Hearing Date and Time: November 10, 2010 at 10:00 a.m.

prevailing Eastern Time Objection Deadline: November 5, 2010 at 4:00 p.m. prevailing Eastern Time

James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF DEBTORS MOTION FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF AND OMNIBUS OBJECTION TO MOTIONS TO TERMINATE EXCLUSIVITY1

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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PLEASE TAKE NOTICE that a hearing (the Hearing)2 for the relief requested in the above-referenced motion and omnibus objection (the Motion) will be held before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on November 10, 2010 at 10:00 a.m. prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any objections to the Motion: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served to as to be actually received no later than November 5, 2010 at 4:00 p.m. prevailing Eastern Time by: (a) the entities on the Master Service List (as such term is defined in the Case Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent and (b) counsel to the Lenders Seeking to Terminate Exclusivity. Only those objections that are timely filed, served, and received will be considered.

All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

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New York, New York Dated: October 27, 2010

/s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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Hearing Date and Time: November 10, 2010 at 10:00 a.m. prevailing Eastern Time Objection Deadline: November 5, 2010 at 4:00 p.m. prevailing Eastern Time

James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

DEBTORS MOTION FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF AND OMNIBUS OBJECTION TO MOTIONS TO TERMINATE EXCLUSIVITY1

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this motion and omnibus objection (this Motion) for the entry of an order, substantially in the form attached hereto as Exhibit A, (a) extending by 120 days the exclusive periods during which only the Debtors may file a chapter 11 plan and solicit acceptances thereof; (b) denying the Motions to Terminate Exclusivity (as defined herein); and (c) granting such other relief as is just and proper. Specifically, the Debtors seek to extend the exclusive period to file a chapter 11 plan (the Exclusive Filing Period) for each Debtor through and including March 16, 2011 and the exclusive period to solicit acceptances of a chapter 11 plan of each Debtor through and including May 15, 2011 (the Exclusive Solicitation Period and, together with the Exclusive Filing Period, the Exclusive Periods).2 In support of this Motion, the Debtors respectfully state as follows:3 Preliminary Statement After discussions with their stakeholders, and much consideration, the Debtors now have in place a process that they believe will lead to a successful plan of reorganization. The Debtors and their advisors currently are seeking proposals that will serve as the foundation for such a plan. With the Debtors initial 120-day exclusive period to file a chapter 11 plan set to expire on November 16, 2010, the Debtors seek an extension of the Exclusive Periods to ensure that additional time is available to provide the plan process with an opportunity to succeed.

Pursuant to section 1121(c)(3) of the Bankruptcy Code, the Exclusive Filing Period and the Exclusive Solicitation Period were original set to expire on November 16, 2009 and January 15, 2011, respectively. Information regarding certain of the Debtors restructuring actions and further facts and circumstances supporting this Motion are set forth in the Declaration of William Q. Derrough in Support of the Debtors Motion for Entry of an Order Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof and Omnibus Objection to Motions to Terminate the Debtors Exclusive Periods (the Derrough Declaration), filed contemporaneously herewith.

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Following the denial of the plan support agreement (the PSA), the Debtors took concrete steps to promote their plan of reorganization process, including, among others, the following: The Board of Trustees of Innkeepers USA Trust (the Board) established a committee consisting of its independent trustees (the Independent Committee) to facilitate the Debtors plan process.4 Pursuant to resolutions adopted by the Board, the Independent Committee will explore and preliminarily vet all plan-related proposals. The Debtors met with their key stakeholders and othersincluding their secured lenders, the official committee of unsecured creditors (the Creditors Committee), the ad hoc committee of preferred shareholders, and Five Mile Capital Partners LLC (Five Mile)to develop a path forward that maximizes the value of the entire enterprise and takes into account the diverse views of their many stakeholders. Derrough Declaration at 5. The Debtors provided all of these parties access to their online data room and are actively facilitating due diligence. Id. at 8.

On September 21, 2010 and October 19, 2010, the Board held comprehensive meetings to consider the views of the stakeholders and the appropriate path forward. Id. at 11. At the meetings, Moelis & Company (Moelis), the Debtors financial advisor, discussed a broad range of options for the Board to consider from a potential recapitalization of the Debtors reorganized enterprise to transactions involving the sale of hotels on a property-by-property basis. Id. The Board considered each approach. Following these deliberations, the Board directed Moelis and the Debtors to pursue a process focused on soliciting interest from parties to become a plan sponsor for an enterprise-based reorganization. Id. Moelis has identified a list of parties that are being

considered as potential stalking horses as a plan sponsor, including Five Mile. Id. at 12. The

The Debtors have filed a motion to compensate Fried, Frank, Harris, Shriver & Jacobson LLP on behalf of the Independent Committee [Docket No. 587].

