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2025-08-15 Approve Sale to Successful Bidder, Term Leases, Grant Deed & Relief - Motion
Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 1 of 28 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SILVERROCK DEVELOPMENT COMPANY, LLC, et al., Debtors. I Chapter 11 Case No.: 24-11647 (MFW) (Jointly Administered) Hearing Date: September 24, 2025 at 10:30 a.m. (ET) Obj. Deadline: September 2, 2025 at 4:00 p.m. (ET) DEBTORS' MOTION FOR ENTRY OF AN ORDER (I) APPROVING THE SALE OF THE PURCHASED ASSETS TO THE SUCCESSFUL BIDDER FREE AND CLEAR OF ALL CLAIMS, LIENS, INTERESTS, AND ENCUMBRANCES; (II) APPROVING THE CONSENSUAL TERMINATION OR REJECTION OF GROUND LEASES, EFFECTIVE AS OF THE CLOSING DATE; (III) APPROVING FORM OF GRANT DEED; AND (IV) GRANTING RELATED RELIEF The debtors and debtors in possession (each, a "Debtor" and collectively, the "Debtors"), in the above -captioned chapter 11 cases, by and through their undersigned counsel, hereby submit this motion (this "Motion" )Z for entry of an order (the "Proposed Order"), substantially in the form attached hereto as Exhibit A, (i) approving the sale of the Purchased Assets' to TBE RE The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. '- Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the PSA or the Bid Procedures (each as defined herein). 3 The "Purchased Assets" shall mean and shall consist of certain real property owned by the Debtors consisting of approximately 134+- acres located in the City of La Quinta, County of Riverside, CA, as legally described in the form of Grant Deed attached hereto as Exhibit 4, consisting of APNs: with APNs 777-060-083, 777-060-085, 777-060-075, 777-060-078, 777-490-058, 777-490-063, 777-490-064, 777-490-065, 777-490-066, 777-490-037, 777-490-057,777-490-059, 777-490-068, 777-490-042, 777-490-076, 777-490-074 and 777-490-075 and 777- 490-077 and 777-490-079 and 777-490-080, 777-490-046, 777-490-071, 777-060-082, 777-060-084, 777-510- 001 through 023, 777-510-025, 777-520-001 through 018, and 777-490-053,054 and 055, including any existing appurtenant rights, permits, entitlements, and improvements, which APNs correspond to Parcels 1, 2, 3, 4, 5, 6, 7, 8, 9A, 9B, and 12 in the legal description of the real property set forth in Schedule A of that certain preliminary title report dated February 19, 2025 Revision No. 1 Order No. 2306435, and the real property described in the legal description set forth in Schedule A of that certain preliminary title report dated June 23, 2025 Order No. 2661369 from Stewart Title of California (the "Real Property"), and (ii) and all of the Debtors' right, title, and interest in and to all personal property, including, without limitation, all building materials, supplies, equipment, inventory, temporary fencing, scaffolding, signage, HVAC units, doors, windows, fixtures, any other tangible Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 2 of 28 Acquisition Co II, LLC, as the successful bidder (the "Successful Bidder"), pursuant to the purchase and sale agreement (the "PSA"), between the Debtors as sellers (each, a "Seller" and collectively, the "Sellers") and the Successful Bidder, as buyer (together with its permitted assignees under the PSA, the "Buyer"), free and clear of all claims, liens, interests, and encumbrances, (ii) approving the consensual rejection or termination of the Ground Leases (as defined below) effective as of the Closing Date (as defined below), (iii) approving the form of Grant Deed, substantially in the form attached hereto as Exhibit D, and (iv) granting related relief. In further support of the Motion, the Debtors respectfully represent as follows: JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the District of Delaware (the "Court") has jurisdiction to consider this Motion under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. 2. Pursuant to rule 9013-1(f) of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), the Debtors confirm their consent to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 3. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of these chapter 11 cases and this Application in this district is proper under 28 U.S.C. §§ 1408 and 1409. personal property of any kind (whether or not yet incorporated into the Real Property or stored thereat and only to the extent owned by the Debtors) (collectively, the "Personal Property") located on or at the Real Property and owned by the Debtors. For the avoidance of doubt, a portion of the Real Property is owned by the Debtors as undivided tenants -in -common with non -Debtor SilverRock Land II, LLC, a Delaware limited liability company ("SR Land" and such property, the "TIC Property") and the entirety of the TIC Property is included in the Purchased Assets. 0 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 3 of 28 4. The bases for the relief requested herein are sections 105(a) and 363 of chapter 11 of title 11 of the United States Code, as amended (the `Bankruptcy Code"), rules 2002, 6004, and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Local Rules 2002-1, 6004-1, and 9006-1. RELIEF REQUESTED 5. In accordance with the Bid Procedures, the Debtors hereby seek entry of an order, substantially in the form attached hereto as Exhibit A, (i) authorizing and approving the Debtors' sale of the Purchased Assets free and clear of liens, claims, encumbrances, and interests (the "Sale Transaction") on the terms set forth in the PSA between and among the Debtors and the Buyer, attached to the Proposed Order as Exhibit 1, (ii) approving the consensual rejection and termination of the Ground Leases (as defined below), (iii) approving the form of Grant Deed, substantially in the form attached hereto as Exhibit D, and (iv) granting related relief. 6. In support of this Motion, the Debtors submit the declarations of Jeffrey Adkison, their real estate broker (the "Adkison Declaration"), and Christopher S. Sontchi, the Debtors' independent manager (the "Sontchi Declaration"), filed contemporaneously herewith. BACKGROUND I. General Background 7. On August 5, 2024 (the "Petition Date"), each Debtor filed a voluntary petition for relief pursuant to chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. These chapter 11 cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b). No official committee of unsecured creditors has been appointed in these cases. 3 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 4 of 28 8. The factual background regarding the Debtors, including their business operations, capital and debt structure, and the events leading to the filing of these chapter 11 cases, is set forth in more detail in the Declaration of Robert S. Green, Jr. in Support of the Debtors' Chapter 11 Petitions and First Day Pleadings [Docket No. 13] (the "First Day Declaration"). As set forth in the First Day Declaration, the Debtors' business operations center around the real estate development of a 525-acre master planned community in the City of La Quinta, California (the "Project"), now known as "Talus." II. The Marketing Process 9. As set forth in greater detail in the Motion of Entry of Order (I) Authorizing and Approving (A) Bid Procedures and (B) Form and Manner of Notice of Bid Procedures [Docket No. 358] (the "Bid Procedures Motion"), the Debtors have prosecuted these chapter 11 cases, in part, in pursuit of a sale transaction of their Real Property and Personal Property to a buyer with the financial capability and development competence to finish construction and development of the Project. 10. On January 15, 2025, the Court approved the appointment of Jones Lang LaSalle North Americas, Inc. ("JLL") to act as the Debtors' exclusive real estate broker and advisor. See Order Authorizing the Retention and Employment of Jones Lang LaSalle North Americas, Inc. as Real Estate Broker and Advisor to the Debtors Docket No. 312, Ex. 1.] (the "JLL Retention Order"). For nearly eight months, JLL prepared for and conducted a robust marketing process for the Purchased Assets, including outreach to at least 7,294 potential buyers, with more than 60 of such parties executing non -disclosure agreements (each, an "NDA"), and obtaining access to the Debtors' virtual data room for the sale process (the "VDR"). During the marketing process, relevant information regarding the Project, including the Purchased Assets, has been made E Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 5 of 28 available in the VDR, including, inter alia, surveys and reports related to the Real Property, such as, without limitation, seismic studies, environmental impact assessments, a title report, an ALTA report, entitlement documents, and information related to the golf course associated with the Project. 11. Key components of this process have involved tours of the Real Property by potential bidders and their investment partners, discussions between the Debtors and prospective bidders, and discussions between potential bidders and the representatives of the Debtors' DIP Lender and major stakeholder, the City of La Quinta, California (the "Cfty"). Additionally, the Qualified Bidders (as defined below) negotiated voluminous documents directly with the City regarding the acquisition of City -owned property, development plans, and rights, and other terms related to the Project. III. The Bid Procedures Order 12. In connection with the sale process, the Court entered an order [Docket No. 396] (the "Bid Procedures Order") approving the relief requested by the Bid Procedures Motion on March 13, 2025. Among other things, the Bid Procedures Order approved certain procedures (the "Bid Procedures") that provided a framework for the sale process in these chapter 11 cases. 13. Pursuant to the Bid Procedures, the Debtors, in consultation with certain Consultation Parties (as defined therein) and the City, were empowered to solicit letters of intent (each, a "Stalking Horse LOI") from bidders willing to serve as a stalking horse with respect to the sale process, designate such bidder as the stalking horse bidder (the "Stalking Horse Bidder"), and provide bid protections to the Stalking Horse Bidder. Bid Procedures Order ¶¶ 6-8. 14. The Bid Procedures provided that the Stalking Horse Bidder could propose a break- up fee to be paid if (i) a party other than the Stalking Horse Bidder is selected as the Successful 5 Case 24-11647-MF-W Doc 621 Filed 08/15/25 Page 6 of 28 Bidder (as defined in the Bid Procedures) for the Purchased Assets and (ii) if approved by the Court. Bid Procedures Order ¶¶ 6,8. 15. The timeline outlined in the Bid Procedures Order was further refined on April 24, 2025 when the Debtors filed the Notice of Revised Sale Process Deadlines [Docket No. 452], on June 2, 2025 when the Debtors filed the Notice of Further Revised Sale Process Deadlines [Docket No. 508], and again on June 4, 2025, when the Debtors filed the Second Notice of Further Revised Sale Process Deadlines [Docket No. 512] (such notices, the "Sale Process Extension Notices"), thereby extending certain dates related to the sale process. 16. As communicated to all potential bidders, parties that wished to be considered for designation as a stalking horse bidder for the Debtors' assets were requested to return an executed version of the Stalking Horse LOI to JLL and the CRO by May 27, 2025. Moreover, by submitting a Stalking Horse LOI, each potential bidder agreed that if it was selected as the Stalking Horse Bidder by the Debtors and the Court approved such designation, then (i) the terms of the Stalking Horse LOI would become binding upon the Stalking Horse Bidder, (ii) the Stalking Horse Bidder would be required to work diligently with the City to negotiate and finalize for execution the Amended Development Documents (as defined therein), and (iii) if the Stalking Horse Bidder was ultimately selected as the Successful Bidder (subject to Court approval), the Stalking Horse Bidder would be obligated to execute a PSA with the Debtors and open escrow pursuant to the terms of the PSA. The Debtors received five (5) Stalking Horse LOIs, certain of which were accompanied by marked versions of the PSA, marketing materials, and other materials. IV. The Selection of a Stalking Horse Bidder 17. On June 5, 2025, the Debtors, in consultation with the Consultation Parties and the City selected TBE RE Acquisition Co II LLC as the proposed Stalking Horse Bidder and Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 7 of 28 determined that its Stalking Horse LOI (the "Designated Stalking Horse LOI") represented the highest or otherwise best offer then available for the Purchased Assets. Also on June 5, 2025, the Debtors filed a motion requesting entry of an order approving the Debtors' selection of the Stalking Horse Bidder and the $2 million break-up fee payable in accordance with the terms of such order [Docket No. 513] (the "Break -Up Fee" and such motion, the "Stalking Horse Motion"). A copy of the Designated Stalking Horse LOI was attached as Exhibit B to the Stalking Horse Motion. 18. On June 17, 2025, the Court held a hearing to consider, among other things, approval of the relief requested by the Stalking Horse Motion (the "Stalking Horse Hearing"). At the conclusion of the Stalking Horse Hearing, the Court granted the relief requested by the Stalking Horse Motion and an order approving the same was entered by the Court on June 20, 2025 [Docket No. 536] (the "Stalking Horse Order") 19. The purchase price for the Purchased Assets under the Designated Stalking Horse LOI was $60 million dollars (the "Stalking Horse Purchase Price"). Pursuant to the terms of the Designated Stalking Horse LOI, certain required documents for the development of the Real Property (the "Amended Development Documents") were required to be negotiated and substantially finalized with the City by July 29, 2025 (the "Initial Bid Deadline") V. The Overbid Process 20. Following the selection of the Stalking Horse Bidder, JLL and the CRO continued to work with other bidders to facilitate due diligence requests and provide them with additional information to enable them to submit letters of intent (each a "Qualified Bidder LOI") and other information sufficient to be "qualified" by the Debtors, in consultation with the City and the Consultation Parties (each, a "Qualified Bidder") by July 7, 2025 (the "Qualified Bid Deadline") 7 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 8 of 28 21. Ultimately, the Debtors determined, in consultation with the City and the Consultation Parties, to designate three (3) parties that submitted materials and development proposals prior to the Qualified Bid Deadline as Qualified Bidders, in addition to the Stalking Horse Bidder. Thereafter, the Debtors, the City, and their respective advisors worked with such parties, depending on the applicable Qualified Bidder's level of engagement, to (i) negotiate and finalize the Amended Development Documents with the City on or before the Bid Deadline, (ii) submit a Qualified Bidder LOI to the Debtors on or before the Bid Deadline, and (iii) provide their bid deposit of $5 million. VI. The Auction Procedures Motion, the Auction, and the Notice of Successful Bidder 22. On July 11, 2025, the Debtors filed that certain Debtors' Motion for Entry of Order (I) Authorizing Auction; (II) Approving Auction Procedures; (III) Approving Notice Procedures Related to Auction; and (IV) Granting Related Relief [Docket No. 562] (the "Auction Procedures Motion"). The Court held a hearing to consider the relief requested by the Auction Procedures Motion on July 18, 2025, and thereafter entered an order granting the same. See Docket No. 577 (the "Auction Procedures Order"). Among other things, the Auction Procedures attached as Exhibit 1 to the Auction Procedures Order make clear that only Qualified Bidders that satisfy certain requirements would be eligible to participate in the Auction. 23. On July 24, 2025, the Debtors filed that certain Notice of Revised Bid Deadline [Docket No. 593] extending the Initial Bid Deadline to August 1, 2025 (the "Bid Deadline"). 24. Following the Bid Deadline, the Debtors, in consultation with the City and the Consultation Parties, reviewed the Qualified Bidder LOIs and assessed whether the Qualified Bidders and the Stalking Horse Bidder had satisfied the applicable requirements. As a result of Case 24-11647-MF-W Doc 621 Filed 08/15/25 Page 9 of 28 this review, the Debtors determined that only the Stalking Horse Bidder and one other Qualified Bidder had satisfied the applicable requirements and were eligible to participate in the Auction. 25. Thereafter, in accordance with the Auction Procedures Order, the Debtors conducted a live auction on August 4, 2025 in La Quinta, California (the "Auction"). In accordance with the Auction Procedures, the Auction continued until all bidders had submitted their Last and Final Bids (as defined in the Auction Procedures). The Last and Final Bids of both bidders were held open, and on August 5, 2025, the City of La Quinta, California City Council (the "Council") met in closed session to review the Last and Final Bids. 26. Following the Council's closed session meeting, the Debtors and the Council continued to discuss and to consider the Last and Final Bids. The Council ultimately indicated that it would only preliminarily approve TBE RE Acquisition Co II LLC as the Successful Bidder.4 Ultimately, as a result of these negotiations, the Debtors selected TBE RE Acquisition Co II LLC as the Successful Bidder and designated its bid as the Successful Bid. The Successful Bid is essentially the Stalking Horse LOI with an increased purchase price (the "Purchase Price") of $65 million of cash proceeds (the "Cash Proceeds") and an agreement by the Successful Bidder to modify its form of purchase and sale agreement to provide greater certainty as to the Successful Bidder's termination rights with respect to any appeal filed under the California Environmental Quality Act (the "PSA Modification") 27. In addition, City has agreed to certain accommodations (the "City Consideration") related to these chapter 11 cases. As will be set forth in an amendment to the DIP Facility, in furtherance of closing the Sale Transaction to the Buyer, the City will provide the City 4 The closed session meeting served solely to consider the City's preliminary approval for the purpose of the Auction process. The Successful Bidder is required to submit a formal application pursuant to California law and City ordinances, and final approval is subject to the outcome of those procedures. .0 Case 24-11647-MF-W Doc 621 Filed 08/15/25 Page 10 of 28 Consideration, which is comprised of: (i) the subordination of $2.25 million of the DIP Facility to valid secured claims on the Purchased Assets and (ii) the provision of $1 million in committed additional non -priming secured financing (with an option for up to $1 million of further financing on the same terms) to wind -down the Debtors' estates following the closing of the Sale. As a result of the Successful Bid and the City Consideration, the closing of the Sale Transaction will result in not less than $67.25 million of consideration plus access to additional non -priming financing of at least $1 million to administer these cases through a plan process. 28. Contemporaneously herewith the Debtors are filing a notice identifying the Successful Bidder on the docket of these chapter 11 cases (the "Notice of Successful Bidder"). BASIS FOR RELIEF I. The Sale Transaction Should Be Approved as an Exercise of the Debtors' Sound Business Judgment Under Section 363(b) of the Bankruptcy Code. A. Consummation of the Sale is an Exercise of the Debtors' Sound Business Judgment. 29. Section 363(b) of the Bankruptcy Code provides that a debtor may sell property of the estate outside the ordinary course of business after notice and a hearing. 11 U.S.C. § 363(b). Although section 363 does not specify a standard for determining when it is appropriate for a court to authorize the use, sale, or lease of property of the estate, courts have found that a debtor's sale or use of assets outside the ordinary course of business should be approved if the debtor can demonstrate "some articulated business justification," as established by the Second Circuit in Committee of Equity Security Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983), which decision has been adopted by courts in this circuit. See, e.g., Dai-Ichi Kangyo Bank, Ltd. v. Montgomery Ward Holding Corp. (In re Montgomery Ward Holding Corp), 242 B.R. 147, 153 (D. Del. 1999) ("In determining whether to authorize the use, sale, or lease of property of the estate under [section 363], courts require the debtor to show that a sound business 10 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 11 of 28 purpose justifies such actions."). Once the Debtors articulate a valid business justification, "[t]he business judgment rule ... `is a presumption that in making the business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action was in the best interests of the company." In re S.N.A. Nut Co., 186 B.R. 98 (Bankr. N.D. Ill. 1995). 30. The Debtors have a sound business justification for consummating the Sale Transaction, which is the result of a competitive -bidding process consistent with the Bid Procedures. As noted above, the Debtors prosecuted these cases, in part, to sell their assets to a purchaser that had the development experience and expertise to finish construction and development of the Project. Based upon an analysis of the Debtors' liquidity situation and future prospects, the Debtors have concluded that the sale of the Purchased Assets to the Buyer in accordance with the terms of the PSA (including the PSA Modification) offers the best way to maximize recoveries for creditors in these chapter 11 cases. Moreover, a timely consummation of the Sale Transaction contemplated by the PSA is essential to ensuring the Debtors' compliance with the terms of the DIP Credit Agreement and ability to facilitate the remainder of these cases. See DIP Credit Agreement § 6(b). Indeed, at present, the Debtors are aware of no credible alternative to maximize the value of their assets outside of the Sale Transaction and there would be significant challenges to obtaining necessary City approval for a development other than that contemplated by the Sale Transaction. 31. Moreover, the Sale Transaction represents a sound exercise of the Debtors' business judgment because the Purchase Price obtained in connection with the Successful Bid will provide the Debtors with Cash Proceeds of at least $65 million and the PSA Modification. On the closing of the Sale Transaction to the Buyer, the Debtors will also obtain access to the City Consideration. In addition, because the Debtors have selected the Stalking Horse Bidder as the 11 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 12 of 28 Successful Bidder, the estates will not incur any liability in respect of the $2 million Break -Up Fee authorized by the Stalking Horse Order.5 32. Accordingly, the Sale Transaction is a sound exercise of the Debtors' business judgment and should be approved under section 363(b) of the Bankruptcy Code. B. Adequate and Reasonable Notice of the Sale Transaction Has Been Provided. 