified by (1) the type of document, (2) the general subject matter of the document, (3) the date of the document, and (4) such other information as is sufficient to identify the document including the author of the document, the addressee of the document, and, where not apparent, the relationship of the author and the addressee to each other. The nature of each claim of privilege shall be set forth. 13. 14. Documents attached to each other should not be separated. Documents not otherwise responsive to a discovery request shall be produced if

such documents mention, discuss, refer to, or explain the documents which are called for by this discovery request. 15. The fact that a document is produced by another party does not relieve you of the

obligation to produce your copy of the same document, even if the two documents are identical. 16. In producing documents and other materials, you are requested to furnish all

documents or things in your possession, custody or control, regardless of whether such documents or materials are possessed directly by you or your directors, officers, agents, employees, representatives, subsidiaries, managing agents, affiliates, accountants, investigators, or by your attorneys or their agents, employees, representatives or investigators.

subpoena - LNR/ny-937233 v1

08/16/2010 0

17.

If you object to any part of any request, you shall state fully in writing the nature

of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the other parts of the request to which you are not objecting. 18. Each document request shall be construed independently and not with reference to

any other document request for the purpose of limitation. 19. The use of the singular form of any word includes the plural and vice versa. The

past tense shall include the present tense and vice versa. DESIGNATED DOCUMENTS TO BE PRODUCED 1. All documents relating to any loans concerning Innkeepers for which LNR serves as

special servicer including mortgages, Uniform Commercial Code filing statements, and documents evidencing the authority of LNR to enforce any security interest in or on the property of Innkeepers. 2. All documents relating to the 2007 Transaction or any agreements relating thereto.

subpoena - LNR/ny-937233 v1

08/16/2010 0

B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

Southern District of New York In re Innkeepers USA Trust, et al., SUBPOENA FOR RULE 2004 EXAMINATION
Debtor Case No.* 10-13800(SCC) To:

Lehman ALI Inc. 1271 Avenue of the Americas New York, NY 10020

United States Bankruptcy Court for the Southern District of New York
Chapter 11

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY DATE AND TIME

Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

TBD

YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

SEE ATTACHMENT A

PLACE

DATE AND TIME

Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

ISSUING OFFICER SIGNATURE AND TITLE

DATE

_________________ Lorenzo Marinuzzi Partner, Morrison & Foerster LLP

ISSUING OFFICERS NAME, ADDRESS, AND PHONE NUMBER

Lorenzo Marinuzzi Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 468-8000
* If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

subpoena Lehman/ny-937238 v1

08/16/2010 07:24 PM

B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1, 2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction which may include lost earnings and reasonable attorney's fees on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or Modifying a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modify the subpoena if it requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) Specifying Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (1) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored information: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categories in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specify a form for producing electronically stored information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one form. (D)Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information is not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notify any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

subpoena Lehman/ny-937238 v1

08/16/2010 07:24 PM

ATTACHMENT A DEFINITIONS AND INSTRUCTIONS As used herein, the following terms shall have the following meanings: 1. 2007 Transaction means the June 2007 transaction by which Apollo, through

certain subsidiaries, acquired Innkeepers as described in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, In support of First-Day Pleadings dated July 19, 2010 at 23. 2. Apollo means Apollo Investment Corporation and its direct subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 3. Document means those things described in Fed. R. Civ. P. 34(a), made

applicable in bankruptcy cases by Rules 7034 and 9014 of the Federal Rules of Bankruptcy Procedure, including without limitation any writings, drawings, graphs, charts, photographs, phone records, electronic, recorded, digitally encoded, graphic, and/or other data compilations from which information can be obtained, translated if necessary, by the respondent through detection devices into reasonably usable form, or other information, including originals, translations and drafts thereof and all copies bearing notations and marks not found on the original. The term document includes affidavits, analyses, appointment books, appraisals, articles from publications, (whether in paper, database, electronic or other format(s)), calculations (whether in paper, database, electronic or other format(s)), books, books of account, statements, cables, calendars, charts, checks (cancelled or un-cancelled), check stubs, confirmations, contracts, corporate resolutions, correspondence, credit card receipts, desk calendars, desk pads, diaries, diskettes, drafts, estimates, evaluations, filings, financial