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Debtors believe that this process will provide the greatest benefits to the Debtors estates but will, of course, consider other plan structures that maximize value. Id. at 11. To date, the Debtors stakeholders have not expressed uniform agreement regarding the appropriate path forwardand, indeed, certain parties have raised difficult issues with respect to the process. The Debtors intend to work through these issues with their stakeholders and move forward with the plan process in a deliberate manner, while remaining mindful of the burdens associated with their chapter 11 process. Now that the plan process is the primary focus of the Debtors restructuring, extending the Exclusive Periods will allow the Debtors to pursue this plan process without the disarray and expense of competing plans. For these reasons, and the reasons discussed below, the Court should grant the Debtors an extension of their Exclusive Periods and deny the Motions to Terminate Exclusivity. Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory basis for the relief requested herein is section 1121(d) of title 11 of

the United States Code (the Bankruptcy Code). Background 4. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the 4
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Bankruptcy Code. No request for the appointment of a trustee has been made in the Chapter 11 Cases. On July 28, 2010, the United States Trustee for the Southern District of New York (the U.S. Trustee) appointed the Creditors Committee. 5. Additional information regarding the Debtors business, capital structure, and the

circumstances leading to the Chapter 11 Cases is contained in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33, as supplemented by Docket No. 516]. 6. Prior to the date hereof, Midland Loan Services, Inc. (Midland) and Wells

Fargo Bank, N.A. and U.S. Bank National Association (collectively, Wells Fargo) each filed motions to terminate exclusivity.5 In addition, C-III Asset Management (C-III) and

CWCapital Asset Management, LLC (CW Capital and together with Midland, Wells Fargo, and C-III, the Lenders Seeking to Terminate Exclusivity) each filed responses and joinders to the Midland Motion and the Wells Fargo Motion.6 The Debtors Plan Process 7. On the Petition Date, the Debtors filed a motion to assume the PSA, which the

Debtors had negotiated and signed prepetition. On September 2, 2010, the Court denied the
5

See Midland Loan Services, Inc.s Motion to Terminate Exclusivity [Docket No. 348] (the Midland Motion) and Motion of Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as Successor to LaSalle Bank N.A., Formerly Known as LaSalle National Bank, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 to Terminate Exclusivity and Joinder to Midland Loan Services, Inc.s Motion to Terminate Exclusivity [Docket No. 437] (the Wells Fargo Motion). See Response and Joinder of C-III Asset Management LLC with (a) Motion of Wells Fargo Bank, N.A., as Successor Trustee, to Terminate Exclusivity and (b) Midland Loan Services, Inc.s Motion to Terminate Exclusivity [Docket No. 455] (the C-III Joinder) and Response and Joinder of CWCapital Asset Management LLC with (a) Motion of Wells Fargo Bank, N.A., as Successor Trustee, to Terminate Exclusivity and (b) Midland Loan Services, Inc.s Motion to Terminate Exclusivity [Docket No. 456] (the CWCapital Joinder and, together with the Midland Motion, the Wells Fargo Motion, and the CWCapital Joinder, the Motions to Terminate Exclusivity).

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motion. See Order Regarding Debtors Motion to Assume the Plan Support Agreement [Docket No. 403]. The PSA terminated according to its terms the next day. The Court explained that [a]fter [September 1, 2010], without the burden of the restrictions imposed by the PSA, the debtors will have wide berth to fulfill their fiduciary duties to conduct a plan process which maximizes value for all of the estates and treats the various tranches of debt with greater neutrality. Hrg Tr. 428:9-13, Sept. 1, 2010.7 Since then, the Debtors have advanced a

restructuring process in which key stakeholders are actively participating. The Debtors seek a consensual restructuring and are pursuing a plan process to achieve the highest and best enterprise value for the Debtors. The Debtors do not believe that a dismantling of the enterprise, as contemplated by certain proposals that the Debtors have reviewed, including the proposal attached to the Midland Motion, is in the best interests of their estates or will achieve the highest and best enterprise value for the Debtors. See Midland Motion, Exhibit A. 8. In consultation with the Debtors Board and management, Moelis contacted and

scheduled meetings with all of the key parties in interest in the Chapter 11 Cases. Derrough Declaration at 6. On September 9, 2010, Moelis transmitted a letter to the Debtors special servicers, Lehman, the Creditors Committee, the ad hoc committee of preferred shareholders, and Five Mile, inviting them to in-person meetings with the Debtors and their advisors to discuss the process of developing a plan of reorganization and to solicit their input and ideas. Id. At the meetings, Moelis provided an outline of the Debtors enterprise-level, multi-party plan development process to each of these parties and solicited their views. Id. 9. The Debtors and their advisors have participated in additional discussions with

these parties since the initial meetings to maintain an ongoing dialogue, including an all-hands
7

Copies of transcripts and unpublished orders cited herein are available upon request of Debtors counsel.

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telephone conference on October 20, 2010, to discuss the status of the Debtors restructuring initiatives. Id. at 7. These multi-party discussions are part of the Debtors ongoing plan process that they believe is the optimal means to a successful, consensual plan of reorganization. 10. The Debtors also have established a data room in anticipation of multiple parties

performing due diligence and participating in the development of a plan. The data room includes information and documents about the Debtors business and finances. Id. at 8. The Debtors are providing (and will continue to provide) information to their key stakeholders and other parties to facilitate the plan process. At this time, the Debtors have provided 86 individuals access to the data room, including all of the Debtors special servicers, Lehman, the Creditors Committee, the ad hoc committee of preferred shareholders, and certain other interested third parties, as well as their legal and financial advisors. Id. To date, these individuals have viewed or downloaded more than 3,000 documents. Id. The Debtors continue to update their financial and business forecasts in order to assist with plan discussions, support various related valuation analyses, and use in the evaluation of plan proposals from outside parties. Id. The Debtors are willing to provide additional parties access to relevant information, as necessary and appropriate, about the Debtors business and assets so that negotiations can proceed as productively as practicable. Id. 11. The Debtors have also facilitated discussions among certain of their key

stakeholders and hotel general managers. As of the date hereof, Five Mile has completed its visits to the Debtors properties, which included more than 50 sites. Id. Despite this activity, additional time is required for interested parties to complete their diligence so that the Debtors, their stakeholders, and potential interested parties are able to negotiate with sufficient information about the terms of a consensual restructuring.