33. In accordance with the Bid Procedures Order, the Debtors filed the Notice of Successful Bidder contemporaneously herewith. The Notice of Successful Bidder was served on all creditors who filed an appropriate request for service of notices in accordance with Bankruptcy Rule 2002. Within five (5) business days of filing this Motion, the Debtors will publish notice of this Motion (the "Sale Notice") in the San Diego Union -Tribune and the Desert Sun. Copies of the Sale Notice will also be filed on the docket of these chapter 11 cases and posted on the website of the Debtors' claims and noticing agent, Reliable Companies, at https://www.bankruptcy- claims.com/silverrock/. C. The Sale Transaction Has Been Proposed in Good Faith and Without Collusion, and the Buyer is a "Good Faith Buyer. " 34. Pursuant to section 363(m) of the Bankruptcy Code, a good -faith purchaser is one who purchases assets for value, in good faith, and without notice of adverse claims. O'Dwyer v. O'Dwyer (In re O'Dwyer), 611 Fed. App'x 195, 200 (5th Cir. 2015); see also In re Abbotts Dairies of Penn., Inc., 788 F.2d 143, 147 (3d Cir. 1986) (to constitute lack of good faith, a party's conduct In accordance with paragraph 6 of the JLL Retention Order, the Debtors hereby disclose that, in accordance with the terms of the Exclusive Listing Agreement (the "Agreement") between and among JLL and the Debtors with respect to JLL's services in these chapter 11 cases, JLL has earned and shall be paid a "Success Fee" calculated as two (2) percent of the Gross Purchase Price for the Purchased Assets, here: $1.3 million. See Agreement ¶ 1(h). $500,000 of this amount has already been paid to JLL as the "Structuring Advisory Fee" (as defined in the Agreement) and is credited against the Success Fee. Agreement ¶ 10). As a result, the Debtors are obligated to pay the remaining $800,000 to JLL in satisfaction of the remainder of the Success Fee and shall do so out of proceeds of the Sale Transaction. 12 Case 24-11647-MF-W Doc 621 Filed 08/15/25 Page 13 of 28 in connection with the sale must usually amount to fraud, collusion between the buyer and other bidders or the trustee, or an attempt to take grossly unfair advantage of other bidders). 35. In other words, a party would have to show fraud or collusion between the successful bidder and the debtor -in -possession or other bidders in order to demonstrate a lack of good faith. An appropriate characterization of good faith in a bankruptcy sale is a lack of "fraud, collusion between the purchaser and other bidders or the trustee, or an attempt to take grossly unfair advantage of other bidders." In re Bleaufontaine, Inc., 634 F.2d 1383, 1388 n.7 (5th Cir. 1981) (quoting In re Rocklndus. Mach. Corp., 572 F.2d 1195, 1198 (7th Cir. 1978)). The Debtors submit that the Buyer is a "good faith" purchaser within the meaning of section 363(m) and the terms of the PSA were negotiated at arm's-length and in good faith without any collusion or fraud.6 See Adkison Decl. ¶ 24. The Bid Procedures and the Auction Procedures were designed to produce a fair, transparent, and competitive bidding process. See Bid Procedures ¶ 5; Auction Procedures at 3. Moreover, the Auction was conducted in a fair and transparent manner. Prior to submitting any bids on the record of the Auction, all bidders were required to aver orally, the following: (i) that the bidder had not engaged in any collusion with respect to the bidding process, (ii) that its bid is a bona fide offer, (iii) that its Last and Final Bid would remain open until the Debtors have selected the Successful Bidder and, if applicable, Next -Highest Bidder with respect to the Purchased Assets, and (iv) that its Last and Final Bid would be binding on the bidder if it is selected as the Successful Bidder or, to the extent applicable, the Next -Highest Bidder, in accordance with the Bid Procedures. 6 Section 363(m) provides that: The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease or property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal. 11 U.S.C. § 363(m). 13 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 14 of 28 36. All parties in interest have had and continue to have an opportunity to evaluate and object, if necessary, to any particular parry's conduct at the Auction and/or the satisfaction of the requirements of section 363(m) of the Bankruptcy Code. Accordingly, the Debtors are prepared to show, at the hearing to approve the Sale Transaction that the Buyer is a good faith purchaser and is entitled to the full protections of section 363(m) of the Bankruptcy Code. II. Section 363(f) Authorizes Sale of the Purchased Assets Free and Clear of Liens, Claims, and Encumbrances other than the DIP Liens. 37. Section 363 of the Bankruptcy Code authorizes a debtor to sell assets free and clear of liens, claims, interests, and encumbrances in property of an entity other than the estate if: (1) applicable nonbankruptcy law permits a sale of such property free and clear of such interest; (2) such entity consents; (3) such interest is a lien and the price at which such property is to be sold is greater than the value of all liens on such property; (4) such interest is in bona fide dispute; or (5) such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest. 11 U.S.C. § 363(f). 38. Section 363(f) of the Bankruptcy Code is drafted "in the disjunctive," and satisfaction of any one of its five provisions is sufficient to permit the sale of the Purchased Assets free and clear of liens. See In re Nature Leisure Times, LLC, No. 06-41357, 2007 WL 4554276, at *3 (Bankr. E.D. Tex. Dec. 19, 2007). 39. The Debtors anticipate that they will be able to satisfy one or more of the conditions set forth in section 363(f) of the Bankruptcy Code with respect to all parties asserting a lien, claim, encumbrance, or the like against the Purchased Assets. In particular, known lienholders will receive notice and will be given sufficient opportunity to object to the relief requested by this 14 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 15 of 28 Motion. Such lienholders that do not object to the Sale Transaction should be deemed to have consented. See FutureSource L.L.C. v. Reuters Ltd., 312 F.3d 281, 285-86 (7th Cir. 2002); Hargrave v. Twp. of Pemberton (In re Tabone, Inc.), 175 B.R. 855, 858 (Bankr. D.N.J. 1994) (holding that a creditor's failure to object to sale free and clear of liens, claims, and encumbrances satisfies section 363(f)(2)). 40. Moreover, sections 363(f)(1), (4), and (5) of the Bankruptcy Code authorize a sale of the Purchased Assets free and clear of the interests, claims, liens, and security interests described in detail below. 41. As to the liens and claims asserted by Cypress Holdings, LLC ("Cypress"), section 363(f)(2) is satisfied with respect to the sale of the Purchased Assets free and clear of such liens and claims because, pursuant to that certain Stipulation Between the Debtors, the City of La Quinta, California, and Cypress Point Holdings, LLC Regarding Motion of Debtors Pursuant to Sections 105, 361, 362, 363, 364, and 507 of the Bankruptcy Code, Bankruptcy Rule 4001, and Local Rule 4001-2, for an Order (I) Authorizing Debtors to Obtain Postpetition Financing; (II) Granting DIP Lender Priming Liens and Super -Priority Claims; and (III) Granting Related Relief (the "Cypress Stipulation"), Cypress waived and released its rights to object to any sale of the Debtors' estate property under 11 U.S.C. § 363(f). See Cypress Stipulation ¶ 6. The Court entered an order approving the Cypress Stipulation on January 15, 2025. See Docket No. 315. "[L]ack of objection (provided of course there is notice) counts as consent" for purposes of extinguishing interests in a bankruptcy sale. Futuresource, 312 F.3d at 285; see also Prime Healthcare Servs., Inc. v. Hudson Hosp. Propco, Inc. (In re ChristHosp.), C.A. No. 14-472 (ES), 2014 U.S. Dist. LEXIS 128409, at *36 (D.N.J. Sept. 12, 2014) ("Silence by affected claim holders may constitute consent for purposes of section 363(f)(2)."); see also In re Gabel, 61 B.R. 661 (Bankr. W.D. La. 1985) 15 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 16 of 28 (holding that implied consent is sufficient to authorize a sale under section 363(f)(2) of the Bankruptcy Code). 42. With respect to the sale of the Purchased Assets free and clear of the interest of non -debtor SR Land in Parcel B of LLA 2020-0007 (the "TIC Parcel"), section 363(f)(2) is satisfied by the parties' agreement in connection with the Final DIP Order (as defined below) and also through section 363(h) of the Bankruptcy Code. The TIC Parcel is owned by RGC PA 789, LLC and SR Land as tenants in common wherein RGC PA 789, LLC has a 57.2% interest in the TIC Parcel and SR Land has a 42.8% interest. SR Land consented to the sale of the TIC Parcel subject to implementation of the terms agreed to between the Debtors and SR Land in paragraph 3 of Exhibit 3 to that certain Final Order (I) Authorizing the Debtors to Obtain Postpetition Secured Financing, (II) Granting Priming Liens and Superpriority Administrative Expense Status, and (III) Granting Related Relief [Docket No. 330] (the "Final DIP Order"). 43. The City has (i) an option to repurchase, and right of first refusal to repurchase, all or portions of the Phase lA Property and Phase 1B Property (Excluding Planning Areas 7, 8, and 9) And Termination of Prior Phase IA Option Agreement dated November 28, 2018 and recorded on even date as Document No. 2018-0464676 in the Recorder's Office (the "Phases lA and 1B Properties Repurchase Option Agreement"), and (ii) an Option Agreement (Phase 1B Property — PA 7, 8, and 9) dated November 28, 2018 and recorded on even date as Document No. 2018- 0464677 in the Riverside County Recorder's Office (the "PA 7-9 Repurchase Option Agreement" and together with the Phases IA and 1B Properties Repurchase Option Agreement, the "City Repurchase Options").7 As covenants running with the land, the Debtors may lack the ability to 7 See Declaration of Jon McMillen in Support of City of La Quinta's Opposition to Motion of Debtors Pursuant to Sections 105, 361, 362, 363, 364, and 507 of the Bankruptcy Code, Bankruptcy Rule 4001, and Local Rule 4001- 2, for Interim and Final Orders (I) Authorizing Debtors to Obtain Postpetition Financing; (II) Granting DIP 16 Case 24-11647-MF-W Doc 621 Filed 08/15/25 Page 17 of 28 sell free and clear of the City Repurchase Options. Furthermore, pursuant to the Amended Final DIP Order, the Debtors waived the right to sell, transfer, assign or revest their property free and clear of the City Repurchase Options. Such waiver (and others set forth in the Amended Final DIP Order) survive repayment of indebtedness under the DIP Facility. See Amended Final DIP Order at 18-19. Nevertheless, the City has agreed that effective upon the closing of the Sale Transaction to the Buyer pursuant to this Motion, the City will release the City Repurchase Options.$ Thus, the Debtors do not seek to sell free and clear of the City Repurchase Options. 44. Accordingly, the Purchased Assets may be sold free and clear in accordance with section 363(f) of the Bankruptcy Code for these reasons and as follows. A. The Sale Satisfies Section 3630(1) of the Bankruptcy Code Because State Foreclosure Law Would Permit the Sale of the Purchased Assets Free and Clear of Existing Liens and Interests. 45. Section 363(f)(1) of the Bankruptcy Code provides that a debtor may sell property free and clear of a lien on such property if "applicable nonbankruptcy law permits a sale of such property free and clear of such interest." 11 U.S.C. § 363(f)(1). The Third Circuit has held that the term "any interest in property" is intended to be construed broadly and "refer[s] to `obligations that are connected to, or arise from, the property being sold."' In re Trans World Airlines, Inc., 322 F.3d 283, 289 (3d Cir. 2003) (quoting Folger Adam Sec. Inv. V. DeMatteis/MacGregor, J. V., 209 F.3d 252, 259 (3d Cir. 2000)). A court may authorize a sale under section 363(f)(1) "when the nonbankruptcy law by its terms relieves a successor from ongoing obligations associated with the property." 3 Collier on Bankr. P 363.06[2] (citing UMWA 1992 Benefit Plan v. Leckie Lender Liens and Super -Priority Claims; (III) Scheduling a Final Hearing; and (IV) Granting Related Relief [Docket No. 67] at 17-18. $ The City's agreement in this regard is solely to facilitate the sale to the Buyer pursuant to this Motion and does not constitute a general agreement to release the City Repurchase Options. Except as expressly stated, the City reserves its rights with respect to the City Repurchase Options. 17 Case 24-11647-MF-W Doc 621 Filed 08/15/25 Page 18 of 28 Smokeless Coal Co. (In re Leckie Smokeless Coal Co.), 99 F.3d 573, 578 (4th Cir. 1996), cert. denied, 520 U.S. 1118 (1997) (referencing district court decision)). 46. The Supreme Court has recognized that, except where it specifically overrides state law, the Bankruptcy Code enforces applicable property rights created by state law. Butner v. United States, 440 U.S. 48, 54-57 (1979). See also In re BSA, 137 FAth 126, 164 (3d Cir. 2025) ("Non -bankruptcy law generally defines parties' property rights."); In re Jensen, 369 B.R. 210, 227 (Bankr. E.D. Pa. 2007) ("Generally speaking, nonbankruptcy law defines the nature, scope, and extent of property rights that become part of the bankruptcy estate."). 47. Moreover, a debtor may rely on a secured creditor's foreclosure rights under state law for purposes of satisfying section 363(f)(1). See In re Southland Royalty Co. LLC, 623 B.R. 64, 98 (Bankr. D. Del. 2020) (holding that the plain language of section 363(f)(1) permits debtor to stand in the shoes of a secured lender to exercise the secured lender's foreclosure rights under nonbankruptcy law). 48. Here, the Project is located in California and California law applies. California law provides that a junior lienholder's interests may be extinguished pursuant to a foreclosure sale. See Cal. Code Civ. Proc. § 701.630 ("If property is sold pursuant to this article, the lien under which it is sold, any liens subordinate thereto, and any state tax lien (as defined in Section 7162 of the Government Code) on the property sold are extinguished."); see also Robin v. Crowell, 55 Cal. App. 51h 727, 743 (Cal. Ct. App. 2020) ("After a judicial foreclosure, any liens on the property subordinate to the deed of trust are extinguished, unless the lien was properly recorded at the time the action was commenced and the lienholder was not made a party to the action ... In a non - judicial foreclosure ... [a]s a general rule, the purchaser at a nonjudicial foreclosure sale receives title under a trustee's deed free and clear of any right, title or interest of the trustor or junior IN Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 19 of 28 lienholders ... [i]f the proceeds of the sale exceed the amount necessary to pay the costs of the sale and satisfy the senior deed of trust, the excess is used to satisfy any obligations secured by junior liens."). Moreover, "[i]t is a fundamental principle of mortgage law that: [a] valid foreclosure of a mortgage terminates all interests in the foreclosed real estate that are junior to the mortgage being foreclosed and whose holders are properly joined or notified under applicable law." Saastopankkien Keskus-Osake (Skopbank) v. Allen -Williams Corp., 7 F.Supp. 2d 601, 607 (D.V.I. 1998) (citing Restatement (Third) of Property, Mortgages § 7.1)). 49. As applied here, a foreclosure under California law upon the Purchased Assets by the City to enforce payment of the DIP Liens or by any holder of a valid tax lien or valid senior lien on the same parcels of real property would permit the extinguishment of junior liens and interests. Therefore, the Debtors respectfully request the Court find that section 363(f)(1) of the Bankruptcy Code is satisfied and permits the sale of the Purchased Assets, free and clear of the liens identified on Exhibit B attached hereto.9 B. Bona Fide Disputes Regarding the Validity of Certain Liens and Claims Exist, Thereby Satisfying Section 363()9(4) of the Bankruptcy Code. 50. Section 363(f)(4) of the Bankruptcy Code provides that a debtor may sell property free and clear of an interest with respect to such property if "such interest is in bona fide dispute." 11 U.S.C. § 363(f)(4). Although not defined in the Bankruptcy Code, courts have defined a "bona fide dispute" as existing "when there is an objective basis for a factual or legal dispute as to the validity of the asserted interest." In re NJAffordable Homes Corp., 2006 Bankr. LEXIS 4498, Case No. 05-60442 (DHS), at *38, *41 (Bankr. D. N.J. Jun. 29, 2006). However, the court is not 9 For the avoidance of doubt, the Debtors believe that sections 363(f)(1) and (f)(5) also provide a bases for sale of the Purchased Assets "free and clear" of all liens identified on Exhibit C hereto as well for the same reasons, all liens identified on Exhibit C are also junior to valid tax liens and to the extent of priming, the DIP Liens. The failure to specifically include alien on Exhibit B that is separately listed on Exhibit C shall not constitute a waiver or admission by the Debtors as to the applicability of sections 363(f)(1) and (f)(5) as bases for the sale "free and clear" of such liens. 19 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 20 of 28 required to resolve the bona fide dispute; it only must determine that a valid dispute exists. Id. at *42. 51. Further, there is no requirement for an adversary proceeding to be pending for there to be a bona fide dispute over the validity of a lien. See id. at *42-*43; see also In re Bedford Square Assoc., L.P., 247 B.R. 140, 145 (Bankr. E.D. Pa. 2000) (stating that although the debtor has not commenced a section 544(a)(3) action, the fact that in all probability it could so is sufficient to establish that a bona fide dispute exists for purposes of section 363(f)(4)). Instead, disputes over the validity of a lien can be established through pleadings filed before the bankruptcy court. For example, in In re Collins the bankruptcy court held that there was a bona fide dispute under section 363(f)(4) of the Bankruptcy Code over the validity of the junior lienholders' third priority lien because the Federal Deposit Insurance Corporation filed an objection to the debtors' sale motion challenging the validity of the junior lienholders' lien, and the junior lienholders refuted those allegations at argument before the court. In re Collins, 180 B.R.447, 452 (Bankr. E.D. Va. 1995). Moreover, a dispute as to the priority of a lien is a sufficient bona fide dispute for purposes of section 363(f)(4). See In re Farina, 9 B.R. 726, 729 (Bankr. D. Me. 1981) ("Section 363(f)(4) . .. provides for the situation where adjudication of the validity, perfection, amount and priority of a lien will result in a delay detrimental to the best interests of the estate."); see also In re Elieff, Case No. SA CV 21-1720-DMG, 2022 WL 4484597, at *6 (C.D. Cal. Sept. 26, 2022) ("[A] dispute as to the prioritization (not merely the validity) of an interest is a bona fide dispute for purposes of section 363(fJ(4)."); In re TWL Corp., No. 08-42773-BTR-11, 2008 WL 5246069, at *5 (Bankr. E.D. Tex. Dec. 15, 2008) (objection as to secured status of claim rendered claim subject to bona fide dispute). 20 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 21 of 28 52. The Debtors submit that they have presented and will include in the record at the Sale Hearing sufficient evidence to establish objective bases for bona fide disputes existing with respect to the liens set forth on Exhibit C for the reasons set forth therein. Accordingly, the Debtors respectfully request that the Court find that section 363(f)(4) of the Bankruptcy Code is satisfied with respect to permitting the free and clear sale of the Purchased Assets. C. Section 363(1)(5) of the Bankruptcy Code is Satisfied 53. Section 363(f)(5) of the Bankruptcy Code provides that a debtor may sell property free and clear of a lien on such property if "such entity [holding a lien or interest] could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest." 11 U.S.C. § 363(f)(5). 54. A hypothetical proceeding that forces a lienholder to accept a payment of less than the full amount of the underlying debt in exchange for extinguishing its lien satisfies section 363(f)(5) of the Bankruptcy Code. See In re Urban Commons 2 W. LLC, 668 B.R. 42, 46-49 (Bankr. S.D.N.Y. 2025); see also In re Nine Point Energy Holdings, Inc. v. Caliber Measurement Servs. LLC (In re Nine Point Energy Holdings, Inc.), Case No. 21-10570 (MFW), Adv. Pro. No. 21-50243 (MFW), 2021 Bankr. LEXIS 1486, *22 (Bankr. D. Del. Jun. 1, 2021); In re Gulf States Steel, 285 B.R. 497, 508 (Bankr. N.D. Ala. 2002). 55. Accordingly, section 363(f)(5) of the Bankruptcy Code is satisfied where there is an applicable state foreclosure law that forces a junior lienholder to accept less than full payment of its debt in exchange for the release of its claim. See e.g., Urban Commons, 668 B.R. at 50; see also Gulf States Steel, 285 B.R. at 508-09. 56. Additionally, courts have held that section 363(f)(5) is satisfied if the lienholder could be crammed down under section 1129(b)(2) of the Bankruptcy Code and compelled to accept a money satisfaction of its lien. See e.g., In re Ferris Props., Case No. 14-10491 (MFW), 2015 21 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 22 of 28 Bankr. LEXIS 2554, at *5 (Bankr. D. Del. July 30, 2015) (finding that cramdown can be used to satisfy section 363(f)(5) provided debtor can prove either (i) creditor is retaining its liens, (ii) creditor is receiving deferred cash payments totaling at least the allowed amount of its claim, or (iii) creditor is receiving the indubitable equivalent of its claim); In re Grand Slam U.S.A., Inc., 178 B.R. 460, 462 (E.D. Mich. 1995); In re WK Lang Holdings, LLC, 2013 WL 6579172 (Bankr. D. Kan. Dec. 11, 2013), at *8; In re Gulf States Steel, Inc. of Alabama, 285 B.R. 497, 508 (Bankr. N.D. Ala. 2002); In re Healthco Int'l, Inc., 174 B.R. at 176; In re Terrace Chalet Apartments, Ltd., 159 B.R. 821, 829 (N.D. Ill. 1993). 