2018-11-28 (18) SRR UCC Financing Statement (Luxury Hotel) RecordedTC'lWNCINrGS T A �TE M E�N
FOLLOW INSTRUCTIONS
A. NAME & PHONE OF CONTACT AT FILER (optional)
Kate Cregor - (310) 586-7736
B. E-MAIL CONTACT AT FILER (optional)
C. SEND ACKNOWLEDGMENT TO: (Name and Address)
Kate Cregor
Greenberg Traurig, LLP
1840 Century Park East, Suite 1900
Los Angeles, California 90067
7
DOC # 2018-0464682
11 /28/2018 03:02 PM Fees: $31.00
Page 1 of 8
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
**This document was electronically submitted
to the County of Riverside for recording**
Receipted by: TERESA #134
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR'S NAME: Provide only one Debtor name (1 a or 1 b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor's name); if any part of the Individual Debtor's
name will not fit in line 1 b, leave all of item 1 blank, check here ❑ and provide the Individual Debtor information in item 10 of the Financing Statement Addendum (Form UCC1 Ad)
I
1a. ORGANIZATION'S NAME
SilverRock Lodging, LLC
OR
1b. INDIVIDUAL'S SURNAME
FIRST PERSONAL NAME
ADDITIONAL NAME(S)/INITIAL(S)
SUFFIX
1c. MAILING ADDRESS c/o the Robert Green Company -
CITY
STATE
COUNTRY
3551 Fortuna Ranch Road
Encinitas
CA
�POSTALCODE
92924
USA
2. DEBTOR'S NAME: Provide only one Debtor name (2a or 2b) (use exact, full name, do not omit, modify, or abbreviate any part of the Debtor's name); if any part of the Individual Debtor's
name will not fit in line 2b, leave all of item 2 blank, check hereEl and provide the Individual Debtor information in item 10 of the Financing Statement Addendum (Form UCC1Ad)
2a. ORGANIZATION'S NAME
SilverRock Luxury Residences, LLC
OR
2b. INDIVIDUAL'S SURNAME
FIRST PERSONAL NAME
ADDITIONAL NAME(S)/INITIAL(S)
SUFFIX
2c. MAILING ADDRESS c/o the Robert Green Company -
CITY
STATE
COUNTRY
3551 Fortuna Ranch Road
Encinitas
CA
�POSTALCODE
92924
USA
3 SFCI JRFD PARTY'S NAMF ror NAMF of ASSIGNFF of ASSIGNOR RFCIIRFn PARTYI Provide nnly one Secured Partv name (Ia or 3h1
F. ORGANIZATION'S NAME
Mosaic SilverRock, LLC
OR
3b. INDIVIDUAL'S SURNAME
FIRST PERSONAL NAME
ADDITIONAL NAME(S)/INITIAL(S)
SUFFIX
3c. MAILING ADDRESS c/o Mosaic Real Estate Investors -
CITY
STATE
COUNTRY
23975 Park Sorrento, Suite 420
Calabasas
CA
IPOSTALCODE
91302
USA
4. COLLATERAL: This financing statement covers the following collateral:
See Exhibits A and B attached hereto and incorporated herein by this reference.
5. Check only if applicable and check only one box: Collateral is U held in a Trust (see UCC1Ad, item 17 and Instructions) U being administered by a Decedent's Personal Representative
6a. Check only if applicable and check only one box: 6b. Check gnLX if applicable and check gDjy one box:
Public -Finance Transaction ❑ Manufactured -Home Transaction ❑ A Debtor is a Transmitting Utility 0 Agricultural Lien ❑ Non-UCC Filing
7. ALTERNATIVE DESIGNATION (if applicable): ❑ Lessee/Lessor ❑ Consignee/Consignor Seller/Buyer Bailee/Bailor Licensee/Licensor
