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 Stefan W. Engelhardt Jordan A. Wishnew 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., Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

AFFIDAVIT OF STEFAN W. ENGELHARDT IN SUPPORT OF ENTRY OF ORDER TO SHOW CAUSE I, Stefan W. Engelhardt, being duly sworn, say: 1. I am a partner at the firm of Morrison & Foerster LLP, counsel to the Official

Committee of Unsecured Creditors (the Committee), in the above-captioned proceeding. 2. I submit this declaration pursuant to Local Bankruptcy Rule 9077-1 in support of the

request of the Committee for shortened notice in connection with the Committees Motion To Compel Apollo Investment Corporation To Produce Documents In Response To The Committees Subpoena For Rule 2004 Examination (the Motion).1

Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Motion.

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As set forth in the Motion, Apollo Investment Corporation (AIC) has failed to

submit timely its written objections and responses, and has failed entirely to produce any responsive documents as required by this Courts Order dated August 25, 2010, granting the Committees motion to obtain discovery, pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, from the Debtors, certain of its secured creditors, and AIC, through subpoenas and discovery requests (the Discovery Order). 4. The Committee is moving by order to show cause rather than by notice of motion

because pressing time constraints require that this matter be promptly addressed by the Court. The deadline for the Committee to bring a Challenge to the liens and claims of the Adequate Protection Parties is November 30, 2010. The next omnibus hearings in these cases are

scheduled for November 10, 2010 and December 14, 2010. The notice deadline has already passed for the November 10th hearing. Allowing the Motion to be heard on regular notice would not allow the Motion to be heard prior to the expiration of the period in which to assert a Challenge. Moreover, pursuant to the Discovery Order, AIC was to produce documents

responsive to the Subpoena by September 30, 2010, a deadline that has long since passed despite repeated requests for compliance from the Committee. 5. Based upon the foregoing, the Committee respectfully requests that the Court enter

the Order to Show Cause and schedule a hearing on the Motion for November 10, 2010 at 10:00 a.m., or as soon thereafter as the matter may be heard at the convenience of the Court, before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Room 610 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 1004.

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No previous request for the relief sought in the Motion has been made to this or any

other Court. 7. My office has advised counsel for AIC that the Committee is seeking an expedited

hearing on the Motion. Dated: November 5, 2010 /s/ Stefan W. Engelhardt STEFAN W. ENGELHARDT

SWORN TO AND SUBSCRIBED Before me this 5th day of November, 2010 /s/ Laura Guido Notary Public LAURA GUIDO Notary Public, State of New York No. 01GU6152891 Qualified in New York County Commission Expires September 25, 2014

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