57. California law allows a senior lienholder to foreclose to enforce a lien. See Cal. Code Civ. Proc. § 701.630 ("If property is sold pursuant to this article, the lien under which it is sold, any liens subordinate thereto, and any state tax lien (as defined in Section 7162 of the Government Code) on the property are extinguished."). A junior lienholder's lien will be extinguished, and it is only entitled to receive proceeds from a foreclosure sale after prior liens have been paid in full. See Cal. Civ. Proc. § 701.810 (setting forth the order of priority distributions to be made after foreclosure sale). Therefore, the holders of senior valid liens (including the DIP liens and tax liens on the Purchased Assets) could foreclose upon the Purchased Assets under California law and make payments related to the junior liens identified on Exhibit B hereto from foreclosure sale proceeds. See In re Boston Generating, LLC, 440 B.R. 302, 333 n.29 (Bankr. S.D.N.Y. 2010) (finding section 363(f)(5) was satisfied by a similar New York state law that provided junior lienholder was entitled to only the "surplus cash generated in a sale"). The junior lienholder can likewise enforce a lien by paying off the senior lienholder's debt through equitable redemption. In re Richter, 525 B.R. 735 (Bankr. C.D. Cal. 2015) ("Before the property is sold in the foreclosure sale, the owner has an equitable right of redemption (or equity of redemption), 22 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 23 of 28 which allows him to pay the entire debt owed to the foreclosing lienholder `at any time prior to the sale to avoid loss of the property' ... This redemption has the effect of satisfying the debt, extinguishing the lien, and terminating the power of sale."); see also Cal. Civil Code § 2903 ("Every person, having an interest in property subject to a lien, has a right to redeem it from the lien, at any time after the claim is due, and before his right of redemption is foreclosed, and, by such redemption, becomes subrogated to all benefits of the lien, as against all owners of other interests in the property, except in so far as he was bound to make such redemption for their benefit"); Cal. Civil Code § 2905 ("Redemption from a lien is made by performing, or offering to perform, the act for the performance of which it is a security, and paying, or offering to pay, the damages, if any, to which the holder of the lien is entitled for delay."). Further, the liens identified on Exhibit B hereto, as rejecting creditors in any plan in these chapter 11 cases, could be crammed down under section 1129(b)(2) of the Bankruptcy Code and compelled to accept money satisfaction of its lien. 11 U.S.C. § 1129(b)(2). 58. Accordingly, the Debtors request that the Court determine that section 363(f)(5) of the Bankruptcy Code is satisfied with respect to the liens identified on Exhibit B hereto so as to permit the free and clear sale of the Purchased Assets in a manner consistent therewith. III. Consensual Rejection or Voluntary Termination of the Ground Leases Should be Approved 59. A debtor in bankruptcy has "no greater rights or powers under a contract than the debtor would have outside of bankruptcy." Valley Forge Plaza Assoc. v. Schwartz (In re Valley Forge Plaza Assoc.), 114 B.R. 60, 62 (E.D. Pa. 1990) (citing In re Heaven Sent Ltd. v. Commercial Union Ins. Co., 37 B.R. 597, 597-98 (Bankr. E.D. Pa. 1984); In re PSA, Inc., 335 B.R. 580, 588 (Bankr. D. Del. 2005) (finding it "clear that the filing of a bankruptcy petition does not permit a debtor in possession to enjoy greater contract or property rights than it possessed outside of the 23 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 24 of 28 bankruptcy case") (citing In re Island Helicopters, Inc., 211 B.R. 453,464 (Bankr. E.D.N.Y. 1997) ("The filing of a bankruptcy petition does not expand the debtor's rights against others more than they exist at the commencement of the case")) (additional citations omitted). 60. Therefore, the ability to terminate a contract on its terms survives bankruptcy. Valley Forge, 114 B.R. at 62. Moreover, Third Circuit authority precludes a bankruptcy court from using its equitable powers to create new substantive rights under a contract. See, e.g., In re Morristown & Erie R.R. Co., 885 F.2d 98, 1001 (3d Cir. 1989) (a bankruptcy court's equitable powers do not extend to the creation of substantive rights); In re Kaplan, 104 F.3d 589, 597 (3d Cir. 1997) (a bankruptcy court does not have the equitable power to create substantive rights). 61. Effective as of the Closing, the Debtors seek to voluntarily and consensually terminate three (3) unexpired ground leases of nonresidential real property: (i) that certain Triple - Net Ground Lease, between and among SilverRock Development Company, LLC ("SRDC") as landlord, and SilverRock Lodging, LLC, as tenant, dated as of October 22, 2021, (the "Lodgin Ground Lease"), (ii) that certain Triple -Net Ground Lease, between and among, SRDC, as landlord, and SilverRock Luxury Residences, LLC, as tenant, dated as of October 22, 2021 (the "Luxury Ground Lease"), and (iii) that certain Triple -Net Ground Lease, between and among, SRDC, as landlord, and SilverRock Lifestyle Residences, LLC, as tenant, dated as of October 22, 2021 (the "Lifestyle Ground Lease" and together with the Lodging Ground Lease and the Luxury Ground Lease, the "Ground Leases"). Each of the Ground Leases has substantially similar terms — rent of $1.00 for a 99-year lease (the "Term") and covered property on which the Debtors intended to build residential housing branded by the hotel partners for the Project. The Ground Leases are the only non-residential real property leases in the Project to which any of the Debtors is a party and possession of the subject property did not visibly change upon execution of the Ground Leases. 24 Case 24-11647-MF-W Doc 621 Filed 08/15/25 Page 25 of 28 62. By their terms, the Ground Leases provide certain termination rights to SRDC, as landlord, in the event of, among other things, a taking of the subject property, an event of default, and other circumstances. See, e.g., Lifestyle Ground Lease ¶¶ 21(a); 28(d). Moreover, "a written notice from Landlord to Tenant stating Landlord's election to terminate Tenant's right to possession of the Premises constitutes acceptance of the surrender of the Premises and accomplishes a termination of [the Ground Lease]." Lifestyle Ground Lease ¶ 28(d). 63. The Debtors, who are the only parties to the Ground Leases, have determined to consensually reject and voluntarily terminate the Ground Leases prior to the expiration of their Term for several reasons. First, the Debtors have determined that the Ground Leases are no longer necessary for or beneficial to the estates and that because the Ground Leases were between Debtors, there is no need for the Buyer to assume the Ground Leases in connection with the Purchased Assets. Second, it is a condition to closing that the Ground Leases be rejected on or before the closing of the Sale Transaction. Third, the Debtors further submit that because the Ground Leases are intra-debtor obligations of the estates, no creditors or other third parties by the granting of this requested relief. Fourth, the Debtors believe that this request to voluntarily and consensually terminate the Ground Leases pursuant to this Motion and the Proposed Order requested to be entered in connection herewith satisfies the requirement for a written notice from the landlord electing an early termination of the Ground Leases and thus that the right to early termination of the Ground Leases was provided therein pre -bankruptcy and cannot be substantively modified now that the Debtors are operating under the protections of the Bankruptcy Code. For all of the foregoing reasons, the Debtors respectfully request approval of the voluntary and consensual termination of the Ground Leases in connection with entry of the Proposed Order. 25 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 26 of 28 IV. The Form of Grant Deed Should be Approved 64. As a condition to providing title insurance with respect to the Sale Transaction, Stewart Title of California, Inc., the Debtors' title company (the "Title Company") has required that the Debtors obtain approval from the Court of the form of grant deed (the "Grant Deed") to be executed by the Debtors to convey the Purchased Assets to the Buyer. By this Motion, the Debtors request that the Court approve the form of Grant Deed and authorize the Debtors to execute a Grant Deed upon Closing of the Sale Transaction to the Buyer in accordance with the terms of the Proposed Order, substantially in the form attached hereto as Exhibit D. 65. The Debtors submit that the contents of the Grant Deed are compliant with applicable nonbankruptcy law and are a requirement of the Title Company to insuring title for the Purchased Assets for the benefit of the Buyer. Accordingly, the Debtors respectfully request that the Court authorize the Debtors to execute the Grant Deed upon the occurrence of Closing of the Sale Transaction and approve the form of Grant Deed attached hereto as Exhibit D. 1►[171 Y IN 0 66. The Debtors will provide notice of this Motion to: (i) the Office of the United States Trustee for the District of Delaware; (ii) the Buyer; (iii) the City; (iv) the Consultation Parties; (v) the Interested Parties; (vi) all known counterparties to executory contracts with the Debtors; (vii) all persons known or reasonably believed, after reasonable inquiry, to have asserted a lien, encumbrance, claim or any other interest in any of the Purchased Assets; (viii) the Office of the United States Attorney General for the State of Delaware; (ix) the Office of the Attorney General for the State of California; (x) the Offices of the Secretaries of State for the States of Delaware and California; (xi) all taxing authorities having jurisdiction over any of the Purchased Assets, including the Internal Revenue Service; (xii) all environmental authorities having jurisdiction over any of the Purchased Assets, including the Environmental Protection Agency; (xiii) the Debtors' Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 27 of 28 other known creditors and equity security holders; and (xiv) all parties that have filed appropriate notice pursuant to Bankruptcy Rule 2002 requesting notice of all pleadings filed in these chapter 11 cases. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. 27 Case 24-11647-MFW Doc 621 Filed 08/15/25 Page 28 of 28 WHEREFORE, the Debtors respectfully request that the Court enter the Proposed Order, granting the relief requested in this Motion and granting such other and further relief as is appropriate under the circumstances. Dated: August 15, 2025 WILSON SONSINI GOODRICH & ROSATI, P.C. Wilmington, Delaware Is/ Catherine C. Lyons Erin R. Fay (No. 5268) Shane M. Reil (No. 6195) Catherine C. Lyons (No. 6854) Heather P. Lambert (No. 6923) 222 Delaware Avenue, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 304-7600 E-mails: efay@wsgr.com sreil@wsgr.com elyons@wsgr.com hlambert@wsgr.com - and — LAW OFFICES OF BENJAMIN M. CARSON, P.C. Benjamin M. Carson (admitted pro hac vice) 5965 Village Way, Suite E105 San Diego, California 92130 Telephone: (858) 255-4529 E-mail: ben@benjamincarson.com 1NOMPA Victor A. Vilaplana (admitted pro hac vice) 823 La Jolla Rancho Road La Jolla, California 92037 Telephone: (619) 840-4130 Email: vavilaplana@gmail.com Counsel to the Debtors and Debtors -in -Possession 28 Case 24-11647-MFW Doc 621-1 Filed 08/15/25 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SILVERROCK DEVELOPMENT COMPANY LLC, et al., Debtors. I Chapter 11 Case No.: 24-11647 (MFW) (Jointly Administered) Hearing Date: September 24, 2025 at 10:30 a.m. (ET) Obj. Deadline: September 2, 2025 at 4:00 p.m. (ET) NOTICE OF DEBTORS' MOTION FOR ENTRY OF AN ORDER (I) APPROVING THE SALE OF THE PURCHASED ASSETS TO THE SUCCESSFUL BIDDER FREE AND CLEAR OF ALL CLAIMS, LIENS, INTERESTS, AND ENCUMBRANCES; (II) APPROVING THE CONSENSUAL TERMINATION OR REJECTION OF GROUND LEASES, EFFECTIVE AS OF THE CLOSING DATE; (III) APPROVING FORM OF GRANT DEED; AND (IV) GRANTING RELATED RELIEF PLEASE TAKE NOTICE that, on August 15, 2025, the above -captioned debtors and debtors in possession (collectively, the "Debtors") filed the Debtors' Motion for Entry of an Order (I) Approving the Sale of the Purchased Assets to the Successful Bidder Free and Clear of all Claims, Liens, Interests, and Encumbrances; (II) Approving the Consensual Termination or Rejection of Ground Leases, Effective as of the Closing Date; (III) Approving Form of Grant Deed; and (IV) Granting Related Relief (the "Motion") with the United States Bankruptcy Court for the District of Delaware (the "Court"). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Motion must be filed on or before September 2, 2025 at 4:00 p.m. (ET) (the "Objection Deadline") with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, you must serve a copy of the objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE MOTION WILL BE HELD ON SEPTEMBER 24, 2025 AT 10:30 A.M. (ET) BEFORE THE HONORABLE MARY F. WALRATH, UNITED STATES BANKRUPTCY COURT JUDGE FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM NO. 4, WILMINGTON, DELAWARE 19801. The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. Case 24-11647-MFW Doc 621-1 Filed 08/15/25 Page 2 of 2 PLEASE TAKE FURTHER NOTICE THAT, IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING. Dated: August 15, 2025 WILSON SONSINI GOODRICH & ROSATI, P.C. Wilmington, Delaware /s/ Catherine C. Lyons Erin R. Fay (No. 5268) Shane M. Reil (No. 6195) Catherine C. Lyons (No. 6854) Heather P. Lambert (No. 6923) 222 Delaware Avenue, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 304-7600 E-mails: efay@wsgr.com sreil@wsgr.com clyons@wsgr.com hlambert@wsgr.com -and- LAW OFFICES OF BENJAMIN M. CARSON, P.C. Benjamin M. Carson (admitted pro hac vice) 5965 Village Way, Suite E105 San Diego, California 92130 Telephone: (858) 255-4529 E-mail: ben@benjamincarson.com -and- Victor A. Vilaplana (admitted pro hac vice) 823 La Jolla Rancho Road La Jolla, California 92037 Telephone: (619) 840-4130 Email: vavilaplana@gmail.com Counsel to the Debtors and Debtors -in -Possession Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 1 of 216 EXHIBIT A Proposed Order Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 2 of 216 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SILVERROCK DEVELOPMENT COMPANY, LLC, et al., Debtors. I Chapter 11 Case No.: 24-11647 (MFW) (Jointly Administered) Ref. Docket Nos. 315, 396, 437, 536, 577 & _ ORDER (I) APPROVING THE SALE OF ASSETS TO THE SUCCESSFUL BIDDER FREE AND CLEAR OF ALL CLAIMS, LIENS, INTERESTS, AND ENCUMBRANCES; (II) APPROVING THE CONSENSUAL TERMINATION OR REJECTION OF GROUND LEASES, EFFECTIVE AS OF THE CLOSING DATE; (HI) APPROVING FORM OF GRANT DEED; AND (IV) GRANTING RELATED RELIEF Upon consideration of the motion (the "Motion") of the debtors and debtors in possession (each, a "Debtor" and collectively, the "Debtors") in the above -captioned chapter 11 cases, pursuant to sections 105(a), 363, and 365 of title 11 of the United States Code (the "Bankruptcy Code") and Rules 2002, 6004, and 6006 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") for entry of an order (this "Sale Order") (i) authorizing the Debtors' execution of and approving the Purchase and Sale Agreement (the "PSA"), which shall be executed upon entry of this Sale Order, between the Debtors, as sellers (each a "Seller" and collectively, the "Sellers") and TBE RE Acquisition Co II LLC, as buyer (together with its permitted assignees under the PSA, the `Buyer"), a copy of which is attached hereto as Exhibit 1 (as amended, modified, or supplemented from time to time, the "PSA'),2 (ii) authorizing and approving the sale The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA, or to the extent not defined therein, the Bidding Procedures Order. Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 3 of 216 of substantially all of the Debtors' assets (the "Purchased Assets")3 to the Buyer pursuant to the PSA (the "Sale Transaction") free and clear of all claims, liens, interests, and encumbrances; (iii) approving the consensual termination of the Ground Leases effective as of the Closing Date; (iv) approving the form of Grant Deed (as defined below) substantially in the form attached hereto as Exhibit 4; and (v) granting related relief [Docket No. [9]; and the Court having entered that certain Order (I) Approving Certain Bidding Procedures and the Form and Manner of Notice Thereof; and (II) Granting Related Relief [Docket No. 396] (the `Bidding Procedures Order"), as well as the Order (I) Approving the Debtors' Selection of a Stalking Horse Bidder; (II) Approving Break - Up Fee in Connection Therewith; and (III) Granting Related Relief [Docket No. 536] (the "Stalking Horse Order") and the Order (I) Approving Auction Procedures; (II) Authorizing Auction; (III) Approving Notice Procedures Related to Auction; and (IV) Granting Related Relief (the "Auction Procedures Order") [Docket No. 577]; and the Debtors having determined that the highest and otherwise best offer for the Purchased Assets was made by the Buyer pursuant to the The "Purchased Assets" shall mean shall mean and shall consist of certain real property owned by the Debtors consisting of approximately 134+- acres located in the City of La Quinta, County of Riverside, CA, as legally described in the form of Grant Deed attached hereto as Exhibit 4, consisting of APNs: with APNs 777-060-083, 777-060-085, 777-060-075, 777-060-078, 777-490-058, 777-490-063, 777-490-064, 777-490-065, 777-490-066, 777-490-037, 777-490-057, 777-490-059, 777-490-068, 777-490-042, 777-490-076, 777-490-074 and 777-490- 075 and 777-490-077 and 777-490-079 and 777-490-080, 777-490-046, 777-490-071, 777-060-082,777-060- 084, 777-510-001 through 023, 777-510-025, 777-520-001 through 018, and 777-490-053,054 and 055, including any existing appurtenant rights, permits, entitlements, and improvements, which APNs correspond to Parcels 1, 2, 3, 4, 5, 6, 7, 8, 9A, 913, and 12 in the legal description of the real property set forth in Schedule A of that certain preliminary title report dated February 19, 2025 Revision No. 1 Order No. 2306435, and the real property described in the legal description set forth in Schedule A of that certain preliminary title report dated June 23, 2025 Order No. 2661369 from Stewart Title of California (the "Real Property"), and (ii) and all of the Debtors' right, title, and interest in and to all personal property, including, without limitation, all building materials, supplies, equipment, inventory, temporary fencing, scaffolding, signage, HVAC units, doors, windows, fixtures, any other tangible personal property of any kind (whether or not yet incorporated into the Real Property or stored thereat and only to the extent owned by the Debtors) (collectively, the "Personal Property") located on or at the Real Property and owned by the Debtors. For the avoidance of doubt, a portion of the Real Property is owned by the Debtors as undivided tenants -in -common with non -Debtor SilverRock Land II, LLC, a Delaware limited liability company ("SR Land" and such property, the "TIC Property") and the entirety of the TIC Property is included in the Purchased Assets. 2 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 4 of 216 PSA; and the Court having conducted a hearing on September 24, 2025 (the "Sale Hearing"), at which time all parties in interest were offered an opportunity to be heard with respect to the Sale Transaction and to consider the approval of the Sale Transaction pursuant to the terms and conditions of the PSA; and the Court having considered: (i) the Motion, any objections thereto, and the replies, declarations, and statements submitted in support thereof,4 (ii) the Sale Transaction, (iii) the arguments of counsel made and evidence adduced related thereto, and (iv) the record of these chapter 11 cases and the Sale Hearing held before the Court; and all parties in interest having been heard, or having had the opportunity to be heard, regarding the approval of the PSA and the Sale Transaction and other transactions contemplated by the PSA; and it appearing that the relief requested in the Motion is a sound exercise of the Debtors' business judgment and is in the best interests of the Debtors, their estates, their creditors, and other parties in interest; it is hereby FOUND, CONCLUDED, AND DETERMINED THAT:5 A. The fmdings and conclusions set forth herein constitute this Court's findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to these chapter 11 cases pursuant to Bankruptcy Rule 9014. The pleadings relied upon by this Court include, but are not limited to: (i) the Declaration of Christopher Sontchi in Support of the Debtors' Motion for Entry of an Order (I) Approving the Sale of Assets to the Successful Bidder Free and Clear of All Claims, Liens, Interests, and Encumbrances; (II) Approving the Consensual Termination or Rejection of Ground Leases, Effective as of the Closing Date; (III) Approving Form of Grant Deed; and (IV) Granting Related Relief (the "Sontchi Declaration") and (ii) the Declaration of Jeffrey Z. Adkison in Support of the Debtors' Motion for Entry of an Order (I) Approving the Sale of Assets to the Successful Bidder Free and Clear ofAll Claims, Liens, Interests, and Encumbrances; (II) Approving the Consensual Termination or Rejection of Ground Leases, Effective as of the Closing Date; (III) Approving Form of Grant Deed; and (IV) Granting Related Relief (the "Adkison Declaration"). The Sontchi Declaration and the Adkison Declaration were filed contemporaneously with the Motion. 5 All findings of fact and conclusions of law announced by the Court at the Sale Hearing in relation to the Motion are hereby incorporated herein to the extent not inconsistent herewith. Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 5 of 216 B. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such. C. This Court has jurisdiction over the Motion, the Debtors, and the property of the Debtors, including the Purchased Assets to be sold, transferred, and conveyed at the closing of the Sale Transaction pursuant to the PSA, pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue of these chapter 11 cases and the Motion in this district and Court is proper under 28 U.S.C. §§ 1408 and 1409. D. This Sale Order constitutes a final order within the meaning of 28 U.S.C. § 158(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, this Court finds that there is no just reason for delay in the implementation of this Sale Order and directs entry of judgment as set forth herein. E. The Debtors' rights, title, and interest in the Purchased Assets constitute property of the Sellers' bankruptcy estates and title thereto is vested in the Sellers' bankruptcy estates within the meaning of section 541(a) of the Bankruptcy Code.6 F. The statutory bases for the relief requested in the Motion and provided for herein are sections 105, 363, and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and . 9 G. On August 5, 2024 (the "Petition Date"), the Debtors filed voluntary petitions in this Court for relief under chapter 11 of the Bankruptcy Code, commencing these chapter 11 cases. 