UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:
GRAND PRIX FLOATING LESSEE LLC
INNKEEPERS USA TRUST, eta/. Chapter II
Debtors Case# 10-13826 & 10-13800
Transferor:
NOTICE OF TRANSER OF CLAIM PURSUANT TO
F.R.B.P. RULE 3001(E) (1)
Northeast Refrigeration & Air Condition
27 Railroad Avenue
Albany, NY 12206
Please note that your claim in the amount of$2,046.34 has been partially transferred in the amount of
$354.08 (unless previously expunged by court order) to:
Transferee: Sierra Liquidity Fund, LLC
2699 White Road, Suite 255
Irvine, CA 92614
The transferred amount of $354.08 represents an amount sold by Northeast Refrigeration & 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 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. __ - : : o - ~ 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
This {the "Agreement") is entered into between N E.-J2e -t A-\ L i\C... r ("Assignor")
nnd Sterra Ltqllldity Fund, LLC or assignee ("Assignee") with regard to the atten;: ,...._
l. Assignor in considerlltion of the sum of . . . . . >f the current amount outstanding in U.S. Dollal':'l on the
trade clnim (the "Purchase Price''), does hereby trnnsfur to Assignee all of the Assignor's right, tltle and interest in and to all of the claims of
Assignor. including the right to amounts owed under any executory contract and :my respective cure amount related to the potential assumption
nnd cure of such n contract (the "Claim"). against Innkeepers USA Tmst, ct al. (affi liates, subsidiaries and other related debtors) (the
"Debtor"), in proceedings for reorganization (thc."Pr.oceedillt(s'') in States Bnnkmptcy Court, Southern District of New Ymk, in the
current amount of not less than __ </fp::> ]', 0 _ _ L.____(immrt the :unount due, whJch shall be defined as
"the Claim Amount"], and all right-; and bcneffts 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. cure payment<>,
and other property which may be-paid ot issued by the Debtor in satisfaction of thC" Claim, right to litlgatt, receive litigation proceeds nncf any
and all voting rights related to the Claim - The Claim is based on amounts owed to Assignor by Debtor as set fonh below and this nssignment
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 mnde by the Debtor on account of the Claim, even distributions made and attributable to the
CJQim being allowed in the Debtor's cnse, in an amount in excess of the Clitim 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 exists.
3. Assignor further represents and warrants tltat 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 bas 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 J.iens. security or encumbrances of any kind or nature
whatsoever. and that there arc 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 detennincd that any transfer by the Debtor to the Assignor ill or could have been nvoided as a preferential payment. Assignor
shall repay such transfet to the Debtor in a timely manner. Should Assignor fail to repay such transfer to the Debtor. then Assignee. solely at its
own option. shnll be entitled to make said payment on account of the avoided transfer, and the Assignor shall indemnify the Assignee for any
nmounts pnid to the Dc>btor. To the extent nccessar.y, Assignor grants to Assignee a Power of Ar.tomcy whereby the Assignee is authorized at
Assignee's own expense to defend against nil avoidance nctions, preferential payment suits, and f.rnudulcnt conveyance actions for the heoefit of
lhe Assignor and the Assignee; however Assignee has no obligation tx> defend against such actions. If the Bar Date for filing a Proof of Claim
has passed, Assignee reserves the right, but not the obligari.on. 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 nmouot ultimately distributed in the Proceedings with respect to the Claim and that
such amount may not he absolutely determined until entry of a final order confirming a plan of reorganization_ Assignor that, except as
set forth in this agreement. neither Assignee nor any agent or representative of Assignee mnde any representation whatsoever to Assignor regarding
the stntus of the f.>rocccolngs."the condition oT "ihe Dentor (finiinciaJ"or .. otnci-Wisc):-anY"o-tlicr matter- reliifirlg-to-tlie prticecdings, the Debtor. or the
likelihot'd of recovery of the Claim. Assignor represents thnt it adequate infonnation concerning the business and financial condition of the Dehtor
and the "of the Proceedings to make 1'111 infonned <lccision regarding its sale of the Claim.
6. Assignee will 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 a.l\sume <lny of the risk relating to the amount of the claim atte!ited to by the Assignor. ln the event that the Claim is
disallowed, reduced, subordinated or impai(ed for any reason whatsoever. Assignor agrees to immediately refund and pay to Assignee. a pro-
rata share of the Purchase Price equal to the rati o 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 forth below, shall have no obligntion to otherwise defend the
Claim. and the rerund obligation of the Assignor pursuant to this section shall be absolutely payable to Assignee without regard to whether
Assignee defends the Claim. The or Assignor shall have the right to defend the daim, on(y nt its own expense and shnll not look to
the counterparty for ;my reimbursement for legal expenses.
7. To the extent that it may be required by applicable law. hereby irrevocably appoints Assignee or James S. Riley as tn1e and
lawful attorney , as lhe true and lawful agent and special attorneys-in-fact of the Assignor with respect. to the Claim. with full power of
substitution (such power of attorney being deemed to be nn irreVQcnble power coupled with an interest), and authori7.es Assignee or James S .
