UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:
GRAND PRIX FLOATING LESSEE LLC
INNKEEPERS USA TRUST, et al. Chapter 11
Debtors Case# 10-13826 & 10-1 3800
NOTICE OF TRANSER OF CLAIM PURSUANT TO
F.R.B.P. RULE 3001(E) (1)
- - - - - - ~ ransferot:_ _ Noctheast.Refrigeration & Air Condition
27 Railroad Ave
Albany, NY 12205
Please note that your claim in the amount of $2,046.34 has been partially transferred in the amount of
$1,692.26 (unless previously expunged by court order) to:
Transferee: Sierra Liquidity Fund, LLC
2699 White Road, Suite 255
Irvine, CA 92614
The transferred amount of$1,692.26 represents an amount sold by Northeast Refri geration and Air
Condition to Sierra Liquidity Fund, LLC.
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 Court
Alexander Hamilton Custom House
Attn: Bankruptcy Clerk
One Bowling Green
New York, NY 10004-1408
SEND A COPY OF YOUR OBJECTION TO THE TRANSFEREE:
Refer to INTERNAL CONTROL No. __ in your obj ection.
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 __ Transferee ____ .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 N A\ t_ l i\C... * ("Assignor")
nnd Sierra Liquidity Fund, LLC or assignee ("Assignee'') with regard to the following:? atters: v=-
l. in consideration of the sum of . . 1f the current amount ontsU.nding in U.S. Dollarli on the Assignor' s
trade claim (the "Purchase Price''), does hereby transfer to Assignee all of the Assignor's right, title and interest in and to 1111 of the claims of
Assignor. including the right to amounts owed under any executory contract and any respective cure amount related to the potential assumption
and cure of such a contract (the "Claim"). against Innkeepers USA Tntst. ct al. (affiliates. subsidiaries and other related debtors) (the
"Debtor"). in proceedings for reorganization the "Proceedings'') in t "ted States Bankmptcy Court, Southern District of New York, in the
current a oLnoLlcsuh ZG f:r (inlicrt the amount due, which shnU oeae me as
" the Claim Amount"), and all and benef1ts of the Assignor relating to the Claim including. without limitation, Assignor's rights to
receive penalties and fees, if any, which may be paid with respect to the Claim. and all cnsh, securities. instmments, cure
and other property which mlly l.ie"paid or issued by the Debtor in satisfaction of the Claim, right to litlgii:tc, receive litigation proceeds and any
Md all voting rights related ro t.he Claim _ The Claim is based on amounts owed to Assignor by Debtor as set forth below and this assignment
is an absolute and \mconditional assignment of ownership of the Claim. and shall not be deemed to create a security interest.
2. shall be entitled to all distributions mnde by the Debtor on account of the Clai m, even distribut.ions made and attributable to the
Claim being allowed in the Debtor's cnse, in an amount in excess of the Claim Amount. represent<: and warrants thnt 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. nnd that no
valid defense or right. of set-off to the Claim
3. Assignor further represents and warrants that no payment been received by Assignor or by any third party claiming through Assignor. in
full or partial satisfaction of the Claim. that Assignor has not previously assigned, sold or pledged the Claim. in whole or in part, to any third
pnrty. that. Assignor owns and has title IQ the Claim free and clear of any and all liens. security or encumbrances of any kind or nature
and that there arc no offsels or defenses that have been or may be asserted by or on behalf of the Dehtor or any other party to
reduce the amount of the Claim or to impair its value.
4. Should it be detennined that any transfer by the Debtor to the Assignor is or could have been avoided as n preferential payment. Assignor
shall repay such transfer to the Debtor in a timely manner. Should Assignor fnil to repay such transfer to the Debtor. thCtl Assignee. solely at irs
own option. shnll he entitled to make said payment on account of the avoided transfer, and the Assignor shalt indemnify the Assignee for any
nmounts paid to the OC'btor. To the extent Assignor grants to Assignee a Power of Attorney whereby the Assignee is authorized at
Assignee's own expense to defend against nil avoidance nctions, preferential payment and froudulent conveyance actions for the henefit of
the Assignor and the Assignee; however Assignee has no oblig11tion to defend against such actions. lf the Bar Date for filing a Proof of Claim
has passed. Assignee reserves the right, but not the obligation. to purchase the Trade Claim for the amount published in the Schedule F.
