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 AUTHORIZING THE DEBTORS TO ENTER INTO A PREMIUM FINANCING AND SECURITY AGREEMENT WITH IMPERIAL CREDIT CORPORATION1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order (this Order) (a) authorizing the Debtors to (i) enter into the PFA and (ii) grant the Security Interest and (b) 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 been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted to the extent provided herein.

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 but otherwise not defined herein shall have the meanings set forth in the Motion.

K&E 17945123

2.

Innkeepers is authorized to enter into the PFA. To the extent that the PFA differs

from this Order, this Order shall control. 3. Innkeepers is authorized to timely make all payments due under the PFA, and

Imperial Credit Corporation (IPFS) is authorized to receive and apply such payments to the indebtedness owed by Innkeepers to IPFS as provided in the PFA. 4. Pursuant to section 364(c) of the Bankruptcy Code and the terms of the PFA,

Innkeepers is authorized to grant to IPFS a first priority security interest in the Policies for (but only to the extent permitted by applicable law) (a) any return of premiums or unearned premiums under the Policies and (b) any dividends that may become due to the Debtors in connection with the Policies (collectively, the Security Interest). 5. In the event that returned or unearned premiums or other amounts due under the

Policies are insufficient to pay the total amount owing by Innkeepers to IPFS under the PFA, any remaining amount owing to IPFS, including reasonable attorneys fees and costs in accordance with the PFA, shall be an allowed claim in the Chapter 11 Cases with priority as an administrative expense pursuant to section 503(b)(1) of the Bankruptcy Code. 6. Notwithstanding anything to the contrary contained in any order approving

secured financing in the Chapter 11 Cases, the Security Interest granted to IPFS hereunder in connection with the Policies shall be senior to any security interests and/or liens granted to any other secured creditors in the Chapter 11 Cases. 7. Because IPFS has extended credit to the Debtors in good faith, the reversal or

modification of this Order on appeal shall not affect the validity of the debt owed to IPFS or the priority of its liens, as provided in section 364(e) of the Bankruptcy Code.

2
K&E 17945123

8.

If the Debtors do not timely make any of the payments due under the PFA as they

become due (subject to any applicable cure period under the PFA and all other terms of the PFA), the automatic stay shall automatically modify solely to enable IPFS and/or third parties, including insurance companies providing the coverage under the Policies, to take steps necessary and appropriate to cancel the Policies, collect the Collateral, and apply such Collateral to the indebtedness owed to IPFS by the Debtors in accordance with the Security Interest. In

exercising such rights, IPFS and/or third parties must comply with the notice and other relevant provisions of the PFA. 9. The Debtors are authorized, but not directed, to enter into new premium financing

and security agreements on an as-needed basis with an entity providing insurance premium financing, including IPFS, during the postpetition period without further Court approval. 10. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 11. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 12. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 13. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: December 14, 2010 /s/Shelley C. Chapman United States Bankruptcy Judge

3
K&E 17945123