Case PJW Doc 412 Filed 06/12/14 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case PJW Doc 412 Filed 06/12/14 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 QCE FINANCE LLC, et al., 1 Case No (PJW Debtors. Jointly Administered Hearing Date: July 9, 2014 at 9:30 a.m. (EDT Objection Deadline: June 26, 2014 at 4:00 p.m (EDT. DEBTORS MOTION FOR AN ORDER PURSUANT TO 28 U.S.C AND FED. R. BANKR. P. 9006(b AND 9027 EXTENDING THE DEADLINE BY WHICH THE DEBTORS MAY REMOVE CIVIL ACTIONS The above-captioned debtors and debtors in possession (collectively, the Debtors hereby submit this motion (this Motion for entry of an order, pursuant to 28 U.S.C and Rules 9006(b and 9027 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, extending the deadline by which the Debtors may file notices of removal under Bankruptcy Rule 9027(a (the Removal Deadline by one hundred and twenty (120 days from June 12, 2014 through and including October 10, In support of this Motion, the Debtors respectfully represent as follows: JURISDICTION 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b. 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: QCE Finance LLC (7897; American Food Distributors LLC (8099; Quiznos Global LLC (2772; QCE LLC (2969; QFA Royalties LLC (2402; QIP Holder LLC (2353; Quiz-CAN LLC (7714; Quizno s Canada Holding LLC (3220; QAFT, Inc. (6947; Restaurant Realty LLC (8293; The Quizno s Master LLC (3148; The Quizno s Operating Company LLC (8945; National Marketing Fund Trust (4951; The Regional Advertising Program Trust (2035; and TQSC II LLC (8683. The Debtors corporate headquarters are located at, and the mailing address for each Debtor is, th Street, Suite 200, Denver, Colorado

2 Case PJW Doc 412 Filed 06/12/14 Page 2 of 8 2. Venue of these cases and this Motion in this District is proper under 28 U.S.C and BACKGROUND 3. On March 14, 2014 (the Petition Date, each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in this Court. The Debtors continue to operate their business and manage their properties as debtors in possession pursuant to Bankruptcy Code sections 1107(a and On March 17, 2014, the Court entered an order [Docket No. 40] authorizing the joint administration and procedural consolidation of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b. No request for the appointment of a trustee or examiner has been made in these chapter 11 cases. On March 26, 2014, the United States Trustee for Region 3 appointed a statutory committee of unsecured creditors in these chapter 11 cases pursuant to Bankruptcy Code section 1102 [Docket No. 86]. 4. A description of the Debtors business and the reasons for filing these chapter 11 cases is set forth in the Declaration of Stuart K. Mathis in Support of First Day Pleadings [Docket No. 17] and incorporated by reference as if fully set forth herein. 5. On May 12, 2014, the Court entered an order [Docket No. 318] confirming the Debtors Amended Joint Prepackaged Chapter 11 Plan of Reorganization [Docket No. 295] (the Plan. The Plan has not yet gone effective. 6. The Debtors are parties to various civil actions (the Civil Actions, and are in the process of assessing the relevant information to determine whether removal of such actions is warranted and in the best interests of the Debtors estates. From the Petition Date through the confirmation hearing, the Debtors were occupied with tasks related to negotiation and confirmation of the Plan. In addition, the Debtors have attended to various operational and administrative matters arising in these chapter 11 cases, and are now in the process of analyzing 2

3 Case PJW Doc 412 Filed 06/12/14 Page 3 of 8 claims filed against the Debtors. Consequently, the Debtors have yet to finish their analysis as to whether any pending Civil Actions should be removed. 7. As a result, the Debtors require an extension of the Removal Deadline to provide them with additional time to consider whether to remove any pending Civil Actions. Extending the Removal Deadline through and including October 10, 2014 will provide the Debtors with sufficient time to evaluate any pending litigation matters within the larger context of the chapter 11 cases and, the Debtors submit, will not unduly prejudice any counterparty to such Civil Actions. RELIEF REQUESTED 8. By this Motion, the Debtors seek entry of an order, pursuant to Bankruptcy Rule 9006(b, extending the Removal Deadline through and including October 10, The Debtors respectfully request that the proposed October 10, 2014 Removal Deadline apply to all matters specified in Bankruptcy Rules 9027(a(2 and (3. BASIS FOR RELIEF REQUESTED U.S.C and Bankruptcy Rule 9027 govern the removal of pending civil actions. Specifically, section 1452(a provides: A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit s police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title. 28 U.S.C. 1452(a. Bankruptcy Rule 9027(a(2 further provides, in pertinent part: 2 The current Removal Deadline pursuant to Bankruptcy Rule 9027(a(2 is June 12, Pursuant to Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the filing of this Motion prior to the current Removal Deadline serves to automatically extend the Removal Deadline until such time as the Court rules on this Motion. See Del. Bankr. L.R

