Case VFP Doc 93 Filed 10/16/17 Entered 10/16/17 22:31:34 Desc Main Document Page 1 of 2

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1 Case VFP Doc 93 Filed 10/16/17 Entered 10/16/17 22:31:34 Desc Main Document Page 1 of 2 TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, New Jersey Joseph J. DiPasquale, Esq. (jdipasquale@trenklawfirm.com) Thomas M. Walsh, Esq. (twalsh@trenklawfirm.com) Robert S. Roglieri, Esq. (rroglieri@trenklawfirm.com) Attorneys for Debtors and Debtors-in-Possession UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW JERSEY In re: WOLVERINE TAXI LLC, et al., 1 Debtors. Chapter 11 Case No (VFP) Jointly Administered Hearing Date: November 7, 2017 Hearing Time: 10:00 a.m. NOTICE OF DEBTORS MOTION TO EXTEND EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND SOLICIT VOTES THEREON PURSUANT TO 11 U.S.C. 1121(d) PLEASE TAKE NOTICE that on November 7, 2017 at 10:00 a.m., Wolverine Taxi LLC and certain of its affiliated debtors, the debtors and debtors-in-possession (collectively, the Debtors ) will move before the Honorable Vincent F. Papalia, United States Bankruptcy Judge, at the United States Bankruptcy Court, 50 Walnut Street, Courtroom 3B, Newark, New Jersey 07102, for the entry of an order extending the time period in which the Debtors have the exclusive right to file a Chapter 11 plan of reorganization for ninety (90) days, and the deadline to solicit acceptances for a period of sixty (60) days thereafter, pursuant to title 11 of the United 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number are as follows: Ben-Khe Trans. Corp. (5171); Bimbo Taxi, LLC (4424); Byblos Taxi Inc. (0124); Cartier Taxi Inc. (5866); Dragonfly Taxi Inc. (2717); Ducati Taxi Inc. (3698); Golden Beetle Taxi LLC (0754); Grasshopper Taxi LLC (7964); Jolly Hacking Corp. (9772); London Taxi LLC (3648); Moth Taxi LLC (5666); NY Kind Taxi Corp. (9879); Pelican Taxi LLC (3534); Privet Taxi Inc. (6023); Purlie Trans Corp. (9032); Saint Tropez Taxi Inc. (7500); Split Transit Inc. (4948); Trestomos Trans Inc. (1824); Wasp Taxi LLC (3309); and Wolverine Taxi LLC (1883).

2 Case VFP Doc 93 Filed 10/16/17 Entered 10/16/17 22:31:34 Desc Main Document Page 2 of 2 States Code (the Bankruptcy Code ), section 1121(d), and for such other relief as this Court deems just and equitable (the Motion ). PLEASE TAKE FURTHER NOTICE that in support of the Motion the Debtors shall rely upon the application submitted concurrently herewith. The Debtors submit that no separate memorandum of law is necessary because the applicable law is adequately set forth in the supporting application. PLEASE TAKE FURTHER NOTICE that objections, if any, to the relief requested in the Motion shall: (i) be in writing; (ii) state with particularity the basis of the objection; and (iii) be filed with the Clerk of the United States Bankruptcy in accordance with D.N.J. LBR PLEASE TAKE FURTHER NOTICE that unless an objection is timely filed and served, the Motion shall be deemed and the relief may be granted without a hearing. PLEASE TAKE FURTHER NOTICE that oral argument is hereby waived unless timely objection is received. PLEASE TAKE FURTHER NOTICE that an order granting the relief requested herein is submitted herewith and made part of the Motion herein. TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. Attorneys for Debtors and Debtors-in- Possession Dated: October 16, 2017 By: /s/ Joseph J. DiPasquale JOSEPH J. DIPASQUALE , v. 1 2

