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 RESERVATION OF RIGHTS WITH RESPECT TO THE DEBTORS MOTION FOR AN ORDER (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. 361, 362, AND 363, AND (B) SCHEDULING A FINAL HEARING PURSUANT TO BANKRUPTCY RULE 4001(B) Lehman ALI Inc. (Lehman) 1 submits this reservation of rights (this Reservation of Rights) with respect to the Debtors Motion for an Order (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. 361, 362, and 363, and (B) Scheduling a

Twenty of the Debtors (the Floating Rate Debtors) in the above-captioned cases are borrowers under that certain Loan Agreement, dated as of June 29, 2007, in the original principal amount of $250,000,000.00, between and among the Floating Rate Debtors, as borrowers, and Lehman, as lender (as amended, the Floating Rate Loan Agreement). The Floating Rate Debtors obligations under the Floating Rate Loan Agreement are secured by twenty separate mortgages (each, a Floating Rate Mortgage) that each grant Lehman (i) a first lien mortgage on the applicable hotel property, (ii) a lien on all cash, accounts and proceeds of the applicable borrower, and (iii) an absolute assignment of rents of the applicable hotel property.

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Final Hearing Pursuant to Bankruptcy Rule 4001(b) [Dkt. No. 13] (the Cash Collateral Motion), and respectfully states as follows: As the Court is aware, the Plan Support Agreement [Dkt. No. 15, Exhibit B] (the PSA) and the use of Lehmans rents and cash collateral are inextricably intertwined. Lehmans consent to the use of its rents and cash collateral is predicated upon the global agreement between Lehman and the Debtors with respect to the restructuring, which is embodied in the PSA. At this time, Lehman does not object to the use of its rents and cash collateral on the terms and conditions provided in the Interim Order (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. 361, 362, and 363, and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) [Dkt. No. 54] (the Interim Order) and the proposed final order. However, in light of the fact that the Court will hear and determine the Cash Collateral Motion prior to addressing the PSA, Lehman reserves all rights with respect to the use of its rents and cash collateral, including the right to withdraw its consent to the continued use of its rents and cash collateral and object on any basis to the relief sought by the Debtors in the Cash Collateral Motion at the hearing. Specifically, a significant portion of the rents were not

property of the Debtors on the petition date, and are not property of the Debtors estates at this time. Accordingly, such rents do not constitute cash collateral as defined in section 363(a) of the Bankruptcy Code. Lehman requests that the Court determine that the principles of res judicata and collateral estoppel should not apply to Lehman with respect to issues determined by the Court at the

hearing on the Cash Collateral Motion scheduled for August 31, 2010, at 2:00 p.m. (the Cash Collateral Hearing), in order to avoid any undue prejudice to Lehman. WHEREFORE, Lehman respectfully requests that the Court (i) find that the principles of res judicata and collateral estoppel should not apply to Lehman with respect to issues determined by the Court at the Cash Collateral Hearing, and (ii) grant Lehman such other and further relief as the Court deems appropriate. Dated: New York, New York August 30, 2010 Respectfully Submitted, 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