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Full title: Motion for Leave // Motion of Potter Anderson & Corroon LLP for Leave to Withdraw as Counsel to Urban Commons, LLC, its Affiliated Entities, Constellation Hospitality Group, LLC, Howard Wu and Taylor Woods Filed by Constellation Hospitality Group, LLC, Urban Commons, LLC, Taylor Woods, Howard Wu. Hearing scheduled for 8/12/2021 at 11:00 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #6, Wilmington, Delaware. Objections due by 7/16/2021. (Attachments: # 1 Notice # 2 Exhibit A # 3 Certificate of Service) (Stulman, Aaron) (Entered: 07/02/2021)

Document posted on Jul 1, 2021 in the bankruptcy, 10 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

AS COUNSEL TO URBAN COMMONS, LLC, ITS AFFILIATED ENTITIES, CONSTELLATION HOSPITALITY GROUP, LLC, HOWARD WU AND TAYLOR WOODS Potter Anderson & Corroon LLP (“Potter Anderson”), counsel to EHT HIDH, LLC, EHT ESAN, LLC, EHT RDH, LLC, EHT HISM, LLC, EHT HIOR, LLC, EHT SPH, LLC, EHT ESPD, LLC, EHT HIA, LLC, EHT FPSJ, LLC, EHT WSAC, LLC, EHT CPDCT, LLC, EHT QMLB, LLC, EHT HAN, LLC, EHT DHSLC, LLC, EHT SDTC, LLC, EHT CPDGA, LLC, EHT HHG, LLC, EHT RWH, LLC, EHT Asset Management, LLC, Urban Commons, LLC, Constellation Hospitality Group, LLC (“CHG”), Howard Wu, and Taylor Woods (collectively, the “Urban Commons Parties”) in the bankruptcy cases (the “Chapter 11 Cases”) of the above-captioned debtors and debtors in possession (the “Debtors”) and in twenty-five (25) related adversary 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte.UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796).Soon after the engagement began, the scope of the representation grew exponentially due to the filing of Debtors’ Motion, Pursuant to Federal Rule of Bankruptcy Procedure 2004, For Order Authorizing Examination of Taylor Woods, Howard Wu, Urban Commons, LLC, and Current or Former Affiliated Persons and Entities [Docket No. 122] and certain of the Adversary Proceedings [Docket Nos.Granting Debtors’ Motion, Pursuant to Federal Rule of Bankruptcy Procedure 2004, for Order Authorizing Examination of Taylor Woods, Howard Wu, Urban Commons, LLC, and Current or Former Affiliated Persons and Entities [Docket No. 376] (the “2004 Order”), the Debtors filed an additional Adversary Proceeding in connection with certain of the Urban Commons Parties’ application for a PPP loan and related emergency preliminary injunction motion.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 EHT US1, Inc., et al.,1 Case No. 21-10036 (CSS) Debtors. (Jointly Administered) Hearing Date: August 12, 2021 at 11:00 a.m. (ET) Objection Deadline: July 16, 2021 at 4:00 p.m. (ET) MOTION OF POTTER ANDERSON & CORROON LLP FOR LEAVE TO WITHDRAW AS COUNSEL TO URBAN COMMONS, LLC, ITS AFFILIATED ENTITIES, CONSTELLATION HOSPITALITY GROUP, LLC, HOWARD WU AND TAYLOR WOODS Potter Anderson & Corroon LLP (“Potter Anderson”), counsel to EHT HIDH, LLC, EHT ESAN, LLC, EHT RDH, LLC, EHT HISM, LLC, EHT HIOR, LLC, EHT SPH, LLC, EHT ESPD, LLC, EHT HIA, LLC, EHT FPSJ, LLC, EHT WSAC, LLC, EHT CPDCT, LLC, EHT QMLB, LLC, EHT HAN, LLC, EHT DHSLC, LLC, EHT SDTC, LLC, EHT CPDGA, LLC, EHT HHG, LLC, EHT RWH, LLC, EHT Asset Management, LLC, Urban Commons, LLC, Constellation Hospitality Group, LLC (“CHG”), Howard Wu, and Taylor Woods (collectively, the “Urban Commons Parties”) in the bankruptcy cases (the “Chapter 11 Cases”) of the above-captioned debtors and debtors in possession (the “Debtors”) and in twenty-five (25) related adversary 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte. Ltd. (7669); Eagle Hospitality Trust S2 Pte. Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6450); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications).