8. OPTIONAL FILER REFERENCE DATA.
To be filed with the Riverside County Recorder, California (159447-011700)
International Association of Commercial Administrators (IACA)
FILING OFFICE COPY — UCC FINANCING STATEMENT (Form UCC1) (Rev. 04/20/11)
DOC #2018-0464682 Page 2 of 8
UCC FINANCING STATEMENT ADDENDUM
FOLLOW INSTRUCTIONS
9. NAME OFF I RST DEBTOR: Same as line I or 1b on Financing Statement; if line 11b was left blank
because Individual Debtor name did not fit, check here ❑
9a. ORGANIZATION'S NAME
SilverRock Lodging, LLC
OR 9b. INDIVIDUAL'S SURNAME
FIRST PERSONAL NAME
ADDITIONAL NAMES)/INITIAL(S)
SUFFIX
F I I THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1 o. DEBTOR'S NAME: Provide (10a or 10b) only 2M additional Debtor name or Debtor name that did not fit in line lb or 21b of the Financing Statement (Form UCC1) (use exact, full name;
do not omit, modify, or abbreviate any part of the Debtors name) and enter the mailing address in line 10c
10a, ORGANIZATION'S NAME
OR
10b. INDIVIDUAL'S SURNAME
INDIVIDUAL'S FIRST PERSONAL NAME
INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S)
SUFFIX
10c. MAILING ADDRESS
CITY
STATE
IPOSTALCODE
COUNTRY
11. "ADDITIONAL SECURED PARTY'S NAME QL
11a. ORGAN IZATI ON'S NAME
OR 11b. INDIVIDUAL'S SURNAME
11 c.
12. ADDITIONAL SPACE FOR ITEM 4
ASSIGNOR SECURED PARTY'S NAME: Provide only one name (11a or 11b)
FIRST PERSONAL NAME
NTRY
13. W1 This FINANCING STATEMENT is to be filed [for record] (or recorded) in the 14. This FINANCING STATEMENT:
REAL ESTATE RECORDS (if applicable)
covers timber to be cut 1:1 covers as -extracted collateral Z is filed as a fixture filing
15 Name and address of a RECORD OWNER of real estate described in item 16 16. Description of real estate:
(if Debtor does not have a record interest):
Please refer to Exhibit B attached hereto.
17. MISCELLANEOUS:
To be filed with the Riverside County Recorder, California (159447-011700)
International Association of Commercial Administrators (IACA)
FILING OFFICE COPY — UCC FINANCING STATEMENT ADDENDUM (Form UCC1Ad) (Rev. 04/20/11)
DOC #2018-0464682 Page 3 of 8
EXHIBIT A TO UCC-1 FINANCING STATEMENT
Debtor: SilverRock Lodging, LLC, a Delaware limited liability company, and
SilverRock Luxury Residences, LLC, a Delaware limited liability company
Secured Party: Mosaic SilverRock, LLC, a Delaware limited liability company
(Item 4, contd. — Collateral Description for UCC-1 Financing Statement)
Exhibit A to Uniform Commercial Code Financing Statement (Form UCC-I), Item 4, naming
SilverRock Lodging, LLC, a Delaware limited liability company, and SilverRock Luxury
Residences, LLC, a Delaware limited liability company (as "Debtor"), and Mosaic SilverRock, LLC,
a Delaware limited liability company, its respective successors and/or assigns (as "Secured Party"),
dated as of November 28, 2018. Capitalized terms used, but not defined herein, shall have the
respective meanings ascribed to such terms in that certain Construction Loan Agreement of even date
herewith, made by Debtor, SilverRock Lifestyle Residences, LLC, a Delaware limited liability
company, and SilverRock Phase I, LLC, a Delaware limited liability company (collectively, as
"Borrower") and Secured Party, as lender (the "Loan Agreement").
