William Douglas White McCarthy & White, PLLC 1751 Pinnacle Drive, Suite 1115 McLean, VA 22102 (703)

770-9265 (703) 770-9266 (fax) Email: wdw@mccarthywhite.com Counsel to Florida Power & Light Company, Atlantic City Electric and Pepco UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

Hearing: August 12, 2010 at 2 p.m. Objections: August 5, 2010

In re: INKEEPERS USA TRUST., et al., Debtors.

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

OBJECTION OF FLORIDA POWER & LIGHT COMPANY, ATLANTIC CITY ELECTRIC AND PEPCO TO DEBTORS MOTION FOR THE ENTRY OF AN ORDER DETERMINING ADEQUATE ASSURANCE OF PAYMENT FOR FUTURE UTILITY SERVICES Florida Power & Light Company (FPL), Atlantic City Electric (ACE) and Potomac Electric Power Company (Pepco) (together, the Objecting Utilities), through their undersigned counsel, hereby object to the Debtors Motion For the Entry of an Order Determining Adequate Assurance of Payment for Future Utility Services (Motion), request that the Court deny the Motion for the reasons below and order Debtors to pay to each of the Objecting Utilities cash assurances equal to two months of service, the amounts deemed satisfactory by each of the Objecting Utilities under Section 366(c)(2), or face the prospect of an interruption of service after the 30th day after the petition. The amounts of such demands are set forth in the attached lists of accounts for each Objecting Utility. In further support, Objecting Utilities state as follows:

1. Certain utilities have already filed their objection to Debtors Motion set forth in the Objection of Certain Utility Companies To The Debtors Motion For Entry Of An Order Determining Adequate Assurance Of Payment For Future Utility Services (Docket No. ___). That objection deals comprehensively with the many issues raised by Debtors Motion, the Objecting Utilities adopt and incorporate herein the arguments made in that filing except to the extent that the objection states that Debtors may seek under Section 366(c)(3) to modify the assurances deemed satisfactory by a utility prior to the Debtors having delivered those assurances to the utility during the first 30 days under Section 366(c)(2) of the Bankruptcy Code. By its terms and the context, such receipt of the satisfactory assurances demanded by a utility are required. 2. The Objecting Utilities also make the following additional arguments. Debtors did not properly serve their Motion upon the Objecting Utilities. Debtors Affidavit of Service dated July 19, 2010 demonstrates that Debtors failed to meet the requirements under Bankruptcy Rule 9014 and 7004 for service of contested matters upon the Objecting Utilities. Mailing papers to addresses with post offices boxes and to addresses that do not identify the name of the person at the utility required to accept service fails to comply with the Bankruptcy Rules and Federal Rules of Civil Procedure 4. The Motion should be denied on the basis alone. 3. Debtors proposed Procedures are contrary the provisions contained in applicable state law under the tariffs and regulations adopted by the public service commissions in each state and run afoul of the express requirements of 28 U.S.C. 959(b) that all debtors in possession comply with the laws of the jurisdictions in which they operate. Section 366 of the Code permits the Bankruptcy Court to modify only the amount of the assurance that a utility demands. It does not give license to the Debtors to displace or modify the regulatory requirements under which

public utilities operate. That is in no way changed by the provisions of Section 105 of the Bankruptcy Code. The applicable regulatory requirements are specifically set forth in each utilitys tariff that are publicly available for review by every customer. The website addresses containing the detailed provisions of those tariffs for the Objecting Utilities are set forth below: http://www.fpl.com/rates/pdf/2010%2007-13%20Section_6.pdf http://www.pepco.com/_res/documents/dc_terms.pdf http://www.atlanticcityelectric.com/_res/documents/NJTariffSectionII.pdf 4. Debtors argument in the Motion and the Declaration of Dennis Craven that Objecting Utilities could or would blindside Debtors with a precipitous termination of service without notice on the 31st day are simply incorrect. By regulation and by practice, the Objecting Utilities provide written notice to all customers prior to any termination for failure to pay a bill or deposit. For instance, reference here is made to the Pepcos tariff specifically requiring notice to customers.
9b. Discontinuance by the Company The Company may discontinue service upon due notice to a Customer and remove its property without being liable to the Customer or to tenants or occupants of the premises served, for any loss, cost, damage or expense occasioned by such discontinuance or removal, for any of the following reasons: 1. Failure to comply with the Company's requirements for service applications as required under Section 3 -- APPLICATION FOR ELECTRIC SERVICE, or Section 10 -- SERVICE CONNECTIONS. 2. Failure of a Customer to make or to increase a deposit as required under Section 4

CONCLUSION Debtors request for procedural and final relief under Section 366 has traveled a path that this Court should reverse. The Objecting Utilities request that the Court a) enforce as written Section 366 of the Bankruptcy Code, b) deny the Debtors' Motion, c) direct that the Debtors pay

the Objecting Utilities the assurances demanded or be subject to disconnection on the thirty-first day after the Petition Date, and d) for such other and further relief as the Court deems just and proper.