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12.

The Debtors have received significant, and sometimes inconsistent, feedback

from their key stakeholders. And, as discussed above, the Debtors have given consideration to a broad range of restructuring alternatives, including alternatives that range from an enterprise-level equity investment and recapitalization of the Debtors to a process through which the Debtors package their assets in a variety of different ways and entertain multiple, separate transactions. After due consideration, the Debtors, in consultation with Moelis, have determined in their business judgment that soliciting interest in plan sponsorship for an enterprise-based reorganization is in the best interests of their estates at this time but will consider other plan structures that maximize value. Id. at 15. 13. To accomplish this, the Debtors and their advisors recognize that they will need to

address various issues, including, among other things, an appropriate allocation of value among their stakeholders and the preparation of materials to solicit interest in plan sponsorship. Id. Accordingly, the Board directed Moelis and management to take a number of additional steps related to the plan process. They intend to, within the next month: (a) facilitate further due diligence by the Debtors key stakeholders and certain parties who may have an interest in pursuing a transaction with the Debtors, as appropriate; (b) continue to perform valuation, debt capacity, and allocation analyses to facilitate negotiations; and (c) identify and select a plan sponsor, which is all being conducted in consultation with the Debtors and their other advisors at the direction and with the input of the Board and the Independent Committee. Id. 14. Rather than just endorsing the next available plan option, the Debtors are

reviewing and considering all practicable plan structures and working to develop a reorganization that produces the highest and best value for their estates. As a consequence of the ongoing diligence process, however, interested parties will need time to refine their views. An

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extension of the Debtors Exclusive Periods would, therefore, permit the Debtors and any interested parties to continue progressing towards a workable plan structure. Therefore, it is not appropriate or beneficial to the Debtors estates to terminate exclusivity at this time and permit the filing of a plan whose terms and conditions are based on incomplete information and a truncated opportunity for negotiation. For instance, the plans contemplated by the Lenders Seeking to Terminate Exclusivity reflect a plan structure that does not provide for an enterprise-level restructuring, as it grants creditors a right to withdraw their collateral from the enterprise. Derrough Declaration at 13. The Debtors believe that using such a transaction structure as a basis for a plan of reorganization does not provide the same benefits as an enterprise-level restructuring. Id. at 13-14. Relief Requested 15. By this Motion, the Debtors request the entry of an order: (a) extending by 120

days the exclusive periods during which only the Debtors may file a chapter 11 plan and solicit acceptances thereof to March 16, 2011 and May 15, 2011, respectively; (b) denying the Motions to Terminate Exclusivity; and (c) granting such other relief as is just and proper. Basis for Relief I. Cause Exists for the Court to Extend the Debtors Exclusive Periods. 16. Section 1121(d) of the Bankruptcy Code permits a bankruptcy court to extend a

debtors exclusive period to file a chapter 11 plan and solicit acceptances thereof upon a demonstration of cause. Specifically, section 1121(d)(1) states: [O]n request of a party in interest made within the respective periods specified in subsections (b) and (c) of this section and after notice and a hearing, the court may for cause reduce or increase the 120-day period or the 180-day period referred to in this section. 11 U.S.C. 1121(d)(1).

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17.

Although the Bankruptcy Code does not define cause, the legislative history

indicates that cause is intended to be a flexible standard that balances the competing interests of a debtor and its creditors. See H.R. Rep. No. 95-595 at 231, 232 (1978), as reprinted in 1978 U.S.C.C.A.N. 5963, 6191. This flexibility is intended to give a debtor an adequate opportunity to stabilize its business operations at the outset of the case and to then negotiate a plan with its creditors. See In re Ames Dept Stores Inc., 1991 WL 259036, at *3 (S.D.N.Y. Nov. 25, 1991) (The purpose of the Bankruptcy Codes exclusivity period is to allow the debtor flexibility to negotiate with its creditors.). 18. Courts in the Southern District of New York apply a nine-factor test in deciding

whether cause exists to extend (or to terminate) a debtors exclusive periods. See, e.g., In re Adelphia Commcns Corp. (Adelphia I), 336 B.R. 610, 674 (Bankr. S.D.N.Y. 2006) (citing Dow Corning, 208 B.R. 661, 664 (Bankr. E.D. Mich. 1997)). These factors include: (1) (2) (3) (4) the existence of good faith progress toward reorganization; the fact that the debtors are paying their bills as they come due; the size and complexity of the cases; the necessity of sufficient time to permit the debtors to negotiate a plan of reorganization and prepare adequate information to allow a creditor to determine whether to accept such plan; whether the debtors have demonstrated reasonable prospects for filing a viable plan; whether the debtors have made progress in negotiations with their creditors; the amount of time that has elapsed in the cases; whether the debtors are seeking an extension of exclusivity to pressure creditors to submit to the debtors reorganization demands; and whether an unresolved contingency exists.