3 Brief Page 1 of 8 TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, New Jersey Joseph J. DiPasquale, Esq. (jdipasquale@trenklawfirm.com) Thomas M. Walsh, Esq. (twalsh@trenklawfirm.com) Robert S. Roglieri, Esq. (rroglieri@trenklawfirm.com) Attorneys for Debtors and Debtors-in-Possession UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW JERSEY In re: WOLVERINE TAXI LLC, et al., 1 Debtors. Chapter 11 Case No (VFP) Jointly Administered Hearing Date: November 7, 2017 Hearing Time: 10:00 a.m. APPLICATION IN SUPPORT OF DEBTORS MOTION TO EXTEND EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND SOLICIT VOTES THEREON PURSUANT TO 11 U.S.C. 1121(d) TO: THE HONORABLE VINCENT F. PAPALIA UNITED STATES BANKRUPTCY JUDGE Wolverine Taxi LLC and certain of its affiliated debtors, the debtors and debtors-inpossession (collectively, the Debtors ), by and through their undersigned counsel, Trenk, DiPasquale, Della Fera & Sodono, P.C., submit this application in support of their motion for entry of an order extending the time period in which Debtors have the exclusive right to file a Chapter 11 plan of reorganization for ninety (90) days, and extending the deadline to solicit acceptances thereon for a period of sixty (60) days thereafter, pursuant to Title 11 of the United 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number are as follows: Ben-Khe Trans. Corp. (5171); Bimbo Taxi, LLC (4424); Byblos Taxi Inc. (0124); Cartier Taxi Inc. (5866); Dragonfly Taxi Inc. (2717); Ducati Taxi Inc. (3698); Golden Beetle Taxi LLC (0754); Grasshopper Taxi LLC (7964); Jolly Hacking Corp. (9772); London Taxi LLC (3648); Moth Taxi LLC (5666); NY Kind Taxi Corp. (9879); Pelican Taxi LLC (3534); Privet Taxi Inc. (6023); Purlie Trans Corp. (9032); Saint Tropez Taxi Inc. (7500); Split Transit Inc. (4948); Trestomos Trans Inc. (1824); Wasp Taxi LLC (3309); and Wolverine Taxi LLC (1883).

4 Brief Page 2 of 8 States Code (the Bankruptcy Code ), section 1121(d), and for such other relief as this Court deems just and equitable (the Motion ), and in support thereof respectfully represent as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b). 2. This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A), (L) and (O). 3. Venue is proper in this District pursuant to 28 U.S.C and The statutory predicate for the relief sought herein is Bankruptcy Code section 1121(d). BACKGROUND 5. On June 16, 2017 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code, commencing the above-captioned chapter 11 cases (collectively, the Chapter 11 Cases ) in the United States Bankruptcy Court for the District of New Jersey. 6. The Debtors are operating their business and managing their property as debtorsin-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. As of the filing of this Motion, no request has been made for the appointment of a trustee or examiner and no statutory committee has been appointed in the Chapter 11 Cases. 7. The exclusive period for the Debtors to file a plan of reorganization presently expires on October 17, In the weeks subsequent to the filing of these Chapter 11 Cases, sixty-eight (68) affiliated debtors (all taxi-related entities) similarly filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. As a result, a total of eighty-eight (88) affiliated bankruptcy 2

5 Brief Page 3 of 8 cases have been filed before this Court. See Wrestler Taxi LLC (Case No ); Kabbalah Taxi Inc. (Case No ); Brownie Taxi LLC (Case No ); Panda Taxi LLC ( ); and Snowball Taxi Inc. (Case No ). 9. Over the next several weeks, it is imperative that the Debtors, along with the debtors of the additional bankruptcy cases, devote their time and resources to a number of significant pending matters, including, inter alia: (i) negotiating cash collateral issues with the numerous secured creditors; (ii) responding to and preparing for Melrose s motion to transfer venue; (iii) responding to and preparing for other motions to transfer venue, including that of Bethpage Federal Credit Union, Banco Popular, and Bank of Leumi; and (iv) opposing and prosecuting motions to dismiss the chapter 11 cases; and (v) opposing various stay relief motions. 10. Although the Debtors have made progress in connection with the abovereferenced reorganization efforts, additional time is required to settle additional claims against the estate in order to prepare and finalize a plan of reorganization. For the reasons set forth below, cause exists to provide additional time for the Debtors to do so on an exclusive basis. RELIEF REQUESTED 11. As the Debtors will be preoccupied with other critical chapter 11 matters throughout the remainder of October and November 2017, the Debtors seek an extension of the deadline to exclusively file a plan of reorganization for an additional ninety (90) days, until January 15, 2018, and to solicit acceptance thereof for a period of sixty (60) days thereafter, until March 16,