COLLATERAL DESCRIPTION. All estate, right, title and interest that Debtor now has or may
later acquire in and to the following property (all or any part of such property, or any interest in all or
any part of it, as the context may require, the "Mortgaged Property"):
GRANTING CLAUSE I:
THE LAND, all estate, right, title, interest, claim and demand whatsoever which Trustor now
or hereafter acquires, either in law or in equity, in possession or expectancy, of, in and to the real
property described on Exhibit A attached hereto and made a part hereof (the "Land"), together with
any greater estate therein as hereafter may be acquired by Trustor; provided, however, neither the
failure to designate an address nor any inaccuracy in the address designated shall affect the validity or
priority of the lien of this Security Instrument on the Land;
GRANTING CLAUSE II:
TOGETHER WITH all buildings, structures and improvements of every nature whatsoever
now or hereafter situated on the Land, including all extensions, additions, improvements, betterments,
renewals, substitutions and replacements to or for any such buildings, structures and improvements and
all of the right, title and interest of the Trustor now or hereafter acquired in and to any of the foregoing,
including without limitation those certain improvements to be constructed on the Land in accordance
with the Loan Agreement (collectively, the "Improvements");
GRANTING CLAUSE III:
TOGETHER WITH all easements, rights of way, strips and gores of land, streets, ways, alleys,
sidewalks, vaults, passages, sewer rights, waters, water courses, water drainage and reservoir rights
and powers (whether or not appurtenant), all estates, rights, titles, interests, privileges, liberties,
tenements, hereditaments, easements, franchises, appendages, options to purchase all or any part of the
Land or Improvements or any interest therein (and any greater estate in the Land or Improvements now
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owned or hereafter acquired by Trustor pursuant thereto), and appurtenances whatsoever, in any way
belonging, benefitting, relating or appertaining to the Land or the Improvements, whether now owned
or hereafter acquired by the Trustor, including without limitation the PSDA, the TOT Agreement and
all other documents related to the development of the Project issued by any Governmental Authority
all existing and future mineral, oil and gas rights which are appurtenant to or which have been used in
connection with the Land, all existing and future water stock relating to the Land or the Improvements,
all existing and future share of stock respecting water and water rights pertaining to the Land or the
Improvements or other evidence of ownership thereof, and the reversions and remainders thereof (the
"Appurtenant Rights");
GRANTING CLAUSE IV:
TOGETHER WITH all machinery, apparatus, equipment, fittings and fixtures of every kind
and nature whatsoever, and all furniture, furnishings and other personal property now or hereafter
owned by the Trustor and forming a part of, or used or obtained for use in connection with, the Land or
the Improvements or any present or future operation, occupancy, maintenance or leasing thereof;
including, but without limitation, any and all heating, ventilating and air conditioning equipment and
systems, antennae, appliances, apparatus, awnings, basins, bathtubs, bidets, boilers, bookcases,
cabinets, carpets, communication systems, coolers, curtains, dehumidifiers, dishwashers, disposals,
doors, drapes, drapery rods, dryers, ducts, dynamos, elevators, engines, equipment, escalators, fans,
fittings, floor coverings, furnaces, furnishings, furniture, hardware, heaters, humidifiers, incinerators,
lighting, machinery, motors, ovens, pipes, plumbing and electric equipment, pool equipment, pumps,
radiators, ranges, recreational facilities and equipment, refrigerators, screens, sprinklers, stokers,
stoves, shades, shelving, sinks, security systems, toilets, ventilators, wall coverings, washers, windows,
window covering, wiring, beds, bureaus, chiffoniers, chests, chairs, desks, mirrors, tables, screens,
paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware,
linens, pillows, blankets, glassware, foodcarts, cookware, dry cleaning facilities, dining room wagons,
keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios,
television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment,
private telephone systems, facsimile machines, medical equipment, potted plants, lighting fixtures, fire
prevention and extinguishing apparatus, fittings, plants, laundry machines, tools, machinery, engines,
switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing
equipment, call systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors, lockers,
spotlighting equipment, garbage disposals, and other customary hotel equipment and all extensions,
renewals or replacements thereof or substitutions therefor or additions thereto, whether or not the same
are or shall be attached to the Land or the Improvements in any manner (collectively, the "Fixtures"); it
being agreed that all of said property owned by the Trustor and placed on the Land or on or in the
Improvements (whether affixed or annexed thereto or not) shall, so far as permitted by law,
conclusively be deemed to be real property and conveyed hereby for purposes of this Security
Instrument.