5. Assignor is aware that the Purchase Price mny differ from the nmount ultimately distributed in the Proceedings with respect to the Claim and thai
such amount may not he absolutely until entry of a final order confirming a plan of reorganization. Assignor acknowledges that, except as
set forth in this agreement. neither Assignee nor any agent or representative of Assignee has made any representation whatsoever to Assignor regarding
the stntus of the l>roccccllngs ... ihe condition orthe Dentor (linaneia!""orot11cnvisc): aii).'o.thcr mauer-reliif.ing to-the proceedings, the lJebtor. or the
likelihood of recovery of the Claim. Assignor represents that it hns adequate information concerning the business and tinancial condition of the Debtor
and the status of t.hc Proceedings to make an informed decision regarding its sale of the Claim.
6. Assignee wi ll assume all of the recovery risk in tenns of the amount paid on the Claim, if any, at emergence from bankruptcy or liquidation.
Assignee does not assume any of the relating to the amount of the claim attested to by the Assignor. In the event that the Claim is
disallowed, reduced. subordinated or impai(ed for any reason whatsoever. Assignor agrees to immediately refund and pay to Assi gnee. o. pro-
ratn share of the Purchtl se Price equal to the ratio of tl1c amount. of the Claim divided by the Claim. plus 8% interest per annum from
the date of this Agreement. until the date of repayment. The Assignee. as set forth below. shall have no obligntion to otherwise defend tlle
Clnim. and the refund obli gation of the Assignor pursuant to this section shall be absolutely payable to Assignee without regard to whether
Assignee defends the Claim. The Assignee or shall have the right to defend the claim, only ftt its own expense and shall not look to
the counterparty for for legal expenses.
7. To the extent that it may be required by applicable law. Assignor hereby irrevocably appoints Assignee or James S. Riley as true nnd
lawful attorney , as the true and lawful agent and special attorneys-in-fact of the Assignor with to the Claim. with full power of
:;ubstitution (such power of attorney being deemed to be an irrevocnble power coupled with an interest), and aulhori1.es Assignee or James S.
Riley to act in Assignor's stead, ro demand. sue for. compromise and recover all such amounts ns now are. or may hereafter become. due and
p!\yable for or on account of the Claim. litigate f-or any damages. omissions or other related to this claim. vote in any proceedings, or any other
. t do all things necessan
. . Assignor grants unto Assignee
or the interests ot . tha\ thl! powers grauled 'oy p h;U have no obligttllOil to take an.
ac\i,)I\S that m"Y s rights there Assignel!' s sole option. s t of or relating to the Claim.
\O el\force the exercise or to ex.erclSt. SUC , ppO eedings Of in any 0\l\el' dispute ansU\g .. I Qf 'm adminis\mtlY
und that the; AsSignee. . the Claim's validity or amounllll roc . . . ' bitration at tna\. on ai)J!Cill, .
action to ptove or . din s are commenced, and whether \1\ medial ton, ar . , tTect the AsSistunem of Chum
who.!lhCl' or not SUit or Othtt procee gh b}u furthur uou'on l\S may be neceSS!Il')' Of (icstrable tO C: ot' 'lpprop.riate transft
to U1lre sue reason a ... "" ...... ' fun.i 1 r o 1 U1e '
proceedings. Asstgnor - count of the Claim to including, . . .n I 1/J) .uw ... ..., v,, ...
and ally payments or on ac 'lilw:.;(?-.a of AU .. omcy that may be requlleu .
powers, all assignments, an UlS . ......... .:nls distributed on
records (2) the nght IJ.). eJ.CCute on h to deliver cash secuntltS and OtJlei IllS,.._.. h af
of m,e_Cta.Vn by tuuthenticity to 'or upon the order of, the Assignee; and (4) the ng t te
C
- . ther with ull accoatpu.nymg evt ences o . " " ' . , I tl . ' .
the latm, . . 11 b let'tt lllld cash distributions endors.: checks payable to the Asstgnor anu o terwtse exerctse al
tho;: dute ot' thtt> At;reement to recet ve 11 e1 s , . . . . . .
right:; of bendicial ownl!rship of the Claim. The Pun:haser not be requ1red to post a bond ot any nature In connectton wtth thas power o
auorney.