subpoena Lehman/ny-937238 v1

08/16/2010 0

statements, forms, invoices, journals, ledgers, letters, lists, memoranda, minutes, notations, notes, opinions, orders, pamphlets, papers, partners and employees personnel files, partners and employees review check lists, permanent files, pictures, press releases, projections, prospectuses, publications, receipts, recordings of conferences, conversations or meetings, reports, statements, statistical records, studies, summaries, tabulations, telegrams, telephone records, telex messages, transcripts, understandings, videotapes, vouchers, work papers, copies of records and documents, and sheets or things similar to any of the foregoing however denominated. The term document further includes email and electronic communication

whether stored on a personal computer, network computer system, backup computer tape and/or disk, or by some other storage mechanism. The term document further means any document now or at any time in the possession, custody, or control of the entity to whom this document request is directed (together with any predecessors, successors, affiliates, subsidiaries or divisions thereof, and their officers, directors, employees, agents and attorneys). Without

limiting the term control as used in the preceding sentence, a person is deemed to be in control of a document if the person has the right to secure the document or a copy thereof from another person having actual possession thereof, including, but not limited to, work product contracted by you from professional firms. 4. A document that concerns, relating to refers to or relates to a given subject

matter means any document that evidences, constitutes, describes, contains, embodies, reflects, identifies, states, references, deals with, or is in any way pertinent to that subject, including, without limitation, documents concerning the presentation of other documents. 5. Innkeepers means, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States

subpoena Lehman/ny-937238 v1

08/16/2010 0

Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 6. The documents covered by this request include all documents in your possession, Unless otherwise specified, each request herein seeks all documents

custody or control.

generated or received by you during the period from January 1, 2007 through and including the date of production. 7. Each request for the production of documents shall be deemed to be continuing in

nature. If at any time additional documents come into your possession, custody or control or are brought to your attention, prompt supplementation of your response to these requests is required. 8. You shall produce all documents in the manner in which they are maintained in

the usual course of your business or you shall organize and label the documents to correspond with the categories in this request. A request for a document shall be deemed to include a request for any and all file folders within which the document was contained, transmittal sheets, cover letters, exhibits, enclosures, or attachments to the document in addition to the document itself. 9. If and to the extent documents are maintained in a database or other electronic

format, you shall produce along with the document(s) software that will enable access to the electronic document(s) or database as you would access such electronic document(s) or database in the ordinary course of your business. 10. Documents shall be produced in such fashion as to identify the department,

branch or office in which they were located and, where applicable, the natural person in whose possession it was found and the business address of each documents custodian(s).

subpoena Lehman/ny-937238 v1

08/16/2010 0

11.

Any document withheld from production based on a claim of privilege or any

similar claim shall be identified by (1) the type of document, (2) the general subject matter of the document, (3) the date of the document, and (4) such other information as is sufficient to identify the document including the author of the document, the addressee of the document, and, where not apparent, the relationship of the author and the addressee to each other. The nature of each claim of privilege shall be set forth. 12. 13. Documents attached to each other should not be separated. Documents not otherwise responsive to a discovery request shall be produced if

such documents mention, discuss, refer to, or explain the documents which are called for by this discovery request. 14. The fact that a document is produced by another party does not relieve you of the

obligation to produce your copy of the same document, even if the two documents are identical. 15. In producing documents and other materials, you are requested to furnish all

documents or things in your possession, custody or control, regardless of whether such documents or materials are possessed directly by you or your directors, officers, agents, employees, representatives, subsidiaries, managing agents, affiliates, accountants, investigators, or by your attorneys or their agents, employees, representatives or investigators. 16. If you object to any part of any request, you shall state fully in writing the nature

of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the other parts of the request to which you are not objecting. 17. Each document request shall be construed independently and not with reference to

any other document request for the purpose of limitation. 18. The use of the singular form of any word includes the plural and vice versa. The