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proceedings (the “Adversary Proceedings” and, with the Chapter 11 Cases, the “Proceedings”), hereby moves this Court to withdraw as counsel (the “Motion”) pursuant to Rule 9010-2(b) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”). In support of the Motion, Potter Anderson respectfully states as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction pursuant to 28 U.S.C. §§ 157 and 1334(b). This is a core proceeding as that term is defined in 28 U.S.C. § 157(b)(2) and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated February 29, 2012. Venue is proper under 28 U.S.C. §§ 1408 and 1409. The predicates for the relief requested herein are Bankruptcy Code section 105(a), Local Rule 9010-2(b), and Rule 1.16 of the Delaware Lawyers’ Rules of Professional Conduct. 2. As required by Local Rule 9013-1(f), Potter Anderson confirms its consent to the entry of a final order by the Court solely in connection with this Motion to the extent it is later determined that the Court, absent consent of the relevant parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. BACKGROUND 3. On January 18, 2021 and January 27, 2021 (the “Petition Dates”), each of the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Court”). 4. Following the Petition Dates, Potter Anderson was retained as counsel by the Urban Commons Parties in connection with the Chapter 11 Cases. Such retention is memorialized in two engagement letters executed, respectively, on January 27, 2021 (the “Engagement Letter”), and

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February 2, 2021 (the “Supplemental Engagement Letter” and, with the Engagement Letter, the “Engagement Letters”). 5. The Engagement Letter provided the initial terms of Potter Anderson’s representation of the Urban Commons Parties, explaining that, in exchange for bankruptcy-related services Potter Anderson would provide, the Urban Commons Parties agreed to pay for such services, based on the amount of time spent by Potter Anderson’s attorneys, paralegals, and other paraprofessionals and at the hourly rates provided. See Engagement Letter § III. The Urban Commons Parties further agreed to pay all of Potter Anderson’s costs and expenses related to the representation, which such expenses would appear itemized on Potter Anderson’s monthly invoices. Id. The Engagement Letter also required the Urban Commons Parties to provide Potter Anderson with an evergreen retainer in the amount of $50,000. Id. Moreover, the Engagement Letter provided that Potter Anderson would periodically draw down on the retainer as it invoiced for its services and incurred expenses. Id. The Urban Commons Parties further agreed to replenish the retainer to $50,000 within three (3) business days’ upon receipt of an invoice from Potter Anderson. Id. 6. Soon after the engagement began, the scope of the representation grew exponentially due to the filing of Debtors’ Motion, Pursuant to Federal Rule of Bankruptcy Procedure 2004, For Order Authorizing Examination of Taylor Woods, Howard Wu, Urban Commons, LLC, and Current or Former Affiliated Persons and Entities [Docket No. 122] and certain of the Adversary Proceedings [Docket Nos. 123-128], and necessitating the need for Potter Anderson, at the request of the Urban Commons Parties, to serve as both bankruptcy counsel and litigation counsel. As such, Potter Anderson and the Urban Commons Parties executed the Supplemental Engagement Letter.

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7. The Supplemental Engagement Letter provided the same payment obligations as the Engagement Letter, but required, given the expansive nature of the representation, that the Urban Commons Parties provide an evergreen retainer consisting of the $50,000 already paid in connection with the Engagement Letter, together with an additional $200,000 for a total evergreen retainer of $250,000. See Supplemental Engagement Letter § III. Like the Engagement Letter, the Supplemental Engagement Letter provided that Potter Anderson would periodically draw down on the retainer as it invoiced for its services and incurred expenses. Id. The Urban Commons Parties further agreed to replenish the retainer to $250,000 within three (3) business days’ upon receipt of an invoice from Potter Anderson. Id. 8. Moreover, the Engagement Letters made clear that it is the Urban Commons Parties’ responsibility to cooperate with Potter Anderson, keep Potter Anderson apprised of the facts pertinent to the representation, timely review and comment on documents Potter Anderson prepares in the course of the engagement, and timely make payments required by the agreements. Id. Indeed, the Engagement Letters permit Potter Anderson to withdraw at any time for good cause without the consent of the Urban Commons Parties. The Engagement Letters further explain that “good cause” includes the Urban Commons Parties’ breach of the Engagement Letters, including their failure to pay any statement when due, refusal or failure to cooperate with Potter Anderson, or any fact or circumstance that would render our continuing representation unlawful or unethical. Id. § VIII. 9. In addition to representation in the Chapter 11 Cases, Potter Anderson has performed legal services for the Urban Commons Parties in connection with twenty-five (25) Adversary Proceedings. The Debtors initially commenced six (6) of the Adversary Proceedings by filing six adversary complaints against certain of the Urban Commons Parties. See Adv. Case