Dated: August 05, 2010 McLean, Virginia

Respectfully submitted, /s/ William Douglas White_______ William Douglas White, Esquire McCarthy & White, PLLC 1751 Pinnacle Drive, Suite 1115 McLean, VA 22102 (703) 770-9265 (703) 770-9266 (fax) wdw@mccarthywhite.com Counsel to Florida Power & Light Company, Atlantic City Electric and Potomac Electric Power Company

CERTIFICATE OF SERVICE I, William Douglas White, hereby certify that a copy of the foregoing has been filed and served via the Courts CM/ECF electronic filing system and also served upon the following by U.S. Mail, properly addressed and postage prepaid, and via facsimile or email, as indicated below, on the 5th day of August, 2010: Paul M. Basta James H.M. Sprayregen, P.C. Kirkland & Ellis, LLP 601 Lexington Avenue New York, NY 10022 Debtors Counsel paul.basta@kirkland.com Facsimile: 212-446-4900 Facsimile: 312-862-2200 Anup Sathy, PC Marc J. Carmel Kirland & Ellis LLP 300 North LaSalle Chicago IL 60654-3406 Facsimile: 312-862-2200 Paul Kenan Schwartzberg Office of the United States Trustee 33 Whitehall Street 21st Floor New York, NY 10004 Facsimile: 212-668-2255 Apollo Investment Corporation Attn: Joseph D. Glatt 9 West 57th Street New York, NY 10019 Facsimile: (212) 515-3450 Bryan Cave LLP c/o Michelle McMahon, Esq. 1290 Avenue of the Americas New York, NY 10104 Facsimile: 212 541 1439

Dechert LLP Attn: Nicole B. Herther-Spiro 1095 Avenue of the Americas New York, NY 10036 Facsimile: 212 698 3599 Duane Morris LLP Attn: Phillip K. Wang Counsel For LNR Partners, LLC One Market Plaza, Spear Tower Suite 2200 San Francisco, CA 94105-1127 Facsimile: 415 358 4725 Haynes and Boone, LLP Attn: John D. Penn, Esq. Counsel for Midland Loan Services, Inc. 201 Main Street, Suite 2200 Fort Worth, TX 76102 Facsimile: 817.348.2300 Kasowitz Benson, Torres & Friedman LLP c/o Daniel A. Fliman Counsel for Five Mile Capital Partners LC 1633 Broadway New York, NY 10019 Facsimile: (212) 506-1800

Morrison & Foerster, LLP Counsel for official committee of unsecured creditors c/o Jordan A. Wishnew 1290 Avenue of the Americas New York, NY 10104-0050 Facsimile: (212) 468-7900 Kaufmann Gildin Robbins & Oppenheim, LP David J. Kaufmann, Esq. Kevin M. Shelley, Esq. Counsel for Hilton Worldwide, Inc. 777 Third Avenue, 24th Floor New York, NY 10017 Facsimile: (212) 755-3174 Facsimile: (212) 755-3174

Linebarger Goggan Blair & Sampson, LLP Attn: Elizabeth Weller 2323 Bryan Street, Suite 1600 Dallas, TX 75201 Facsimile: 469-221-5003 Tashjian & Padian Gerald Padian, Esq. & Bradley M. Rank, Esq. Counsel for CW Capital Asset Management, LLC et.al. 15 West 36th Street, 15th Floor New York, NY 10018 Facsimile: (212) 319-9883 Paul, Weiss, Rifkind, Wharton & Garrison LLP Attn: Alan W. Kornberg 1285 Avenue of the Americas New York, NY 10019-6064 Facsimile: 212-757-3990 Sheppard Mullin Richter & Hampton LLP Attn: Jane Qin 30 Rockefeller Plaza, Suite 2400 New York, NY 10112 Facsimile: 212.653.8701 Wilkie Farr & Gallagher LLP Attn: Rachel C. Strickland, Esq. 787 Seventh Avenue New York, NY 10019 Facsimile: 212-728-8111 Innkeepers USA 340 Royal Poinciana Way Suite 306 Palm Beach, FL 33480 Facsimile: (561) 835-0457 /s/ William Douglas White

