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SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza, 24th Floor New York, NY 10112 Telephone: 212-653-8700

Facsimile: 212-653-8701 Carren B. Shulman Alan M. Feld Attorneys for Marriott International, Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., Jointly Administered Debtors. Chapter 11 Case No. 10-13800-scc

MARRIOTT INTERNATIONAL, INC.'S MOTION FOR ENTRY OF AN ORDER AUTHORIZING TO FILE UNDER SEAL EXHIBITS TO THE DECLARATION OF KARL GROVER IN SUPPORT OF MARRIOTT INTERNATIONAL, INC.'S MOTION FOR LIMITED MODIFICATION OF THE AUTOMATIC STAY TO COMPLETE DEIDENTIFICATION OF A SINGLE HOTEL IN ACCORDANCE WITH THE PREPETITION TERMINATION OF THE FRANCHISE AGREEMENT WHICH IS EFFECTIVE ON AUGUST 30, 2010 Marriott International, Inc. ("Marriott") files this motion (the "Motion") for entry of an order authorizing it to file under seal exhibits (the "Exhibits") to the Declaration of Karl Grover in Support of Marriott International, Inc.'s Motion for Limited Modification of the Automatic Stay to Complete De-Identification of a Single Hotel in Accordance with the Prepetition Termination of the Franchise Agreement which is Effective on August 30, 2010 (the "Grover Declaration") [Docket No. 132]. In support of the Motion, Marriott respectfully states as follows:

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I. JURISDICTION AND VENUE 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 1334.

This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue is proper under 28 U.S.C. 1408 and 1409. II. BACKGROUND 1. On July 19, 2010 (the "Petition Date"), Debtors filed voluntary petitions

for relief under Chapter 11 of the Bankruptcy Code. 2. Debtors continue to operate their businesses and manage their properties

as debtors-in-possession, pursuant to Sections 1107 and 1108 of the Bankruptcy Code. 3. On August 4, 2010, Marriott filed its Motion for Limited Modification of

the Automatic Stay to Complete De-Identification of a Single Hotel in Accordance with the Prepetition Termination of the Franchise Agreement which is Effective on August 30, 2010 (the "De-Identification Motion") [Docket No. 131] to allow for the de-identification of the Hotel by August 30, 2010, in accordance with Marriott's prepetition termination of the Residence Inn by Marriott Relicensing Franchise Agreement (the "Franchise Agreement") dated June 29, 2007, between Marriott, as franchisor, and debtor Grand Prix Floating Lessee LLC ("Debtor") relating to the Hotel. 4. On August 4, 2010, Marriott filed the Grover Declaration in support of the

De-Identification Motion. The Grover Declaration references the Exhibits, which contain sensitive information pertaining to Marriott's business, including information regarding its confidential franchise relationships and quality assurance standards. 5. This Motion incorporates by reference the facts and arguments set forth in

the De-Identification Motion as if fully set forth herein.


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III. RELIEF REQUESTED 1. Marriot respectfully requests entry of an order, pursuant to section 107(b)

of the Bankruptcy Code and Bankruptcy Rule 9018, authorizing Marriot to file the Exhibits under seal. The Exhibits contain sensitive information pertaining to Marriott's business, including, without limitation, its confidential franchise relationship with Debtor. Public dissemination of this information is likely to affect Marriott by revealing Marriott's internal processes and standards used to negotiate, enter into and maintain its franchise business. IV. BASIS FOR RELIEF 1. Pursuant to section 107(b) of the Bankruptcy Code, the Court may

authorize the Movants to file the Exhibits under seal. Section 107(b) provides: On request of a party in interest, the bankruptcy court shall, and on the bankruptcy court's own motion, the bankruptcy court may (1) protect an entity with respect to a trade secret or confidential research, development, or commercial information; or (2) protect a person with respect to scandalous or defamatory matter contained in a paper filed under this title. 11 U.S.C. 107(b). 2. Under Bankruptcy Rule 9018, a party in interest may obtain a protective

order authorizing the filing of a document under seal. Bankruptcy Rule 9018 says, in relevant part: On motion or on its own initiative, with or without notice, the court may make any order which justice requires (1) to protect the estate or any entity in respect of a trade secret or other confidential research, development, or commercial information . . . Fed. R. Bankr. P. 9018.