(5) (6) (7) (8) (9)

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Id. There is more than sufficient support for a finding of cause to extend the Debtors Exclusive Periods in these Chapter 11 Cases.8 A. 19. The Debtors Are Making Good Faith Progress Toward Reorganization. Since the termination of the PSA, the Debtors have designed a comprehensive

process in which key stakeholders are actively participating. The Debtors have met with all of their key stakeholders over the past several weeks, setting a reasonable pace for plan development. Parties in interest, including key stakeholders, have made meaningful progress in their diligence processes, including document review, site visits, and property management interviews. The Debtors have designated Moelis as primarily responsible for coordinating and negotiating with key stakeholders regarding all plan related financial and business inquiries, while the Debtors outside counsel, Kirkland & Ellis LLP, is primarily responsible for the coordination of all restructuring related legal inquiries. Derrough Declaration at 5. In addition to facilitating and participating in substantive discussions with the Debtors stakeholders, the Debtors and their advisors are: (a) developing new plan concepts related to the solicitation of interest for a potential plan sponsor; (b) facilitating due diligence by interested parties; and (c) advising the Board, the Independent Committee, and management on views of valuation and debt capacity. Id. at 10. These actions evidence the Debtors good-faith progress towards a consensual plan of reorganization. Given additional time to operate without the pressure and distraction of competing plans, the Debtors are optimistic that a multi-party solution is feasible.

See In re Express One Intl, Inc., 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996) (denying motion to terminate exclusivity and extending exclusivity on account of four supporting factors); In re Interco Inc., 137 B.R. 999, 1001 (Bankr. E.D. Mo. 1992) (denying motion to terminate exclusivity on the basis of four supporting factors); In re Texaco, Inc. (Texaco I), 76 B.R. 322, 327 (Bankr. S.D.N.Y. 1987) (holding that size and complexity of the chapter 11 case provided sufficient cause to extend exclusivity).

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B. 20.

The Debtors Are Paying Their Bills as They Come Due. The Debtors are paying their bills as they come due. As this Court recognized, it

is difficult to understand what the rush is. The DIPs are now approved. The hotels are generally performing well. The relationship with Marriott is on track. Hrg Tr. 420:11-14, Sept. 1, 2010. During the Chapter 11 Cases, the Debtors business has continued to perform well. The Debtors have delivered Application Reports for the periods July 19, 2010 to July 31, 2010 and August 1, 2010 to August 31, 2010, to the Debtors prepetition lenders or their agents, as well as other reports required under the Final Cash Collateral Order.9 Derrough Declaration at 19. The Application Reports show that the Debtors cash flows from operations have been sufficient to pay ordinary course expenses and that the Debtors returned approximately $20 million to their lenders during the Chapter 11 Cases. Id. Accordingly, it is clear that there is no exceptional urgency to the Chapter 11 Cases that merits termination of the Debtors exclusive right to file a plan of reorganization. C. 21. The Debtors Chapter 11 Cases Are Large and Complex. With 72 properties across 19 states and the District of Columbia operating under

16 different brands, approximately $1.4 billion in funded debt, and a capital structure with nine collateral packages, the 92 Debtor-cases, as jointly administered, constitute one of the largest bankruptcy proceedings to date in 2010 and are exceptionally complex in nature. In addition, the securitization of the Debtors prepetition financing into commercial mortgage backed securities (CMBS) and the real estate mortgage investment conduits at the center of CMBS structures create further issues that need to be addressed. The complexity of the Debtors Chapter 11 Cases

See Final Order Authorizing the Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363 [Docket No. 402].

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demands the attention of the Debtors and their advisors on operational and financial issues and complicates restructuring negotiations. D. The Debtors Have Not Had Sufficient Time to Permit Them to Negotiate a Plan of Reorganization and Prepare Adequate Information to Allow Creditors to Determine Whether to Accept Such Plan, and the Debtors Have Demonstrated Reasonable Prospects for Filing a Viable Plan. As of the date hereof, the Debtors have been in bankruptcy for only 100 days.

22.

Since the Petition Date, the Debtors have been focusing on stabilizing their business, arranging postpetition financing, negotiating the use of cash collateral, and collecting materials and information necessary to formulate and execute any plan that might ultimately be presented to the Court (including filing almost 7,000 pages of schedules and statements). In addition, since the filing of the Chapter 11 Cases, the Debtors have been addressing disputes regarding first day relief, issues related to their franchisors, the use of cash collateral, the PSA, and various other contested matters. 23. As this Court observed, a debtors exclusive period was intended by Congress to

provide for an opportunity for the debtor to negotiate with its constituents and reach a consensual plan, a successful plan. Hrg Tr. 423:2-5, Sept. 1, 2010. Since termination of the PSA, the Debtors have held numerous meetings and telephone conferences with their key stakeholders. Discussions with the Debtors key stakeholders have been productive to date. This, coupled with the fact that the Debtors properties are operating profitably, as described herein, supports the Debtors goal of developing a successful plan of reorganization. Derrough Declaration at 16. Progress to date represents the first step in a comprehensive plan process. Key stakeholders will need additional time to complete their due diligence, and the Debtors require time to evaluate the views of relevant parties and move towards the structuring of an appropriate plan of reorganization. 13
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E. 24.

