UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

------------------------------------X
INNKEEPERS USA TRUST, et al.
Debtors
Chapter 11
Case lll0-13800
Claim # 40
NOTICE: TRANScER Oc CLAIM PURSUANT TO FRBP RULE 3001(e) (2) OR (4)
To: (Transferor) Arctica Ice Cream
500 NE 185th Street
Miami, FL 33179
The transfer of your claim (ll40) shown above, in the amount of $210.25 has
been transferred (unless previously expunged by court order) to:
SIERRA LIQUIDITY FUND, LLC
2699 WHITE RD. 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
Southern District of New York
Attn: Bankruptcy Clerk
One Bowling Green
New York, NY 10004
SEND A COPY OF YOUR OBJECTION TO THE TRANSFEREE.
Refer to INTERNAL CONTROL No. in your objection.
IF YOUR OBJECTION IS NOT TIMELY FILED, THE TRANSFEREE WILL BE SUBSTITUTED
ON OUR RECORDS AS THE CLAIMANT.
Clerk of Court
cOR CLERK'S OcDCE USE ONLY:
This notice was mailed to
postage prepaid on
Copy(check): Claims Agent
be: objntc
the first named party, by first class mail,
20
Transferee Debtor's Attorney
Deputy Clerk
OBJECTION NOTICE FOR TRANScEROR-PROOF OF CLAIH ON DLE
Aug 02 10 09:58a Arctica
3057700903
p.1
Transfer of Claim
INNKEEPERS USA TRUST,eeaz
alk/a GRAND PRIX HOLDINGS LLC
This agreement (the "Agreement") is entered into between ("Assignor")
and Sierra Liquidity Fund, LLC or assignee ("Assignee") with regard to the following matters:
1. Assignor in consideration of the sum of ent) of the current amount outstanding in L'.S. DoUars on tbe
A.ssignor'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 potentiaJ
assumption and cure of such a contract (the "Claim''), against Innkeepers USA eta/. (afl11iates, subsidiaries and other related debtors)
(the "Debtor"), in proceedings for reorganization (the "Proceedings") ijl the_ United Southern District of New York, in
the current amount of not less than __ tf ()j {J, ?- !: iO W{insert the amount due, which shall be def"med 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, whlch may be paid with respect to the Claim, and aJl cash, securities, instruments, cure payments,
and other property which may be paid or issued by the Debtor in satisfaction of the Claim, right to litigate, receive litigation proceeds and any
and nll 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 au distributions made by the Debtor on account of the Claim, even distributions made and attributable to fhe
Claim being allowed in the Debtoe s case, in an amount in excess of the Claim Amount. Assignor represents and warrants Utat the amount of
the CJaim is not less than the Claim Amount. that this amount is the true 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
ful1 or partial satisfaction of the Claim, that Assignor has not previously assigned, sold or pledged the in whole or in part, to any thitd
that Assignor owns and has title to the CJaim 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 asserted by or on behalf of the Debtor or any other party to
reduce the amowlt 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 avrided 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 ttansfer, and the Assignor shall indemnify the Assignee for any
amonnts paid to the Debtor. To the extent necessary, Assignor grants to Assignee a Power of Attorney whereby the Assignee is authori7.cd 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 aware that the Purchase Price may differ from the amount ultimately distributed in the Proceedings with respect to the Claim
and that such amoWit may not be absolutely determined until entry of a fmal order conHrming a plan of reorganjzation. Assignor
acknowledges lhat, except as set forth in this agreement, neither Assignee nor any agent or representative of Assign"'' has made any
representation whatsoever to Assignor regarding the status of the Proceedings, the condition of the Debtor (financial or otheowise), any other
matter relating to the proceedings, the Debtor. or the likelihood of recovery of the Claim. Assignor represents that it has adequate information
concerning the business and Imancial condition of the Debtor and the status of the Proceedings to make an infonned decision regarding its sale
of the Claim.
6. Assignee wiU asswne 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 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 ratio of the amount of the Claim disailowed divided by the Claim, plus 8% interest per annwn from
the date of this Agreement until the date of repayment. The Assignee, as set forth below, shall have no obligation to otherwise defend the
Claim, and he refund obligation of the Assignor pursuant to this section shall be absolutely payable to Assignee without regard to whether
Assignee defends the Claim. The Assignee or Assignor shall have the right to defend the claim, on1y at its own expense and shall not look to
the counterparty for any reimbursement 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 attomey as the 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 an irrevocable power coupled with an interest). and authorizes Assignee or James S.
Riley to act in Assignor's stead, to demand, sue for, compromise and recover aH such amounts as now are. or may hereafter become. due and
payable for or on account of the Claim, litigate for any damages, omissions or other related to this claim, vote in any proceedings, or any other
Aug 03 10 03:52p Arcti ca 3057700903 p.1
actions that may enhance recovery or protect the interests Qf 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 arising out of or relating to the Clai.J:n.
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 further 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 Attorney shall include without limitation. (1) the right to vote, inspect books and
records, (2) the right to execute on behalf of Assignor, all assignments, certificates, documents and instruments that may be required for the
pw-pose of transferring the Claim owned by the Assignor, (3) the right to deliver cash, securities and other instruments distributed on account of
U1e Clai.m. together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Assignee; and (4).tht 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 ownership of the Claim. 1be Purchaser shall not be required to post a bond of nature in connection with this power of
attorney.
8. Assignor shall foiWard 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 docwnentati.on evidencing the validity of the
i\ssignor's claim. Assignor acknowledges that any distribution received by Assignor on account of the Claim from any source, whether in
form of cash, securities, instrument or any other property or right, is the property of and absolutely owned by the Assignee., lhat Assignor holds
and will 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 arising out of or relating to thls Agreement, whether or not suit or other proceedings is commenced, and whether
in mediation, arbitration, at trial, on appeal. in administrative proceedings, or in bankruptcy (including, without limitation, any
proceeding or contested matter in any bankruptcy case f'lled on account of the Assignor), the prevailing party shall be entitled to its costs and
expenses incwred, including reasonable attorney fees.
10. The terms of this Agreement shall be binding upon. and shall inure to the benefit of Assignor, Assignee and their respective successors and
assigns.
11. Assignor hereby aclrnowlerlgcs tl1at Assignee may at any time fw1her assign the Claim together with all rights, title and interests of Assignee under
this Agreement All representations and warranties of the Assignor made herein shall smvive the execution and delivery 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 contract 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. This Agreement shall be governed by and construed in accordance with tbe laws of the State of California Any action arising WJdcr or rel ating ro
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 aU of the tenns set forth in this Agreement and hereby waives its right to mise any obj ection
thereto and its right to receive notice pursuant to rule 3001 of the rules of the Bankruptcy procedure.
IN WITNESS WHEREOF, the undersigned Assignor hereto sets his hand this a day of Q U v u.s t 2010.
ATTEST JJ -.J C
'f/: ( C/1:1 C- J2t.- e. trc:a-W\-
Name of Company
By ovo (I) ? I Sf-
(i>nnt Name and Title]
S--(-<- l -lr-eu_ v v 1-4-.7'
Phone Number
Sierra Liquidity Fund, LLC eta/.
2699 White Rd, Ste 255, Irvine. CA 92614
949-660-1144 x 10 or 22; fax: 949-660-0632
saugust @sierrafunds.com
Street Address
M / &.. t:r . 3 3; 7 f
City, State & Zip
3_ 0 6 - 7 o- D9 {) 3,
7/26/2010