6 The Sellers hold an undivided interest in the TIC Property. Subject to the Amended Final DIP Order [Docket No.4 37], the Sellers have the right and authority to sell and transfer the title, rights, and interests in the TIC Property of the Debtors and SR Land, such that the Buyer shall be vested with all of the title, rights, interests, and privileges of and appurtenant to the TIC Property at closing under the PSA. 4 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 6 of 216 Since the Petition Date, the Debtors have continued to operate their business and manage their property as debtors in possession pursuant to Bankruptcy Code sections 1107 and 1108. No official committee of unsecured creditors has been appointed in these chapter 11 cases. H. This Court previously entered the Bidding Procedures Order: (i) establishing bidding procedures in connection with the sale of all or substantially all of the Debtors' assets; (ii) authorizing the Debtors to designate a Stalking Horse Bidder; and (iii) granting certain related relief. I. The Court previously entered the Stalking Horse Order, consistent with the Bidding Procedures Order: (i) approving the Debtors' designation of a Stalking Horse Bidder, (ii) authorizing the payment of a Break -Up Fee to the Stalking Horse Bidder in accordance with the terms thereof, and (iii) granting related relief. The Buyer is a third -party, and is unrelated to the Debtors, the Independent Manager of the Debtors, creditors of the Debtors and interest holders of the Debtors. J. The Court previously entered the Auction Procedures Order: (i) approving certain Auction Procedures to govern the Auction; (ii) authorizing the Debtors to conduct the Auction; (iii) approving the form and manner of notice of the Auction; and (iv) granting related relief. K. As evidenced by the affidavits or certificates of service and publication previously filed with the Court,' as demonstrated by the evidence presented at the Sale Hearing, and based on the representations of counsel at the Sale Hearing, due, proper, timely, adequate, and sufficient notice of the Motion, the Auction, the Sale Transaction, and the Sale Hearing, has been provided in accordance with sections 102(1) and 363 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 9007, and in compliance with the Bid Procedures Order, to each party entitled to such 7 Docket Nos. [•] & [•]. 5 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 7 of 216 notice, including, as applicable: (i) the U.S. Trustee; (ii) counsel to the Buyer; (iii) the City; (iv) the Consultation Parties; (v) the Interested Parties; (vi) all persons known or reasonably believed, after reasonable inquiry, to have asserted a lien, encumbrance, claim, or any other interest in any of the Purchased Assets; (viii) the Office of the United States Attorney for the District of Delaware; (ix) the Office of the Attorney General for the State of California; (x) the Offices of the Secretaries of State for the States of Delaware and California; (xi) all taxing and regulatory authorities having jurisdiction over any of the Purchased Assets, including the Internal Revenue Service; (xii) all environmental authorities having jurisdiction over any of the Purchased Assets, including the U.S. Environmental Protection Agency; (xiii) the Debtors' other known creditors and equity security holders; and (xiv) all other parties that had filed a notice of appearance and demand for service of papers in these chapter 11 cases as of the respective service dates. With respect to entities whose identities are not reasonably ascertained by the Debtors, publication of the Sale Notice occurred once in the San Diego Union -Tribune and the Desert Sun on August [9], 2025, as evidenced by the affidavits of publication filed by the Debtors at Docket Nos. [9] & [9] in these chapter I cases, and was, and is deemed, sufficient and reasonably calculated under the circumstances to reach such entities. The notices described above and in the Motion, the Bid Procedures Order, and the Auction Procedures Order were good, sufficient, and appropriate under the circumstances and reasonably calculated to reach and apprise all known and unknown holders of liens, claims, interests, and encumbrances, and no other or further notice of the Auction, the Motion, the Sale Transaction, the Sale Hearing, and the entry of this Sale Order is, or shall be, required. L. The Sale Notice provided all interested parties with timely and proper notice of the Sale Transaction and the Sale Hearing. Further, a reasonable opportunity to object to and to be 0 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 8 of 216 heard regarding the relief granted by this Sale Order has been afforded to parties entitled to notice pursuant to Bankruptcy Rule 6004(a). M. The Debtors have articulated good and sufficient reasons for this Court to grant the relief requested in the Motion and provided for herein. N. The disclosures made by the Debtors at (i) the Sale Hearing and the hearing on the Bid Procedures and the Auction Procedures and (ii) in the Motion, the Sale Notice, and related documents filed with the Court concerning the PSA, the Auction, the Sale Transaction, and the Sale Hearing were good, complete, and adequate. O. The Bid Procedures set forth in the Bid Procedures Order were non -collusive, were proposed and executed in good faith as a result of arms' -length negotiations and were substantively and procedurally fair to all parties. P. The Auction Procedures set forth in the Auction Procedures Order were non - collusive, were proposed and executed in good faith as a result of arms' -length negotiations and were substantively and procedurally fair to all parties. Q. As evidenced by the Adkison Declaration, which was accepted into evidence by the Court during the Sale Hearing, the Debtors conducted the sale process in accordance with, and have otherwise complied in all respects with, the Bid Procedures Order. The sale process set forth in the Bid Procedures Order afforded a full, fair, and reasonable opportunity for any entity to make a higher or otherwise better offer to purchase the Purchased Assets. R. The terms contained in the PSA constitute the highest and best offer for the Purchased Assets and will provide a greater recovery on account of the Purchased Assets than would be obtained by any other available alternative. The Debtors' determination that the PSA 7 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 9 of 216 constitutes the highest and best offer for the Purchased Assets constitutes a valid and sound exercise of Debtors' business judgment. S. The PSA and the Sale Transaction contemplated thereby represent a fair and reasonable agreement to purchase the Purchased Assets under the circumstances of these chapter 11 cases. No other entity or group of entities has presented a higher or otherwise better offer to the Debtors to purchase the Purchased Assets for greater economic value to the Debtors' estates than the Buyer. Subject to applicable law, notice, hearings, and approvals, the City intends to consent to the Debtors' entry into and closing with the Buyer under the PSA, as further described below. T. Approval of the Motion and the PSA and the consummation of the Sale Transaction contemplated thereby is in the best interests of the Debtors, their creditors and estates, and other parties in interest in these chapter 11 cases. U. As evidenced by the Adkison Declaration and the Sontchi Declaration, which were accepted into evidence by the Court during the Sale Hearing, the Debtors have demonstrated compelling circumstances and a good, sufficient, and sound business purpose and justification for the Sale Transaction because, among other reasons: (i) the PSA constitutes the highest and best offer for the Purchased Assets after a robust and extensive marketing process; (ii) the PSA and the closing thereon is the best opportunity to realize the value of the Purchased Assets; and (iii) any other transaction would not have yielded as favorable an economic result. V. The Buyer is purchasing the Purchased Assets in good faith and is a good -faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and, therefore, is entitled to the full protections of that provision, including in the event that this Sale Order or any portion thereof is reversed or modified on appeal, and otherwise has proceeded in good faith in all respects in connection with the sale of the Purchased Assets in that (i) the Buyer recognized that the Debtors Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 10 of 216 were free to deal with any other party interested in acquiring the Purchased Assets; (ii) the Buyer complied with the provisions in the Bid Procedures Order and the Auction Procedures Order in all respects; (iii) the Buyer agreed to subject its bid to the competitive Bid Procedures set forth in the Bid Procedures Order and the Auction Procedures Order, including by participating in the Auction; (iv) all payments to be made by the Buyer and other agreements or arrangements entered into by the Buyer in connection with the Sale Transaction have been disclosed; (v) the Buyer has not violated section 363(n) of the Bankruptcy Code by any action or inaction; and (vi) the negotiation and execution of the PSA, including the Sale Transaction contemplated thereby, were at arms' - length and in good faith. Adkison Declaration ¶ 19. W. The PSA and the transactions contemplated thereby cannot be avoided under section 363(n) of the Bankruptcy Code. The Debtors, the Buyer, and their respective agents, representatives, and affiliates (to the extent applicable) have not engaged in any conduct that would cause or permit the PSA or the consummation of the transactions contemplated thereby to be avoided, or costs or damages to be imposed, under section 363(n) of the Bankruptcy Code. The Debtors and their professionals marketed the Purchased Assets and conducted the marketing and sale process in compliance with the Bid Procedures Order and the Auction Procedures Order. X. The Buyer participated in the sale process in good faith and has not acted in a collusive manner with any of the other bidders, potential bidders, or any other parties interested in the Purchased Assets. Y. Pursuant to the PSA and as more fully set forth therein, the purchase price (the "Purchase Price") with respect to the Purchased Assets is comprised of (i) $65 million cash consideration paid by the Buyer to the Debtors and (ii) certain amendments to the Debtors' existing debtor -in -possession financing facility (the "DIP Facility") provided by the City of La Quinta, Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 11 of 216 California (the "gfty"), including (i) an agreement to subordinate at closing $2.25 million of the DIP Facility to valid and unavoidable secured claims on the Purchased Assets and other agreed expenses of the Debtors' estates, and (ii) an agreement to provide up to $1 million in committed additional financing to wind -down the Debtors' estates following closing of the Sale Transaction to the Buyer (together, and all as will be more fully addressed in an amendment to the DIP Facility, the "City Consideration"). The City Consideration is provided to the estates in connection with ongoing negotiations by the Buyer and the City regarding the Amended Development Documents and the Option Documents (each as defined below) between the Buyer and the City. Z. As established by the record of the Sale Hearing, the Bid Procedures Order and the Auction Procedures Order have been complied with in all respects by the Debtors and the Buyer. The Bid Procedures afforded a full, fair, and reasonable opportunity for any entity or person to make a higher or otherwise better offer to purchase the Purchased Assets. AA. The consideration provided by the Buyer pursuant to the PSA: (i) is fair and adequate; (ii) constitutes reasonably equivalent value and fair consideration under the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, the California Uniform Voidable Transfer Act, the Delaware Uniform Fraudulent Transfer Act, the Bankruptcy Code, the laws of the United States, any state, territory, possession, or the District of Columbia, and any other applicable laws; and (iii) will provide a greater recovery for the Debtors' estates and their creditors than would be provided by any other reasonably practicable available alternative. The PSA was not entered into, and the Sale Transaction is not being consummated, for the purpose of hindering, delaying, or defrauding creditors of the Debtors under the Bankruptcy Code or under any other applicable law. Neither the Debtors nor the Buyer have entered into the PSA or are consummating the Sale Transaction with any fraudulent intent or otherwise improper purpose. The 10 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 12 of 216 Court's approval of the Motion as set forth herein, the Sale Transaction, and the PSA is in the best interests of the Debtors, their estates, their creditors, and all other parties in interest. BB. By consummating the Sale Transaction, the Buyer is not a mere continuation of any or all of the Debtors or their estates, and there is no continuity, no common identity, and no continuity of enterprise between the Buyer and the Debtors, or any predecessor in interest of the Debtors. The Buyer is not holding itself out to the public as a continuation of any or all of the Debtors. The Buyer is not a successor to the Debtors or the Debtors' estates by reason of any theory of law or equity, and the Sale Transaction does not amount to a consolidation, merger, or de facto merger of Buyer or the Debtors. The Buyer will not assume or in any way be responsible for any obligation or liability of the Debtors and/or the Debtors' estates except as expressly provided in this Sale Order, the PSA or (as applicable) the Amended Development Documents and the Option Documents between the Buyer and the City. CC. The Sale Transaction does not impermissibly restructure the rights of the Debtors' creditors, impermissibly dictate the terms of a liquidating plan or plan of reorganization of the Debtors, impair or circumvent voting rights with respect to any future plan proposed by the Debtors, circumvent chapter 11 plan safeguards (such as those set forth in sections 1125 and 1129 of the Bankruptcy Code), classify claims or equity interests, or extend debt maturities. This Sale Order does not constitute a sub rosa plan, nor does the PSA. DD. The Debtors, acting by and through their existing agents, representatives, and officers, have full corporate power and authority to execute and deliver the PSA and all other documents contemplated thereby, and the Debtors require no further consents or approvals to consummate the Sale Transaction contemplated by the PSA, except as otherwise set forth in the PSA and this Sale Order. Delivery by the Debtors of executed deeds and documents at the closing 11 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 13 of 216 of the Sale Transaction and thereafter shall bind the Debtors and their estates without the need for further order, authority, or consents. EE. The transfer of each of the Purchased Assets to the Buyer will be as of the Closing Date a legal, valid, and effective transfer of such assets, and vests or will vest the Buyer with all right, title, and interest of the Sellers to the Purchased Assets (including the TIC Property) free and clear of all Interests or Claims (as defined below) attaching, encumbering, accruing, arising, or relating thereto any time prior to the Closing Date, unless otherwise assumed in, or transferred by, the PSA to the Buyer. FF. Except for the City Repurchase Options, which are addressed below, the Debtors may sell the Purchased Assets free and clear of all Interests or Claims against the Debtors, their bankruptcy estates, or any of the Purchased Assets (unless otherwise assumed in, or transferred by, the PSA) because, in each case, one or more of the standards set forth in section 363(f)(1), 363(f)(2), 363(f)(4) and 363(f)(5) of the Bankruptcy Code has been satisfied. Each Interest or Claim that is attached to or otherwise encumbers the Purchased Assets to be transferred on the Closing Date: (i) is subject to release or discharge under applicable non -bankruptcy law, (ii) is a lien or interest in respect of which the applicable lien holder has consented to a sale "free and clear" of such lien or interest; (iii) is the subject of a bona fide dispute, and/or (iv) is held by an entity that could be compelled in a legal or equitable proceeding to accept money satisfaction of such encumbrance. GG. Specifically, Cypress Point Holdings, LLC ("Cypress") has waived all objections based on section 363(f) of the Bankruptcy Code with respect to the sale of the Purchased Assets free and clear of any Interests or Claims which may have been asserted by Cypress pursuant to that certain Stipulation Between the Debtors, the City of La Quinta, California, and Cypress Point 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 14 of 216 Holdings, LLC Regarding Motion of Debtors Pursuant to Sections 105, 361, 362, 363, 364, and 507 of the Bankruptcy Code, Bankruptcy Rule 4001, and Local Rule 4001-2, for an Order (I) Authorizing Debtors to Obtain Postpetition Financing; (II) Granting DIP Lender Priming Liens and Super -Priority Claims; and (III) Granting Related Relief (the "Cypress Stipulation"), which was approved by the Court on January 15, 2025. Docket No. 315. HH. Moreover, the Purchased Assets may be sold free and clear of each of Interests or Claims set forth on Exhibit 2 hereto because sections 363(0(1) and section 363(f)(5) are satisfied with respect to all such Interests or Claims inasmuch as applicable nonbankruptcy law permits a sale of such property free and clear of such Interests or Claims and provides a means by which the holders of such Interests or Claims may be compelled to accept a monetary satisfaction of its interest. In both instances, California law provides that a junior lienholder's interests may be extinguished pursuant to a foreclosure sale. II. Additionally, as set forth on Exhibit 3 hereto, the Purchased Assets may be sold "free and clear" of Interests and Claims pursuant to section 363(f)(4) of the Bankruptcy Code because, as set forth in greater detail on Exhibit 3, a bona fide dispute exists as to the amount, validity, priority, or extent of such Interests and Claims.' JJ. Those holders of Interests or Claims against the Debtors, their bankruptcy estates, or any of the Purchased Assets who did not object, or who withdrew their objections, to the Sale Transaction or the Motion are deemed to have consented thereto pursuant to section 363(f)(2) of the Bankruptcy Code. Those holders of Interests or Claims who did object, whether or not 8 For the avoidance of doubt, any Interests or Claims set forth on Exhibit 3 that do not otherwise appear on Exhibit 2 may be sold free and clear of pursuant to Exhibit 2 pursuant to sections 363(f)(1) and section 363(f)(5) of the Bankruptcy Code because such Interests and Claims may also be extinguished by a foreclosure sale pursuant to California law. 13 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 15 of 216 identified on either Exhibit 2 or Exhibit 3, fall within one or more of the other subsections of section 363(f) of the Bankruptcy Code. KK. If, except as otherwise assumed in, or permitted by, the PSA, the Sale Transaction were not free and clear of all Interests or Claims, or if the Buyer would, or in the future could, be liable for any of the Interests or Claims, the Buyer would not have entered into the PSA and would not consummate the Sale Transaction, thus adversely affecting the Debtors and their bankruptcy estates and creditors. LL. The PSA and the Sale Transaction must be approved and the Closing must occur promptly to preserve the value of the Purchased Assets and the Debtors' bankruptcy estates. MM. Given all of the circumstances of these chapter 11 cases and the adequacy of notice and adequacy and fair value of the consideration provided by the Buyer under the PSA, the Sale Transaction constitutes a reasonable and sound exercise of the Debtors' business judgment, is in the best interests of the Debtors, their bankruptcy estates, their creditors, and other parties in interest in these chapter 11 cases and should be approved. NN. The consummation of the Sale Transaction is legal, valid, and properly authorized under all applicable provisions of the Bankruptcy Code, including, without limitation, sections 105(a), 363(b), 363(f), 363(m), 365(b), and 365(f) of the Bankruptcy Code, and all of the applicable requirements of such sections have been complied with in respect of the Sale Transaction. 00. For the avoidance of doubt, the Purchased Assets to be sold to the Buyer in the Sale Transaction approved hereby and described in the PSA include the TIC Property as well as a portion of real property owned by the Debtors as undivided tenants -in -common with non -debtor SR Land. 14 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 16 of 216 PP. Because any valid, binding, and enforceable liens shall attach to the proceeds of the Sale Transaction with the same validity, priority, and enforceability that such liens had with respect to the Purchased Assets, all holders of such valid, binding, and enforceable liens are adequately protected to the extent of the validity, priority, and enforceability of such liens. NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: 1. The relief requested in the Motion, and the transactions contemplated thereby and by the PSA, are APPROVED as set forth in this Sale Order and on the record of the Sale Hearing, which is incorporated herein as if fully set forth in this Sale Order, and the Sale Transaction contemplated by the PSA is APPROVED. 2. Any and all objections and responses to the Motion that have not been withdrawn, waived, settled, or resolved, and all reservations of rights included therein, are hereby overruled and denied on the merits. Notice of the Motion, the Auction, the Sale Hearing, and the Sale Transaction was fair and equitable under the circumstances and complied in all respects with section 102(1) of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 6006. Approval of the Sale of the Purchased Assets 3. The PSA, including all other ancillary documents, and all of the terms and conditions thereof, and the Sale Transaction contemplated thereby, including the Purchase Price , are hereby approved in all respects. 4. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors, acting by and through their existing agents, representatives, and officers, are authorized and empowered to take any and all actions necessary or appropriate to: (i) consummate and close the Sale Transaction pursuant to and in accordance with the terms and conditions of this Sale Order and the PSA; (ii) transfer and assign all rights, title, privilege and interest in and to all property, licenses, and rights to be conveyed in accordance with the terms and conditions of this Sale Order and the PSA; and 15 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 17 of 216 (iii) execute and deliver, perform under, consummate, and implement this Sale Order and the PSA and all additional instruments and documents that may be reasonably necessary or desirable to implement this Sale Order, the PSA, and the Sale Transaction, including any other ancillary documents, or as may be reasonably necessary or appropriate to the performance of the obligations as contemplated by this Sale Order, the PSA, and any such other ancillary documents, including all instruments, documents, applications, or reports to be executed and delivered to or for the benefit of the City or other governmental authority as further described in this Sale Order. 5. This Sale Order shall be binding in all respects upon (i) the Debtors, (ii) their bankruptcy estates, (iii) all creditors, (iv) all holders of equity interests in the Debtors, (v) all holders of any Interests or Claims (whether known or unknown) against the Debtors, (vi) any and all alleged holders of Interests or Claims against or on all or any portion of the Purchased Assets, (vii) all counterparties to any executory contract or unexpired lease of the Debtors, (viii) the Buyer and all agents, representatives, affiliates, and permitted successors and assigns of the Buyer, and (ix) any trustees, examiners, or other fiduciary under any section of the Bankruptcy Code, if any, subsequently appointed in the Debtors' chapter 11 cases or upon a conversion to chapter 7 under the Bankruptcy Code of any or all of the Debtors' cases. The terms and provisions of the PSA and this Sale Order shall inure to the benefit of the Debtors, their bankruptcy estates, and their creditors and equity holders, the Buyer and all agents, representatives, affiliates, and permitted successors and assigns of the Buyer, and any other affected third parties, including all persons asserting any Interests or Claims in the Purchased Assets to be sold to the Buyer pursuant to the PSA, notwithstanding any subsequent appointment of any trustee(s), party, entity, or other fiduciary under any section of any chapter of the Bankruptcy Code, as to which trustee(s), party, entity, or other fiduciary such terms and provisions likewise will be binding. T Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 18 of 216 Sale and Transfer of Purchased Assets 6. Pursuant to sections 105(a), 363(b), 363(f), 365(b), and 365(f) of the Bankruptcy Code, upon the Closing Date and pursuant to and except as otherwise set forth in the PSA or this Sale Order, the Debtors' rights, title, privileges, and interests in and to the Purchased Assets will be transferred to the Buyer free and clear of all encumbrances, claims, interests, and liens, including mortgages, restrictions, covenants, easements, hypothecations, real property interests, charges, indentures, loan agreements, instruments, collective bargaining agreements, leases, licenses, options, deeds of trust, security interests, other interests, claims, liens, and interests granted by court order, conditional sale or other title retention agreements, pledges, and other liens (including mechanics', materialman's, possessory and other consensual and non-consensual liens and statutory liens), judgments, demands, encumbrances, rights of first refusal, offsets, contracts, rights of recovery, claims for reimbursement, contribution, indemnity, exoneration, products liability, theories such as successor liability, or continuity or continuation of ownership, operations, or business, derivative and vicarious liability, alter -ego, environmental, or tax, decrees of any court or foreign or domestic governmental entity, or charges of any kind or nature, if any, against the Debtors or the Purchased Assets, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, debts arising in any way in connection with any agreements, acts, or failures to act, including any pension liabilities, retiree medical benefit liabilities, liabilities arising under or related to the Internal Revenue Code, of the Debtors or any of the Debtors' predecessors or affiliates, claims, whether known or unknown, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or non -contingent, liquidated or unliquidated, matured or unmatured, material or non -material, disputed or undisputed, whether arising prior to or subsequent to the commencement of these chapter 11 cases, 17 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 19 of 216 and whether imposed by agreement, understanding, law, equity or otherwise (excluding the City Repurchase Options, which are addressed below) (collectively, the "Interests or Claims"). The Interests or Claims shall attach to the Purchase Price when paid to the Sellers in the same priority, extent, and validity as existed as of the closing of the Sale Transaction. 7. On the Closing Date, this Sale Order will be construed and will constitute for any and all purposes a full and complete general assignment, conveyance, and transfer of all of the Purchased Assets or a bill of sale transferring good and marketable title in such Purchased Assets to the Buyer pursuant to the terms and conditions set forth in this Sale Order and the PSA. Any clerk of any state, county, city, district, or municipality or other governmental authority is authorized and accepted to accept this Sale Order as a recordable instrument and record the same in the land records, lien records or other appropriate records maintained by such governmental authority. 8. Subject to the terms and conditions of this Sale Order, the transfer of the Purchased Assets to the Buyer free and clear of all Interests or Claims pursuant to the PSA and the consummation of the Sale Transaction and any related actions contemplated thereby (a) do not require any consents other than as specifically provided for in this Sale Order and the PSA, (b) constitute a legal, valid, unavoidable, and effective transfer of the Purchased Assets, and (c) will vest the Buyer with all of the Debtors' rights, title, privileges, and interests in and to the Purchased Assets as set forth in this Sale Order and the PSA, as applicable, free and clear of all Interests or Claims of any kind or nature whatsoever. Subject to applicable law, notice, hearings and approvals, the City intends to consent to the Debtors' entry into and closing with the Buyer under the PSA as further described below. 18 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 20 of 216 9. The Buyer, to the extent provided by this Sale Order or the PSA, shall be authorized, as of and following the Closing Date, to operate under any license, permit, registration, and governmental authorization or approval of Sellers constituting Purchased Assets, and all such licenses, permits, registrations, and governmental authorizations and approvals are deemed to be, and hereby are, directed to be transferred to the Buyer as of the Closing Date as provided by this Sale Order and the PSA. To the extent provided by section 525 of the Bankruptcy Code, and except as set forth below, no governmental unit may revoke or suspend any grant, permit, or license relating to the operation of the Purchased Assets sold, transferred, assigned, or conveyed to the Buyer on account of the filing or pendency of these chapter 11 cases or the consummation of the Sale Transaction. Nothing herein shall require the City to preserve, maintain or recognize the transfer of any grant, permit, or license issued to or held by any of the Debtors. The issuance, preservation, recognition and/or transfer of any grant, permit or license by the City shall be governed solely by the Amended Development Documents and the Option Documents between the City and the Buyer. Each and every federal, state, and local governmental agency or department is hereby authorized and directed to accept and record, as applicable, any and all documents and instruments necessary and appropriate to consummate the Sale Transaction. 10. Upon consummation of the Sale Transaction, if any person or entity that has filed financing statements, mortgages, mechanic's liens, lis pendens, or recorded real property interests, or filed any other documents or agreements evidencing or asserting Interests or Claims against or in the Purchased Assets shall not have delivered to the Debtors prior to the Closing, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfactions, reconveyances, releases of all Interests or Claims that the person or entity has with respect to the Purchased Assets, or otherwise, then: (i) the Debtors are hereby authorized to execute 19 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 21 of 216 and file such statements, instruments, reconveyances, releases and other documents on behalf of the person or entity with respect to the Purchased Assets; and (ii) the Buyer is hereby authorized to file, register, or otherwise record a certified copy of this Sale Order, which, once filed, registered, or otherwise recorded, will constitute conclusive evidence of the release of all Interests or Claims in or to the Purchased Assets of any kind or nature; provided that, notwithstanding anything in this Sale Order or the PSA to the contrary, the provisions of this Sale Order will be self-executing, and neither the Debtors nor Buyer will be required to execute, file, or record releases, termination statements, assignments, consents, reconveyances, or other instruments in order to effectuate, consummate, and implement the provisions of this Sale Order. For the avoidance of doubt, upon consummation of the Sale Transaction, the Buyer is authorized to file termination statements, lien terminations, reconveyances, or other amendments in any required or appropriate jurisdiction to remove and record, notice filings or financing statements recorded to attach, perfect, or otherwise notice any lien or encumbrance that is extinguished or otherwise released from the Purchased Assets and attached to the Purchase Price pursuant to this Sale Order under section 363 of the Bankruptcy Code and the related provisions of the Bankruptcy Code. 11. Except to enforce the PSA, all entities, including all lenders, debt security holders, equity security holders, governmental, tax, and regulatory authorities, parties to executory contracts and unexpired leases, customers, dealers and sale representatives, and trade or other creditors holding Interests or Claims of any kind or nature whatsoever against or in the Debtors and their bankruptcy estates or the Purchased Assets arising under or out of, in connection with, or in any way relating to, the Purchased Assets or the transfer of the Purchased Assets to the Buyer, are hereby forever barred and estopped from asserting any Interests or Claims of any kind or nature whatsoever arising prior to the Closing against the Buyer and its permitted successors, designees, PTO, Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 22 of 216 and assigns, or property, or the Purchased Assets conveyed in accordance with the PSA. Nothing herein limits the rights of the City under the Amended Development Documents or the Option Documents. 12. As of and after the Closing, each of the Debtors' creditors is hereby authorized to execute such documents and take all other actions as may be necessary to release its Interests or Claims in the Purchased Assets (if any) as such Interests or Claims may have been recorded or may otherwise exist. 13. Any valid, binding, and enforceable liens shall attach to the proceeds of the Sale Transaction with the same validity, priority, and enforceability as such liens had against the Purchased Assets. 14. The proceeds of the Sale Transaction shall be utilized pursuant to order of the Court. Provisions Regarding Ground Leases 15. Effective as of entry of this Sale Order, the Ground Leases between SRDC, as landlord, and each of the Debtors party thereto, as tenants, shall be deemed rejected by the Debtors and terminated on a voluntary and consensual basis in accordance with the terms of such Ground Leases. Entry of this Sale Order and the recordation of this Sale Order as required under applicable law shall be sufficient to record the termination of such Ground Leases and no other documentation shall be required to evidence the termination of such Ground Leases and the sale of the Purchased Assets "free and clear" of such Ground Leases in accordance with section 363(f) of the Bankruptcy Code. Additional Provisions 16. Any requirement of compliance with, and any claims related to non-compliance with, the provisions of any bulk sales, bulk transfer, or similar law of any jurisdiction that may be applicable is hereby waived. 21 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 23 of 216 17. This Sale Order shall be valid and binding upon non -debtor SR Land in all respects, including, with respect to its interest in the TIC Property. Following closing of the Sale Transaction, the Debtors and SR Land shall endeavor to implement the terms of Exhibit 3 to the Final DIP Order [Docket No. 330]. 18. Upon the recordation of this Sale Order as required under applicable law, this Sale Order shall function as a release and reconveyance of all claims, liens, encumbrances, and interests included in Exhibits 2 and 3 to this Sale Order and may be relied upon for title insurance purposes. 19. Prior to, and as a condition to, the Closing of the Sale Transaction, and subject to the other requirements set forth in the PSA, the following shall have occurred: (i) Final City Approval (as defined in the PSA) of the Sale Transaction by the Council and the La Quinta Planning Commission in accordance with applicable law shall have been obtained, and (ii) all restatements, new agreements and/or amendments to certain development documents, covenants, tax sharing and other agreements with the City for Buyer's development of the Debtors' Real Property (collectively, the "Amended Development Documents") and an option agreement pursuant to which the City shall grant to Buyer an option to purchase approximately 200 acres of land owned by the City that is adjacent to the Debtors' Real Property on the terms and conditions set forth therein, together with other documents evidencing such option agreement (including, without limitation, a memorandum of option agreement to be recorded at the Close of Escrow (as defined in the PSA) (collectively, the "Option Documents") shall have been finalized by the parties thereto and executed and delivered by the Buyer and all other parties thereto. For the avoidance of doubt, the Amended Development Documents and the Option Documents shall be ready for recording at Closing as a condition precedent to Buyer's obligations to close and shall be recorded (with respect to such documents intended by the parties thereto to be recorded) as part of the 22 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 24 of 216 Closing. Subject to the satisfaction of the conditions set forth in this paragraph, and all other conditions to closing under the Amended Development Documents, the Option Documents, and the PSA, at the closing of the Sale Transaction, the City shall execute and deliver (or, if applicable, authorize the release from escrow) of releases of the City Repurchase Options. 20. Following the Closing, no holder of an Interest or Claim in or against the Debtors and their bankruptcy estates or the Purchased Assets may interfere with the Buyer's title to, or use, development or enjoyment of the Purchased Assets based on or related to such Interest or Claim or any actions that the Debtors and their bankruptcy estates may take in these chapter 11 cases or any successor case. Nothing herein shall affect the rights or powers of the City with respect to the use or development of the Purchased Assets. 21. The Debtors, including their officers and agents, are hereby authorized to execute such documents and do such acts as are necessary or desirable to carry out the transactions contemplated by the terms and conditions of the PSA and this Sale Order. The Debtors shall be, and hereby are, authorized to take all such actions as may be necessary to effectuate the terms of this Sale Order and the relief granted pursuant to this Sale Order. No consents or approvals, other than those expressly provided for in the PSA, this Sale Order, or applicable law governing the City approval process, are required for the Debtors to consummate the Sale Transaction. 22. Absent the express written consent of the Buyer, the Debtors shall not settle or otherwise resolve any existing or future litigation with any third parry or any Governmental Authority (excluding the City) pursuant to which (i) any payment from the Buyer, directly or indirectly, is sought or required, or (ii) any restrictions, encumbrances or interests are placed on or affecting the Purchased Assets from and after the Closing Date. 23 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 25 of 216 23. The Buyer shall not have any liability whatsoever for any obligation of the Debtors arising under or related to (i) any of the Purchased Assets or (ii) the operation of the Debtors' businesses prior to closing the Sale Transaction contemplated by the PSA. Without limiting the generality of the foregoing, neither Buyer nor its assets, including, following the closing of the Sale Transaction, the Purchased Assets, shall be liable for any Claims or Interests against or in the Debtors, any of their predecessors or affiliates, or any of their assets, including, prior to the closing of the Sale Transaction, the Purchased Assets. The Buyer and its affiliates, designees, successors, and assigns shall not be deemed or considered to (a) be a successor (or other such similarly situated party), or otherwise be deemed a successor to the Debtors, including a "successor employer" for purposes of the Internal Revenue Code of 1986, ERISA, or other applicable laws; (b) have any responsibility or liability for any obligations of the Debtors, or any affiliate of the Debtors, based on any theory of successor or similar theories of liability; (c) have, de facto or otherwise, merged with or into any of the Debtors; (d) be an alter ego or a mere continuation or substantial continuation of any of the Debtors (and there is no continuity of enterprise between the Buyer and any of the Debtors), including within the meaning of any foreign, federal, state, or local revenue, pension, ERISA, tax, labor, employment, environmental, or other law, rule, or regulation (including filing requirements under any such laws, rules, or regulations), or under any products liability law or doctrine with respect to the Debtors' liability under such law, rule, or regulation or doctrine; or (e) be holding itself out to the public as a continuation of any of the Debtors or their respective estates. 24. The Sale Transaction is undertaken by the Buyer without collusion, as that term is defined in section 363(n) of the Bankruptcy Code, and in good faith, as that term is defined in section 363(m) of the Bankruptcy Code, and, accordingly, the reversal or modification on appeal 24 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 26 of 216 of the authorization provided herein to consummate the Sale Transaction will not affect the validity of the Sale Transaction (including the sale free and clear of all Interests or Claims), unless such authorization and consummation of such Sale Transaction are duly stayed pending such appeal. The Buyer is a good -faith buyer within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to the full protections of section 363(m) of the Bankruptcy Code. 25. As a good -faith purchaser of the Purchased Assets, the Buyer has not colluded with any of the other bidders, potential bidders, or any other parties interested in the Purchased Assets, and therefore the Sale Transaction may not be avoided pursuant to section 363(n) of the Bankruptcy Code. 26. At the Closing of the Sale Transaction, as set forth more fully in a forthcoming amendment to the DIP Facility (the "DIP Amendment"), the full amount of the obligations owed in respect of the DIP Facility less the amount subordinated in connection with the City Consideration shall be paid from the proceeds of the Sale Transaction. Thereafter, the City's liens (the "DIP Liens") with respect to the Purchased Assets shall be deemed fully and finally satisfied, but, with respect to the Purchase Price and any and all assets of the estates that are not Purchased Assets, the DIP Liens and superpriority administrative expense claims shall remain in full force and effect as set forth more fully in the DIP Amendment. For the avoidance of doubt, upon the closing of the Sale Transaction, the DIP Liens shall not attach to the Purchased Assets in any form. 27. The Debtors shall execute and deliver all documents as described in the PSA, including, but not limited to, a Grant Deed substantially in the form attached hereto to the Buyer to convey the Purchased Assets. The form of the Grant Deed attached hereto as Exhibit 4 is hereby approved. 28. The mere failure to specifically include any particular provisions of the PSA, 25 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 27 of 216 including any of the documents, agreements, or instruments executed or to be executed in connection therewith in this Sale Order will not diminish or impair the efficacy of such provision, document, agreement, or instrument, it being the intent of this Court that the PSA and each document, agreement or instrument be authorized and approved in its entirety, provided, however, to the extent there are any inconsistencies between the terms of this Sale Order and the PSA (including all ancillary documents executed in connection therewith), the terms of this Sale Order will govern. 29. All time periods set forth in this Sale Order will be calculated in accordance with Bankruptcy Rule 9006(a). 30. To the extent that this Sale Order is inconsistent with any prior order or pleading with respect to the Motion in these chapter 11 cases, other than the DIP Amendment, the terms of this Sale Order will govern. 31. The PSA and any related agreements, documents or other instruments may be modified, amended, or supplemented by the parties thereto in accordance with the terms thereof without further order of this Court. 32. The provisions of this Sale Order are nonseverable and mutually dependent. 33. Notwithstanding the provisions of Bankruptcy Rules 6004(h), 6006(d), or 7062 or any applicable provisions of the Local Rules, this Sale Order will be effective and enforceable immediately upon entry, and the fourteen (14) day stay provided in Bankruptcy Rules 6004(h) and 6006(d) is hereby expressly modified in accordance with the foregoing. 34. This Court will retain jurisdiction to, among other things, interpret, implement, and enforce the terms and provisions of this Sale Order and the PSA, all amendments thereto, any waivers and consents thereunder, and each of the agreements executed in connection therewith to 26 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 28 of 216 which the Debtors are a party or which has been assigned by the Debtors to the Buyer, and to adjudicate, if necessary, any and all disputes concerning or relating in any way to the Sale Transaction. 