UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:
Chapter 11
GRAND PRIX RIGG LESSEE LLC
INNKEEPERS USA TRUST, eta/.
Debtors Case# 10-13860 & 10-13800
Transferor:
NOTICE OF TRANSER OF CLAIM PURSUANT TO
F.R.B.P. RULE 3001(E) (1)
The Water Man
PO Box727
La Habra, CA 90633
Please note that your claim in the amount of$751 .38 has been partially transferred in the amount of
$210.54 (unless previously expunged by court order) to:
Transferee: Sierra Liquidity Fund, LLC
2699 White Road, Suite 255
Irvine, CA 92614
The transferred amount of$210.54 represents an amount sold by The Water Man 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 Attomey ___ _
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 agreement (the 'Agreement'') is entered into between ("Assignor")
and Sierra Liquidity Fund, LLC or assignee ("Assignee") with regard to the following matters:
l. Assignor in consideration of the sum ol . __ .... , vY the current amount outstanding in V.S. Dollars 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 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 Tmst, et af. (affiliates. subsidiaries and other related debtors) (the
'Debtor"), in proceedings for reorg<v1izationi1be ''Proceedings") in thel.JJiited States Bankruptcy Court. Southern District of New York, in the
current amount of not less - # -z J& J (J]fJ [insert the amount due, which shall be defined as
"the Claim Amount"], and all rights 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 be paid with respect to the Claim, and all cash. securities, instruments, cure payments.
and other propeny which may be paid or issued by the Debtor in satisfaction of the Ciaim. 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 waiTants that the amount of
rhe Claim is not less than the Claim Amount. that this amount is the tme 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 Claim. 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 asse1ted by or on behalf of the Debtor or any other party to
reduce the amount of the Claim or to impair its value .
.l. 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 indemnify 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 obligation. to purchase the Trade Claim for the amount published in the Schedule F.
5. Assignor is a\vare that the Purchase Price may differ from the amount ultimately distributed in the Proceedings with respect to the Claim and that
such amount may not be absolutely determined until entry of a tina! 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 surus rJf r.hc Proceed!ngs. the cond!tion of the Debtor or othenvise). Jny other matter relating to the pmcecding:s. the Debtor. or the
likelihood of recovery of the Claim. Assignor represents that it has adequate information conceming the business and financial condition of the Debtor
,md the status of the Proceedings to make an informed decision regarding its sale of the Claim.
6 .. \ssignee \Viii assume ctll of the recovery risk in terms of the amount paid on the Claim. if any. at emergence from bankntptcy or liquidation.
\ssignee does not assume any of the risk relating to the amount of the claim ,utested to by the Assignor. In the event that the Claim is
disallo\ved. reduced. subordinated or impaired for any reason \vhatsoever. Assignor agrees to immediately refund and pay ro Assignee. a pro-
rata share of the Purchase Price c:4ual to the ratio of the amount of the Claim disal!owed divided by the Claim. plus 8c interest per a1mum from
the dare of this Agreement until the date of repayment. The Assignee. as set forth below, shall have no obligation to othenvise defend the
Claim. and the refund obligation of the Assignor pursuant to this section sh,lll be absolutely payable to Assignee without regard ro \\-"hether
Assignc:e defends the Claim. The Assignee ,)r Assignor shall ha\e the right to defend the claim. only at its O\\n c:x.pense and shall not look to
the O..:l1Utlterpany for reimbursement for kgal expenses.
: To the e'\tent th,H it ma;. be re4uirc:d by J.ppliCJble ]J\V. Assignor hereby irrevo(:abl;' appoints or James S. Riley as its true: and
h<.\ ful atromcy J::> true and \;1\\ful agent .md special of the Assignor \vith respect to the Claim, \\ ith full power (Jf
.;;ubstitution ( )UCh pnwcr of attomey being Jeemed to be an irrevocable po'xer ..::oupleJ with an interest!. and authorizes Assignee or L1mes S.
Riley to act in Assignor':; stead. to demand. sue for. compromise: Jnd reco\er all such ,1mounts :1s 110\\" :ue. or may hereafter become. Jue and
r1:able for <)ron ,\Ccount of the CL1im. litigJtc: fnr damages. omissions other related to this claim. \"Ote in ,my proceedings. ur ,my \Hher
act ions that may enhance recovery or protect the interests of the Claim. Assignor grants 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 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 arisi ng out of or relating to the Claim,
whether or not suit or other proceedings are commenced. and whether in mediation, arbitration. at tri al, on appeal, or in administrative
proceedings. Assignor agrees to take such reasonable furt her 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 limitation, ( I) the right to vote, inspect books and
records. (2) the ri ght to execute on behalf of Assignor, all assignments, certificates, documents and instmments that may be required for the
purpose of transferring the Claim owned by the Assignor, (3) the right to deliver cash, securities and other instmments distributed on account of
the Claim. together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Assignee; and (4) the right after
the date of this Agreement to receive all benefits and cash distributions, endorse checks payable to the Assignor and otherwise exercise all
rights of beneficial ownershi p of the Claim. The Purchaser shall not be required to post a bond of any nature in connect ion with this power of
attorney.
8. Assignor shall forward to Assignee all notices received from the Debtor, the court or any third party with respect to the Claim. including any
ballot 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 right, is the property of and absol utely owned by the Assignee, that Assignor holds
and wi ll hold such property in trust for the benefit of Assignee and will. at its own expense, promptly deliver to Assignee any such property in
the same form received, together with any endorsements or documents necessary to transfer such property to Assignee.
9. In the event of any dispute arisi ng 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 administrati ve proceedings, or in bankruptcy (including, without limitation, any adversary
proceeding or contested matter in any bankruptcy case filed on account of the Assignor), the prevailing party shall be entitled to its costs and
expenses incurred. including reasonable attomey fees.
I 0. The terms of this Agreement shall be binding upon. and shall inure to the benefit of Assignor, Assignee and their respecti ve successors and
assigns.
I I . 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 deli very of this Agreement. This
Agreement may be executed in counterparts and all such counterparts taken together shall be deemed to constitute a single agreement.
12. This cont ract is not valid and enforceable without acceptance of this Agreement with all necessary supporting documents by the Assignee.
as evidenced by a countersignature of this Agreement. The Assignee may reject the proffer of this contract for any reason whatsoever.
13. Thi s Agreement shall be governed by and constmed 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 court located in California. and Assignor consents to and confers personal jurisdiction over
Assignor by such court or courts and agrees that service of process may be upon Assignor by mailing a copy of said process to Assignor at the address
set forth in this Agreement. and in any action 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 hereby acknowledges and consents to all of the terms set forth 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 ...!.i__ day of OCTOBER 2010.


DENNIS M POORE/PRESIDENT
lPrint Name and Title]
562 691-7731
Phone Number
Sierra Liquidity Fund, LLC eta/.
2699 White Rd, Ste 255, Irvi ne, CA 926 14
949-660- 11 44 x I 0 or 22; fax: 949-660-0632
saueust @sicrrafunds.com
THE WATER MAN
Name of Company
115 S EUCLID ST
Street Address
L A. HABRA. CA. 90631
Email
I 0/12/20 I 0