6 Brief Page 4 of 8 BASIS FOR REQUESTED RELIEF 12. Pursuant to Bankruptcy Code section 1121(b), a debtor has the exclusive right to propose a chapter 11 plan for the first 120 days of a chapter 11 case. Sections 1121(d)(1) and (2) of the Bankruptcy Code permit the court to increase a debtor s 120-day exclusivity period for cause, provided that the 120-day period not be extended beyond a date that is 18 months after the petition date. 11 U.S.C. 1121(d)(1), (2). 13. Whether or not to grant an extension of exclusivity is a matter of discretion based on all facts and circumstances, but the discretion is limited by the requirement that cause be shown.... However, a bankruptcy court has broad discretion to determine what is sufficient cause in each individual case. See Continental Casualty Am. Casualty Co. v. Burns & Roe Enterprises, Inc. (In re Burns and Roe Enters., Inc.), No (RG), 2005 WL , at *3 (D. N.J. Nov. 2, 2005) (citations omitted); see also In re Geriatrics Nursing Home, Inc., 187 B.R. 128, 132 (Bankr. D.N.J. 1995) (section 1121(d)(1) grants great latitude to the Bankruptcy Judge in deciding, on a case-specific basis, whether to modify the exclusivity period on a showing of cause ); In re Cent. Jersey Airport Servs., LLC, 282 B.R. 176, 184 (Bankr. D.N.J. 2002). 14. In determining what constitutes cause under section 1121(d), courts look at factors such as the: (a) size and complexity of the case; (b) necessity of sufficient time to negotiate and prepare adequate information; (c) existence of good faith progress; (d) whether the debtor is paying its debts as they mature; (e) whether the debtor has demonstrated reasonable prospects for filing a viable plan; (f) whether the debtor has made progress negotiating with creditors; (g) length of time a case has been pending; (h) whether the debtor is seeking an extension to pressure creditors; and (i) whether unresolved contingencies exist. Central Jersey, 282 B.R. at 184 (citing In re Service Merchandise Co., 246 B.R. 744, 751 (Bankr. M.D. Tenn. 2000)); see also Burns & Roe, 2005 WL , at *3 (affirming the bankruptcy court s 4

7 Brief Page 5 of 8 fourteenth and fifteenth extensions of the exclusivity periods based on an examination of several of the above factors); In re R.G. Pharm., Inc., 374 B.R. 484, 487 (Bankr. D. Conn. 2007); In re Friedman s Inc., 336 B.R. 884, 888 (Bankr. S.D. Ga. 2005). 15. Courts only analyze the factors that are relevant to each case as not all of the above factors are relevant to every case. Thus, a court will only review the relevant subset of factors to determine whether cause exists to grant an exclusivity extension in a particular chapter 11 case. See, e.g., In re Express One Int l, Inc., 194 B.R. 98, (Bankr. E.D. Tex. 1996) (identifying four of the nine factors as relevant in determining whether cause exists to extend exclusivity); In re United Press Int l, Inc., 60 B.R. 265, 269 (Bankr. D.C. 1986) (holding that debtor showed cause to extend exclusive period based upon three of the nine factors); In re Pine Run Trust, Inc., 67 B.R. 432, 435 (Bankr. E.D. Pa. 1986) (relying on two factors in holding that cause existed to extend exclusivity); Official Comm. of Unsecured Creditors v. The Elder- Beerman Stores Corp. In re The Elder-Beerman Stores Corp., 1997 WL , at *4 (S.D. Ohio June 23, 1997) ( although there are a large number of potential factors that have been identified by various courts as being pertinent to a determination of whether cause has been shown, many courts have chosen to rely upon relatively few factors albeit different ones to determine whether the necessary cause exists to alter the statutory time period set forth in 11 U.S.C ; In re Dow Corning Corp., 208 B.R. 661, (Bankr. E.D. Mich. 1997) (stating that [s]ometimes one or more factors strongly point to a particular result while others point the other way only weakly. And sometimes certain factors are just more relevant or important than others ). 5