27 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 29 of 216 1WV., 11-14 1191 PSA Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 30 of 216 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Joint Escrow Instructions ("Agreement") is entered into as of August , 2025 (the "Effective Date") by and between RGC PA 789, LLC, a Delaware limited liability company, SilverRock Development Company, LLC, a Delaware limited liability company, SilverRock Lifestyle Residences, LLC, a Delaware limited liability company, SilverRock Lodging, LLC, a Delaware limited liability company, SilverRock Luxury Residences, LLC, a Delaware limited liability company, and SilverRock Phase I, LLC, a Delaware limited liability company (collectively and jointly and severally referred to as "Debtors" or as "Sellers") and TBE RE Acquisition Co II LLC, a Delaware limited liability company (referred to as `Buyer"). For and in consideration of the mutual covenants, terms and conditions set forth below and for other good and valuable consideration and for $100.00 paid by Buyer to Sellers as Independent Contract Consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, subject to approval of the Bankruptcy Court, the parties hereto agree as follows: 1. UNDERLYING FACTS/RECITALS. 1.1 Bankruptcy. On August 5, 2024, Debtors filed for protection under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). These cases are currently pending before the United States Bankruptcy Court for the District of Delaware (the `Bankruptcy Court") and are jointly administered under Case No. 24-11,647 (MFW) (the "Bankruptcy Case"). The sale of (a) Debtors' interest in the Property, (b) the TIC'S interest in a portion of the Property, as described herein, is subject to Bankruptcy Court approval. Additionally, non -debtor SilverRock Land II, LLC a Delaware limited liability company ("SR Land") which owns an undivided tenant - in -common interest in a portion of the Property, and Debtors have agreed to an arrangement for the Debtors to sell both their interest in such parcel and SR Land's interest in such parcel of the portion of the Property in which SR Land holds an undivided interest (as a result of which Buyer will acquire a 100% undivided fee title interest in such portion of the Property), which has been approved by the Bankruptcy Court. Case No. 24-11647 (MFW), D.I. 437, at Ex. 3, ¶ 3). The Sellers' obligations under this Agreement and the sale of the Property are subject to entry of the Sale Order (defined herein), which sale remains subject to allocation of net sale proceeds and costs incurred by the Debtors, which allocation shall occur following the Closing of Escrow among the Debtors, SR Land, City and Debtors' other secured creditors, but shall not involve Buyer as a party thereto. 1.2 Pro e . On the terms and conditions set forth in this Agreement, Sellers desire to sell, and Buyer desires to purchase free and clear of all Leases, Contracts, claims, causes of action, liens, encumbrances and interests (except Permitted Exceptions, defined below), Sellers' right, title and interest in that certain real property located in the City of La Quinta (the "Cily"), County of Riverside (the "Coun "), and legally described on Exhibit A attached to this Agreement (collectively, the "Real Property") and Sellers' right, title and interest in the following (the following and the Real Property hereinafter collectively being referred to as the "Pro e "): PERSONAL\1619493107.1 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 31 of 216 1.2.1 All improvements located on or in the Real Property, including, without limitation, buildings, fixtures, landscaping, infrastructure and utility and all other installations located on or at the Real Property as of the Effective Date in substantially the same condition as the same exist on the Effective Date subject only to reasonable wear and tear (collectively, "Improvements"); 1.2.2 All easements, rights of way and all other rights (including, without limitation, development rights, air rights, privileges and entitlements, and options) appurtenant to the Real Property (collectively, the "Appurtenant Rights"); and 1.2.3 All permits, licenses, approvals, plans, certificates, agreements and other governmental approvals and entitlements related to the ownership, development, use or operation of the Real Property, to the extent such rights are assignable, and/or Improvements, including, without limitation, as listed in Exhibit 1 to Exhibit D attached hereto (collectively, the "Permits"), free and clear of any and all claims, Claims (as defined in 11 USC 101(5)), Liens (as defined in 11 USC 101(37)), encumbrances, and interests. 1.2.4 Only to the extent assignable, Sellers' interest in all warranty, guaranty and similar rights relating to the Real Property and the Improvements.. 1.2.5 Sellers' right, title and interest in and to all personal property, including, without limitation, all building materials, supplies, equipment, inventory, temporary fencing, scaffolding, signage, HVAC units, doors, windows, fixtures, any other tangible personal property of any kind (whether or not yet incorporated into the Real Property or stored thereat) (collectively, "Personal Property") located on or at the Real Property and owned by Sellers as of the Effective Date in substantially the same condition and quantity as the same exist on the Effective Date subject only to reasonable wear and tear. For the avoidance of doubt, the Property to be sold pursuant to this Agreement excludes claims, causes of action, litigation, and similar rights of the Debtors or their estates against any parties. 1.3 Purchase and Sale. Sellers desire to sell, and Buyer desires to purchase, Sellers' right, title and interest in the Property on the terms and subject to the conditions set forth in this Agreement. 1.4 Excluded Liabilities. All liabilities of and all claims against the Sellers, or any of them, except as specifically assumed hereby, are not assumed by the Buyer and shall remain, if at all, obligations of the Sellers. 2. PURCHASE PRICE, DEPOSITS AND CLOSING DATE. 2.1 Agreement. Sellers agree to sell, and Buyer agrees to purchase, Sellers' right, title and interest in the Property on the terms and subject to the conditions set forth in this Agreement. The purchase and sale transaction contemplated by this Agreement (the "Transaction") shall be 2 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 32 of 216 accomplished through an escrow (the "Escrow") to be established at Stewart Title Company of California, Inc. (Riverside, CA office) (the "Escrow Holder"). 2.2 Closing Date. "Close of Escrow" (as defined below) shall occur on or before November 12, 2025 (the "Closing Date"). 2.3 Purchase Price and Deposit. The purchase price for the Property shall be Sixty -Five Million and No/100 Dollars ($65,000,000.00) (the "Purchase Price") payable by Buyer as set forth below. The Purchase Price will be allocated either by the relevant parties, but not Buyer except as Buyer shall provide allocation among assets purchased for IRC reporting (Buyer shall not be involved or expend any resources concerning such allocations among the Debtors, City, SR Land and Debtors' other secured creditors), or by order of the Bankruptcy Court having jurisdiction over the Bankruptcy Case. 2.3.1 Deposit. Buyer shall deposit in "Escrow" (as defined below) Five Million and No/100 Dollars ($5,000,000.00) (the "Deposit") three (3) business days after the mutual execution of this Agreement. Notwithstanding, to the extent Buyer has previously provided the Deposit to Debtors in connection with the letter of intent it executed as the Stalking Horse Bidder, the Debtors and Buyer shall transfer the Deposit from their trust account to Escrow on behalf of Buyer within three (3) days of entry of the Sale Order (defined herein). Upon such transfer to Escrow, the Deposit shall automatically become nonrefundable except as provided herein or in the Stalking Horse Order or the Sale Order. The Deposit actually delivered by Buyer to Escrow Holder shall be applied at Closing to the Purchase Price. The Deposit may, at Buyer's option and cost, be placed in an interest -bearing account and all interest shall accrue to the benefit of the party entitled by this Agreement to receive the Deposit, provided that, if the Closing occurs, then all of such accrued interest shall be credited against the Purchase Price. 2.3.2 Balance. The balance of the Purchase Price shall be paid by Buyer to Sellers in cash at Close of Escrow. The balance of the Purchase Price in excess of the Deposit plus Buyer's estimated share of costs and plus or net of Buyer's prorations (based on closing statement which is acceptable to the parties in their reasonable discretion), shall be deposited with Escrow Holder by Buyer at least one (1) business day before the Closing Date by wire transfer or by certified or bank cashier's check, drawn on or issued by financial institutions.. 2.4 No Leases or Contracts. Sellers hereby agree that title to the Property shall be transferred to Buyer upon the Closing free and clear from any agreements, contracts and other arrangements (collectively, the "Contracts"), leases (including, without limitation, any ground leases whether with third parties or any Sellers or any of their affiliates and irrespective of whether a Seller is the landlord or tenant), temporary occupancy agreements, licenses, and all other third - party rights of use or occupancy or occupants of the Property (collectively, the "Leases") or any part thereof, other than the La Quinta Amended Developments when executed with the City. Sellers shall, prior to Closing, (a) submit to the Bankruptcy Court for approval a request to void or reject (and actually accomplish such voiding and rejection of) all existing Leases and Contracts whether or not with entities affiliated with Sellers pursuant to the avoidance powers under the Bankruptcy Code, including any state law rights, at no cost to Buyer or (b) terminate such Leases and Contracts at no cost to Buyer with the consent of the parties thereto (and in either such case Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 33 of 216 cause the applicable tenants or occupants to vacate the Property). Buyer is not purchasing or assuming any Contract or Lease under sections 363 or 365 of the Bankruptcy Code and shall have no liability or obligation under any Leases or Contacts before or after the Closing (all such liabilities or obligations remaining with the Sellers). 2.5 Prorations of Expenses. 2.5.1 All charges (to the extent paid or owed by Sellers) for utilities, if any, shall be prorated as of the Closing Date on the basis of the most recent available information. Concurrently with the Close of Escrow, the Sellers shall cause all utility meters for the Property to be read, and for billing arrangements to be transferred to Buyer, as promptly as practical . Seller shall be entitled to receive and retain all deposits with utility companies. 2.5.2 General and special real estate taxes and ad valorem taxes for the Property for the year of Closing and annual municipal or special district assessments (all on the basis of the actual fiscal years for which such taxes or assessments are assessed), will be apportioned as of the Closing Date between Buyer and Sellers (and, as of the Closing, no taxes of such nature will be delinquent) (provided that, if any fines, interest or penalties are owed with regard thereto, the same shall not be prorated but shall instead be paid by Sellers). The above prorations, including those in Section 2.5.1, shall be agreed upon by the parties at least two (2) days prior to the Closing Date and shall be confirmed in amended escrow instructions if required by Escrow Holder. 2.6 Independent Contract Consideration. Within one business day after the Effective Date, Buyer shall deliver to Escrow Holder the sum of One Hundred and No/100 Dollars ($100.00) (the "Independent Contract Consideration") which amount has been bargained for and agreed to as consideration for Seller's execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Agreement and is nonrefundable in all events. If the transaction contemplated by this Agreement proceeds to Closing, then the amount of the Independent Contract Consideration shall be applied against the Purchase Price at Closing. ESCROW AND TITLE INSURANCE. 3.1 Escrow Instructions. The parties shall from time to time, within five (5) business days after request by Escrow Holder, execute any general or supplemental escrow instructions required by Escrow Holder for the purpose of implementing and carrying out the terms of this Agreement, provided such general or supplemental escrow instructions are consistent with the terms of this Agreement. Except as expressly provided in such escrow instructions, in the event of any conflict between the terms of this Agreement and such escrow instructions, this Agreement shall control. 3.2 Closing. Close of escrow (the "Close of Escrow" or "Closing") shall be deemed to have occurred on recording of the "Deed" (as defined below) in the Official Records of the County Recorder's Office. The escrow instructions shall provide for Close of Escrow to occur on or before the Closing Date, but only when: 9 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 34 of 216 3.2.1 Closing Costs. Escrow Holder holds funds to pay all closing costs as provided herein. 3.2.2 Sellers' Proceeds. Escrow Holder holds for Sellers the Purchase Price, less Sellers' share of closing costs and plus or net of prorations for the account of Sellers, with joint written instructions from Buyer, Sellers or their counsel to release such funds to Sellers (which shall be provided when all conditions to Closing have been satisfied). 3.2.3 Closing Documents. Escrow Holder holds for Buyer the Deed and other "Seller Closing Documents" (as defined below) and for Seller the "Buyer Closing Documents" (as defined below). 3.2.4 Title Insurance. Stewart Title of California, Inc. (the "Title Company") has issued or unconditionally and irrevocably committed to issue to Buyer, upon recordation of the Deed, an ALTA Owner's Policy of title insurance (the "Title Policy"), with liability in the amount of the Purchase Price, showing title to the Property vested in Buyer subject only to (i) the real estate taxes and assessments which are not delinquent (provided that, at the Closing Sellers shall ensure that no real estate taxes or assessment are due with respect all periods of time before the Closing Date), (ii) all other exceptions shown on the Preliminary Title Report dated February 19, 2025 Revision No. 1 Order No. 2306435 and the Preliminary Title Report dated June 23, 2025 Order No. 2661369 both issued by Stewart Title Company of California, Inc. attached hereto as Exhibit B=1 and Exhibit B-2, respectively, other than those exceptions that will be removed by Sellers' submission if a customary title affidavit and monetary liens (and related documents), including, without limitation, those listed in Exhibits 1 and 2 to the Sale Orderwhich shall be removed and discharged of record pursuant to the Bankruptcy Code and applicable laws to permit transfer free and clear thereunder at the Closing, and (iii) any other exceptions recorded at the request or with the permission of Buyer at Closing (the "Permitted Exceptions"). Sellers agree to cause the Property to be conveyed to Buyer pursuant to this Agreement free and clear of all liens, Leases, occupants, litigation (threatened and pending), causes of action, charges, interests, Contracts, claims, taxes, encumbrances, community or other marital property interest, equitable interests, pledges, security interests and mortgages. 3.3 Seller Closing Documents. Sellers shall deliver to Escrow Holder at least one business day before the Closing Date, and except as otherwise provided below Escrow Holder shall deliver to Buyer immediately following Close of Escrow, the following documents (the "Seller Closing Documents") (in form and substance reasonably acceptable to the parties): 3.3.1 Grant Deed. A grant deed substantially in the form of attached hereto as Exhibit C relating to the Real Property (the "Deed"), executed and acknowledged by Seller. 3.3.2 Assignment of Permits. An Assignment of Sellers' interest in the Permits, to the extent assignable, substantially in the form of attached hereto as Exhibit D (the "Assignment of Permits"), executed by Sellers, with the list of such Permits being assigned and assumed as set forth on Exhibit D attached thereto. 5 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 35 of 216 3.3.3 FIRPTA Certificate. A non -foreign person affidavit stating that each Seller is not a foreign person as defined in Section 1445(b)(2) of the Internal Revenue Code (the "FIRPTA Certificate"). 3.3.4 California Affidavit. A Franchise Tax Board form 593-C (the "California Affidavit"). 3.3.5 Bill of Sale. A Bill of Sale in the form of Exhibit E attached hereto executed by Sellers, which shall assign to Buyer all of Sellers' right, title and interest in and to all Personal Property (it being agreed that the list of personal property attached to the Bill of Sale shall include all Personal Property situated- on the Property as of the date hereof only to the extent owned by a Sellers, and will be completed prior to the Closing)./ 3.3.6 Title Affidavit. A title affidavit in the form reasonably requested by the Title Company, executed by Sellers. 3.3.7 Bankruptcy Court Order/Sale Order. A certified copy of the Sale Order (as defined herein). 3.3.8 Consents and Good Standings. Such consents, resolutions, good standing certificates, incumbency certificates and other documents as are reasonably necessary or requested by Buyer or the Title Company to confirm (x) the due authorization and execution by Sellers of all documents to be executed and delivered by Sellers with respect to the transactions described herein; and (y) the good standing of Sellers in the States of their respective organization and the State of California. 3.3.9 California Natural Hazard Disclosure Statement. A duly completed and executed California Natural Hazard Disclosure Statement in compliance with California Civil Code Section 1103. 3.3.10 Other Documents. All other documents reasonably necessary to effectuate this Transaction (in form and substance reasonably acceptable to Buyer and/or the Title Company, as applicable) and as customary in bankruptcy transactions similar to this Transaction. 3.4 Buyer Closing Documents. Buyer shall deliver to Escrow Holder at least one (1) business day before the Closing Date, and except as otherwise provided below Escrow Holder shall deliver to Sellers immediately following Close of Escrow, the following documents (the "Buyer Closing Documents"): 3.4.1 La Quinta Transaction Documentation. Without limiting Buyer's right to require the completion, execution and delivery of all thereof, to the extent they are complete and ready for recording by the Closing Date, and have received Final City Approval (as defined in Section 5.6), any documents whether or not to be recorded in the Official Records of the County Recorder's Office in connection with the La Quinta Amended Development Documents (as defined in Section 5.3 below), executed and in, where applicable, in recordable form. 3.4.2 Assignment of Permits. The Assignment of Permits, executed by Buyer. Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 36 of 216 3.4.3 Other Documents. All other documents reasonably necessary to effectuate this Transaction (in form and substance reasonably acceptable to Sellers) as customary in bankruptcy transactions similar to this Transaction. 3.5 Actions of Escrow Holder. Provided that Closing occurs, on the Closing Date, Escrow Holder shall do the following: 3.5.1 Recordation. Escrow Holder shall cause the Deed, and any other documents directed delivered pursuant hereto by the parties (including documentation related to the La Quinta Amended Development Documents if they are complete on or before the Closing Date), with respect to the other recordable documents, to be recorded in the Official Records of the County Recorder's Office, and with respect to all such documents, obtain conformed copies thereof for distribution to Buyer and Sellers. 3.5.2 Compliance with Lender's Instructions. Escrow Holder shall comply with any instructions from Buyer's lender, if any, in accordance with separate instructions approved by Buyer. Buyer's execution of a lender's loan documents shall constitute approval of such lender's instructions. 3.5.3 Disbursement of Funds. Escrow Holder shall disburse all funds deposited with Escrow Holder (including the Deposit) as follows (and in the following order): (i) pay all closing costs to be paid by Sellers through Escrow; (ii) after deducting closing costs and other payments chargeable to Sellers, and deducting or adding (as appropriate) prorations for the account of Sellers, disburse the balance of the Purchase Price in accordance with separate wiring or other payment instructions delivered to Escrow Holder by Sellers, and in accordance with all applicable Bankruptcy Court orders; (iii) pay all closing costs to be paid by Buyer through Escrow; and (iv) disburse any remaining funds to Buyer in accordance with separate wiring or other payment instructions delivered to Escrow Holder by Buyer. 3.5.4 Delivery of Documents. Escrow Holder shall (i) direct the Title Company to issue the Title Policy to Buyer; (ii) deliver to Buyer a conformed copy of the Deed, originals of the other Seller Closing Documents and Buyer's closing statement; and (iii) deliver to Sellers a conformed copy of the Deed, the Buyer Closing Documents, and Sellers' closing statement. 4. CONDITIONS PRECEDENT. 4.1 Buyer's Closing Conditions. Buyer's obligation to purchase the Property is subject to satisfaction, or waiver by Buyer, of the conditions set forth below at Close of Escrow. If any conditions are not satisfied or waived on the Closing Date, Buyer shall have the right to cancel Escrow and terminate this Agreement without liability by delivering to Seller written notice of termination (the "Notice of Termination"), and upon Buyer's delivery of such Notice of Termination, (i) the Deposit shall be refunded to Buyer without any delay after Buyer's written request therefor in accordance with the terms of the Order (I) Approving Certain Bidding Procedures and the Form and Manner of Notice Thereof; and (II) Granting Related Relief [D.I. 396]. (the "Bid Procedures Order") and that certain Order (I) Approving the Debtors' Selection of a Stalking Horse Bidder; (II) Approving Break -Up Fee in Connection Therewith; and (III) 7 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 37 of 216 Granting Related Relief (the "Stalking Horse Order"); provided, however, if Buyer elects to terminate this Agreement due to the failure of the condition precedent described in Section 4.1.6 to be satisfied, then Buyer shall provide Seller with its Notice of Termination in respect thereof no later than the date which is two (2) Business Days after the Appeal Deadline. The foregoing termination right expires after the Closing. If such conditions are not satisfied as of the Closing Date and Buyer does not terminate as set forth above, Buyer shall be deemed to have waived such unsatisfied conditions and shall proceed to Closing. 