4 Case PJW Doc 412 Filed 06/12/14 Page 4 of 8 Bankruptcy Rule 9027(a(2. If the claim or cause of action in a civil action is pending when a case under the [Bankruptcy] Code is commenced, a notice of removal may be filed [in the bankruptcy court] only within the longest of (A 90 days after the order for relief in the case under the Code, (B 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under 362 of the Code, or (C 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief. 10. With respect to postpetition actions, Bankruptcy Rule 9027(a(3 provides that a notice of removal may be filed: only within the shorter of (A 30 days after receipt, through service or otherwise, of a copy of the initial pleading setting forth the claim or cause of action sought to be removed, or (B 30 days after receipt of the summons if the initial pleading has been filed with the court but not served with the summons. 11. Bankruptcy Rule 9006(b provides that the court may extend unexpired time periods, such as the Debtors removal period, without notice: Bankruptcy Rule 9006(b. [W]hen an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion with or without motion or notice order the period enlarged if the request therefor is made before the expiration of the period originally prescribed or as extended by a previous order. 12. It is well-settled, in this District and others, that this Court is authorized to extend, for cause, the removal period provided under 28 U.S.C and Bankruptcy Rule See Pacor, Inc. v. Higgins, 743 F.2d 984, 996 n.17 (3d Cir. 1984, overruled on other grounds by Things Remembered, Inc. v. Petrarca, 516 U.S. 124, (1995 (holding the bankruptcy court s power to grant an extension of the removal period pursuant to Bankruptcy Rule 9006(b is clear ; see also Caperton v. A.T. Massey Coal Co., Inc., 251 B.R. 322, 325 (S.D. W.Va. 4

5 Case PJW Doc 412 Filed 06/12/14 Page 5 of (Bankruptcy Rule 9006 provides authority to enlarge time periods for removing actions under Bankruptcy Rule 9027; Raff v. Gordon, 58 B.R. 988, 990 (E.D. Pa (an expansion of time to file notices of removal is authorized under the Bankruptcy Rules; In re Jandous Elec. Constr. Corp., 106 B.R. 48 (Bankr. S.D.N.Y (period in which to file motion to remove may be expanded pursuant to Bankruptcy Rule 9006; In re World Fin. Servs. Ctr., Inc., 81 B.R. 33, 39 (Bankr. S.D. Cal (United States Supreme Court intended to give bankruptcy judges the power to enlarge the filing periods under Bankruptcy Rule 9027(a pursuant to Bankruptcy Rule 9006(b. 13. As discussed above, the Debtors are party to certain Civil Actions for which they have not yet made a decision as to whether removal is appropriate. Accordingly, the Debtors believe that it is prudent to seek an extension of the time prescribed under Bankruptcy Rule 9027(a, through and including October 10, 2014, to protect their right to remove those Civil Actions if they deem it to be appropriate. The extension sought will afford the Debtors a reasonable additional amount of time to determine whether to remove any pending civil action and will assure that the Debtors do not forfeit valuable rights under 28 U.S.C Further, the rights of the Debtors adversaries will not be prejudiced by such an extension because any party to an action that is removed may seek to have it remanded to the state court pursuant to 28 U.S.C. 1452(b. 14. Since the Petition Date, the Debtors and their professionals have concentrated their efforts primarily on negotiation and confirmation of the Plan and attending to various operational and administrative matters that arose during the chapter 11 casess. These efforts have prevented the Debtors and their professionals from thoroughly investigating whether to 5