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3.

Once the Court determines that a party in interest is seeking protection of

information that falls within one of the categories enumerated in section 107(b) of the Bankruptcy Code, "the court is required to protect a requesting interested party and has no discretion to deny the application." Video Software Dealers Ass'n v. Orion Pictures Corp. (In re Orion Pictures Corp.), 21 F.3d 24, 27 (2d Cir. 1994). 4. Relief should be granted if the information sought to be protected is

"commercial information." In re Global Crossing, 295 B.R. 720, 725 (Bankr. S.D.N.Y. 2003) (stating that the purpose of Bankruptcy Rule 9018 is to "protect business entities from disclosure of information that could reasonably be expected to cause the entity commercial injury."). 5. Commercial information need not rise to the level of a trade secret to be

protected under section 107(b) of the Bankruptcy Code. In re Orion Pictures Corp., 21 F.3d at 28 (stating that section 107(b)(1) creates an exception to the general rule that court records are open to examination by the public and that under this exception, an interested party has to show only that the information it wishes to seal is "confidential commercial" in nature). 6. Rather, "commercial information" refers to information that would enable

competitors of the debtor to gain an unfair advantage against it. Id. 7. As stated above, the Exhibits contain confidential and sensitive

competitive information regarding Marriott's internal business processes, pricing, quality assurance program and standards used in its franchise business, the public dissemination of which would be detrimental and prejudicial to Marriott, including by allowing competitors to be able to gain an unfair advantage over Marriott.

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V. CONCLUSION WHEREFORE, Marriott respectfully requests that this Court enter an order, substantially in the form attached hereto as Exhibit A, (a) authorizing Marriott to file the Exhibits under seal; and (b) granting such other and further relief as the Court deems appropriate. Dated: August 5, 2010 New York, New York Respectfully submitted, SHEPPARD, MULLIN, RICHTER & HAMPTON LLP By: /s/ Carren B. Shulman Carren B. Shulman Alan M. Feld 30 Rockefeller Plaza, 24th Floor New York, New York 10112 Telephone: 212-653-8700 Facsimile: 212-653-8701 Attorneys for Marriott International, Inc

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Exhibit A

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., Jointly Administered Debtors. Chapter 11 Case No. 10-13800-scc

ORDER GRANTING MARRIOTT INTERNATIONAL, INC.'S MOTION FOR ENTRY OF AN ORDER AUTHORIZING TO FILE UNDER SEAL EXHIBITS TO THE DECLARATION OF KARL GROVER IN SUPPORT OF MARRIOTT INTERNATIONAL, INC.'S MOTION FOR LIMITED MODIFICATION OF THE AUTOMATIC STAY TO COMPLETE DE-IDENTIFICATION OF A SINGLE HOTEL IN ACCORDANCE WITH THE PREPETITION TERMINATION OF THE FRANCHISE AGREEMENT WHICH IS EFFECTIVE ON AUGUST 30, 2010 Upon consideration of Marriott International, Inc.'s motion (the "Motion")1 for entry of an order authorizing it to file under seal exhibits (the "Exhibits") to the Declaration of Karl Grover in Support of Marriott International, Inc.'s Motion for Limited Modification of the Automatic Stay to Complete De-Identification of a Single Hotel in Accordance with the Prepetition Termination of the Franchise Agreement which is Effective on August 30, 2010 (the "Grover Declaration"); and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Debtors having provided appropriate notice of the Motion and the opportunity for a hearing on the Motion under the circumstances; 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

Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Motion.

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all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1.1.1 1.1.2 1.1.3 The Motion is GRANTED; Marriott is authorized to file the Exhibits under seal; The Court retains jurisdiction to enforce this Order and the confidentiality

of the Exhibits and the sensitive information contained therein, including the authority to impose sanctions on any person or entity that violates this Order.

New York, New York August __, 2010

____________________________________ United States Bankruptcy Judge

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