4.1.1 Title Policy. The Title Company shall have issued, or irrevocably and unconditionally committed to issue, the Title Policy upon recordation of the Deed. 4.1.2 Performance by Seller. Seller shall have performed, in all material respects, all of the obligations to be performed by Seller under this Agreement at or prior to Close of Escrow, including execution and delivery of the Seller Closing Documents to Escrow Holder. 4.1.3 No Litigation. No lawsuit, arbitration or other legal proceeding shall be pending or threatened which seeks to restrain or prevent the sale of the Property to Buyer or would otherwise affect Buyer or the Property after the Closing. 4.1.4 Sale Order. Seller's delivery to Buyer of a certified copy of the Sale Order (as defined herein). 4.1.5 City Documents. The following shall have occurred: (a) the La Quinta Planning Commission and City Council approval has been obtained in accordance with applicable law the La Quinta Amended Development Documents and the other matters that require the City's approval in connection with the transactions described herein, and (b) the La Quinta Amended Development Documents have been finalized by the parties thereto and executed and delivered by the Buyer and all other parties thereto and become effective. 4.1.6 No person or entity shall have filed any appeal or other type of challenge or dispute as to the transactions described herein and/or any of the La Quinta Amended Development Documents and the City Council approvals granted in connection therewith (and Final City Approval has been received). 4.2 Sellers' Closing Conditions. Sellers' obligation to sell the Property is subject to satisfaction, or waiver by Sellers, of the conditions set forth below at Close of Escrow. Sellers may waive any or all of such conditions, without prejudicing or affecting any other rights Sellers may have. If any conditions are not satisfied or waived on the Closing Date, Sellers shall have the right to cancel Escrow and terminate this Agreement without liability, in which event, other than with respect to a default by Buyer in failing to perform its obligations hereunder at the Closing, the Deposit shall be refunded to Buyer. The foregoing termination right expires after the Closing. 4.2.1 Performance by Buyer. Buyer shall have performed, in all material respects, all of the obligations to be performed by Buyer under this Agreement at or prior to Close of Escrow, including delivery of the balance of the Purchase Price (less the amount of the Deposit) to Escrow Holder and the execution and delivery of the Buyer Closing Documents to Escrow Holder. Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 38 of 216 4.2.2 Accuracy of Representations and Warranties. Buyer's representations and warranties shall be accurate, in all material respects, as of Close of Escrow. 4.2.3 No Litigation. No lawsuit, arbitration or other legal proceeding shall be pending or threatened which seeks to restrain or prevent the sale of the Property to Buyer. 4.2.4 Sale Order. Sellers shall have obtained entry of an order approving this Transaction (the "Sale Order"), in form and substance reasonably acceptable to Buyer, which Sale Order shall (i) authorize Sellers to proceed to Closing, and provide, among other things, that the Property shall be transferred free and clear of all claims, causes of action, liens, interests, and encumbrances under Bankruptcy Code sections 363, 365 or 1123, 1129 and 1141, (ii) provide for the sale of the Property free and clear of all liens, Leases, Contracts, claims, encumbrances, and interests, (ill) include a finding of "good faith" with respect to the transaction and Buyer, and (iv) finding that Buyer is not a successor in interest to Sellers or otherwise liable for any claim or obligation of Sellers. The Sale Order shall further include, without limitation, a requirement that prior to the Closing, the following shall have occurred: (a) the La Quinta Planning Commission and City Council approval has been obtained in accordance with applicable law, and (b) the La Quinta Amended Development Documents have been finalized by the parties thereto and executed and delivered by the Buyer and all other parties thereto. For avoidance of doubt, the Sale Order must be a Final Order and not subject to any stay, appeal, or petition for review. As used herein, "Final Order" means an order or judgment as to which (x) the time to file an appeal, motion for rehearing or reconsideration, or petition for certiorari has expired and no such appeal, motion, or petition is pending, or (y) if an appeal, motion, or petition has been filed, such order has been affirmed or denied and no further appeal or petition is permitted or pending. 5. OTHER PRE -CLOSING MATTERS. For the period commencing on the Effective Date and ending on Close of Escrow or termination of this Agreement, whichever occurs first: 5.1 Transfers. Sellers shall not sell, market or negotiate for the financing or sale of the Property to or with another person or entity, or the equity interests in any "single purpose entity" directly or indirectly having an interest in the Property. 5.2 Leases. During the period commencing on the Effective Date and ending on the Closing Date, Sellers may not enter into any Leases of the Property or any portion thereof or allow any occupancy thereof, encumber or place a lien upon the Property or any portion thereof, enter into any Contract or bind itself to any third party if the same would affect Buyer or any portion thereof, without the consent of Buyer. 5.3 Sellers Cooperation. Sellers shall reasonably cooperate with Buyer's due diligence the transition of ownership to Buyer including, without limitation, by providing such documents and information as may be reasonably requested by Buyer to the extent Sellers have same within their possession and control and permitting Buyer and its contractors, consultants and other designees to enter the Property (including, without limitation, testing and inspections); provided, however, such entry shall be with not less than 24 hours' written notice, and as a condition to the Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 39 of 216 right of entry set forth above, Buyer shall procure and maintain broad form commercial liability insurance, including direct contractual and contingent liability coverages, with limits of not less than $1,000,000 per occurrence for bodily injury, property damage and personal injury, and $2,000,000 general policy aggregate. Such policy shall (i) name Sellers as an additional insured party with respect to the Buyer's activity on the Property, (ii) provide for at least 30 days' prior written notice to Sellers prior to termination of the policy (except that only 10 days' prior written notice shall be required for termination due to nonpayment of premium), and (iii) be occurrence based (i.e., not claims made). A certificate of insurance evidencing the insurance policy described above shall be delivered to Sellers before entry onto the Property by Buyer or its agents, representatives, contractors, consultants, or other designees. In addition, Sellers shall reasonably cooperate with the Buyer in connection with the negotiation of the Amended Development Documents and obtaining City council and other governmental approvals that are required for the Development Plan (as defined in the letter of intent between the City and Buyer) and the purchase of the Property by Buyer (including, without limitation, by executing and delivering such consents, applications, submissions and other instruments, and providing such information, as shall be reasonably required with regard thereto), provided that, with regard to the foregoing, if Buyer is not ultimately selected as the Successful Bidder or the Next -Highest Bidder or otherwise defaults under the terms of this Agreement , promptly thereafter Buyer shall cause all such applications and submissions applicable to be withdrawn and/or otherwise ineffective. 5.4 No Removal of Personal Property. Sellers shall not remove or alter any Personal Property or other Improvements from the Property. 5.5 Property Insurance. Sellers shall maintain commercially reasonable insurance on the Property. 5.6 La Quinta Transaction. Buyer shall diligently and in good faith negotiate restatements, new agreements and/or amendments to certain development agreements, covenants, tax sharing agreements and other agreements with the City of La Quinta for Buyer's development of the Property (collectively, the "La Quinta Amended Development Documents") which, must be finalized, executed by both Buyer and City, have received Final City Approval (as hereinafter defined),and ready for recording at Closing as a condition precedent to Buyer's obligation to close, and shall be recorded (with respect to such documents intended by the parties thereto to be recorded) as part of the Closing. As used in this Agreement, "Final City Approval" shall mean that the City Council has taken all necessary action to finally approve each of the La Quinta Amended Development Documents, the statute of limitations for any legal challenge thereto under the California Environmental Quality Act has expired without the filing of any legal challenge, and the statutory referendum period applicable to any associated ordinance adopted by the City Council has expired without the filing of a referendum petition (the later of the date of the expiration of (x) the period to file such referendum petition as set forth in this sentence; and (y) the period for any such legal challenge to be filed (prior to the expiration of the applicable statute of limitations) as set forth in this sentence, is hereinafter referred to as the "Appeal Deadline"). Sellers have no obligation to assist with such negotiation other than as expressly provided in this Agreement including, without limitation, under Section 5.4; provided, however, that the City reserves the right, with the consent of Buyer and through joint written instructions with Buyer, to provide 10 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 40 of 216 written authorization to proceed to Closing prior to finalization of one or more of the La Quinta Amended Development Documents. 5.7 City Requests. Sellers timely shall respond to all inquiries and requests of the City and provide all documents and information requested by the City or other parties involved in the development. 5.8 Compliance with Laws. Sellers shall secure the Property, manage water and all other matter and materials on or about the Property so as to avoid any violation of any applicable law, ordinance, regulation or rule, including all Environmental Laws. 5.9 Bankruptcy Court Matters. 5.9.1 Motion Seeking Approval of Sale. As promptly as practicable and in any event not later than September 16, 2025, the Debtors shall file with the Bankruptcy Court a motion seeking approval of this Agreement and entry of the Sale Order. The Sellers shall prosecute entry of the Sale Order, including filing all motions, replies, and declarations, as well as provide any additional testimony that may be required or desired to obtain entry of the Sale Order. The parties will use commercially reasonable efforts to obtain entry of the Sale Order by October 14, 2025. 5.9.2 Buyer's Cooperation. Buyer shall promptly take all actions as are reasonably requested by the Sellers to assist in obtaining entry of the Sale Order and any further or other order necessary in connection with the Transaction, including, furnishing affidavits, reasonable and customary financial information demonstrating wherewithal to perform under this Agreement and as adequate assurance of future performance under any documents or information for filing with the Bankruptcy Court for the purposes of, among other things, providing necessary assurance of performance of Buyer under this Agreement, and demonstrating that Buyer is a "good faith" purchaser, as well as demonstrating Buyer's ability to pay and perform following the Closing under this Agreement and the La Quinta Amended Development Documents. The Buyer shall not collude with any other person in contravention of the provisions of Bankruptcy Code section 363(n). 5.9.3 Appearances. Each party to this Agreement and the City shall (a) participate formally or informally in the Bankruptcy Court proceedings if reasonably requested by another party or required by the Bankruptcy Court in connection with this Agreement and (b) keep the other parties (or the City, as applicable) reasonably apprised of the status of material matters related to this Agreement. 5.9.4 Sellers' Obligations Subject to Sale Order. The Sellers' obligations under this Agreement are subject to the entry of and the terms of any orders of the Bankruptcy Court, including, without limitation, the Sale Order. 6. CONDITION OF PROPERTY. 6.1 "AS IS" Purchase. Notwithstanding any other term of this Agreement or any term of any "Other Documents" (as defined below), the parties agree as follows: 11 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 41 of 216 Buyer is purchasing the Property "AS IS", "WHERE IS" and "WITH ALL FAULTS", without any representations, warranties or guaranties of any nature, express or implied, oral or written, past, present or future, regarding the Property. Buyer agrees that Sellers make no representations, warranties, guaranties or covenants whatsoever (express or implied) with respect to the actual size of the Real Property or title to the Property, and Sellers shall have no liability whatsoever with respect to any such matters. WITHOUT LIMITING THE FOREGOING, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES AS TO: (I) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (II) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (III) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY'S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (IV) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (V) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI -GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VI) THE PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (VII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE REAL PROPERTY, (VIII) THE CONDITION OF TITLE TO THE PROPERTY, OR (IX) THE ECONOMICS OF THE OPERATION OF THE PROPERTY. This Section 6.1 shall survive Close of Escrow. This Section 6.1 shall survive termination of this Agreement. 6.2 Release. Effective as of Closing, Buyer, for itself and on behalf of each of its successors and assigns, hereby fully and forever release and discharge Sellers, and each and all affiliates of Seller, and each and all of the officers, directors, managers, members, shareholders, employees and agents of Seller, and each and all of the officers, directors, managers, members, shareholders, employees and agents of each affiliate of Sellers (collectively, "Seller Related Persons") and the City and each and all of the officers, Council members, employees, agents and affiliates of the City (collectively, the "City Related Persons"), from any and all claims, rights, actions, damages, and/or liabilities, of any nature whatsoever, fixed or contingent, existing now or arising in the future, known or unknown, in any way relating to the Property except as otherwise expressly provided in this Agreement. (provided that, with respect to such release of the City, such release shall only apply to acts or omissions taking place prior to the Closing). Buyer acknowledges Buyer may later learn of circumstances bearing upon the rights released in this Agreement. Buyer specifically waives the rights afforded by Section 1542 of the California Civil Code which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 42 of 216 would have materially affected his or her settlement with the debtor or released party." (Buyer Initials) This Section 6.2 shall survive Close of Escrow. This Section 6.2 shall survive termination of this Agreement. 6.3 Buyer's Indemnity Obligation. Buyer shall indemnify, defend and hold Sellers harmless from and against all claims, damages, losses, liabilities, costs and expenses, including without limitation attorneys' fees arising out of (a) any material inaccuracy or material breach of any of Buyer's representations and warranties in this Agreement, and/or (b) a material breach or material nonfulfillment of any covenant or agreement made by Buyer in or pursuant to any of Buyer Closing Documents. Effective upon Close of Escrow, other than in respect of the acts of Sellers or any of their affiliates, Buyer shall indemnify, defend and hold Sellers harmless from and against all claims, damages, losses, liabilities, costs and expenses, including without limitation attorneys' fees arising out of ownership or possession of the Property by Buyer after Close of Escrow with respect to acts or omissions occurring from and after the Closing. This Section 6.3 shall survive Close of Escrow. 6.4 Damage to Property. In the event that, after the Effective Date and prior to the Closing, any of the Property is damaged and/or destroyed by fire or other casualty, the Closing shall occur as scheduled notwithstanding such damage. The Purchase Price shall not in any way be reduced by the amount of any such damages or destruction. If there is any such casualty prior to the Closing, Seller shall cause all insurance proceeds resulting therefrom to be paid over (if received prior to Closing) or assigned (if not received prior to the Closing) to Buyer along with a credit in the amount of any deductibles. 6.5 Eminent Domain. In the event that, after the Effective Date and prior to the Closing, a governmental entity commences or threatens to commence eminent domain proceedings to take any material portion of or interest in the Property, then Buyer shall have the option to terminate this Agreement by written notice to Sellers within ten (10) days after Sellers provide Buyer written notice of such commencement or threat of commencement. In the event of any such termination, the Deposit actually delivered by Buyer to Escrow Holder (less one-half of the escrow cancellation fee) shall be returned to Buyer (provided Buyer is not in default under this Agreement in its obligations to close the transactions described herein), and neither party shall have any further liability or obligation under this Agreement, except as specifically provided herein. In the event that, after the Effective Date and prior to the Closing, a governmental entity commences or threatens to commence eminent domain proceedings to take any part of the Property and this Agreement is not terminated as so provided as a result thereof, then the Closing shall occur as scheduled notwithstanding such proceeding; provided, however, that, if Closing occurs, Sellers' interest in all awards arising out of such proceedings shall be assigned to Buyer at and subject to Closing. The Purchase Price shall not in any way be reduced as a result of any eminent domain matter. 13 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 43 of 216 7. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants (and acknowledges) to Sellers as follows: 7.1 Sophisticated Buyer. Buyer is a knowledgeable, experienced and sophisticated buyer of real estate. 7.2 Expertise and Knowledge of Buyer. In purchasing the Property, Buyer has relied and will rely solely on (i) the expertise of Buyer and its agents, representatives and consultants, and (ii) the knowledge of Buyer and its agents, representatives and consultants, based on their own investigations, occupation and inspections of the Property. 7.3 Completion of Investigation. Buyer and its agents, representatives and consultants will have conducted such inspections and investigations regarding the Property as Buyer deems necessary. 7.4 No Reliance on Sellers or City. Buyer is not relying and will not rely on any representations, warranties, promises, assurances or other statements relating to or affecting the Property, whether made verbally or in writing, and whether made before or after the Effective Date, made by Sellers, or any of their agents, affiliates, representatives or consultants except as expressly set forth herein. Except to the extent set forth in the La Quinta Amended Development Documents approved and executed as set forth in Section 5.3, Buyer is not relying and will not rely on any representations, warranties, promises, assurances or other statements relating to or affecting the Property, whether made verbally or in writing, and whether made before or after the Effective Date, made by the City, or any of its agents, affiliates, representatives or consultants. 7.5 Financial Ability. Buyer has the financial ability to consummate the Transaction without any delay or restriction that would adversely impact the certainty of Buyer's ability to so consummate. 7.6 No Litigation. There is no lawsuit, arbitration or other action, proceeding or claim pending or to Buyer's knowledge threatened against Buyer that would impair or materially affect Buyer's ability to enter into or perform Buyer's obligations under this Agreement. 7.7 OFAC. Neither Buyer nor any of its principals or its affiliates (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the Department of the Treasury or on any other similar list; (b) is a person with which Seller is prohibited from dealing or otherwise engaging in any transaction by any anti- terrorism law; (c) is a person that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or any similar Executive Orders; or (d) is affiliated or associated with a person listed in preceding clause "(a)," "(b)" or "(c)". 7.8 Authority. Buyer is duly organized, validly existing and in good standing under the laws of the state of its formation. Buyer has the legal right, power and authority to enter into and perform its obligations under, and to consummate the transactions contemplated by this Agreement. 14 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 44 of 216 7.9 Binding Agreement. This Agreement is, and all documents to be executed by Buyer pursuant to this Agreement will be, binding on Buyer and enforceable against Buyer in accordance with their respective terms (subject to bankruptcy, insolvency and other laws affecting the enforcement of creditor's rights generally and to principles of public policy). 