UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:
GRAND PRIX FLOATING LESSEE LLC
INNKEEPERS USA TRUST, et al.
Debtors
Chapter 11
Case# 10-13826 & 10-13800
NOTICE OF TRANSER OF CLAIM PURSUANT TO
F.R.B.P. RULE 3001(E) (1)
Transferor: Solo Foods
409 Centinela Avenue
Inglewood, CA 90302
Your claim in the amount of $2,346.57 against the Debtors has been transferred to:
Transferee: Sierra Liquidity Fund, 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 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 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 __ Transferee ____ Debtor's Attorney __ _
Deputy Clerk
Transfer of Claim
INNKEEPERS USA TRVST,erat.
alk/a GRAND PRIX FIXED LESSEE LLC & GRAND PRIX FLOATING
LESSEE LLC & GRAND PRIX ANAHEIM ORANGE LESSEE LLC
Tills agreement (the "Agreemenf') is entered into between 'Sob 'roo .l--& -=r (\ <:.- .
u.nd Sierra Liquidity Fwul, lLC or assignee ("Assignee") with regard to the following matters:
.... .... ("Assign01")
1. Assignor in consideration of the sum of ) of tho wrrent amount outstanding In u.s. non..... on the
Assfanor's trade claim (the "Purchase Price''), does hereby transfer to Assignee all of the Assignor's title and intere.l in and to all of the
claims of Assignor, including the right to amounts owed under any executory contract and any respe<:tive cure amount rclat<d to the potential
assumption and cure of such a contract (the "Claim"), against Innkeepers USA tt aL (affiliates, subsidiaries and other relatOO debtors)
(the "Debtor"), in proceedings for reor lion (the "Proc ")In the United State.o Bankruptcy Court, Southern District of New York, In
the current amount of not less than [ill$ert the amoDilt due, which shall he defined as
"the Claim Amount''], and all rights d ben ts of the Assignor relating to the Claim including, without llmltation, Assignor's rights to
receive penalties and f=s, if any, which may be paid with respect to the Chum, 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 io litigate, receive litigation proceeds aud auy
and all votiog rights related to the Claim . lbe Claim is based on amounts owed to Assignor by Debtor as set forth below and thJ.g assignment
is an absolute and unconditional assignment of ownership of the Claim, and shall not be deemed to create a security internst.
2. Assignee shall be entiUed to all distribution< made by the Debtor on account of the Claim, even distributions made and attributable to the
Claim being allowed in the Debtor' case, in lin amount In excess of the Claim Amount Assignor represents and warrants that the amount of
the Claim is not less than the ChUm Amount, that thJ.g amount is the true and correct amount owed hy the Debtor to the Assignor, aJld that no
valid defene or right of set-off to the Claim exists.
3. Assignor further represents and wammts that no payment has been received by Assignor or by any third pariy claiming through Assignor, In
full or partial satisfaction of the Claim, that Assignor has not previously assigned, soW or pledged the Claim, in whole or In to any third
party, that Assignor owns and has title to the Claim free and clear of any and all liens, security inte.-..ts or encumbrances of any kind or nature
whatsoever, and that thre 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 prtforential 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 avoidod transfer, and the Assignor shall indemnify the Assignee for any
amounts paid to the Debtor. To the exteot nec"-'sary, 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 ccnveyance actions for the benefit of
tlm A"ignor and the Assignee; however Assignee has no obligation to defend against such actions. If the Bar Date for ftllng a Proof of Claim
has passed. Assignee reserves the but not the obligation, to putebase the Trade Claim for the amount published in the Schedule F.
5. Assignor is aware that the Purchase Price may differ from the amount uhlntately distributed in the Proceedings wlth repect to the Claim snd that
such amount may not be absolutely dctennined until entry of a fmal order confuming a plan of reorganization. Assignor acknowledges that, except as
set forth in this agreement, neither Assignee nor a:ny agent or representative of Assignee has made any representation wha18oever 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, or the
likelihood of recovery of the Oahn. Assignor represents that it has adequate information concerning the and fin.enclaJ condition of the Debtor
and <he status of the Proceedings to make an lnfonned decision regarding its sale of tho Claim.
6. Assignee will assume all of the recovery risk In terms of the amount paid on the Claim, lf any, at emergence from bankruptcy or liquidation.