8. Assignor shall forward to Assignee all notices received from the Debtor, cou11 or any third parry with respect to the Clnim, including an)
bullot with regard to voting the Clairn in lhe Proceeding, and shnll such action with to ilie Claim in ilie proceedings, as Assigue(
may reque.st from time to time, including U1e provi!iion to the Assignee of ull nccesslify supporting documentlltion t:vidt:ncing validiry of lhe
Assignor's claim. Assignor acknowledges thut any distribution received b any source, whether in
form of cash,_s_ec.ucitie&.-instr-ument-er-..tny-oth per y ot nghr, is the: property of unci absolutely owned by the Assignee. that holds
and will hold such propel'!y in rcust for the henefir of anti will, at its OWIH::xpense, promptly to Assignee any such property in
the sume form received. togemer with any endorsements or documents necessary to transfer such property to Assignee.
9. In the event of any dispute lU'ising out of or toeluting to this Agreement, whether or not suit or oilier proceedings is conunenced, tmd whelher
in mediation. arbitration, at trial, on appeal, in proceedings, or in bunkruptcy (including, without limitation, any adversary
pi'Oceeding or contested nu1tter in any bunkruptcy case filed on uccoulll of the Assignor), the prevailing pal'ty shall he entitled to its costs and
expt:nses incurred. including reasonable attorney fees.
10. The terms of this Agreement shall he binding upon, and shall inure to the benefit of Assignor. Assignee und their respective successors
assigns.
I J. Assignor hereby that may at uny time l'ur1her assign Claim with all rights, Litle and intet-.;sts or Assignee under
this Agreement. All representations und wmranties of the Assignor made herein survive the execution ami delivery of this Agreemem. This
Agro;: ement muy be executed in counterpmts and all such counterparts taken together be to eonstitule a singlo agf\!ement.
12. This contract is not valid and enforceable without acceptance 01' this Agreement with all necessary supporting documents by lhe Assignee,
as evidenced by a countersignature of U1is Agreement. The Assignee may reject the proffer of this contract f or uny reason whatsoever.
13. '!'his Agreement shall be governed by und construed in with the laws of the Stille at' Calili>rnin. Any action arising under or relating to
thi s Agreement may be brought in state or tedernl court located in Culifornia, und Assignor consents to and confers persouul jurisdiction ovo;:r
Assignor by such court or courts a.t\d agrees that service of muy be upon by rnailiog a copy of said to at the address
set forth in this Agl'eemem, and in any action hereunder. Assignor and Assignee wuive any right to demand a trial by jury.
You must include invoices, purchase orders, and/or proofs of delivery that relate to the claim.
reby acknowledgt!S and consents to all of the rerms set forth in U1is und hereby waives its right ro raise any objection
d its right to rl!ceive notice pursuunt to rule 300 I of the rules of the procedure.
ITN S WHEREO , the undersigned Assignor hereto sets hiti hand of lO.
Phone Number
Sii!IT<I Liquidity Fund, U..C et at.
'2699 White Rd. Ste 255, lrvine, CA 92614
949-660- J 144 x 10 or 22; fax: 949-660-0632
s;Jugu!oo! @sierml\mds.coln
E: -1 c Co
Nume of Company
c:=-Jr JL&J vooJ fu_OJ.d__e.,
Street Address
. /
,-eSt ae ll-+ d\ \ b0---'41 )( ) r :J ':J
City, State & Zip
4r 7;:) f
Email
10/ 12/201 0