Little Time Has Elapsed In These Chapter 11 Cases. The Debtors request for an extension of the Exclusive Periods is the Debtors The Debtors have made

first and comes just over three months after the Petition Date.

significant strides forward thus far. But, as would be expected given the scope of what must be achieved in these Chapter 11 Cases, much work remains. The Debtors anticipate that, with the requested 120-day extension of the Exclusive Periods, they will be able to continue to move forward towards a successful chapter 11 plan. F. 25. The Debtors Are Not Pressuring Creditors to Submit to Any Reorganization Demands. The Debtors plan process invites participation from all of their key stakeholders

and seeks to negotiate a plan that maximizes value, further supporting the relief requested herein. The Debtors believe that a comprehensive restructuring is feasible and is likely to maximize value. This view may put off creditors who prefer a reorganization strategy permitting creditors to opt out of the plan process or seize their prepetition collateral; however, affording the Debtors enterprise a chance to rehabilitate is consistent with the central tenets of the chapter 11 process. See River Bend-Oxford Assocs., 114 B.R. 111, 114 (Bankr. D. Md. 1990) (Section 1121 is designed to afford a debtor an exclusive period in which to propose a plan [and] . . . furthers the purpose of a rehabilitation . . . .). At this stage, the Debtors are

proceeding with a thorough restructuring process in which key stakeholders are participating. 26. The nine-factor analysis clearly weighs in favor of extending the Exclusive

Periods by at least 120 days. Courts in this jurisdiction and others have routinely granted similar relief. See, e.g., In re Extended Stay Inc., Case No. 09-13764 (Bankr. S.D.N.Y. Oct. 8, 2009) (granting initial extension of approximately four months); In re Motors Liquidation Corp., Case No. 09-50026 (Bankr. S.D.N.Y. Sept. 14, 2009) (granting initial extension of approximately four 14
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months); In re Lehman Bros. Holdings Inc., Case No. 08-13555 (Bankr. S.D.N.Y. Jan. 15, 2009) (granting an initial extension of approximately six months); In re Bally Total Fitness of Greater N.Y., Inc., Case No. 08-14818 (Bankr. S.D.N.Y. Mar. 24, 2009) (granting an initial extension of approximately four months); In re Frontier Airlines Holdings, Inc., Case No. 08-11298 (Bankr. S.D.N.Y. Aug. 5, 2008) (granting an initial extension of approximately six months); In re Quebecor World (USA) Inc., Case No. 08-10152 (Bankr. S.D.N.Y. Apr. 17, 2008) (granting an initial extension of approximately four months). II. The Lenders Seeking to Terminate Exclusivity Have Not Met and Cannot Meet Their Burden to Show Cause to Terminate Exclusivity. 27. For the reasons discussed above, the Lenders Seeking to Terminate Exclusivity

have not (and cannot) meet their burden to show cause as to why the Court should terminate the Debtors Exclusive Periods. It should be noted that the Motions to Terminate Exclusivity were filed around the time of the hearing on the Debtors assumption of the PSA and are predicated almost entirely on attacking the Debtors pursuit of the transaction contemplated therein. As the Debtors are pursuing their plan process, the Motions to Terminate Exclusivity have no basis and will only undermine the Debtors progress towards a consensual plan of reorganization. A. 28. The Lenders Seeking to Terminate Exclusivity Cannot Meet Judicial Standards for Termination of Exclusivity. A party seeking to terminate exclusivity bears a heavy burden of proof to

establish cause under section 1121(d) of the Bankruptcy Code. See In re Standard Mill Ltd. Pship, 1996 WL 521190, at *1 (Bankr. D. Minn. Sept. 12, 1996) (citing In re Geriatrics Nursing Home, Inc., 187 B.R. 128, 132 (D.N.J. 1995)); In re Interco Inc., 137 B.R. at 1000 (A party requesting an immediate termination of the exclusive period as originally authorized by statute or as it may have been extended by the Court, bears a heavy burden.) (citing In re Texaco, Inc. (Texaco II), 81 B.R. 806, 812 (Bankr. S.D.N.Y. 1988)); see also Hrg Tr. 85, In re 15
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Premier Intl, Case No. 09-12019 (Bankr. D. Del. Dec. 7, 2009) (holding that a party seeking to terminate exclusivity must meet a higher burden that a party seeking to extend exclusivity). 29. As noted above, courts evaluate whether cause exists to extend or terminate