Assignee does not asswne 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 irruuediately refund aud pay to Assignee, a pro-
rata share of the Purchase Price equal to the ratio of the amount of the Claim disallowed divid<d by the Claim, plus 8% interest per annum from
the date of this Agreement until the date of repayment The Assign..,, as stt forth below, shall have no obligation to otherwise defend the
Claim, and the refund obligation or the Assignor pursuant to this section shall be absolutely payablt to Assignee without regard to whether
Assignee defends the Claim. The Assigriee or Assignor shall bave the right to defend the claim, only at Its own expense and shall not look to
the counterparty for any reimbtmement 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 its true and
lawful attmney , as the true and lawful agent and special attorneys-in-fact or the Assignor with respect to the Claim, with full power of
substitution (such powc:r 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 deiJUUld. sue for, compromise and recover aU such amounts as now are. or may hereafter become, due and
payable for or on accowu of the Claim, lltigatt for any damages, omissions or other related to this claim, vote in any proceedings, or any other
/ # P68t6lt>OlSl: c2900996t6r gp:oc;:or-6o-6o
t>681?6TI?0TU
actions that may enhance recovery or protect the inten:st.s of Ute Claim. Assignor grants unto Assignee fuJI authority to do all things necessary
to enforce the Claim and Assignor's rights there under. Assignor agrees that the powers granted by this paragrapll are discretionary in nature
and that the Assignee may e,;ercise or decline to exercise such powers at Assignee's sole option. Assignee shall have no obligation to take any
action to prove or defend the Claim's validity or amount in the Proceedings or in any other dispute arising out of or rchlting to lhe Claim,
whether or not suit or other proceedings are commenced, and whether in mediation, arbitration. at trial. on appeal, or in administrative
prococdings. Assignor agrees to take such reasomlble further action, as may be necessary or de!iirable to flffect the Assignment of the Claim
nnd any payments or distributions on account of the Claim to Assignee including, without limitation, the execution of appropriate transfer
powers, coq>orate resolutions and coll!lents. The Power of Attorney shall include without limitation, (1) the right to vote, inspect books and
records, (2) the right to execute on behalf of Assignor, all as!!ignments, certificates, documents ltlld instruments that may be required for the
purpo9fl of trru18ferring the Claim owned by the Assignor, (3) the right to deliver cash, securities and other instruments distributed on account of
Ute Claim, together with all accompanying evidences of transfer and authenticity to, or upon the order of, the and (4) the right after
the date of dtis Agreement to re<:eive all benefits and cash distributions, endorse checks payable to the Assignor and otherwise exercise all
rights of beneficial ownership of the Claim. The Purchaser shall not be Iequired to post a bond of any nature in connection with this power of
attorney.
8. Assignor shall forward to Assignee all received from the Debtor, the court or any third party with respect to the Claim. including any
ballot with regard to voting Ute Claim in the Proceeding, and shall take such 1u.:tion wilh to the Claim in Ute proceedings, as A!!signee
ntay from time to time, including the provision to Ute Assignee of all necessary supporting ducuml!ntation evidencing the validity of the
Assignor's claim. Assignor acknowledges that any distribution received by Assignor on account of !he Claim from any source, whether in
form of cash, secwities, instrument or any other property or right, is the property of and absolutely owned by the Assignee, that Assignor holds
und will hold such property in trust for the benefit of Assignee and will, at its own CApense, promptly deliver to Assignee any such property in
tbe same form received, together with any endorsements or docwnents necessary to transfer such property to Assignee.
9. In the event of any dlsput.e arising out of or relating to this Agreement, whether or not suit or other proceedings commenced, and whether
in mediation, arbitration, at trial, on appeal, in administndive proceedings, or in bankruptcy (including, without limitation, any adversary
proceeding or contested matter in any bankruptcy case tiled on nccount of the Assignor), the prevailing party shall be entitled to its costs and
expense!! incurred, including reasonable attorney fees.
10. The terms of this Agreement shall be binding upon, and sh111J inure to the benefit of Assignor, Assignee and their respective successors and
assigns.
ll. Assignor hereby acknowledges that All11ignee may at any time fulther assign the Claim togefuer with all rights, title and interests of Assignee under
this Agreement. All and Wliiillllticll of lhe Assignor made herein shall survive the execution and delivery of this Agreement. This
Agreement may be executed in countcrpllrt11 and all such counterparts taken together shall be deemed to constitute a agreement
12. This contract is not valid and enforceable without acceptance of this Agreement with all necessary supporting docwnents by the Assignee,
os evidenced by a countersignature of Ibis Agreement. The Assignee may reject the proffer of this contract for any reason whatsoeYe{".
13. This Agreement shall be governed by and consnued in accordance with the lllWS of lhc Slate of California. Any action arising under or relating to
this Agreement may be brought in any state or federal court located in California, and Assignor consents to and confers personal jurisdiction over
Assignor by such court or court3 md that service of process may be upon Assignor by mailing a copy of said process to Assignor at the address
set fot1b in thl11 Agreement. and In any action hereunder, Assignor and Assignee waive any right to demand a trial by jury.
You must Include lnvolces, pyrchase orders, and} or proofs of delivery that relate to the claim,
Assignor hereby acknowledges and consents to aU of the tenns set forth in this Agreement and hereby waives its right to ra.ise any objection
thereto and its right to receive notice pursuant to ruJe 3001 of the rules of the Bankruptcy procedure.
TN WITNESS WHEREOF, the undersiJ:Ded Assignor hereto sets his hand this _9_ day of be,r;2010.

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[Print Name and Title]
( '5\u') L....\ \ '1 - '::i '2.....l
1ii1oT1e Numbei' '
Sierra Liquidity Fund, LLC et al.
2699 White Rd, Ste 255, Irvine, CA 92614
949-660-1144 x 10 or 22; fax: 949-660-0632
saugust@!lierrafunc!s.cQm
/1. # P6SP6 S :
Street Address
9/8/2010