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past tense shall include the present tense and vice versa. DESIGNATED DOCUMENTS TO BE PRODUCED 1. 2. All documents relating to the 2007 Transaction or any agreements relating thereto. All documents relating to any financing obtained or contemplated by Apollo in

connection with the 2007 Transaction. 3. All documents relating to Innkeepers ability or inability to service or satisfy any debt

obligations arising in connection with the 2007 Transaction 4. All documents relating to any financial plans, valuations, appraisals, forecasts, business

plans, projections, or financial analysis of Innkeepers or any of its assets or indebtedness related to the 2007 Transaction. 5. All documents relating to the fairness opinions issued by Lehman Brothers and UBS

Securities LLC in connection with the 2007 Transaction. 6. All documents relating to payments made to equity holders, officers or trustees as part of

the 2007 Transaction. 7. All documents relating to any formal action taken by the board of directors, board of

trustees, members, partners or management of Innkeepers or Apollo, including without limitation meeting minutes, agendas, notes and formal resolutions or declarations relating to the 2007 Transaction. 8. All documents evidencing any indebtedness incurred by Innkeepers as a result of the

2007 Transaction. 9. All documents relating to the Agreement and Plan of Merger, Dated as of April 15, 2007

By and Among Grand Prix Holdings LLC, Grand Prix Acquisition Trust, Innkeepers USA Trust, Innkeepers USA Limited Partnership and Innkeepers Financial Corporation.

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MATTERS FOR TESTIMONY 1. 2. The negotiation and financing (debt and equity) of the 2007 Transaction. Any loan agreements between Lehman and the Debtors including, but not limited to the

Fixed Rate Mortgage Loan Agreement dated June 29, 2007 and the Floating Rate Mortgage Agreement dated June 29, 2007.

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B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

UNITED STATES BANKRUPTCY COURT

Southern District of New York In re Innkeepers USA Trust, et al., SUBPOENA FOR RULE 2004 EXAMINATION
Debtor Case No.* 10-13800 (SCC) To:

C-III Asset Management, LLC 5221 North OConnor Blvd Irving, TX 75039

United States Bankruptcy Court for the Southern District of New York
Chapter 11

YOU ARE COMMANDED to appear and testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY DATE AND TIME

YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and time specified below (list documents or objects):

SEE ATTACHMENT A

PLACE

DATE AND T

Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

ISSUING OFFICER SIGNATURE AND TITLE

DATE

__________ Lorenzo Marinuzzi Partner, Morrison & Foerster LLP

ISSUING OFFICERS NAME, ADDRESS, AND PHONE NUMBER

Lorenzo Marinuzzi Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 468-8000
* If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.

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B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)

PROOF OF SERVICE
DATE PLACE

SERVED
SERVED ON (PRINT NAME) MANNER OF SERVICE

SERVED BY (PRINT NAME)

TITLE

DECLARATION OF SERVER I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof of Service is true and correct. Executed on
DATE SIGNATURE OF SERVER

ADDRESS OF SERVER

Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1, 2007, made applicable in cases under the Bankruptcy Code by Rule 9016, Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena. (1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an appropriate sanction which may include lost earnings and reasonable attorney's fees on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or Modifying a Subpoena. (A) When Required. On timely motion, the issuing court must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person who is neither a party nor a party's officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modify the subpoena if it requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party; or (iii) a person who is neither a party nor a party's officer to incur substantial expense to travel more than 100 miles to attend trial (C) Specifying Conditions as an Alternative. In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (d) Duties in Responding to a Subpoena. (1) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored information: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categories in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specify a form for producing electronically stored information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one form. (D)Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information is not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial-preparation material, the person making the claim may notify any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c)(3)(A)(ii).

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ATTACHMENT A DEFINITIONS AND INSTRUCTIONS As used herein, the following terms shall have the following meanings: 1. C-III means C-III Asset Management, LLC and its direct subsidiaries, affiliates,

predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 2. Apollo means Apollo Investment Corporation and its direct subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 3. 2007 Transaction means the June 2007 transaction by which Apollo, through

certain subsidiaries, acquired Innkeepers as described in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, In support of First-Day Pleadings dated July 19, 2010 at 23. 4. Document means those things described in Fed. R. Civ. P. 34(a), made

applicable in bankruptcy cases by Rules 7034 and 9014 of the Federal Rules of Bankruptcy Procedure, including without limitation any writings, drawings, graphs, charts, photographs, phone records, electronic, recorded, digitally encoded, graphic, and/or other data compilations from which information can be obtained, translated if necessary, by the respondent through detection devices into reasonably usable form, or other information, including originals, translations and drafts thereof and all copies bearing notations and marks not found on the original. The term document includes affidavits, analyses, appointment books, appraisals, articles from publications, (whether in paper, database, electronic or other format(s)), calculations (whether in paper, database, electronic or other format(s)), books, books of account,