Ri ley to act in Assignor' s stead, to demand. sue for. compromise and recover all such amounts as now are. or may hereafter become. due and
pl\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
. to do all things
. f ll uuthonty . t n
. 'm Assignor grants unto Asslgnceli: aragraph na ,
or the intel-ests ot Cltu . . . that the powers granted by p ha\l have no to take an.
ac\i<) l\S that rights thel'e Assignee's sole option. of or relating to the Claim,
Proceedings in an:; :ia\,
011
appeal, or in
a.:tio" to pto'le or - d' s are commenced, and whether m mediatton, ar . l ffect the of the Clo.un
whdl\o:r or not smt or othc:r procee mgh bl" further action as may be necessary or-<tesu-ab e .. ,;"n of uppropriate u.msft
to utke sue reasona ... ' . 'th J..i.oliUHion U1e e.x........-
proceedings. Assignor ugrees - o t of the Claim to Assignl.!e indudmg, WI out uw .. Ul v,, ...
:md any payments or on ace un1ih.:. l'oo.o.a- of iw.:h,jg ...,.l.lh9 "'t lhat may bt: require"' '.
powerr., AJgrit>r, all assignments, an tJU1S . tMJli:nls distributed on
records (2) the nght to-e:u:Cllte on . ht to deliver cash secuntlt$ and o 1er IllS h af
of IJ'ansti:rring U1e.Gtttim by (3) uuthenticity to 'or upon the order of, the Assignee; and (4) the ng t te
- th with ull accompanymg evt ences o trans.-.r , . tl . ' .
the Clatm. _toge er . .
11
b
1
..
1
... d cash distributions endon;t: checks payable to the Asstgnor anu o Jerwtse ex.erctse a1
the; dutc ot llus At,:reement to recmve a ene 1 s an . . . . . . .
of beneficial ownel'ship of che Claim. The Purchaser shiill not be requtred to post a bond ot any uuture m cotlnecuon wttn thts power o
attorney.
8. Assignor shall forward to all notices received from the Deblor. coun or any third party with to Clnim, including
bullot with regard to voting the Claim in the Proceeding, and shnll such action with to tile Claim in the ns Assignet
muy request from time to time. including the provision to the Assignee of ull necessary supporting documenhltion the validity of lhe
Assignor's claim. Assignor acknowledges !hut any distribution received by Assignor on account of lhe Cluim from source, wheU1er in
fom1 of cash, securitiet>. instrument or any other property or right, is tht! property of und absolutely owned by U1e Assignee. that holds
und will hold such property in trust tor the benefit of At>slgnce aud will, at its own c:xpeuse, promptly deliver to Assignee uny such property in
the sume form received. together with llilY endorsements or documents necessury to uunsfer such property to Assignee.
9. In tht! event of :my dispute arising out of or relating to this Agreement, whether or not suit or ocher proceedings is commenced, and whelhec
in mediution. arbitration, at rriul. on appeal, in :tdrninislrative proceedings, or in bunkruptcy (including, without limittHion. any adversary
pi'Oceeding or contested matter in any bunkruptcy case filed on account of the Assignor), the prevailing p:tny shall he entilllld to its costs and
expenses incurred, including 1-easonable altomcy t'ccs.
I 0. The terms of this Agreemem shall be binding upon. and shall inure to the benefit of Assignor. Assignee und their respective successors and
assigns.
II . Assignor hereby ack.nowledgcs thai As:;ignec: mny at uny lime run her assign the Claim tOgether with all rit,:hts, litle und or Assignlle under
this Agreement. All representations und W<uranties of the Assignor mnde herein :;hall survive the el'.ecution ami delivery oi this At;reemem. This
Agreement muy be executed in coumerpmts and all such counterparts taken togdher be deemc;d 10 conslilule n singlo agn:ement.
12. This contract is not valid a.nd withoul acceptance of this Agreement with all necessary supponing documenls by the Assignee,
as evidenced by a countersignature of U1is Agreement. The Assignee may reject the proffer of this contract for any reason whatsoever.
13. This Agreement shaH be governed by und construed in nccord<ulce with the laws of the of Calili>rnin. Any action arising under or relating to
this Agreement may be brought in <Ul)' or l'ederol court located in Culifornia, und Assignor <:onsents 10 and confc:rs pe1souuJ jurisdiction ovc;r
Assignor by such court or courts a.t1u agrc:cs thai service of process muy be upon Assignor by mailing a copy of said process 10 at the address
set ionh in this Agreemenr, and in any hereunder. Assignor and Assignee waive any right to demand a trial by jury.
You must include invoices, purchase orders, and/or proofs of delivery that relate to the claim.
Assignor reby acknowledges and consents to all of the rerms set forth in U1is und hereby waives its right ro raise aJI)' objection
d its right to notice pursuant to rule 300 I of lhe rules of the Bankruptcy
ITNE S WHEREO , undersigned Assignor hereto sets his hand day of Cficb'coLO.
[Print Name
5lCQW
PMne Number
Sierra Liquidity Fund, LLC et at.
2699 White Rd. Ste 255, lrvine, CA 92614
949-660-1144 x 10 or 22: fax: 949-660-0632

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