exclusivity according to nine factors, see Adelphia I, 336 B.R. at 674, which strongly favor extending the Exclusive Periods in this case. The Motions to Terminate Exclusivity reference the nine factors, but they do not perform a meaningful analysis of the application of those factors to these Chapter 11 Cases. The Midland Motion only makes a cursory attempt to justify termination of exclusivity on the basis of an alleged lack of good faith. Although the Midland Motion provides a list of the nine factors and makes an unfounded, conclusory statement that some are satisfied, the Midland Motion generally ignores factors other than good faith. Midland Motion at 12. The Wells Fargo Motion makes even less of an effort, listing the factors and merely concluding from that list that [a]ll but one of the relevant factors . . . supports termination . . . . Wells Fargo Motion at 13. The Wells Fargo Motion then proceeds to allege a lack of good faith by the Debtors in proposing the [PSA plan], (Wells Fargo Motion at 14), even though the Debtors have not proposed any plan to date. The PSA is terminated, and the Debtors are not pursuing the plan contemplated by the term sheet attached thereto. The

arguments of the Lenders Seeking to Terminate Exclusivity for terminating exclusivity on the basis of the terms of the PSA are irrelevant. 30. The Midland Motion was filed a mere 42 days after the Petition Date, barely a

third of the way towards the minimum duration of the initial exclusivity period as prescribed by Congress. When the Court adjudicates the Motions to Terminate Exclusivity, it will still only be 114 days into these Chapter 11 Cases. Given the complexity of the Debtors corporate and capital structures, developing a confirmable plan likely will be a time-consuming endeavor.

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Other than the FX Luxury case cited by Midland, which is easily distinguishable, the Lenders Seeking to Terminate Exclusivity do not cite a case in which a debtors exclusive right to file a plan was terminated within the first 120 days. Moreover, that the Debtors negotiations to date have not yet resulted in a viable plan 42 days (or even 114 days) after the Petition Date does not mean that the Debtors have been afforded an appropriate opportunity to formulate a plan that can be confirmed successfully within a reasonable period of time. See In re Fountain Powerboat Indus., Inc., 2009 WL 4738202, at *4 (Bankr. E.D.N.C. Dec. 4, 2009) (termination of exclusivity was not appropriate where, among other reasons, the Debtors appear to have been diligent in their efforts to propose a reorganization plan after failing in their initial restructuring strategy of a 363 sale); see also Hrg Tr. 123:12-19, Sept. 30, 2010 ([T]he mere fact that the [the Debtors] have sought to assume the PSA, does not demonstrate their inability to act in the best interests of the estates . . . [and] to maximize the value of the estates for the benefit of all stakeholders . . . .). 31. Overall, the Debtors nine factors analysis above leaves little doubt that the

Chapter 11 Cases will be benefited by the Court permitting the Debtors to pursue their plan process to a reasonable conclusion through an extension of the Exclusive Periods. Such a result is consistent with Congresss preference to give debtors time to develop a plan without interference. See Texaco II, 81 B.R. at 809 (It was intended that at the outset of a Chapter 11 case a debtor should be given the unqualified opportunity to negotiate a settlement and propose a plan of reorganization without interference from creditors and other interests.). B. 32. The Desire of the Lenders Seeking to Terminate Exclusivity to File a Competing Plan Is Not a Basis for Terminating Exclusivity. The Motions to Terminate Exclusivity predicate their requests for relief on the

basis that the plan contemplated by the PSA is the Debtors goal (or that the Debtors request to 17
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assume the PSA supports termination of exclusivity). A creditors disapproval of a debtors plan and desire to replace it with one of its own, however, is insufficient to justify terminating exclusivity.10 In fact, courts routinely deny requests to terminate exclusivity where the party seeking the termination is doing so because it wishes to file its own, competing plan.11 33. The Midland Motion characterizes its request to file a plan preferred by Midland

as a means for the Court to level the playing field. Midland Motion at 5, 17, and 18. But a creditors ability to file a plan in the early stages of a chapter 11 case is inconsistent with the concept of an exclusivity period in favor of the debtor, a consideration at the heart of the Bankruptcy Code. Eagle-Picher, 176 B.R. at 148 (the concept of exclusivity contradicts the notion that parties in a Chapter 11 bankruptcy case be given an equal opportunity to seek confirmation of a plan.). 34. Exclusivity is particularly important when there is little to no agreement among

the critical parties to a restructuring, and courts should be especially wary of terminating
10

See In re Adelphia Commcns Corp. (Adelphia II), 352 B.R. 578, 587 (Bankr. S.D.N.Y. 2006) ([D]ispleasure with a plan . . . is not one of the enumerated factors [to consider regarding plan exclusivity], and is not a basis for terminating exclusivity. Nor, without more, is creditor constituency unhappiness with a debtors plan proposals, with or without a formal plan on file.) (citing Adelphia I, 336 B.R. at 676); Adelphia I, 336 B.R. at 676 ([T]he notion that creditor constituency unhappiness, without more, constitutes cause to undermine the debtors chances of winning final confirmation of its plan during the exclusivity period has been judicially rejected.) (citing In re Geriatrics Nursing Home, Inc., 187 B.R. 128, 134 (D.N.J. 1995), affd, 342 B.R. 142 (S.D.N.Y. 2006)). See, e.g., Fountain Powerboat, 2009 WL 4738202, at *5 (All parties are aware that [the largest creditor] intends to file a competing plan, either now or upon the termination of exclusivity, but in the meantime, the Debtors should at least have the opportunity to attempt to negotiate terms, to amend the Proposed Plan, if necessary, and to obtain the necessary acceptances.); Adelphia I, 336 B.R. at 677 (denying exclusivity termination where noteholders committee sought termination to have its way in plan process, with no corresponding ability to propose a plan that would work for the . . . Debtors, much less one that would give . . . creditors more value); Official Comm. of Unsecured Creditors v. Henry Mayo Newhall Meml Hosp. ( In re Mayo Newhall Meml Hosp.), 282 B.R. 444, 453 (B.A.P. 9th Cir. 2002) (affirming exclusivity extension where creditors committee want[ed] latitude to propose a [competing] plan even while finding that competing plan may spur negotiation of consensual plan); Official Equity Sec. Holders Comm. v. Eagle-Picher Indus., Inc. (In re Eagle-Picher Indus., Inc.), 176 B.R. 143, 147 (Bankr. S.D. Ohio 1994) (denying exclusivity termination sought in order [to] file an alternative plan where committee argued it had been treated unfairly in plan process).

