UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:
GRAND PRIX FIXED LESSEE LLC
INNKEEPERS USA TRUST, eta/.
Debtors
Chapter II
Case# 10-13825 & 10-13800
NOTICE OF TRANSER OF CLAIM PURSUANT TO
F.R.B.P. RULE 3001(E) (1)
Transferor: Rocky Mountain Nationals, Inc.
PO Box 128
Broomfield, CO 80020
Your claim in the amount of $300.50 against the Debtors has been transferred to:
Transferee: Sierra Liquidity Fnnd, LLC
2699 White Road, Suite 255
Irvine, CA 92614
No action is required if you do not object to the transfer of your claim. However, IF YOU
OBJECT TO THE TRANSFER OF YOUR CLAIM, WITHIN 20 DAYS OF THE DATE OF
THIS NOTICE, YOU MUST:
FILE A WRITTEN OBJECTION TO THE TRANSFER with:
United States Bankruptcy Comt
Alexander Hamilton Custom House
Attn: Bankruptcy Clerk
One Bowling Green
New York, NY I 0004-1408
SEND A COPY OF YOUR OBJECTION TO THE TRANSFEREE:
Refer to INTERNAL CONTROL No. __ in your objection.
If you file an objection, a hearing will be scheduled.
IF YOUR OBJECTION IS NOT TIMELY FILED, THE TRANSFEREE WILL BE
SUBSTITUTED ON OUR RECORDS AS THE CLAIMANT.
FOR CLERK'S OFFICE ONLY:
This notice was mailed to the first party. by first mail, postage prepaid on ___ , 20_
INTERNAL CONTROL NO. __ =---:----
Copy: (check) Claims Agent __ Transferec ____ Debtor's Attorney __ _
Deputy Clerk
Transfer of Claim
INNKEEPERS USA TRUST, eta[.
a/k/a GRAND PRIX FIXED LESSEE LLC & GRAND PRIX FLOATING
LESSEE LLC & GRAND PRIX ANAHEIM ORANGE LESSEE LLC
This agreement (the "Agreement") is entered into between bJLAt rYJ}n 11/a b'-Jif t /)
and Sierra Liquidity Fund, LLC or assignee ("Assignee") with regard to the following matters:
("Assignor")
I. Assignor in consideration of the sum of of the current amount outstanding in U.S. Dollars on the Assignor's
trade claim (the "Purchase Price"), does hereby transfer and sell to Assignee all of the Assignor's right, title and interest in and to all of the
claims of Assignor, including the right to amounts owed under any executory contract and any respecti ve cure amount related to the potential
assumption and cure of such a contract (the "Claim"), against Innkeepers USA Trust, et a/. (affiliates, subsidiaries and other related debtors)
(the "Debtor"), in proceedings for reor tization (the "!J:.oceedings") in the United States Bankruptcy Court, Southern District of New York, in
the current amount of not less than 0 C> [insert the amount due, which shall be defined as
"the Claim Amount"] , and all rights nd benefits of the Assignor relating to the Claim including, without limitation, Assignor's ri ghts to
receive interest. penalties and fees. if any. which may be paid with respect to the Claim. and all cash. securities. instruments, cure payments,
and other property which may be paid or issued by the Debtor in satisfaction of the Claim, right to litigate, receive litigation proceeds and any
and all voting rights related to the Claim . The Claim is based on amounts owed to Assignor by Debtor as set forth below and this assignment
is an absolute and unconditional assignment of ownership of the Claim, and shall not be deemed to create a security interest.
2. Assignee shall be entitled to all distributions made by the Debtor on account of the Claim, even distributions made and attributable to the
Claim being allowed in the Debtor's case, in an amount in excess of the Claim Amount. Assignor represents and watTants that the amount of
the Claim is not less than the Claim Amount, that this amount is the true and correct amount owed by the Debtor to the Assignor, and that no
valid defense or right of set-off to the Claim exists.
3. Assignor further represents and warrants that no payment has been received by Assignor or by any third party claiming through Assignor, in
full or partial satisfaction of the Clai m, that Assignor has not previously assigned, sold or pledged the Claim, in whole or in part, to any third
party, that Assignor owns and has title to the Claim free and clear of any and all liens, security interests or encumbrances of any kind or nature
whatsoever, and that there are no offsets or defenses that have been or may be asserted by or on behalf of the Debtor or any other party to
reduce the amount of the Claim or to impair its value.
