DECHERT LLP 1095 Avenue of the Americas New York, New York 10036-6797 Telephone: (212) 698-3500 Facsimile:

(212) 698-3599 Michael J. Sage Brian E. Greer Nicole B. Herther-Spiro Attorneys for Lehman ALI Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ X : In re: : Chapter 11 : INNKEEPERS USA TRUST, et al. : Case No.: 10-13800 : Debtors. : Jointly Administered : ------------------------------------------------------------ X LEHMAN ALI INC.S JOINDER IN DEBTORS REPLIES TO OBJECTIONS TO MATTERS SCHEDULED FOR HEARING ON SEPTEMBER 1, 2010 Lehman ALI Inc. (Lehman) submits this joinder (the Joinder) in the Debtors replies [Dkt. Nos. 337, 340] (the Replies) to the various objections (the Objections) to the following motions scheduled for hearing on September 1, 2010: Debtors Motion for an Order (A) Authorizing the Debtors to Assume the Plan Support Agreement and (B) Granting Related Relief (the PSA Motion); Debtors Motion for the Entry of Interim and Final Orders (A) Authorizing the Debtors to (I) Use the Adequate Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. Sec. 361, 362, and 363, (B) to the Extent Approved in the Final Order, Granting Senior Secured, Priming Liens on Certain Postpetition Intercompany Claims, (C) to the Extent Approved in the Final Order, Granting Administrative Priority Status to Certain Postpetition Intercompany Claims, and (D) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) (the Cash Collateral Motion); Debtors Motion For Entry Of An Order Authorizing The Continued Use Of (I) Existing Cash Management System, As Modified Herein, (II) Existing Bank

Accounts, (III) Existing Business Forms, And (IV) Certain Existing Investment Guidelines (the Cash Management Motion); Debtors Motion for the Entry of an Order Authorizing the Debtors to Obtain Postpetition Financing from Five Mile Capital Partners on a Priming Basis Pursuant to Sections 364(c)(1), 364(c)(2), 364(c)(3), and 364(e) of the Bankruptcy Code (the Fixed Rate DIP Motion); Debtors Motion for the Entry of an Order Authorizing the Debtors to Obtain Postpetition Financing from an Affiliate of Lehman ALI Inc. on a Priming Basis Pursuant to Sections 364(c)(1), 364(c)(2), 364(c)(3), and 364(e) of the Bankruptcy Code (the Floating Rate DIP Motion and, collectively with the PSA Motion, the Cash Collateral Motion, the Fixed Rate DIP Motion and the Floating Rate DIP Motion, the Motions);

and respectfully states as follows: Lehman joins in the Replies and, for the reasons set forth therein, requests that the Court overrule the Objections and enter orders granting the relief requested in the Motions in their entirety. Lehman reserves the right to separately address at the hearing on the Motions any specific arguments raised in the Objections, any matters raised by other parties at the hearing and any aspect of the Replies on which Lehman and the Debtors may disagree. Notwithstanding anything herein to the contrary, this Joinder is without prejudice to, and does not constitute a waiver of, expressly or implicitly: (a) Lehmans right to seek any other or supplemental relief relating to the matters set forth in this Motions; (b) any rights of Lehman with respect to any plan of reorganization or liquidation filed in the Debtors chapter 11 cases; and (c) any of the rights of Lehman under title 11 of the United States Code or under non-bankruptcy law. Nothing in this Joinder is intended to be treated as an admission by Lehman regarding the truth, accuracy, or completeness of any fact set forth in the Replies or the applicability or strength of any legal or equitable claim, theory, or defense in any other matter raised in the Debtors chapter 11 cases.

WHEREFORE, Lehman respectfully requests that the Court (i) overrule the Objections; (ii) enter orders granting the relief requested in the Motions in their entirety; and (iii) grant such other and further relief as the Court deems appropriate. Dated: New York, New York August 27, 2010 DECHERT LLP By: /s/ Michael J. Sage Michael J. Sage Brian E. Greer Nicole B. Herther-Spiro 1095 Avenue of the Americas New York, New York 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599