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No. 21-50073 (CSS); Adv. Case No. 21-50074 (CSS); Adv. Case No. 21-50075 (CSS); Adv. Case No. 21-50076 (CSS); Adv. Case No. 21-50077 (CSS); Adv. Case No. 21-50078 (CSS). Subsequently, on behalf of certain of the Urban Commons Parties, Potter Anderson filed fifteen (15) of the Adversary Proceedings with this Court. See Adv. Case. No. 21-50082 (CSS); Adv. Case. No. 21-50083 (CSS); Adv. Case No. 21-50084 (CSS); Adv. Case No. 21-50085 (CSS); Adv. Case No. 21-50086 (CSS); Adv. Case No. 21-50087 (CSS); Adv. Case No. 21-50088 (CSS); Adv. Case No. 21-50089 (CSS); Adv. Case No. 21-50090 (CSS); Adv. Case No. 21-50091 (CSS); Adv. Case No. 21-50092 (CSS); Adv. Case No. 21-50093 (CSS); Adv. Case No. 21-50094 (CSS); Adv. Case No. 21-50095 (CSS); Adv. Case No. 21-50096 (CSS). Potter Anderson also filed, on behalf of certain of the Urban Commons Parties, three (3) of the Adversary Proceedings in the Superior Court for the District of Delaware. These cases were removed to the United States District Court for the District of Delaware and subsequently referred to this Court. See Adv. Case No. 21-50307 (CSS); Adv. Case No. 21-50308 (CSS); Adv. Case No. 21-50310 (CSS). These Adversary Proceedings were all stayed by agreement of the parties to allow the Debtors and the Urban Commons Parties to focus on the sale process. 10. Following the production of documents by certain of the Urban Commons Parties pursuant to the Order Granting Debtors’ Motion, Pursuant to Federal Rule of Bankruptcy Procedure 2004, for Order Authorizing Examination of Taylor Woods, Howard Wu, Urban Commons, LLC, and Current or Former Affiliated Persons and Entities [Docket No. 376] (the “2004 Order”), the Debtors filed an additional Adversary Proceeding in connection with certain of the Urban Commons Parties’ application for a PPP loan and related emergency preliminary injunction motion. See Adv. Case No. 21-50476 (CSS).

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11. In addition to the representation of certain of the Urban Commons Parties in the Adversary Proceedings, Potter Anderson devoted significant resources toward representing the Urban Commons Parties in connection with the Chapter 11 Cases. As noted above, certain of the Urban Commons Parties were required to comply with requests for the production of documents in connection with the 2004 Order. To that end, Potter Anderson reviewed over 35,000 documents and produced over 12,500 responsive documents. 12. Moreover, Potter Anderson assisted the Urban Commons Parties with respect to the Debtors’ sale process, including preparing three bidding procedures and sale objections [Docket Nos. 388, 744, 790] and appearing at several hearings on behalf of certain of the Urban Commons Parties. Potter Anderson also assisted CHG with its bids for the Debtors’ assets. To that end, Potter Anderson prepared the Emergency Motion of Constellation Hospitality Group, LLC (I) to Extend Certain of the Sale Deadlines, and (II) Granting Related Relief [Docket No. 722] and represented certain of the Urban Commons Parties at the sale hearing. 13. Additionally, on or about April 29, 2021, creditors of Urban Commons filed an involuntary proceeding against Urban Commons. See Case No. 21-13523(ER) (Bankr. C.D. Cal.). On June 24, 2021, the Bankruptcy Court for the Central District of California entered an order for relief commencing the involuntary proceeding of Urban Commons. See Case No. 21-13523(ER), Docket No. 27.2 14. In connection with the numerous matters listed above, Potter Anderson has performed a litany of bankruptcy and litigation services on behalf of the Urban Commons Parties. Conversely, however, the Urban Commons Parties have consistently failed to meet their obligations under the Engagement Letters. While the Urban Commons Parties funded the initial 2 On June 25, 2021, Urban Commons, LLC has filed a motion to set aside the order for relief [Docket No. 29].

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evergreen retainer, the Urban Commons Parties have failed to replenish the retainer despite numerous requests over the past few months. Relatedly, despite repeated requests for payment, the Urban Commons Parties are delinquent on payment to Potter Anderson in the amount of not less than $258,633.47 as of June 30, 2021, exclusive of the required evergreen retainer in the amount of $250,000. Therefore, the total aggregated unfunded obligations of the Urban Commons Parties under the Engagement Letters total not less than $508,633.47 as of that date, of which amounts have continued to accrue. 15. Potter Anderson has accommodated the Urban Commons Parties over the course of its representation with respect to their obligations under the Engagement Letters, but at no time waived any of the requirements and obligations of the Urban Commons Parties under the Engagement Letters. At this time, despite repeated requests, Potter Anderson does not believe that the Urban Commons Parties’ failure to fund will be cured. Potter Anderson has contacted several Delaware attorneys to discuss a substitution of counsel for the Urban Commons Parties, but no such substitute has been found to date. RELIEF REQUESTED 16. Potter Anderson seeks leave to withdraw as counsel to the Urban Commons Parties in the Proceedings. BASIS FOR RELIEF 17. Under Local Rule 9010-2(b), an attorney’s appearance may not be withdrawn except by leave of the Court, unless another attorney who is a member of the bar of the United States District Court for the District of Delaware will remain as attorney of record for the withdrawing attorney’s client or the client consents and there is no controversy pending before the Court. At the time of filing this Motion, Potter Anderson has not located a replacement attorney