4. Should it be determined that any transfer by the Debtor to the Assignor is or could have been avoided as a preferential payment, Assignor
shall repay such transfer to the Debtor in a timely manner. Should Assignor fail to repay such transfer to the Debtor, then Assignee, solely at its
own option, shall be entitled to make said payment on account of the avoided transfer, and the Assignor shall indenmi fy the Assignee for any
amounts paid to the Debtor. To the extent necessary, Assignor grants to Assignee a Power of Attorney whereby the Assignee is authorized at
Assignee's own expense to defend against all avoidance actions, preferential payment suits, and fraudulent conveyance actions for the benefit of
the Assignor and the Assignee: however Assignee has no obligation to defend against such actions. If the Bar Date for filing a Proof of Claim
has passed, Assignee reserves the right, but not the obli gation, to purchase the Trade Claim for the amount published in the Schedule F.
5. Assignor is aware that the Purchase Price may di ffer from the amount ultimately distributed in the Proccedin;;:; .-::!h to the Claim and that
such amount may not be absolutely determined until entry of a fi nal order confirming a plan of reorganization. Assignor acknowledges that, exeep! as
set fonh in thi s agreement. neither Assignee nor nny agent or representative of Assignee has made any represent ation whatsoever to Assignor regarding
the status of the Proceedings, the condition of the Debtor (financial or otherwise), any other matter relating to the proceedings, the Debtor, 'X the
li kelihood of recovery of the Claim. Assignor represents that it has adequate information concerning the it ii d financial condition of the Debtor
and the status of the Proceedings to make an informed decision regarding its sale of the Claim.
6. Assignee will assume all of the recovery risk in terms of the amount paid on the Claim, if any. at emergence from bankruptcy or liquidation.
Assignee does not assume any of the risk relating to the amount of the claim attested to by the Assignor. In the event that the Claim is
disallowed. reduced, subordinated or impaired for any reason whatsoever, Assignor agrees to immediately refund and pay to Assignee, a pro-
rata share of the Purchase Price equal to the ratio of the amount of the Claim disallowed divided by the Claim. plus 8% interest per annum from
the date of this Agreement until the date of repayment. The Assignee. as set fot1h below, shall have no obligation to otherwise defend the
Claim. and the refund obligation of the Assignor pursuant to this section shall be absolutely payable to Assignee without regard to whether
Assignee defends the Claim. The Assignee or Assignor shall have the ri ght to defend the claim, only at its own expense and shall not look to
the counterparty for any reimbursement for legal expenses.
7. To the extent that it may be required by applicable law. Assignor hereby irrevocabl y appoints Assignee or James S. Riley as its true and
lawful attomey . as the true and lawful agent and special attomeys- in-fact of the Assignor with respect to the Claim, with full power of
substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), and authorizes Assignee or James S.
Riley to act in Assignor's stead. to demand, sue for. compromi se and recover all such amounts as now are, or may hereafter become, due and
payable for or on account of the Claim. litigate for any damages, omissions or other related to this claim. vote in any proceedings, or any other
R I L['. ! t!C . -7 131d3<l3'3::!4 10
I IC.
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nctions may enhance tCCO\ely >r ptutc.:r lhr mte rests or the Claim. Assi en(lr grams unto Assgnec full l.IUlhvri ty to do all lhings
to enforce IJ'Ic Claim arrd As5igncr's ri ghts lhcre llilder. As$iflnOr that 1he grflnled by r.his P""'g' aph <ue 1Jisaetiomuy i11
ami !.hat the Assignee mfly e .... erci se or to .:xercise such power.s nl Assigntl's sole option !! ,we il O obligarion w 11'1J'
action co p1ove l l l' ctefen<l the Clair11 ' s volitl tl)' or nmonnr in the Pl'octc<lings or in any orher Oll! ::>f J r luU\C Ci:titt.
wlwrh(.'f ur not suit or Olf\cr proccetlmg:s are and vtheLI)er ln rr.1:<liation. ,lflJitrnliun. at m\ll. on appeal, or in c.dminisLr.s\h<'
proceedings. xgnx-s to 11.1ke sue h fun her acllon, fiS may nt!cessnry des.rnblc 10 effect Assi gnment of the Ch:trn
and payments cr distributions on ac-:ouot of the ClAim ro Assignee wilhout ii:'ll il;Hion, the e;o.. <culiO!l of appropM:nc r;mf,, ,
powers., corpon'lt.e J-.:soltPioos and consents. 11u: Power c.r Atrl>rney shrdl include without linri t:uiot-. , (I) the to vote, inspc.;t books fl.T .. i
recc.rds, (2) tile n ghr ro t:xecutt> on l>chalt of oil a.;signnoents, !locmnt: nts and lhtH required for lh::
purpose of tr.w;fer ring t. !\c c.:t:um by !h(: 0) 1igh1 to deliver cnsh, ;nd ct!1cr insuumcnt!: diwtt"U!ed or1 l!ccol.lnl c f
the Ciaim, tog.;:,lu:r \1/ . l., ;.! i evictence' of and !lll thentict ty 10. or 11 pon 1he onkr of. the .. :, right
rhe cate of this to w: .... i\1: d!l hcncf tlS ru1d Jisrri butions. e11clorw c\1er.l\s payable 10 the :cntJ ct. l-rerwisc .: 1'
of ht:ndici:l t t1wner$'1ip of <!11! Cl:ai :rL $1\ lll l no1 be requi red to i.l l>tl(l(l of mr y in with this ):-ower d
lltl t:'l'll t )'.