6 Case PJW Doc 412 Filed 06/12/14 Page 6 of 8 remove pending Civil Actions. As a result, the Debtors submit that cause exists to extend the time within which the Debtors must remove actions. 15. The Debtors further request that the order approving this Motion be without prejudice to (a any position the Debtors may take regarding whether Bankruptcy Code section 362 applies to stay any given Civil Action pending against the Debtors and (b the right of the Debtors to seek further extensions of the period in which they may remove Civil Actions pursuant to Bankruptcy Rule For the reasons stated above, the Debtors submit that the relief requested herein is appropriate and in their best interests, as well as in the best interests of their estates and creditors. Indeed, requests by debtors for extensions of the removal period have been routinely granted by courts in this District. See, e.g., In re Caribbean Petroleum Corp., Case No (KG (Bankr. D. Del. June 2, 2014 (extending removal deadline additional 120 days; In re Vertis Holdings, Inc., Case No (CSS (Bankr. D. Del. Apr. 28, 2014 (extending removal deadline additional 90 days; In re EBHI Holdings, Inc., Case No (MFW (Bankr. D. Del. Mar. 13, 2014 (extending removal deadline additional 120 days; In re Blitz U.S.A., Inc., Case No (PJW (Bankr. D. Del. Feb. 12, 2014 (same. NOTICE Notice of this motion has been provided to the following parties, or, in lieu thereof, their counsel: (a the Office of the United States Trustee for the District of Delaware; (b Cousins Chipman & Brown LLP, as co-counsel to the Creditors Committee, Attn: Scott D. Cousins and Ann Kashishian; (c Otterbourg P.C., as co-counsel to the Creditors Committee, Attn: Scott L. Hazan, Jenette A. Barrow-Bosshart and David M. Posner; (d Milbank Tweed Hadley & McCloy LLP, as counsel to the Consenting First Lien Lenders, Attn: Thomas R. Kreller and David B. 6

7 Case PJW Doc 412 Filed 06/12/14 Page 7 of 8 Zolkin; (e Morris Nichols Arsht & Tunnell LLP, as local counsel to the Consenting First Lien Lenders, Attn: Robert J. Dehney; (f O Melveny & Myers LLP, as counsel to Avenue Capital Management II, L.P. and its affiliates, Attn: John J. Rapisardi and Joseph Zujkowski; (g Skadden Arps Slate Meagher & Flom LLP, as counsel to Fortress Investment Group and its affiliates, Attn: Van C. Durrer, II; (h Kasowitz Benson Torres & Friedman LLP, as counsel to Vectra Bank Colorado, National Association, Attn: Adam L. Shiff and Matthew B. Stein; and (i all parties that, as of the filing of this motion, have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. 7

8 Case PJW Doc 412 Filed 06/12/14 Page 8 of 8 WHEREFORE, the Debtors respectfully request that the Court enter an order substantially in the form attached hereto as Exhibit A: (i granting the relief sought herein; and (ii granting to the Debtors such other and further relief as the Court may deem proper. Wilmington, Delaware Date: June 12, 2014 /s/ Amanda R. Steele RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No Paul N. Heath (No Amanda Steele (No One Rodney Square 920 North King Street Wilmington, Delaware Telephone: ( Facsimile: ( and AKIN GUMP STRAUSS HAUER & FELD LLP Ira S. Dizengoff (admitted pro hac vice Philip C. Dublin (admitted pro hac vice Jason P. Rubin (admitted pro hac vice One Bryant Park New York, New York Telephone: ( Facsimile: ( Co-Counsel to the Debtors and Debtors in Possession 8