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statements, cables, calendars, charts, checks (cancelled or un-cancelled), check stubs, confirmations, contracts, corporate resolutions, correspondence, credit card receipts, desk calendars, desk pads, diaries, diskettes, drafts, estimates, evaluations, filings, financial statements, forms, invoices, journals, ledgers, letters, lists, memoranda, minutes, notations, notes, opinions, orders, pamphlets, papers, partners and employees personnel files, partners and employees review check lists, permanent files, pictures, press releases, projections, prospectuses, publications, receipts, recordings of conferences, conversations or meetings, reports, statements, statistical records, studies, summaries, tabulations, telegrams, telephone records, telex messages, transcripts, understandings, videotapes, vouchers, work papers, copies of records and documents, and sheets or things similar to any of the foregoing however denominated. The term document further includes email and electronic communication

whether stored on a personal computer, network computer system, backup computer tape and/or disk, or by some other storage mechanism. The term document further means any document now or at any time in the possession, custody, or control of the entity to whom this document request is directed (together with any predecessors, successors, affiliates, subsidiaries or divisions thereof, and their officers, directors, employees, agents and attorneys). Without

limiting the term control as used in the preceding sentence, a person is deemed to be in control of a document if the person has the right to secure the document or a copy thereof from another person having actual possession thereof, including, but not limited to, work product contracted by you from professional firms. 5. A document that concerns, relating to refers to or relates to a given subject

matter means any document that evidences, constitutes, describes, contains, embodies, reflects,

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identifies, states, references, deals with, or is in any way pertinent to that subject, including, without limitation, documents concerning the presentation of other documents. 6. Innkeepers means, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. 7. The documents covered by this request include all documents in your possession, Unless otherwise specified, each request herein seeks all documents

custody or control.

generated or received by you during the period from January 1, 2007 through and including the date of production. 8. Each request for the production of documents shall be deemed to be continuing in

nature. If at any time additional documents come into your possession, custody or control or are brought to your attention, prompt supplementation of your response to these requests is required. 9. You shall produce all documents in the manner in which they are maintained in

the usual course of your business or you shall organize and label the documents to correspond with the categories in this request. A request for a document shall be deemed to include a request for any and all file folders within which the document was contained, transmittal sheets, cover letters, exhibits, enclosures, or attachments to the document in addition to the document itself. 10. If and to the extent documents are maintained in a database or other electronic

format, you shall produce along with the document(s) software that will enable access to the

subpoena - C-III/ny-937234 v1

08/16/2010 0

electronic document(s) or database as you would access such electronic document(s) or database in the ordinary course of your business. 11. Documents shall be produced in such fashion as to identify the department,

branch or office in which they were located and, where applicable, the natural person in whose possession it was found and the business address of each documents custodian(s). 12. Any document withheld from production based on a claim of privilege or any

similar claim shall be identified by (1) the type of document, (2) the general subject matter of the document, (3) the date of the document, and (4) such other information as is sufficient to identify the document including the author of the document, the addressee of the document, and, where not apparent, the relationship of the author and the addressee to each other. The nature of each claim of privilege shall be set forth. 13. 14. Documents attached to each other should not be separated. Documents not otherwise responsive to a discovery request shall be produced if

such documents mention, discuss, refer to, or explain the documents which are called for by this discovery request. 15. The fact that a document is produced by another party does not relieve you of the

obligation to produce your copy of the same document, even if the two documents are identical. 16. In producing documents and other materials, you are requested to furnish all

documents or things in your possession, custody or control, regardless of whether such documents or materials are possessed directly by you or your directors, officers, agents, employees, representatives, subsidiaries, managing agents, affiliates, accountants, investigators, or by your attorneys or their agents, employees, representatives or investigators.