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for the Urban Commons Parties. Additionally, multiple controversies remain outstanding. Thus, Potter Anderson requires leave of Court to withdraw. 18. Nonetheless, sufficient cause exists for this Court to grant leave for Potter Anderson to withdraw as counsel to the Urban Commons Parties. Under Rule 1.16(b) of the Delaware Lawyers’ Rules of Professional Conduct, a lawyer may withdraw from representing a client if: (1) withdrawal can be accomplished without material adverse effect on the interests of the client; (2) the client persists in a course of action involving the lawyer’s services that the lawyer reasonably believes is criminal or fraudulent; (3) the client has used the lawyer’s service to perpetrate a crime or fraud; (4) a client insists upon taking action that the lawyer considers repugnant or with which the lawyer has a fundamental disagreement; (5) the client fails substantially to fulfill an obligation to the lawyer regarding the lawyer’s services and has been given reasonable warning that the lawyer will withdraw unless the obligation is fulfilled; (6) the representation will result in an unreasonable financial burden on the lawyer or has been rendered unreasonably difficult by the client; or (7) other good cause for withdrawal exists. Del. Lawyers’ Rules of Prof’l Conduct R. 1.16(b)(5). Moreover, Local Rule 9010-2(b) provides that an appearance may be withdrawn by order on a motion duly filed, served on each party and served on the party client by registered or certified mail addressed to the client’s last known address, at least fourteen (14) days before the motion is heard by the Court. The Local Rule further provides that the filer is not required to confer other than with its party client prior to filing the motion to withdraw. 19. The Urban Commons Parties have repeatedly failed to meet obligations under the Engagement Letters—routinely failing to pay invoices timely as required by the Engagement Letters, and failing to replenish the evergreen retainer since the outset of the representation. See

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Engagement Letters § III. The Urban Commons Parties have neglected their obligations under the Engagement Letters despite reasonable warning that Potter Anderson would be forced to withdraw from representation if uncured. Indeed, Potter Anderson warned the Urban Commons Parties, on countless occasions, of its intent to withdraw if payment of invoices were not timely made and the evergreen retainer replenished, as required by the Engagement Letters. Potter Anderson further forwarded a draft of this Motion to the Urban Commons Parties in advance of its filing and sought to find replacement counsel for the Urban Commons Parties prior to filing this Motion. Such warnings notwithstanding, the Urban Commons Parties have failed to fund total outstanding obligations of not less than $508,633.47 as of June 30, 2021, in violation of the terms of the Engagement Letters. These amounts have since continued to accrue. 20. Additionally, at least with respect to Urban Commons, Potter Anderson does not believe it has authority to represent it given the order entered in the Urban Commons involuntary proceeding. Finally, there are no pending bids for any of the Debtors’ assets from CHG as those have all been rejected, and therefore, there are no pending controversaries with respect to CHG that Potter Anderson is aware. 21. These facts demonstrate “good cause” under the Engagement Letters for Potter Anderson to withdraw as counsel and also satisfy the criteria for withdrawal as counsel under Delaware’s rules of professional conduct. NOTICE 22. Notice of this Motion will be provided to: (i) the Urban Commons Parties; (ii) the Office of the United States Trustee for the District of Delaware; (iii) the Debtors; (iv) the Official Committee of Unsecured Creditors; and (v) any party in interest that has requested to receive notice

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in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, Potter Anderson submits that no further notice is required. NO PRIOR REQUEST 23. No prior request for the relief sought in this Motion has been made to this Court or any other court. WHEREFORE, the undersigned respectfully request that the Court (i) enter an order, substantially in the form attached hereto as Exhibit A, granting Potter Anderson leave to withdraw as counsel to the Urban Commons Parties in the Proceedings, and (ii) grant such other and further relief as the Court deems just and proper. Dated: July 2, 2021 Respectfully submitted, Wilmington, Delaware /s/ Aaron H. Stulman Christopher M. Samis (No. 4909) Aaron H. Stulman (No. 5807) POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, Delaware 19801 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 Email: csamis@potteranderson.com astulman@potteranderson.com Counsel to Urban Commons, LLC and its Affiliated Entities, Constellation Hospitality Group, LLC, Howard Wu, and Taylor Woods

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