UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:
Chapter II
GRAND PRIX FIXED LESSEE LLC
INNKEEPERS USA TRUST, eta/.
Debtors Case# 10-13825 & 10-13800
Transferor:
NOTICE OF TRANSER OF CLAIM PURSUANT TO
F.R.B.P. RULE 3001(E) (1)
Pioneer Sand Company
PO Box 7650
Colorado Springs, CO 80933
Please note that your claim in the amount of $468.03 has been partially transferred in the amount of
$374.32 (unless previously expunged by court order) to:
Transferee: Sierra Liquidity Fund, LLC
2699 White Road, Suite 255
Irvine, CA 92614
The transferred amount of$374.32 represents an amount sold by Pioneer Sand Company 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 THEDA TE 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
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Transfer of Claim
INNKEEPERS USA TRUST,etal.
alk/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
and Sierrn Liquidity Fund, LLC or nssignee ("Assignee") with regard to the following matters:
I . Assignor in of the s um of t) of the current amount outstnnding in U.S. Dollorll on the Allsignor' s
trndc claim (the "Purchase Price''), docs hereby transfer to Assignee all of lhe Assignor' s ri ght. title and interest in nnd to nil of the c lnims of
including the right to amounts owed under any executory contrnet nnd <J ny respective cure amount related to lhe potetllinl assumption
and cure of such a contract (the "Claim"). against Innkeepers USA Trus t. et al. subsidiaries nnd other relnted debtors) (the
" Debtor' '), in proceedings for it\ the Bnnkntptcy Court, Southem District of New York. in the
c urrent amount of not Jess tl '39t.j . S [insert the amount due, which s hall be defined as
" the Claim Amount' 'l, and au ngnts ond benefits of the Assignor relating to the Claim including. without limitation. Assignor' s rights to
receive pen alties nnd fees . if an)', may be pnid with respect to the Ch1im. and all cnsh, .. securir.ies, instruments, cure payments.
and other properly which may he pnid or issued by the Debtor in of the Claim, right to litigate, receive litigation proceeds nn<l any
and all voti ng rights re lated to the Clnim . 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 Clnim. and s hall not he deemed to crcnte n security interest.
2. Assignee shall be entitled to all distributions made hy the Debtor on account of' the Claim. even distributions made nnd nlttibutoble to the
Claim being allowed in the Debtor' s case. in an amount in excess of the Claim Amount. Assignor represents and wanants that the amount of
r.he Claim is not less thotl the Claim Amount. that this amount is the true and correct amount owed by the Debtor to the Assignor. nnd thot no
valid defense or right. of set-off to the Claim
3. Assignor further represents nnd warrants that no payment has been received by Assignor or by any !J1ird party claiming through Assignor. in
ful l or partial satisfaction of the Claim. thal Assignor has not previously assigned. sold or pledged the Claim, in whole or in part. to nny third
party. that Assignor owns and hus title co t.he Claim free and clenr of nny unci all liens. security interests or encumb.rnnces of any kind or nature
whntsoever. and that there are no or defenses that have been or may he asserted by or on behnlf of 1he l)ebtor or any other party to
reduce the amount of the Clnim or to impair its value.
4. Should it be determined that any trnnsfer by the Debtor to the Assignor i.'l or could have been avoided us a preferential payment, Assi gnor
shall repay suc h ttartsfcr to the Debtor in a time ly manner. Should Assi gnor fail to repny such transfer t.o the Debtor. then solely at its
own option, shall be cnlitlecl to make said payment. on account of the avoided transfer. nnd the Assignor shall indemnify the Assignee for ony
amounts pttid to the Oebto r. To the extent necessary, i\gsi gnor grants to Assignee a Power of Attomcy whereby the Assignee is authorized at
Assignee' s own expense to defend against all nvoicl nnce actions. prefere ntial payment suits. and frouclulent conveyance actions for the benefi t of
the Assignor and the Assignee: however Assignee hns no obligation to defend against such oclions. If the Bar Date for filing n Proof of Claim
has Assignee reserves the right. but not the obligation, to purchase lhe Trade ClCiim for the amount published in the Schedule F.
5. Assignor is nware thot the Purchase Price mny differ from the amount ull.imotely distributed in the Proceedings wiLh the Claim and that
such amotmt m1l y not he absolutely determined until entry of a fi nal order conf'irming a pl an of reorganization. Assignor ncknowledges that. except
set .forth in this agreement. neither not or_ of
the status of the the condition of the Dehtor (finoneial or otherwise). any orher mnuer relating to rhc the Debt<>r. or the
likel ihood of recoycry of I he Claim. Assignor represents that it adequate information the business and or I he Dehtor
nnd the status of'fhe Proceedings to make an informed decision regarding its sale of the Clllim.
6. Assignee will assume all of lhc recovery ri sk in terms o f the amount paid on the Claim, if any, nl emergence from hunkntptcy or llquidntion.
Assignee does not any of the ris k relating to the amount of the c laim attested to by the Assignor. In the event that the Claim is
d isallowed, reduced , subordinated or impaired for nny reason whatsoever, As:lignor ngrces fo immediate ly re fund and pay to Assignee. n pm
rata s hare o f the Purchase Price equal to lhe ratio of the amount of the Claim disallowed divided by the Clnim. plus !3% interest per annum from
the date of this Agree ment unti l the dote of repayment. The Assignee. as set forth below. shall have no obli gat ion to otherwi se defend the
Clnim. and rhe refund obligntion ol' lhe Assignor pursuant to thi s section shall be absolutely pit yable to Assignee without regard to whether
Assignee defends the Claim. The Assignee or Assignor slwll have the ri ght to clefencl the claim. only nt its own expense nnd shall not look to
the counterparty for any rei mbursement for legal expenses.