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17.

If you object to any part of any request, you shall state fully in writing the nature

of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the other parts of the request to which you are not objecting. 18. Each document request shall be construed independently and not with reference to

any other document request for the purpose of limitation. 19. The use of the singular form of any word includes the plural and vice versa. The

past tense shall include the present tense and vice versa. DESIGNATED DOCUMENTS TO BE PRODUCED 1. All documents relating to any loans concerning Innkeepers for which C-III serves as

special servicer including mortgages, Uniform Commercial Code filing statements, and documents evidencing the authority of C-III to enforce any security interest in or on the property of Innkeepers. 2. All documents relating to the 2007 Transaction or any agreements relating thereto.

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Morrison & Foerster LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 In re In re: Innkeepers USA Trust, et al.,, Debtor. Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF DEPOSITION OF CORPORATE REPRESENTATIVE OF THE DEBTORS TO: Innkeepers USA Trust, et al., the above referenced debtors (collectively, the Debtors) by and through Daniel Donovan, Kirkland & Ellis LLP, 655 Fifteenth Street, N.W., Washington, D.C. 2005-5793, Email: daniel.donovan@kirkland.com PLEASE TAKE NOTICE that pursuant to Federal Rule of Civil Procedure 30(b)(6), made applicable to the pending matter by Federal Rules of bankruptcy Procedure 7030 and 9014, Morrison & Foerster LLP, on behalf of the Official Committee of Unsecured Creditors of Innkeepers USA Trust et. al. (Committee), will take the deposition of the Designated Representative (as defined below) of the Debtors. The deposition will be conducted before an officer designated or appointed under Rule 28 of the Federal Rules of Civil Procedure, and will be conducted on September __, 2010 at 9:00

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a.m. (prevailing Eastern Time), at the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104 (or such other time and place as may be agreed by the Committee and the Debtors). This deposition will be taken before a court reporter and will be recorded by stenographic means. Pursuant to Federal Rule of Civil Procedure 30(b)(6), the Debtors must designate one or more officers, directors, managing agents or other persons (Designated Representatives) to testify on behalf of the Debtors with regard to all matters known or reasonably available to the Debtors with respect to the 2007 Transaction.1 Dated: New York, NY September _____, 2010 MORRISON & FOERSTER LLP

By: Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. 1290 Avenue of the Americas New York, NY 10104-0050 212.468.8000

Capitalized words not otherwise defined shall have the meaning assigned to them in the Committees First Request for Production of Documents attached hereto.

2
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Morrison & Foerster LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Proposed Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 In re: Innkeepers USA Trust, et al.,, Debtor. Case No. 10-13800 (SCC) Jointly Administered

FIRST REQUEST FOR PRODUCTION OF DOCUMENTS BY THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST, et al. TO: Innkeepers USA Trust, et al., the above referenced debtors (collectively, the Debtors) by and through Daniel Donovan, Kirkland & Ellis LLP, 655 Fifteenth Street, N.W., Washington, D.C. 2005-5793, Email: daniel.donovan@kirkland.com Pursuant to Federal Rule of Civil Procedure 34 incorporated in this case through Federal Rules of bankruptcy Procedure 7034, the Official Committee of Unsecured Creditors of Innkeepers USA Trust et. al. (Committee), directs the following First Request for Production of Documents (Requests) to Debtors. Debtors are instructed to produce by within 10 days of receiving such requests, at the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104 (or such other time and place as may be agreed to by the Committee and Debtors), all documents that are designated and described in this Request. To