9 Case PJW Doc Filed 06/12/14 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 QCE FINANCE LLC, et al., 1 Case No (PJW Debtors. Jointly Administered NOTICE MOTION AND HEARING Hearing Date: July 9, 2014 at 9:30 a.m. (EDT Objection Deadline: June 26, 2014 at 4:00 p.m. (EDT PLEASE TAKE NOTICE that, on June 12, 2014, the above-captioned debtors and debtors in possession (collectively, the Debtors filed the Debtors Motion for an Order Pursuant to 28 U.S.C and Fed. R. Bankr. P. 9006(b and 9027 Extending the Deadline by Which the Debtors May Remove Civil Actions (the Motion with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3 rd Floor, Wilmington, Delaware (the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion must be filed in writing with the Bankruptcy Court, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned counsel for the Debtors on or before June 26, 2014 at 4:00 p.m. (Eastern Daylight Time. PLEASE TAKE FURTHER NOTICE that a hearing to consider approval of the Motion will be held on July 9, 2014 at 9:30 a.m. (Eastern Daylight Time before The Honorable Peter 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: QCE Finance LLC (7897; American Food Distributors LLC (8099; Quiznos Global LLC (2772; QCE LLC (2969; QFA Royalties LLC (2402; QIP Holder LLC (2353; Quiz-CAN LLC (7714; Quizno s Canada Holding LLC (3220; QAFT, Inc. (6947; Restaurant Realty LLC (8293; The Quizno s Master LLC (3148; The Quizno s Operating Company LLC (8945; National Marketing Fund Trust (4951; The Regional Advertising Program Trust (2035; and TQSC II LLC (8683. The Debtors corporate headquarters are located at, and the mailing address for each Debtor is, th Street, Suite 200, Denver, Colorado

10 Case PJW Doc Filed 06/12/14 Page 2 of 2 J. Walsh at the Bankruptcy Court, 824 North Market Street, 6 th Floor, Courtroom 2, Wilmington, Delaware PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING. Wilmington, Delaware Date: June 12, 2014 /s/ Amanda R. Steele RICHARDS LAYTON & FINGER P.A. Mark D. Collins (No Paul N. Heath (No Amanda R. Steele (No One Rodney Square 920 North King Street Wilmington, Delaware Telephone: ( Facsimile: ( and AKIN GUMP STRAUSS HAUER & FELD LLP Ira S. Dizengoff (admitted pro hac vice Philip C. Dublin (admitted pro hac vice Jason P. Rubin (admitted pro hac vice One Bryant Park New York, New York Telephone: ( Facsimile: ( Co-Counsel to the Debtors and Debtors in Possession 2

11 Case PJW Doc Filed 06/12/14 Page 1 of 3 EXHIBIT A

12 Case PJW Doc Filed 06/12/14 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 QCE FINANCE LLC, et al., 1 Case No (PJW Debtors. Jointly Administered Re: Docket No. ORDER EXTENDING THE DEADLINE BY WHICH THE DEBTORS MAY REMOVE CIVIL ACTIONS Upon the motion (the Motion 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors for entry of an order pursuant to 28 U.S.C and Bankruptcy Rules 9006(b and 9027 extending the deadline by which the Debtors may file notices of remove under Bankruptcy Rule 9027(a; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and venue being proper in pursuant to 28 U.S.C. 1409; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b; and it appearing that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors and all other parties in interest; and the Debtors having provided appropriate notice of the Motion and opportunity for a hearing on the Motion under the circumstances and no other or further notice need be provided; and the Court having reviewed the Motion; and the Court 1 2 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: QCE Finance LLC (7897; American Food Distributors LLC (8099; Quiznos Global LLC (2772; QCE LLC (2969; QFA Royalties LLC (2402; QIP Holder LLC (2353; Quiz-CAN LLC (7714; Quizno s Canada Holding LLC (3220; QAFT, Inc. (6947; Restaurant Realty LLC (8293; The Quizno s Master LLC (3148; The Quizno s Operating Company LLC (8945; National Marketing Fund Trust (4951; The Regional Advertising Program Trust (2035; and TQSC II LLC (8683. The Debtors corporate headquarters are located at, and the mailing address for each Debtor is, th Street, Suite 200, Denver, Colorado Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Motion.

13 Case PJW Doc Filed 06/12/14 Page 3 of 3 having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefore, it is HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. 2. The deadline set by Bankruptcy Rule 9027 by which the Debtors may file notices of removal of any and all Civil Actions is extended to and including October 10, The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 4. This Order shall be without prejudice to (a any position the Debtors may take regarding whether Bankruptcy Code section 362 applies to stay any litigation pending against the Debtors or (b the Debtors right to seek further extensions of the deadline by which they may remove any Civil Actions pursuant to Bankruptcy Rule This Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order. Dated:, 2014 Wilmington, Delaware THE HONORABLE PETER J. WALSH UNITED STATES BANKRUPTCY JUDGE 2

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