Carren B. Shulman, Esq. Alan M. Feld, Esq.

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza, 24th Floor New York, NY 10112 Telephone: 212-653-8700 Facsimile: 212-653-8701 Attorneys for Marriott International, Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., Debtors. Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

MARRIOTT INTERNATIONAL, INC.'S MOTION FOR ENTRY OF AN ORDER AUTHORIZING IT TO FILE UNDER SEAL EXHIBITS TO MARRIOTT INTERNATIONAL, INC.'S LIMITED OBJECTION TO AND RESERVATION OF RIGHTS REGARDING DEBTORS' MOTION FOR AN ORDER (A) AUTHORIZING THE DEBTORS TO ASSUME THE PLAN SUPPORT AGREEMENT AND (B) GRANTING RELATED RELIEF Marriott International, Inc. ("Marriott") files this motion (the "Motion") for entry of an order authorizing it to file under seal Exhibit A and Exhibit B (together, the "Sealed Exhibits") to Marriott International, Inc.'s Limited Objection to and Reservation of Rights in Response to the Motion for an Order (A) Authorizing the Debtors to Assume the Plan Support Agreement and (B) Granting Related Relief (the "Limited Objection"). In support of the Motion, Marriott respectfully states as follows: 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. -1-

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BACKGROUND 3. On July 19, 2010 (the "Petition Date"), Innkeepers USA Trust and its affiliated

debtors and debtors in possession (the "Debtors") filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. 4. Debtors continue to operate their businesses and manage their properties as

debtors-in-possession, pursuant to Sections 1107 and 1108 of the Bankruptcy Code. 5. Exhibits. 6. Of the Sealed Exhibits, Exhibit A is a Franchise Agreement for the operation of a Concurrent with the Motion, Marriott filed its Limited Objection and the Sealed

hotel under brands owned by Marriott and Exhibit B is a letter clarifying certain issues under the Franchise Agreement. 7. The Sealed Exhibits contain sensitive information pertaining to Marriott's

business, including information regarding its confidential franchise relationships and quality assurance standards. 8. This Motion incorporates by reference the facts and arguments set forth in the

Limited Objection as if fully set forth herein. RELIEF REQUESTED 9. Marriott respectfully requests entry of an order, pursuant to section 107(b) of title

11 of the United States Code (the "Bankruptcy Code") and Rule 9018 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), authorizing Marriot to file the Sealed Exhibits under seal. 10. Section 107(b) of the Bankruptcy Code provides:

On request of a party in interest, the bankruptcy court shall, and on the bankruptcy court's own motion, the bankruptcy court may

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(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). 11. 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. 12. 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). 13. 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."). 14. 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). Rather, "commercial

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information" refers to information that would enable competitors of the debtor to gain an unfair advantage against it. Id. 15. The Sealed Exhibits contain confidential and sensitive competitive information

regarding Marriott's internal business processes, pricing, quality assurance program and standards used in its franchise business, and are Confidential Material as defined in the Stipulated Protective Order [Docket No. 203]. Public dissemination of this information would be detrimental and prejudicial to Marriott, including by allowing competitors to be able to gain an unfair advantage over Marriott. CONCLUSION WHEREFORE, Marriott respectfully requests that this Court enter an order, substantially in the form attached hereto as Exhibit A, (i) authorizing Marriott to file the Sealed Exhibits under seal; and (ii) granting such other and further relief as the Court deems appropriate. Dated: August 20, 2010 New York, New York

Respectfully submitted, SHEPPARD MULLIN RICHTER & HAMPTON LLP /s/ Carren B. Shulman Carren B. Shulman, Esq. Alan M. Feld, Esq. 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., Debtors. Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

ORDER GRANTING MARRIOTT INTERNATIONAL, INC.'S MOTION FOR ENTRY OF AN ORDER AUTHORIZING IT TO FILE UNDER SEAL EXHIBITS TO MARRIOTT INTERNATIONAL, INC.'S LIMITED OBJECTION TO AND RESERVATION OF RIGHTS REGARDING DEBTORS' MOTION FOR AN ORDER (A) AUTHORIZING THE DEBTORS TO ASSUME THE PLAN SUPPORT AGREEMENT AND (B) GRANTING RELATED RELIEF Upon consideration of the motion (the "Motion") of Marriott International, Inc. for entry of an order authorizing it to file under seal Exhibits A and B (the "Sealed Exhibits") to Marriott International, Inc.'s Limited Objection to and Reservation of Rights in Response to the Motion for an Order (A) Authorizing the Debtors to Assume the Plan Support Agreement and (B) Granting Related Relief (the "Limited Objection") and it appearing that pursuant to Fed. R. Bankr. P. 9018, no notice of the relief requested in the Motion need be provided; 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 therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED; Pursuant to 11 U.S.C. 107(b) and Fed. R. Bankr. P. 9018, Marriott is authorized

to file the Sealed Exhibits under seal; 3. The Sealed Exhibits (and any information derived from the Sealed Exhibits) shall

remain confidential, be filed under seal, and shall be served on and made available only to (a) the Debtors, (b) the United States Trustee for the Southern District of New York, (c) counsel to the
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official committee of unsecured creditors, and (c) such other parties as ordered by this Court or as agreed to in writing by Marriott. 4. Except as otherwise agreed to by Marriott, any pleadings filed by a third party in

these cases that reference or disclose any of the information contained in the Sealed Exhibits shall be filed under seal and served only on those parties authorized to receive the Sealed Exhibits as provided for in paragraph 3 of this Order. 5. The requirement pursuant to Rule 9013-1(b) of the Local Bankruptcy Rules for

the Southern District of New York that the Debtors file a memorandum of law in support of the Application is hereby waived. 6. The Court retains jurisdiction to enforce this Order and the confidentiality of the

Sealed Exhibits and the sensitive information contained therein, including the authority to impose sanctions on any person or entity that violates this Order. Dated: _________________, 2010 New York, New York ____________________________________ United States Bankruptcy Judge

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