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the extent that Debtors refuses to produce any responsive document on the basis of privilege, Debtors shall produce a privilege log. DEFINITIONS As used herein, the following terms shall have the following meanings: 1. 2007 Transaction means the June 2007 transaction by which Apollo, through

certain subsidiaries, acquired Innkeepers as described in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, In support of First-Day Pleadings dated July 19, 2010 at 23. 2. Apollo means Apollo Investment Corporation and its direct subsidiaries,

affiliates, predecessors, successors, assignees and the current and former employees, agents and representatives thereof. 3. Document means those things described in Fed. R. Civ. P. 34(a), made

applicable in bankruptcy cases by Rules 7034 and 9014 of the Federal Rules of Bankruptcy Procedure, including without limitation any writings, drawings, graphs, charts, photographs, phone records, electronic, recorded, digitally encoded, graphic, and/or other data compilations from which information can be obtained, translated if necessary, by the respondent through detection devices into reasonably usable form, or other information, including originals, translations and drafts thereof and all copies bearing notations and marks not found on the original. The term document includes affidavits, analyses, appointment books, appraisals, articles from publications, (whether in paper, database, electronic or other format(s)), calculations (whether in paper, database, electronic or other format(s)), books, books of account, statements, cables, calendars, charts, checks (cancelled or un-cancelled), check stubs, confirmations, contracts, corporate resolutions, correspondence, credit card receipts, desk

2
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calendars, desk pads, diaries, diskettes, drafts, estimates, evaluations, filings, financial statements, forms, invoices, journals, ledgers, letters, lists, memoranda, minutes, notations, notes, opinions, orders, pamphlets, papers, partners and employees personnel files, partners and employees review check lists, permanent files, pictures, press releases, projections, prospectuses, publications, receipts, recordings of conferences, conversations or meetings, reports, statements, statistical records, studies, summaries, tabulations, telegrams, telephone records, telex messages, transcripts, understandings, videotapes, vouchers, work papers, copies of records and documents, and sheets or things similar to any of the foregoing however denominated. The term document further includes email and electronic communication

whether stored on a personal computer, network computer system, backup computer tape and/or disk, or by some other storage mechanism. The term document further means any document now or at any time in the possession, custody, or control of the entity to whom this document request is directed (together with any predecessors, successors, affiliates, subsidiaries or divisions thereof, and their officers, directors, employees, agents and attorneys). Without

limiting the term control as used in the preceding sentence, a person is deemed to be in control of a document if the person has the right to secure the document or a copy thereof from another person having actual possession thereof, including, but not limited to, work product contracted by you from professional firms. 4. A document that concerns, relating to refers to or relates to a given subject

matter means any document that evidences, constitutes, describes, contains, embodies, reflects, identifies, states, references, deals with, or is in any way pertinent to that subject, including, without limitation, documents concerning the presentation of other documents.

3
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5.

Innkeepers means, collectively, all of the debtors and debtors-in-possession in

the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities and all of their subsidiaries and predecessors and the current and former employees, agents and representatives thereof. INSTRUCTIONS 1. The documents covered by this request include all documents in your possession, Unless otherwise specified, each request herein seeks all documents

custody or control.

generated or received by you during the period from January 1, 2007 through and including the date of production. 2. Each request for the production of documents shall be deemed to be continuing in

nature. If at any time additional documents come into your possession, custody or control or are brought to your attention, prompt supplementation of your response to these requests is required. 3. You shall produce all documents in the manner in which they are maintained in

the usual course of your business or you shall organize and label the documents to correspond with the categories in this request. A request for a document shall be deemed to include a request for any and all file folders within which the document was contained, transmittal sheets, cover letters, exhibits, enclosures, or attachments to the document in addition to the document itself. 4. If and to the extent documents are maintained in a database or other electronic

format, you shall produce along with the document(s) software that will enable access to the electronic document(s) or database as you would access such electronic document(s) or database in the ordinary course of your business.

4
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5.

Documents shall be produced in such fashion as to identify the department,

branch or office in which they were located and, where applicable, the natural person in whose possession it was found and the business address of each documents custodian(s). 6. Any document withheld from production based on a claim of privilege or any

similar claim shall be identified by (1) the type of document, (2) the general subject matter of the document, (3) the date of the document, and (4) such other information as is sufficient to identify the document including the author of the document, the addressee of the document, and, where not apparent, the relationship of the author and the addressee to each other. The nature of each claim of privilege shall be set forth. 7. 8. Documents attached to each other should not be separated. Documents not otherwise responsive to a discovery request shall be produced if

such documents mention, discuss, refer to, or explain the documents which are called for by this discovery request. 9. The fact that a document is produced by another party does not relieve you of the

obligation to produce your copy of the same document, even if the two documents are identical. 10. In producing documents and other materials, you are requested to furnish all

documents or things in your possession, custody or control, regardless of whether such documents or materials are possessed directly by you or your directors, officers, agents, employees, representatives, subsidiaries, managing agents, affiliates, accountants, investigators, or by your attorneys or their agents, employees, representatives or investigators. 11. If you object to any part of any request, you shall state fully in writing the nature

of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the other parts of the request to which you are not objecting.