8 Brief Page 6 of The Debtors submit that there is sufficient cause to extend the exclusivity periods. Moreover, the Debtors submit that each relevant factor for extending the exclusivity periods warrants an extension thereof: a. Size and Complexity of the Case. Here, the Debtors consist of twenty (20) different entities, all of which have different groups of creditors and for which plans must be formulated for each. The Debtors have used the last 120 days to accomplish various objectives through this chapter 11 process. Progress in these cases has largely been slowed as a result of the Debtors secured creditor s refusal to comply with discovery demands and set forth its authority to pursue the Debtors in light of the NCUA s receivership over Melrose Credit Union. See Docket Nos. 62, 72, 83. Moreover, Melrose filed a motion to transfer the venue of these cases, furthering the complexity of these cases and necessitating the discovery responses in advance of the hearing on the motion. While the Debtors assert that venue is appropriate in this District, filing a plan and disclosure in advance of a determination on the motion to transfer venue would be fruitless. Thus, the complexity of the case warrants an extension of the exclusive periods. b. Necessity of Time. The Debtors request for an extension of the exclusivity periods is the Debtors first such request and comes approximately three months after the Petition Date. As discussed above, during these three months, the Debtors have been hindered by their secured creditor as it is unclear whether the Debtors should be negotiating a plan with Melrose or the NCUA. Accordingly, the Debtors need additional time to negotiate a feasible plan. c. The Debtors Have Made Good Faith Progress Towards Exiting Chapter 11. As stated above, the Debtors are diligently working towards the goal of exiting these chapter 11 cases. The Debtors are willing to engage in good faith negotiations with their secured creditor and other parties in interest to work towards the formulation of a chapter 11 plan. This process has been hindered by Melrose s failure to properly identify and provide documents relating to its receivership. The Debtors have, amongst other things: (i) successfully moved for and obtained various forms of first day relief that enables the Debtors to continue operating their business; and (iii) promptly completed and filed their respective schedules of assets and liabilities and statements of financial affairs. Additionally, the Debtors have been working diligently and have complied with all applicable orders, United States Trustee guidelines and chapter 11 procedures. Accordingly, it is beyond dispute that the Debtors have made good faith progress towards exiting chapter 11. d. The Debtors are not Seeking an Extension to Pressure Creditors. The Debtors are not seeking an extension of the Exclusivity Periods to pressure creditors and are willing to work with and negotiate with the individual creditors through the pendency of the chapter 11 cases. Instead, the Debtors are seeking to extend the exclusive periods in order to have additional time to engage in discussions with various parties in interest, including their pre-petition secured lender. Thus, 6

9 Brief Page 7 of 8 extending the exclusive periods will afford the Debtors a meaningful opportunity to proceed with the plan process for the benefit of all stakeholders and creditors. e. Length of Time Case has been Pending. As set forth above, these cases have only been pending for three (3) months and this is the Debtors first request for an extension of the exclusive period. Accordingly, this factor weighs in favor of extending the exclusive periods. f. Unresolved Contingencies. As set forth above, an outstanding contingency exists in these cases, which weighs in favor of extending the exclusive periods for the Debtors to file a plan and solicit votes. Pending before this Court is a motion to transfer venue of these cases out of this District. Until such is decided by this Court, the continuing venue of these cases is an unresolved contingency that favors extension of the exclusive periods. 17. Therefore, adequate cause exists for the Court to grant this Motion. The Debtors seek extension of the exclusivity period for solely legitimate reasons. WAIVER OF BRIEF AND NO PRIOR REQUEST 18. As no novel issue of law is raised and the relevant authorities relied upon by the Debtors is set forth herein, the Debtors respectfully request that the requirement of D.N.J. LBR of filing a brief be waived. 19. No prior request for the relief sought herein has been made by the Debtors to this or any other Court. 7