1{, Assignor shall forwarc co ull receiVL\d from rhe Debtor. the court 0r any 1J\11d pill1y \ \Ill\ rcspt.:t to Claim, in<.:ludml! .:1.;,
ll i':. ltOT with regard to voting Ctuim in l1e shall Ulk< such nclit:m witJ", respc.:t ro Claim 1r1 the as
may l'l:<!ucst from time to lime, IJidudi ng chi.' pr,)visitlft m !he Assignee ll f $\lpponing docum('Jllauon val i dity of rhc
,\ssignor' s claim. 1\ssi goor acknowtl'dges chl\t MY dtSI.nbution reccivcc1 hy AS!.lgtl or on &c<'ount of C lain\ frcm .my wh.-:!h:r in
form of or any otJter prv;"'ffrty or ri ght. is !he prcperry of and absolutdy owned hy J\ss1gner. lt"tfl.l 1\.ssip,nor t11'
l\nd will hold such propt>rty in l1'J!>t ror the benr:f'i t ,,r <1l\d will. at il.l3 O'A'n prornpily to a11y S\tL:h in
tJli! fonn rec.eived. tO!!,NhCt' wtth to lr.J.ns f,,r_su . ..: h .Qropeny 111
9. Jn the eve-nt of Ul )' tl J, PtIC (1\JJ 0f or rela!ing to this m noc suit or olht:r ts Mel whettl ('t
in medintion, Cit a-i;.; l, Hl 10 nJmioistr<ltive procee,1ings, ill in bankr\lptcy (including, w11huut lrmicarion, ally
or cc,mestex' matter iH nny l'<lnf;ruprcy c:t!.e fi lect on a::-count of the Asslgnor). rhc: party be cntttled to it., 8JJrJ
incune\1, indl wing ilttmae:y
!U. 1't',c IC'Tr.lS Of <hls t\ Creerr:cnt X! h:ndine upun, <'.ll(j $h(l]l i nure t(lii1C hendi r. Of Assignor, ll.Hd !heir Mid
nssigns.
ll . lht\1 gner lllJ.Y at ctny furt her tnc Clilim togrt hcr Wit n rig 1(,:,, ,;c
1
c JI)U ,,r 1\:>.>iil.t:\:: IJ t\dC' .
th iE :\!t 'Ill'< \\ :11 ra111tes of the n<J cle herein st>11ll li lii'\WC :v1c.l ,k :iv.:ry vi Ar,.-cetnel:\ n r,;
!MlY ':m :,, rOlJ!IIc rr>l11:i :J\d snch .:.)1J(oltrpat1 5 taktn IOf!elh:;; shall [lc Clct!Titef.' I<) Ct,nsdn:rc J .!' ing!:
12. 'fllis ,':<)fl(r._.ct nt>t i\Jtd tt: f.;:, , ,.:c:ch!1: withour of thi s AgreemMtt with Ill: m:ce:;snry :illfl1'(ltc' i1d A >-Si gn ..
:;; f.!\ ,(\i'-1\Cd. by & coumcr-;!;Wtture ,..,, rhi, The mr.y the profl'cr of this C<'lfl(f,1Ct fer i':lY ' c::aMJll
t 3. Tr,i f> l?Ovtr- e:: by :md 10 .,.;c,)rdume wl h l he ot'Cnl i !cmi:J. :\ ny acdut>, arh tn;:: 11:\lh!r or JCIMin:; tO
!\ grumcnl toe : ll ' ' ' f!hl H1 sr;m: ur fcdc::d t:\1 Ut1 loC,\ICr.l 111 Cnli!'orni:t, :\.3sit;nor 1< iln<l C:Vf! f.: tS pefsoral Oet
As.;i!(nor tly t:Otl!1llr ..: ourls :1nd llt<t L , , : process rrul)' b upo11 .'\.ssignuf by mailint; a ::Oll py .,r s&i rt to ill the ;ddc"cs;
rt:\:1h in ti1is .. ."t ut sv "1ior. nctl!itn\ler. md A:ISJ!,!:11ee Wft ivc ;]I I)' r't;hl Hl <: \I'I.JI b) juT) .
Sierra l.rqLtidity Ft,Hcl. .u. c c r t tl
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949-660 1144 X I 0 IJf 27. '.)/i IJ- N\0 06j:J

Agreed ar .:kllowlet1i!<:d,
Sicrr11 l.iqu tir y fund , LLC
){'!3/?. tl l l