UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:
Chapter 11
GRAND PRIX FIXED LESSEE LLC
INNKEEPERS USA TRUST, et al.
Debtors Case# 10-13825 & 10-13800
Transferor:
NOTICE OF TRANSER OF CLAIM PURSUANT TO
F.R.B.P. RULE 3001(E) (1)
Prinova
PO Box 1089
San Jose, CA 95108
Please note that your claim in the amount of$499.37 has been partially transferred in the amount of
$264.54 (unless previously expunged by court order) to:
Transferee: Sierra Liquidity Fund, LLC
2699 White Road, Suite 255
Irvine, CA 92614
The transferred amount of $264.54 represents an amount sold by Prinova 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 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. __ -:::------:;c----
Copy: (check) Claims Agent __ Transferee ____ Debtor's Attorney ___ _
Deputy Clerk
Transfer of Claim
INNKEEPERS USA TRUST, etat.
a/k/a GRAND PRIX FIXED LESSEE LLC & GRAND PRIX FLOATING
LESSEE LLC & GRAND PRIX ANAHEIM ORANGE LESSEE LLC
7
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This agreement (the "Agreement") is entered into between ----'-'-"'_,_'_ ("Assignor'")
and Sierra Liquidity Fund. LLC or assignee ("Assignee") with regard to the following matters:
I. Assignor in consideration of the sum of Jf the current amount outstanding in U.S. Dollars on the Assignor's
trade claim (the "Purchase Price"), does hereby transfer to Assignee all of the Assignor's ri ght, title and interest in and to all 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 Trust, et a/. (affiliates, subsidiaries and oUter related debtors) (the
''Debtor"), in proceedings frw rPnJ:aAnizarion (the "Proceedinf!s") in the United States Bankruptcy Court, Southem District of New York, in the
ctuTent amount of not less - _____ Cj U,t{.S'-1 [insert the amount due, which shall be defined as
"the Claim Amount"], and all ri ghts and benefits of the Assignor relating to the Claim including, without limitation, Assignor's rights to
receive interest, penalties and fees, if any, which may he 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, ri ght to litigate, receive li tigation proceeds and any
and all voting rights relmed 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 distribut ions 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 warrants that the amount of
the Claim is not less than Ute Claim Amount, that this amount is the true and coTect amount owed by the Debtor to U1e 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 Claim, that Assignor has not previously assigned, sold or pledged the Claim, in whole or in pa11. 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 he asserted by or on behalf of the Dehtor or any other pa11y 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 Assi gnor 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 indemnify the Assignee for any
amounts paid 10 the Debtor. To the extent necessary, Assignor grants to Assignee a Power of Attomey whereby the Assignee is authorized at
Assignee's own expense to defend against 1111 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 fili11g a Proof of Claim
passed. Assignee reserves the right, but not the obligation, to purchase the Trade Claim for the amount published in Ut e Schedule F.
5. Assignor is aware 1hm the Purchase Price may differ from the amount ultimately distri buted in the Proceedings wi th respect to the Claim and that
such amou nt may not be absolutely determined until entry of a fi nal 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 swrus oi rhe Proceedings, the condition of the Debtor (financial or otherwise), any other matter relating to the proceedings, the Dehror, or 1he
likelihood of recovery of the Claim. Assignor represents that it has adequate informat ion concerning the business and financial condit ion of the Debtor
nnd the s1atus of the Proceedings to make an informed decision regarding irs sale of the Claim.
6. Assignee will assume all of the recovery risk in terms of the amount paid on the Clai m, if any. at emergence from bankruptcy or liquidntion.
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 rat io of the amount of the Claim disallowed divided by the Claim, plus 8% imerest per annum from
the date of this Agreement tlntil the date of repayment. The Assignee, as set fonh below. shall have no obligation ro otherwise defend tJ1e
Clai m. and Ute refund obligation of the Assignor pursuant to thi s 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 nt its own expense and shall not look ro
the counterparty for any reimbursement for legal expenses.
7. To the extent that it may be required by applicable Jaw, Assignor hereby irrevocably appoints Assignee or James S. Riley as its true and
lawful nttomey . as the true and lawful agent and special attorneys- in-fact of the Assignor wit h respect to the Claim. with full power of
substitut ion (such power of attomey being deemed ro be an irrevocable power coupled with an interest). and authorizes Assignee or James S.