Innkeepers Hospitality Deposit Analysis

2 Month Deposit with TPS $9,800.00 Totals: Case:10-13800 SDNY Ch: 11 Filed: 7/19/10 * Note: Inkeepers Hospitality currently has a Third Party Supplier. Deposits above reflects an amount with or without retaining a TPS. $9,800.00

Account Name

Pre-Petition Account Number

Post-Petition Account Number

Service Address

2 Month Deposit Without a TPS

INNKEEPERS HOSPITALITY

3297874-9999-8

TBD

119 S S CAROLINA AVE, ATLANTIC CITY, NJ

$55,100.00 $55,100.00

C. Mayer

1 8/5/2010

Case No.: 10-13800

Southern District of New York

Filed: 07/19/10

Innkeepers USA Trust

Pre-Petition Account Number Post-Petition Deposit Requirement 11,910 23,710 290 80 16,500 Post-Petition Account Number

Service Address

Pre-Petition Deposit Deposit Held Type 290 Cash

Name on Acct

Final Bill Bal $ (184.26)

97000-31017 312 ROYAL POINCIANA WAY 255 EVERNIA ST APT 905 75483-25997 00621-45164 00631-43192 01795-75360 05281-82173 19594-07568 24218-89243 1505 BELVEDERE RD # HOTEL 2440 NW 62ND ST 2440 NW 62ND ST # OL 3210 9TH ST N # OL 308 ROYAL POINCIANA WAY 3210 9TH ST N 304 ROYAL POINCIANA WAY # N

59325-53240 THE INNKEEPERS USA 04100-03073 THE INNKEEPERS USA PALM BEACH HOTEL ASSOC LTD CYPRESS HOTEL JOINT VENTURE CYPRESS HOTEL JOINT VENTURE INNKEEPERS HOSPITALITY INC INNKEEPERS HOSPITALITY INC INNKEEPERS HOSPITALITY INC INNKEEPERS HOSPITALITY INC

683 486

PP PP PP PP Cash PP Cash

1,459

52,490

$ (184.26)

8/5/2010

RITZ CAMERA CENTERS INC

Account Name

Pre-Petition Account Number 2011-5179-72 2011-5178-40 0512-1932-28 2023-8897-08 2023-8898-15 2023-8899-06 2034-2867-12 2034-2868-37 2034-2869-10

Post-Petition Account Number 2011-5179-80 2011-5178-57 0512-1932-36 2023-8897-16 2023-8898-23 2023-8899-14 2034-2867-20 2034-2868-45 2034-2869-28

Service Address

Post-Petition Deposit Requirement $710.00 $7,100.00 $8,025.00 $2,905.00 $1,660.00 $2,020.00 $20.00 $5,410.00 $2,475.00

CURRENT BILL

DEPOSIT HELD

JF HOTEL INC JF HOTEL INC INKEEPERS HOSPITALITY DOUBLE TREE RESIDENCE INN BY MARRIOTT RESIDENCE INN BY MARRIOTT RESIDENCE INN BY MARRIOTT INN KEPPERS HOSPITALITY INC INN KEPPERS HOSPITALITY INC INN KEPPERS HOSPITALITY INC

20260 GOLDENROD LA #A 20260 GOLDENROD LA 801 NEW HAMP AV NW 9719 WASHINGTONIAN BL 9721 WASHINGTONIAN BL 9723 WASHINGTONIAN BL 920 KING FARM BL #C 920 KING FARM BL #A 920 KING FARM BL

$0.00 NONE $5,243.85 NONE $0.00 $1,685.00

$2,450.48 NONE $1,663.91 NONE $1,753.55 NONE $10.53 BOND $4,691.62 NONE $2,263.56 BOND

FILED: 7/19/2010 CH: 11 BANKRUPTCY CCOURT: SOUTHERN DISTRICT OF NEW YORK

$30,325.00

***THESE ACCOUNTS HAVE NOT YET BEEN FINAL BILLED SO THESE ARE PROJECTED DEPOSITS**

C. Mayer

1 8/5/2010