7. To the mny be required by applicable law, Assignor hereby irrevocably Assignee or Jnmes S. Riley Cl.'l iL9 true and
lawful :Htomey . as the true ;)lld lawful agent and s pecial attomeys-in-faet of the Assignor with respect to the Clnim. with full power of
subst itution (s uch po wer of att.omey be ing deemed to he nn irrevocable powe r cotJpled with an interest), nnd authorizes Assignee or James S.
Ri ley to act in s tead. to demand. sue for. compromise nnd recover a ll such amounts us now nre. or may hereafter become. due and
payable ror or on account of the Clnim. liti gate for any dnmoges. omissions or other related to this clnim. vote in any proceedings. or any other
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actions that may enhnnce recovery or protect the interests of the Cluim. Assignor grants unto Assignee full authority to do all things necessary
to enforce the Claim nnd Assignor's rights there under. Assignor agrees that the powers granted by this puragrnph are discretionary in nature
and that U1e Assignee may exercise or decline r.o exercise such powers at Assignee' s sole option. Assignee shnll have no obligation to take any
action to prove or defend the Claim's validity or amount in the Proceedings or in nny other dispute arising out of or relating to the Claim.
whether or not suit or other proceedings are comn1enced. anu whether in mediation, arbitration. at trinl. on appeal, or in administrati ve
proceedings. Assignor agrees to take such further action. as may be necessary or desirable to effect. the Assignment. of the Claim
nne\ any pnyments or distributions on account of the Clnim t.o Assignee including. without limitation, the execution of appropriate tran!'.fer
powers. corporate resolutions nnd consents. The Power of Attomey shall include without limitation, (I) the right. to vote, inspect books nn<l
records. (2) the right t.o execute on behnlf of Assignor, all llS!!ignments. certificates, documents and instnunenl5 that may be required for the
purpose of transferring the Clnim owned by the AssignQr. (3) the right. to deli ver cash, and other instruments distribtlted on nccount of
tile Claim. together with nil accompanying evidences of trnnsl'cr and authenticity to. or upon the order of. the Assignee: nnd (4) the right after
the date of this Agreement t.Q receive all benefits and cash distributions. endorse checks payable to the Assignor nnd otherwise exercise all
rights of beneficial ownership of the Claim. 1'he Purchaser shall not be required to post a hond of any nature in connection with this power of
at.tomcy.
8. Assignor shall forward to A!lsignec nil notices received from the Debtor. the court or any third party with respect to the Claim. inclllding any
ballot with regnrd to voting the Claim in the Proceeding, and shall take such action with respect to the Claim in the proceedings. as Assignee
mny request from time to time, inclllcling the provision to the Assignee of nllneeessnry supporting documentation evidencing the vnli<lit.y of the
Assignor's claim. Assig11or acknowledges that any <listtibution received hy Assignor on account of the Clnin1 from any source. whether in
fonn of cnsh, securities. instrument or nny other prope11y or right. is the property of and absolutely owned by t.he Assignee. that. Assignor holds
and will hold such property in trust for the benefit of As!!ignec and will. nt irs own expense, promptly deliver to Assignee any such propeny in
the same form received. together with any endorsements or documents necessary to tran$f.er such prope1ty to Assignee.
9. In the event of ony dispute mising out of or relating to this Agreement. whether or not suit or other is commenced. nnd whether
in mediation. arbitration, at trial. on oppeal, in adminbtrative proceedings, or in bankn1ptcy (including, without limitation, any ndversary
proceeding or contested matter in ony bnnkntptcy case filed on account of the Assignor). the prevailing party shall be entitled to its cost!> nn<l
expenses incurred. including reasonable ou.omcy l'ees.
I 0. The tenns of this Agreement shall be binding upon. and shall inure to the benefit of Assignor, Assignee nn<l their respective successors IUld

ll . Assignor herehy acknov.tledges tho1 Assignee may at any time t'Uither the Claim togc1her with all rights, title and interests of Assignee under
this Agreement. All rcprcscnrmions and of the made herein shall survive the execution ond delivery of this Agreement. This
Agreement may he executed in counterparts Md ni l such coun1crparts taken together shall be deemed to consri1ute a single 11grccment.
12. TI1ls contract is not valid and enforceable without acceptance of this Agreement with nil necessary supporting documents by the Assignee.
us evidenced by a countersignature of thi s Agreement. The Assignee mtty reject the proffer of this contract for any reason whatsoever.
13. This Agreement !thflll he governed hy and constmed in :1ccordance with I he laws of the Slnte of California. Any actio11 nrising under or relating to
lhis Agreement may he brought in nny state or federal cour1 located in California. and to and confers personal jurisdiction over
Assignor hy such court or courts nnd that service or process may be upon hy mailing n copy of said process to Assignor m the add
forth in this Agreement. and i!l any action hereunder. Assignor nnd Assignee waive nny right to demand a trial hy jury.
You must include invoices, purchase orders, and/or J>roofs of deliverx that relate to the claim.
Assignor hereby ncknowlcdges and to 1111 of the ser. fotth in this Agreement and hereby waives irs right tu rnise any objection
thereto and its right to receive notice pursuant to mle 300 l of the of the Bankntptey procedure.
IN WITNESS WHEREOF, lhe undersigned Assigno hereto sets his hand this :1./ day or
ATTEST
.
Phone Number
Sierra Liquidity Fund. LLC ct al.
2699 Whi te Rd. Ste 255. Irvine. CA 92614
949-660- l 144 x I 0 or 22; fax: 949-660-0632

Name of Company
SCZXJ 7/ot:f-6-,o,J_-L)y-
10/12/2010