5
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12.

Each document request shall be construed independently and not with reference to

any other document request for the purpose of limitation. 13. The use of the singular form of any word includes the plural and vice versa. The

past tense shall include the present tense and vice versa. DESIGNATED DOCUMENTS TO BE PRODUCED 1. 2. All documents relating to the 2007 Transaction or any agreements relating thereto. All documents relating to any financing obtained or contemplated by Apollo in connection with the 2007 Transaction. 3. All documents relating to Innkeepers ability or inability to service or satisfy any debt obligations arising in connection with the 2007 Transaction 4. All documents relating to any financial plans, valuations, appraisals, forecasts, business plans, projections, or financial analysis of Innkeepers or any of its assets or indebtedness related to the 2007 Transaction. 5. All documents relating to the Fairness Opinions issued by Lehman Brothers and UBS Securities LLC in connection with the 2007 Transaction. 6. All documents relating to payments made to equity holders, officers or trustees as a result of the 2007 Transaction. 7. All documents relating to any formal action taken by the board of directors, board of trustees, members, partners or management of Innkeepers or Apollo, including without limitation meeting minutes, agendas, notes and formal resolutions or declarations relating to the 2007 Transaction. 8. All documents evidencing any indebtedness incurred by Innkeepers as a result of the 2007 Transaction.

6
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9.

All documents relating to the Agreement and Plan of Merger, Dated as of April 15, 2007 By and Among Grand Prix Holdings LLC, Grand Prix Acquisition Trust, Innkeepers USA Trust, Innkeepers USA Limited Partnership and Innkeepers Financial Corporation.

7
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Proposed Order

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

ORDER PERMITTING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST ET AL. TO CONDUCT RULE 2004 DISCOVERY OF THE DEBTORS AND OTHER PARTIES THIS MATTER having come before the Bankruptcy Court upon the motion, dated August 17, 2010, of the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. (the Committee), for entry of an order permitting the Committee to conduct discovery pursuant to Bankruptcy Rule 2004 in the form of document production and witness testimony concerning the Debtors business affairs during the last three years (the Motion), all as more fully described in the Motion and attached discovery requests and subpoenas; and it appearing
1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). 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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that the Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. 157 and 1334; and it appearing that venue of this Chapter 11 case and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and the Court having determined that the relief requested in the Motion is in the best interests of the Debtors, its estate, its creditors and other parties-in-interest; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED, that the Motion is hereby granted; and it is further ORDERED, that the Committee is authorized to seek discovery from the Debtors and its current and former shareholder, and certain creditors, including, but not limited to (a) Apollo Investment Corporation (AIC), (b) Midland Loan Services Inc. (Midland), (c) Lehman ALI Inc. (Lehman), (d) LNR Partners Inc. (LNR), (e) CW Capital Asset Management, LLC (CW), and (f) C-III Asset Management, LLC (C-III) under Rule 2004 by service of the subpoenas and discovery requests similar to the forms attached to the Motion; and it is further ORDERED, that unless otherwise agreed upon by the Committee and the affected party, the Debtors, AIC, Midland, Lehman, LNR, CW, and C-III shall submit written responses and objections and produce documents in response to the subpoenas and discovery requests within fourteen (14) days of service; and it is further ORDERED, that unless otherwise agreed upon by the Committee and the affected party, the Debtors, AIC and Lehman shall produce witnesses for deposition testimony (subject to their written objections) within fourteen (14) days of service of the subpoenas and discovery requests; and it is further

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ORDERED, that entry of this Order is without prejudice to the Committees right to request or conduct any other discovery, pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure or other applicable law, from any person or entity. Dated: September __, 2010 New York, New York UNITED STATES BANKRUPTCY JUDGE

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