Riley to act in Assignor's stead. ro demand. sue for, compromise and recover all such amounts as now are. or may hereafter become. due and
payable for or on account of Ute Claim. litigate for any damages. omissions or other related to tltis clai m. vote in <my proceedings. or any other
actions that may enJ1ance recovery or protect the interests of the Claim. Assignor grams unto Assignee full authority to do all things necessary
to enforce the Claim and Assignor's rights there under. Assignor agrees that the powers granted by this paragraph are discretionary in nature
and that the Assignee may exercise or decl ine 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 relating to the Claim.
whether or not suit or other proceedings are commenced. and whether in mediation, arbitration, at trial, on appeal, or in administrative
proceedings. Assignor agrees to take such reasonable funher action. as may be necessary or desirable to effect the Assignment of the Claim
and any payments or distributions on account of the Claim to Assignee including, without limitation, the execution of appropriate transfer
powers, corporate resolutions and consents. The Power of Attomey shall include without limitat ion, ( I ) the right to vote, inspect books and
records, (2) the right to execute on behalf of Assignor, all assi gnments, cenificates, documents and instruments that may be required for the
purpose of transferring the Claim owned by the Assignor, (3) the right to deli ver cash, securit ies and other instruments distributed on account of
the Claim. together wi th all accompanying evidences of transfer and authenticity to, or upon the order of, the Assignee; and (4) the right after
t.he date of this Agreement to receive all benefits and cash distributions. endorse checks payable to the Assignor and otherwise exercise all
ri ghts of beneficial ownership of the Claim. '01e Purchaser shall not be required to post a bond of any nature in cormection with this power of
attomey.
8. Assignor shall forward to Assignee all notices received from the Debtor, the court or any third pany with respect to the Claim. including any
ba llot with regard to voting the Claim in the Proceeding, and shall take such action with respect to the Claim in the proceedings, as Assignee
may request from time to time, including the provision to the Assignee of all necessary supporting documentation evidencing the validity of the
Assignor's claim. Assignor acknowledges that any distribution received by Assignor on account of the Claim from any source. whether in
fom1 of cash. securities, instrument or any other property or ri ght, is the prope11y of and absolutely owned by the Assignee, that Assignor holds
and will hold such propeny in trust for the benefit of Assignee and wil l. at its own expense, promptl y deliver to Assignee any such propet1y in
the same fonn received. together with any endorsements or documents necessary to transfer such prope11y to Assignee.
9. In the event of any dispute arising out of or relating to this Agreement, whether or not suit or other proceedings is commenced, and whether
in mediation, arbitration. at trial, on appeal, in admini strative proceedings, or in bankruptcy (including, without limitation. any adversary
proceeding or contested mauer in any bankruptcy case filed on account of t11e Assignor). the prevailing pal1y shall be entitled to its costs and
expenses inc111Ted, including reasonable attomey fees.
10. The terms of thi s Agreement shall be bi nding upon, and shall inure to the benefit of Assignor, Assignee and their respective successors and
assigns.
II . Assignor hereby acknowledges that Assignee may at any time further assign the Claim together with all ri ghts. title and interests of Assignee under
this Agreement. All representations and warranties of the Assignor made herein shall survive the execution and delivery of this Agreement. This
Agreemem may be executed in counterparts and all such counterpans taken together shall be deemed 10 const itute a single agrccrncn1.
12. Thi s contract is not valid and enforceable without acceptance of this Agreement with all necessary supporting documents by the Assignee.
evidenced by a countersignatme of t11 is Agreement. The Assignee may reject the proffer of this contract for any reason whatsoever.
I J. This Agreement shall he governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to
this Agreement may be brought in any state or federal coun located in California. and Assignor consent s to and confers personal jurisdiction over
Assignor by such coun or courts and agrees that service of process may be upon Assignor by mailing a copy of said process 10 at the address
set forth in this Agreement. and in any action hereunder, Assignor and Assignee waive any ri ght 10 demand a trial by jury.
You must include invoices, purchase orders, andlor proofs of delivery that relate to the claim.
Assignor hereby aclmowledges and consents to all of the terms set fot1h in this Agreement and hereby waives its right to raise any objection
thereto and its right to receive notice pursuant to rule 300 I of the rules of the Bankruptcy procedure.
IN WITNESS WHEREOF. the undersigned Assignor hereto sets his hand this \<;;. day or0d<l . 2010.
AT'fEST .

Signature \l
G . \''\ 7 c\\
[Print Name and Title]
'0 \0- 0
Phone Number
Sierra Liquidit y Fund, LLC el a/.
2699 Whit e Rd, Ste 255, Irvine, CA 926 14
949-660- 11 44 x 10 or 22; fax: 949-660-0632
Ci!:siemtfundS.L' I)llJ
Name of Company
LU, <;;:,&
Street Address
\-\ \\ 'i \_,) '\._ {\
City, State & Zip
'
Agreed nd Acknowledged,
Sierra L1 uidity Fund, LLC
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Emai l
10/12/20 10