11

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exclusivity in favor of a plan competition in circumstances where creditors filing competing plans would engender chaos rather than progress. See In re Dow Corning Corp., 208 B.R. at 669-70. Notably, this potential for chaos may be shown where different creditors may have divergent interests that could threaten to derail orderly restructuring negotiations as is the case here. See Adelphia II, 352 B.R. at 590. Judge Gerber in Adelphia II explained: Terminating exclusivity might well result in the solicitation of three or even more plans (not just one or two), with some addressing only parochial concerns. Or, given predictions creditors have made to me, several creditor constituencies might file their own wish list plans, with each being no more palatable to other constituencies than all of the proposals that Ive seen to date. A competing plans battle now might well jeopardize current fragile agreements between various stakeholders, re-ignite intercreditor disputes, and push this process back to square one. A competing plans battle would also likely drag out the solicitation process, subjecting the estate to substantial extra costs that might otherwise be avoided . . . . Id. 35. The Motions to Terminate Exclusivity illustrate exactly the kind of concern Judge

Gerber articulated. First, the approaches of the Lenders Seeking to Terminate Exclusivity open the Chapter 11 Cases to competing plans for the Debtors assets, which could result in substantial confusion. Second, under Wells Fargos proposal (and those reflected in the C-III Joinder and the CWCapital Joinder), each such creditor could file its own plan, some mutually exclusive, some not, with different terms and inconsistent timing, potentially causing upheaval among vendors, property managers, and other parties in interest, to say nothing of the potential negative effects caused by breaking up the enterprise into piecemeal liquidations without material consideration of business needs. 36. Given the number of parties involved in the Chapter 11 Cases with divergent

interests, it is entirely possible that, after terminating exclusivity, the Court could be faced in 19
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short order with an avalanche of different, incompatible plans.12 Such parties should be working together to reach a consensus rather than designing their own alleged self-maximizing schemes based on their individual interests. Terminating exclusivity merely because certain creditors prefer their own plans (setting aside that they are preferring their own plans to a plan that the Debtors are still working to formulate) is unjustified and, in these Chapter 11 Cases, unnecessary. C. 37. The Debtors Prior Attempt to Assume the PSA Does Not Constitute Cause to Terminate Exclusivity. Midland states that the Debtors are using exclusivity as a weapon to file and

prosecute [the PSA plan]. Midland Motion at 4. Wells Fargo alleges that [b]y entering into and aggressively pursuing authorization of the Plan Support Agreement, the Debtors are showing a lack of good faith. Wells Fargo Motion at 16. Nearly every argument in the Motions to Terminate Exclusivity is based on the PSA (or the plan outlined by the attached term sheet) and suggests that termination of exclusivity is necessary to remedy the perceived inadequacies of the PSA. The PSA has terminated, and the Debtors are not pursuing the plan contemplated in the term sheet attached thereto. Instead of looking backwards, this Court should focus on the Debtors present plan process in determining whether exclusivity should be terminated. See Fountain Powerboat, 2009 WL 4738202, at *4 (declining to terminate exclusivity because debtors revised plan process met the nine factors test). Because the Motions to Terminate

12

See, e.g., In re Lehigh Valley Profl Sports Club, Inc., No. 00-11296, 2000 WL 290187, at *3 (Bankr. E.D. Pa. Mar. 14, 2000) (Given bankruptcys overarching goal of consensual reorganization, it not surprising that Congress would have elected to preclude competing plans in the formative period of the Chapter 11 case.); Eagle-Picher, 176 B.R. at 147-48 (As a matter of judgment and experience, terminating exclusivity to permit the filing of competing plans would undermine the prospects for a prompt resolution of . . . [these] Chapter 11 cases.); Texaco II, 81 B.R. at 811 ([I]f [the] plan exclusivity periods were terminated, this could result in an avalanche of plans from parties in interest which would undermine the prospects for a prompt resolution of Texacos Chapter 11 cases.).