GRANTING CLAUSE V:
TOGETHER WITH the following (the "Personal Property"):
All personal property of every nature whatsoever now or hereafter owned by Trustor or used in
connection with the Land or the improvements thereon, including all extensions, additions,
improvements, betterments, renewals, substitutions and replacements thereof and all of the right, title
and interest of Trustor in and to any such personal property together with the benefit of any deposits or
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payments now or hereafter made on such personal property by Grantor or on its behalf, including
without limitation, any and all Goods, Investment Property, Instruments, Chattel Paper, Documents,
Letter of Credit Rights, Accounts, Deposit Accounts, Commercial Tort Claims and General
Intangibles, each as defined in the Uniform Commercial Code of the State of California (as amended
from time to time, the "CA UCC");
All proceeds of the foregoing, including, without limitation, all judgments, awards of damages
and settlements hereafter made resulting from condemnation proceeds or the taking of the Land or
improvements thereon or any portion thereof under the power of eminent domain, any proceeds of any
policies of insurance, maintained with respect to the Land or the Improvements or proceeds of any
sale, option or contract to sell the Land or the Improvements or any portion thereof;
Any and all additions and accessories to all of the foregoing and any and all proceeds
(including proceeds of insurance, eminent domain or other governmental takings and tort claims),
renewals, replacements and substitutions of all of the foregoing;
All of the books and records pertaining to the foregoing;
GRANTING CLAUSE VI:
TOGETHER WITH all right, title and interest which the Trustor hereafter may acquire in and
to all leases and other agreements now or hereafter entered into for the occupancy or use of the Land,
the Appurtenant Rights, the Improvements, the Fixtures and the Personal Property or any portion
thereof, whether written or oral (herein collectively referred to as the "Leases"), and all rents, issues,
incomes and profits in any manner arising thereunder (herein collectively referred to as the "Rents"),
credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and
recreational facilities and parking charges, the rendering of services by Trustor or any operator or
manager of a hotel or the commercial space located in the Improvements or acquired from others
(including, without limitation, from the rental of any office space, retail space, guest rooms or other
space, halls, stores and offices, and deposits securing reservations of such space), license, lease,
sublease and concession fees and rentals, health club membership fees, food and beverage wholesale
and retail sales, service charges, vending machine sales and any other items of revenue, receipts and/or
income as identified in the Uniform System of Accounts for the Lodging Industry, IOth Edition,
published by the American Hotel and Lodging Association in conjunction with the HFTP, as from time
to time amended) and all right, title and interest which the Trustor now has or hereafter may acquire in
and to any bank accounts, security deposits, and any and all other amounts held as security under the
Leases, reserving to the Trustor any statutory rights;
GRANTING CLAUSE VII:
TOGETHER WITH any and all awards and insurance proceeds, or proceeds of any sale, option
or contract to sell the Mortgaged Property or any portion thereof (provided that no right, consent or
authority to sell the Mortgaged Property or any portion thereof shall be inferred or deemed to exist by
reason hereof); and the Grantor hereby authorizes, directs and empowers the Beneficiary, at its option,
on the Grantor's behalf, or on behalf of the successors or assigns of the Grantor, to adjust,
compromise, claim, collect and receive such proceeds; to give acquittances therefor; and, after
deducting expenses of collection, including attorneys' fees, costs and disbursements, to apply the
Insurance Proceeds to the extent not utilized for the restoration of the Mortgaged Property as provided
in the Loan Agreement, to payment of the Obligations, notwithstanding the fact that the same may not
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then be due and payable or that the Obligations is otherwise adequately secured; and the Grantor
agrees to execute and deliver from time to time such further instruments as may be requested by the
Beneficiary to confirm such assignment to the Beneficiary of any such proceeds;
GRANTING CLAUSE VIII:
TOGETHER WITH all estate, right, title and interest, homestead or other claim or demand, as
well in law as in equity, which the Grantor now has or hereafter may acquire of, in and to the
Mortgaged Property, or any part thereof, and any and all other property of every kind and nature from
time to time hereafter (by delivery or by writing of any kind) conveyed, pledged, assigned or
transferred as and for additional security hereunder by the Grantor or by anyone on behalf of the
Grantor to Beneficiary;
GRANTING CLAUSE IX:
TOGETHER WITH all of Grantor's right title, and interest in and to all contracts and
agreements (including, without limitation, that certain Purchase, Sale, and Development Agreement by
and between the City of La Quinta and SRDC dated November 19, 2014, as amended by Amendment
No. 1 to Purchase, Sale, and Development Agreement by and between the City of La Quinta and
SRDC dated October 29, 2015 and by Amendment No. 2 to Purchase, Sale, and Development
Agreement by and between the City of La Quinta and SRDC dated on or about April 18, 2017 and by
Amendment No. 3 to Purchase, Sale, and Development Agreement by and between the City of La
Quinta and SRDC dated on or about November 28, 2018 (collectively, and as may be further amended
with Beneficiary's reasonable approval, the "PSDA"), and any development agreements,
redevelopment agreements, construction, operation, reciprocal easement and use restriction
agreements, parking rights agreements, and other similar agreements) now or hereafter entered into
covering or relating to any part of the Mortgaged Property or the improvements thereon (collectively,
the "Contracts") and all revenue, income and other benefits thereof, including, without limitation,
management agreements, franchise agreements, service contracts, maintenance contracts, equipment
leases, personal property leases and any contracts or documents relating to the construction on any part
of the Mortgaged Property or the improvements (including plans, drawings, surveys, tests, reports,
bonds and governmental approvals) or to the management or operation of any part of the Mortgaged
Property or the improvements thereon and any and all warranties and guaranties relating to or in
connection with the Contracts or any of the other foregoing items; all water taps, sewer taps,
certificates of occupancy, permits, licenses, franchises, certificates, contracts, agreements consents,
approvals and other rights and privileges now or hereafter obtained in connection with the Mortgaged
Property or the improvements thereon and all present and future warranties and guaranties relating to
the improvements or to any equipment, fixtures, furniture, furnishings, personal property or
components of any of the foregoing now or hereafter located or installed on the Mortgaged Property or
the improvements; All building materials, supplies and equipment now or hereafter placed on the
Mortgaged Property and/or the improvements and all architectural, engineering and other renderings,
models, drawings, plans, specifications, studies and data now or hereafter relating to the Mortgaged
Property and/or the improvements, including, without limitation, the plans and specifications;
GRANTING CLAUSE X:
TOGETHER WITH All of Grantor's right, title and interest in all commitments for financing,
including, without limitation, takeout financing, and all right, title and interest in all contracts to sell all
or a portion of the Land and/or improvements, including, without limitation, all guaranties thereof and
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all earnest money and credit support thereof, including, without limitation, surety bonds and letters of
credit.
TO HAVE AND TO HOLD the Mortgaged Property, unto the Trustee, its successors and
substitutes in trust, forever; subject, however, to the Permitted Encumbrances.
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EXHIBIT B TO UCC-1 FINANCING STATEMENT
Debtor: SilverRock Lodging, LLC, a Delaware limited liability company, and
SilverRock Luxury Residences, LLC, a Delaware limited liability company
Secured Party: Mosaic SilverRock, LLC, a Delaware limited liability company
(Item 4, contd. — Collateral Description for UCC-1 Financing Statement)
LEGAL DESCRIPTION
Real property in the City of La Quinta, County of Riverside, State of California, described as
follows:
PARCELS 1, 3, 4, 5 THROUGH 12, D, E, F, AND G ALL OF PARCEL MAP NO. 37207, IN
THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED
IN BOOK 242, PAGES 72 THROUGH 87 OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
RESERVING THEREFROM PARCELS 1, 3, 4, 5, AND 6 ALL OIL, GAS, HYDROCARBON
SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE
THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE
RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE
PHASE IA PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE
SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES
OR MINERALS FROM SAID PHASE IA PROPERTY OR OTHER LANDS, BUT WITHOUT,
HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE I
PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE
SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE
1 A PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE IA PROPERTY, AS RESERVED BY THE CITY OF LA
QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE
GRANT DEED RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950 OF
OFFICIAL RECORDS.
APN'S: 776-150-028; 777-490-038, 777-490-040, 777-490-037, 777-490-041, 777-490-036,
777-490-042, 777-490-043; 777-490-044, 777-490-045, 777-490-046, 777-490-053, 777-490-
054, 777-490-055, 777-060-076, 777-060-077, 777-060-078, 777-060-075
LA 1340952080