10 Brief Page 8 of 8 CONCLUSION WHEREFORE, the Debtors respectfully request entry of an Order extending the time period in which the Debtors have the exclusive right to file a plan of reorganization for an additional ninety (90) days, until January 15, 2018, and to solicit acceptance thereof for a period of sixty (60) days thereafter, until March 16, TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. Attorneys for Debtors and Debtors-in- Possession Dated: October 16, 2017 By: /s/ Joseph J. DiPasquale JOSEPH J. DIPASQUALE , v. 1 8

11 Case VFP Doc 93-2 Filed 10/16/17 Entered 10/16/17 22:31:34 Desc Proposed Order Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in compliance with D.N.J. LBR (b) TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, New Jersey Joseph J. DiPasquale (jdipasquale@trenklawfirm.com) Thomas M. Walsh (twalsh@trenklawfirm.com) Robert S. Roglieri (rroglieri@trenklawfirm.com) Attorneys for Debtors and Debtors-in-Possession In re: WOLVERINE TAXI LLC, et al., 1 Debtors. Chapter 11 Case No (VFP) (Jointly Administered) ORDERED. ORDER GRANTING DEBTORS MOTION TO EXTEND EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND SOLICIT VOTES THEREON PURSUANT TO 11 U.S.C. 1121(d) The relief set forth on the following pages, numbered two (2) through three (3), is hereby 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number are as follows: Ben-Khe Trans. Corp. (5171); Bimbo Taxi, LLC (4424); Byblos Taxi Inc. (0124); Cartier Taxi Inc. (5866); Dragonfly Taxi Inc. (2717); Ducati Taxi Inc. (3698); Golden Beetle Taxi LLC (0754); Grasshopper Taxi LLC (7964); Jolly Hacking Corp. (9772); London Taxi LLC (3648); Moth Taxi LLC (5666); NY Kind Taxi Corp. (9879); Pelican Taxi LLC (3534); Privet Taxi Inc. (6023); Purlie Trans Corp. (9032); Saint Tropez Taxi Inc. (7500); Split Transit Inc. (4948); Trestomos Trans Inc. (1824); Wasp Taxi LLC (3309); and Wolverine Taxi LLC (1883).

12 Case VFP Doc 93-2 Filed 10/16/17 Entered 10/16/17 22:31:34 Desc Proposed Order Page 2 of 3 (Page 2) Debtors: Case No. Caption of Order: Wolverine Taxi LLC, et al (VFP) (Joint Administration Pending) Order Granting Debtors Motion to Extend Exclusive Periods to File a Chapter 11 Plan and Solicit Votes Thereon Pursuant to 11 U.S.C. 1121(d) THIS MATTER having been presented to the Court by Wolverine Taxi LLC and certain of its affiliated debtors, the debtors and debtors-in-possession herein (the Debtors ), by and through its counsel, Trenk, DiPasquale, Della Fera & Sodono, P.C., upon the filing of a motion for entry of an order extending the time period in which the Debtors have the exclusive right to file a Chapter 11 plan of reorganization for ninety (90) days, and extending the deadline to solicit acceptances thereon for a period of sixty (60) days thereafter, pursuant to 11 U.S.C. 1121(d), and for such other relief as this Court deems just and equitable (the Motion ); and the Court finding that (i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (iii) the relief requested in the Motion is in the best interests of the Debtors, their estates, and their creditors; (iv) adequate notice of the Motion and the hearing thereon has been given and that no other or further notice is necessary; and (v) upon the record herein, after due deliberation thereon, good and sufficient cause exists for the granting of the relief as set forth herein, IT IS HEREBY ORDERED as follows: 1. The Motion is granted. 2. The Debtors exclusive period for filing a plan of reorganization is hereby extended through and including January 15, The Debtors exclusive period for soliciting acceptances of a plan is hereby extended through and including March 16, 2018.

13 Case VFP Doc 93-2 Filed 10/16/17 Entered 10/16/17 22:31:34 Desc Proposed Order Page 3 of 3 (Page 3) Debtors: Case No. Caption of Order: Wolverine Taxi LLC, et al (VFP) (Joint Administration Pending) Order Granting Debtors Motion to Extend Exclusive Periods to File a Chapter 11 Plan and Solicit Votes Thereon Pursuant to 11 U.S.C. 1121(d) 4. These extensions of time are without prejudice to the Debtors right to seek further extensions of such periods , v. 1