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Exclusivity do not address the Debtors ongoing attempts to reorganize or their efforts to build consensus, the Motions to Terminate Exclusivity fail to articulate any basis for the relief they request. 38. Indeed, the cases cited by the Lenders Seeking to Terminate Exclusivity are

readily distinguishable. See, e.g., In re Bosque Power Co., LLC, Case No. 10-60348 (Bankr. W.D. Tex. July 22, 2010) (seeking termination of plan exclusivity after initial 120-day period in a case with two major equity holders with battling plans); In re TCI2 Holdings, LLC, 09-13654 (Bankr. D.N.J. Aug. 27, 2009) (terminating exclusivity after a previous extension where only two competing plan proponents were attempting to restructure a relatively simple capital structure); In re Fremont Gen. Corp., Case No. 08-13421 (Bankr. C.D. Cal. July 16, 2009) (terminating exclusivity more than a year after the petition date and after three previous extensions of the exclusivity period under circumstances in which the debtor may not have been able to confirm a stand-alone plan, had been unable to present a third party plan, and had no economic stake in the reorganization); In re Haw. Telecom Commcns, Inc., Case No. 08-02005 (Bankr. D. Haw. July 1, 2009) (declining to extend exclusivity a second time where the dominant factor [was] the public interest in the telephone company that was cash flow negative and had serious issues on account of regulation); In re Pliant Corp., Case No. 09-10443 (Bankr. D. Del. June 30, 2009) (terminating exclusivity under the extreme circumstances of that case); In re Seitel, Inc., Case No. 03-12227 (Bankr. D. Del. Nov. 3, 2003) (terminating exclusivity, where the central point of contention was valuation, to establish a rigid two-stage plan process with only two competing plans); In re Global Ocean Carriers Ltd., 251 B.R. 31 (Bankr. D. Del. 2000) (requiring, almost five months after the petition date, either termination of exclusivity or shopping of equity in reorganized entity on account of violation of absolute

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priority rule in debtors second attempt to confirm a plan previously rejected by the only impaired class); In re Davis, 262 B.R. 791 (Bankr. D. Az. 2001) (declining to extend exclusivity where individual, non-business debtors filed an unconfirmable plan); In re Situation Mgmt. Sys., Inc., 252 B.R. 859 (Bankr. D. Mass. 2000) (terminating exclusivity to allow a competitive plan process after more than two years of extensions after the debtor filed a new value plan); In re Mother Hubbard, Inc., 152 B.R. 189 (Bankr. W.D. Mich. 1993) (terminating exclusivity after two previous extensions where debtors filed multiple plans, one of which was rejected after solicitation, and the president and sole shareholder sought to file and allow as timely a late filed claim); In re EUA Power Corp., 130 B.R. 118 (Bankr. D.N.H. 1991) (declining to extend exclusivity, where the debtor was operating at a loss and could not arrange sufficient financing to meet an upcoming payment). 39. The only case the Lenders Seeking to Terminate Exclusivity cite in which a court

granted termination of exclusivity during the initial 120-day exclusivity period prescribed by the Bankruptcy Code was In re FX Luxury Las Vegas I, LLC, Case No. 10-17015 (Bankr. D. Nev. 2010). FX Luxury, however, presents vastly different facts from those in these Chapter 11 Cases. In FX Luxury, the court explained that only one party, the first lien lenders, had a demonstrable interest going forward. See FX Luxury, Hrg Tr. 14, June 11, 2010. The debtor was attempting to reorganize around a single planned property development, and the court considered the restructuring relatively simple. Id. at 147. As a result, the court in FX Luxury was willing, under those particular facts, to grant the rare measure of terminating exclusivity. Id. at 154. The Debtors Chapter 11 Cases, however, are anything but simple. Instead of one property, the Debtors must reorganize 72. The Debtors estates include nine pools of collateralized assets securing approximately $1.4 billion in funded debt. Most importantly, there are a number of key

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stakeholders in the Debtors Chapter 11 Cases among which coordination is necessary to achieve a successful restructuring rather than merely one party with a legitimate economic interest. Conclusion 40. For the reasons provided herein, the Court should grant the Debtors Motion to

extend the Exclusive Periods and deny the Motions to Terminate Exclusivity. Motion Practice 41. 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 Debtors submit that this Motion satisfies Local Bankruptcy Rule 9013-1(a). Notice 42. The Debtors have provided notice of this Motion to: (a) the entities on the Master

Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent; and (b) counsel to the Lenders Seeking to Terminate Exclusivity. The Debtors respectfully submit that no further notice is necessary. No Prior Request 43. court. No prior motion for the relief requested herein has been made to this or any other

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WHEREFORE, the Debtors respectfully request that the Court grant the Debtors Motion to extend the Exclusive Periods, deny the Motions to Terminate Exclusivity, and grant such other further relief as is just and proper. New York, New York Dated: October 27, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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EXHIBIT A Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF AND OMNIBUS OBJECTION TO MOTIONS TO TERMINATE THE DEBTORS EXCLUSIVE PERIODS1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) extending by 120 days the exclusive periods during which only the Debtors may file a chapter 11 plan and solicit acceptances thereof; (b) denying the Motions to Terminate Exclusivity; and (c) granting such other relief as is just and proper; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. All capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

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been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is granted to the extent provided herein. The Exclusive Filing Period is hereby extended through and including March 16,

2011, and the Exclusive Solicitation Period is hereby extended through and including May 15, 2011. 3. This Order is without prejudice to the Debtors ability to seek further extensions

of the Exclusive Periods pursuant to section 1121(d) of the Bankruptcy Code. 4. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 5. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 7. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: ___________, 2010 United States Bankruptcy Judge

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