7.10 Bankruptcy; Assignment for Benefit of Creditors; Receivership. There are no bankruptcy, insolvency or similar actions or proceedings pending or threatened by or against Buyer. Buyer has not made a general assignment for the benefit of creditors, suffered the appointment of a receiver to take possession of all or substantially of Buyer's assets, or suffered the attachment of all or substantially all of Buyer's assets. The representations set forth above shall survive Close of Escrow. 8. BROKERS. 8.1 Representation. Sellers have been represented by JLL (Attn: Jeff Adkison and Jeremy Sain), and Buyer has not been represented. 8.2 Commission. At and subject to Close of Escrow, Sellers shall pay a brokerage commission to JLL pursuant to the order of the Bankruptcy Court approving the engagement of JLL entered on January 15, 2025 [24-11647 (MFW), D.I. 3121 and the Sale Order. In no event shall Buyer have any liability or obligation to JLL with respect to the transactions described herein. 8.3 Indemnification. Each party represents to the other that it has not had any contact or dealings regarding the Property, or any communications in connection with this Transaction, through any other real estate broker or other person who can claim a right to a commission or finder's fee. If any other broker or finder makes a claim for a commission or finder's fee based upon a contact, dealings or communications with a parry, then such party shall indemnify, protect, defend and hold the other party harmless from and against all claims, damages, losses, liabilities, costs and expenses, including attorneys' fees, arising out of the broker's or finder's claim. This Section 8.3 shall survive termination of this Agreement. 9. COSTS AND PRORATIONS. 9.1 Taxes and Assessments. With respect to the current year tax payment, if the due date is before the Closing, same shall be paid for by Sellers prior to Closing and, if the due date is after the Closing, same shall be paid by Buyer after the Closing (in all events subject to proration by the parties as provided herein). Otherwise real and personal property taxes and assessments shall be prorated as of Close of Escrow, based on twelve (12) thirty (30)-day months. Any and all past years' delinquent or defaulted taxes, assessments, fees, penalties, and interest shall be obligations of the Debtors. 9.2 Transfer Taxes. Buyer shall pay the County documentary transfer tax and City transfer tax resulting from subject sale of the Real Property by Sellers to Buyer. 15 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 45 of 216 9.3 Title Insurance. Sellers shall pay the cost of the Title Policy (i.e., standard CLTA owner's policy of title insurance), and Buyer shall pay any additional title insurance premiums for any extended coverages and endorsements requested by Buyer. 9.4 Escrow Fee. Buyer and Sellers shall each pay one-half of the escrow fee. If this Agreement is terminated, Buyer and Sellers shall each pay one-half of the escrow cancellation fee, provided that, if the Agreement is terminated as a result of a default by a parry, the defaulting party shall pay the entire escrow cancellation fee. 9.5 Recording Fees. Buyer shall pay all recording fees arising out of or relating to this Transaction. 9.6 Other. All other closing costs and prorations shall be allocated in accordance with the custom and practice in the County. 10. TERMINATION; LIQUIDATED DAMAGES. 10.1 Termination. Prior to Closing, this Agreement may be terminated and neither party shall be obligated to proceed with the Transaction as provided in Section 4: 10.1.1 Buyer's Conditions. At the option of Buyer, and upon written notice to Sellers, if a condition precedent to Buyer's obligation to purchase the Property is not satisfied. 10.1.2 Sellers' Conditions. At the option of Sellers, and upon written notice to Buyer, if a condition precedent to Sellers' obligation to sell the Property is not satisfied. 10.1.3 Alternative Transaction. "Alternative Transaction" means any sale or other disposition of the Property or Sellers' interest in the Property to a person or entity other than the Buyer. 10.1.4 Express Right to Terminate. At the option of a party, and upon written notice to the other party, if the terminating party has an express right to terminate under the terms of this Agreement. Notwithstanding any term in this Agreement to the contrary, in the event this Agreement is terminated, the obligations of Buyer and Sellers surviving termination shall remain in full force and effect. 10.2 Buyer's Default; Liquidated Damages. If Buyer breaches its obligation to purchase the Property in accordance with the terms of this Agreement and Close of Escrow fails to occur by reason of such breach, then Sellers' sole remedy for such breach shall be to terminate this Agreement and receive and retain the Deposit. Sellers waive all other remedies for such breach. THE DEPOSIT SHALL CONSTITUTE LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX THE ACTUAL 16 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 46 of 216 DAMAGES THAT SELLERS WOULD INCUR AS A RESULT OF THE BREACH BY BUYER OF ITS OBLIGATION TO PURCHASE THE PROPERTY. THE PARTIES AGREE THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS' DAMAGES, AND SHALL CONSTITUTE LIQUIDATED DAMAGES IN ACCORDANCE WITH CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. (Buyer's Initials) (Sellers' Initials) 10.3 Sellers' Default. If Sellers breach their obligation to sell the Property to Buyer in accordance with the terms of this Agreement and Escrow fails to close by reason of such breach, then Buyer's sole remedy for such breach shall be to either (i) terminate this Agreement and cancel Escrow by delivering notice of such termination and cancellation to Sellers and Escrow on or before the Closing Date, in which case the Deposit shall be returned to Buyer, and Sellers shall have no further liability to Buyer or obligations under this Agreement; or (ii) pursue the remedy of specific performance and recover of its enforcement. 10.4 Escrow Cancellation. If this Agreement is terminated pursuant to this Section 10, the parties shall promptly execute any escrow cancellation or other instructions necessary to cancel Escrow and to cause the portion of the Deposit previously delivered by Buyer to Escrow Holder to be disbursed in accordance with the above provisions. 11. GENERAL PROVISIONS. 11.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) on the date of delivery if personally delivered or delivered via facsimile or when sent by electronic mail as indicated by sender's electronic mail software program, (ii) one (1) business day after delivery by overnight courier, or (iii) three (3) business days after mailing if mailed by first-class mail, postage prepaid, to the parties at their addresses (or to the parties' facsimile numbers) set forth below, or such other address or facsimile number designated from time to time in writing by such party to all other parties. To Sellers: c/o SilverRock Development Company, LLC 343 Fourth Avenue San Diego, California 92101 Attention: Douglas Wilson, CRO & Hon. Christopher S. Sontchi (ret.) Telephone: Email: dwilson@douglaswilson.com and sontchillcA) gmail.com 17 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 47 of 216 With copy to: Wilson Sonsini Goodrich & Rosati, P.C. 222 Delaware Avenue, Suite 800 Wilmington, Delaware 19801 Attn: Erin R. Fay Telephone: 302-502-8404 Email: efay@wsgr.com To Buyer: c/o Turnbridge Equities 1 Bryant Park, Suite 200 New York, New York 10018 Attention: General Counsel and Michael Gazzano Telephone: 714-403-6453 (Michael Gazzano) Email: jw(cturnbridgeeq.com and mg(&,turnbridgeeq.com With Copy to: DLA Piper LLP 1251 Avenue of the Americas New York, New York 10020 Attention: Todd Eisner Telephone: 917-8 87-3 404 Email: Todd.Eisner@US.dlapiper.com To Escrow Holder: Stewart Title of California 73020 El Paseo, Ste. 103 Palm Desert, CA 92260 Attn: Tamara Castro, Escrow Officer & Teo Cardenas, Title Officer Emails: tcastro(a-),stewart.com Teo.cadenas(a,stewart. com 11.2 Governing Law. Severability, and Jurisdiction. This Agreement shall be governed by and construed under the Bankruptcy Code to the extent applicable, and only thereafter under the laws of the State of California, without regard to its conflicts of law principles. If any provision of this Agreement is invalid or unenforceable, such provision shall (i) be modified to the minimum extent necessary to render it valid and enforceable, or (ii) if it cannot be so modified, be deemed not to be a part of this Agreement and shall not affect the validity or enforceability of the remaining provisions. Until such time as Debtors' Bankruptcy Case is no longer pending or active, the Bankruptcy Court shall have jurisdiction over resolving any dispute under this Agreement. 11.3 Construction. This Agreement has been negotiated at arm's length and in good faith, and each party has been, or has had the opportunity to be, represented by legal counsel. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party drafting it is 18 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 48 of 216 not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the parties and this Agreement. 11.4 Amendment and Waiver. This Agreement may be amended only by a written agreement signed by all parties to this Agreement. Waiver of any provision of this Agreement shall not be deemed or constitute a waiver of any other provisions, nor shall such waiver constitute a continuing waiver. 11.5 Entire Agreement. This Agreement (with all schedules and exhibits attached hereto, now or in the future by mutual agreement incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter set forth above, and supersedes all previous oral and written agreements, letters of intent, communications, representations and/or commitments. 11.6 Further Instruments. The parties covenant and agree that they will execute such other and further instruments and documents that are or may become reasonably necessary or convenient to carry out and consummate the Transaction. 11.7 Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts or as a pdf or similar attachment to an email), all of which together shall constitute a binding agreement, and each such counterpart shall be deemed to be an original instrument for all purposes. This Agreement may be executed electronically, and such electronic signature shall constitute an original for all purposes. 11.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Buyer shall have the right to assign its rights and obligations under this Agreement to one or more entities (each which will acquire title to a particular portion of the Property as designated by Buyer) so long as each assignee is an affiliate of Buyer and is jointly and severally liable hereunder with all other Buyer assignees. In the event of any such multiple assignments, Sellers shall prepare, execute and deliver multiple separate sets of Seller Closing Documents and Buyer Closing Documents, each of which will apply to such portion(s) of the Property so designated by Buyer. 11.9 Time. Time is of the essence under this Agreement. 11.10 Drafts not an Offer. The submission of a draft of this Agreement by a parry to the other party is not intended by either parry to be an offer to enter into a legally binding contract with respect to the purchase and sale of the Property. The parties shall be legally bound with respect to the purchase and sale of the Property pursuant to the terms of this Agreement if and only if both parties have fully executed the Agreement. 11.11 Third Party Beneficiary. Each party acknowledges and agrees that the City is an express third -party beneficiary of Sections 3.4.1, 4.2.4, 6.2 and 7.4 of this Agreement, entitled to enforce the terms thereof as if it were an original party hereto. Otherwise, there are no third party beneficiaries with any right to enforce any provision of this Agreement. [SIGNATURES ON FOLLOWING PAGE] 19 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 49 of 216 Sellers: SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 20 Buyer: TBE RE Acquisition Co II LLC, a Delaware limited liability company By: _ Name: Title: Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 50 of 216 RGC PA 789, LLC, a Delaware limited liability company By: Name: Title: SilverRock Development Company, LLC a Delaware limited liability company By: Name: Title: SilverRock Lifestyle Residences, LLC, a Delaware limited liability company By: Name: Title: SilverRock Lodging, LLC, a Delaware limited liability company By: Name: Title: SilverRock Luxury Residences, LLC, a Delaware limited liability company By: Name: Title: SilverRock Phase I, LLC, a Delaware limited liability company By: Name: Title: 21 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 51 of 216 ESCROW HOLDER'S ACCEPTANCE By its execution below, Escrow Holder accepts this Agreement as its escrow instructions. ESCROW HOLDER: STEWART TITLE OF CALIFORNIA, INC. By: _ Name: Title: Date: 22025 22 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 52 of 216 EXHIBIT A REAL PROPERTY LEGAL DESCRIPTION (attached) EXHIBIT A PERSONALU 619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 53 of 216 PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO.2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE I AND 18 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO.2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXHIBIT A PERSONAU 619493107.1 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 54 of 216 EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE I AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED EXHIBIT A PERSONALU 619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 55 of 216 NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 PARCEL 4: THAT PORTION OF PARCELS 4 AND 18 OF PARCEL MAP NO.37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: LOT "C" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT DEED RECORDED JULY 15, 2021 AS INSTRUMENT NO. 20210426711 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 1A AND 1B 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 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APNS 777-490-058, 777-490-063, 777-490-064, 777-490-065 AND 777-490-066 (OLD APN'S PORTION OF 777-490-041 and 777-490-051) PARCEL 5: THAT PORTION OF PARCELS 3 AND 4 OF PARCEL MAP NO.37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, EXHIBIT A PERSONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 56 of 216 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: LOT "B" OF LOT LINE ADJUSTMENT NO.2020-0010, AS DISLOSED BY GRANT DEED RECORDED JULY 16, 2021 AS INSTRUMENT NO. 20210428113 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 113 PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-490-037, 777-490-057, 777-490-059 AND 777-490-068 (OLD APN'S PORTION OF 777-490-040 AND 777-490-041) PARCEL 6: PARCEL 5 OF PARCEL MAP NO. 37207 AS SHOWN BY A MAP ON FILE IN BOOK 242 OF PARCEL MAPS, PAGES 72 THROUGH 87, INCLUSIVE TOGETHER WITH PORTIONS OF PARCELS A AND B OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" OF LOT LINE ADJUSTMENT NO.2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING FROM PARCEL 5 ABOVE, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE EXHIBIT A PERSONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 57 of 216 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE IA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017- 0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-042, 777-490-076 AND PORTIONS OF 777-490-072 AND 777-490-073 (OLD APN'S PORTION of 777-490-043 and 777-490-044) PARC RI, 7! PORTIONS OF PARCELS A THROUGH C, INCLUSIVE, OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021- 0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 ORMINERALS FROM SAID PHASE lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA EXHIBIT A PERSONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 58 of 216 MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-074 AND PORTIONS OF 777-490-072, 777-490-073, 777-490-075, 777- 490- 077, 777-490-079 AND 777-490-080 ( OLD APN'S PORTION 777-490-043, 777-490-044 AND 777-490-045) PARCEL 8: THAT PORTION OF PARCELS 9,10,11 AND 19 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" OF LOT LINE ADJUSTMENT NO.2020-0007, AS DISLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0500015 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-046, 777-490-071, 777-060-082, AND 777-060-084 (OLD APNS 777-490- 052,777-060-076 and 777-060-077) PARCEL 9A: EXHIBIT A PERSONALU 619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 59 of 216 PORTIONS OF PARCELS B AND C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE I AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 113 PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-075, 777-490-077, 777-490-078, 777-490-079 AND 777-490- 080 OLD APNS PORTION of 777-490-044 AND 777-490-045 ) PARCEL 9B PORTIONS OF PARCEL C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "D" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 EXHIBIT A PERSONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 60 of 216 AND OCCUPY ALL PARTS OF THE PHASE lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018- 0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-079 (OLD APN PORTION 777-490-045) 17\:tN �1 rifi� LOTS 1 THROUGH 29 AND LOTS A THROUGH L, OF TRACT NO. 37730, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 lA 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 lA 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 lA PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA 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: 777-510-001 THRU 025; 777-520-001 THRU 018 EXHIBIT A PERSONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 61 of 216 PARCEL 13: PARCELS E, F AND G OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED FOR RECORD MAY 3, 2017 IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING 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 AND I 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 IAAND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1 A AND 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 AAND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 113 PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674, OF OFFICIAL RECORDS. APN: 777-490-053, 777-490-054, 777-490-055 EXHIBIT A PERSONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 62 of 216 EXHIBITS B-1 and B-2 PRELIMINARY TITLE REPORTS (attached) EXHIBIT 13-1 and B-2 PERSONAU1619493107.1 MaeE244166TWW W MocME21 F-RdeDBAM S5 PRggE62 of 216 Exhibit A ClAaeE224E11154AMWN D[Doc!5,42EK FRIJIMA (B£1155 PQggE62 of 916 //Pstewart Teo Cadenas Stewart Title of California, Inc. Title Officer 11870 Pierce Street, Ste 100 Riverside, CA 92505 TITLE Phone: (951) 276-2700 Fax: (951) 344-8298 teo.cadenas@stewart.com cadenasteam@stewart.com PRELIMINARY REPORT Order No.: 2306435 Your File No.: Buyer/Borrower Name: Seller Name: Silverock Development Company Property Address: Vacant Land, La Quinta, CA In response to the above referenced application for a policy of title insurance, Stewart Title of California, Inc. hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Stewart Title Guaranty Company policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of a defect, lien or encumbrance not shown or referred to as an exception below or not excluded from coverage pursuant to the printed Schedules, Exclusions from Coverage, and Conditions of said policy forms. With respect to any contemplated owner's policy, the printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A, attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA/ALTA Homeowner's Policy of Title Insurance, which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages, are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a binder or commitment should be requested. as of February 19, 2025 at 7:30AM When replying, please contact: Teo Cadenas, Title Officer Stewart Title of California, Inc. 11870 Pierce Street, Ste 100 Riverside, CA 92505 (951) 276-2700 teo.cadenas@stewart.com Order No.: 2306435 Preliminary Report Page 1 of 76 ision No. 1 ate No. 5 0AaeE2241ffi547 WVV DDoc622521 F-RdeDBAY S5 PAggE63 of 216 IF ANY DECLARATION, GOVERNING DOCUMENT (FOR EXAMPLE, COVENANT, CONDITION OR RESTRICTION) OR DEED IDENTIFIED AND/OR LINKED IN THIS TITLE PRODUCT CONTAINS ANY RESTRICTION BASED ON AGE, RACE COLOR, RELIGION, SEX, GENDER, GENDER IDENTITY, GENDER EXPRESSION, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, VETERAN OR MILITARY STATUS, GENETIC INFORMATION, NATIONAL ORIGIN, SOURCE OF INCOME AS DEFINED IN SUBDIVISION (p) OF SECTION 12955, OR ANCESTRY, THAT RESTRICTION VIOLATES STATE AND FEDERAL FAIR HOUSING LAWS AND IS VOID, AND MAY BE REMOVED PURSUANT TO SECTION 12956.2 OF THE GOVERNMENT CODE BY SUBMITTING A "RESTRICTIVE COVENANT MODIFICATION" FORM, TOGETHER WITH A COPY OF THE ATTACHED DOCUMENT WITH THE UNLAWFUL PROVISION REDACTED TO THE COUNTY RECORDER'S OFFICE. THE "RESTRICTIVE COVENANT MODIFICATION" FORM CAN BE OBTAINED FROM THE COUNTY RECORDER'S OFFICE AND MAY BE AVAILABLE ON ITS WEBSITE. THE FORM MAY ALSO BE AVAILABLE FROM THE PARTY THAT PROVIDED YOU WITH THIS DOCUMENT. LAWFUL RESTRICTIONS UNDER STATE AND FEDERAL LAW ON THE AGE OF OCCUPANTS IN SENIOR HOUSING OR HOUSING FOR OLDER PERSONS SHALL NOT BE CONSTRUED AS RESTRICTIONS BASED ON FAMILIAL STATUS. Order No.: 2306435 Preliminary Report Page 2 of 76 0QaeE224116647b1fFW W D[DoclS,12E1 F—R&OBi-1Y6£Y95 PRggE66 of 216 PRELIMINARY REPORT The form of Policy of Title Insurance contemplated by this report is: 0 CLTA Owner's Policy 2022 ❑ ALTA Owner's Policy 2021 ❑ CLTA/ALTA Homeowners Policy 2021 ❑ CLTA Loan Policy 2022 ❑ ALTA Loan Policy 2021 ❑ ALTA Short Form Residential Loan Policy 2021 ❑ Extended ❑ Standard ❑ Extended ❑ Standard ❑ Extended ❑ Standard SCHEDULE A The estate or interest in the land hereinafter described or referred to covered by this report is: FEE Title to said estate or interest at the date hereof is vested in: SilverRock Land II, LLC, a Delaware limited liability company, as to an undivided 42.8% interest to Parcel 1. RGC PA 789, LLC, a Delaware limited liability company, as to Parcel 2 and 3; and as to an undivided 57.2% interest, as to Parcel 1, , subject to bankruptcy proceedings filed by SilverRock Development Company LLC, RGC PA 789, LLC, SilverRock Lifestyle Residences, LLC, SilverRock Lodging, LLC, SilverRock Luxury Residences, LLC, SilverRock Phase 1, LLC, Debtor, pending in the United States Bankruptcy Court for the District of Delaware, Case No. 24-11647 ( MFW) ; filed on August 5, 2024. SilverRock Development Company, LLC, a Delaware limited liability company, as to Parcels 4, 5, 6, 7, 8, 9A, 9B and 12 , subject to bankruptcy proceedings filed by SilverRock Development Company LLC, RGC PA 789, LLC, SilverRock Lifestyle Residences, LLC, SilverRock Lodging, LLC, SilverRock Luxury Residences, LLC, SilverRock Phase 1, LLC, Debtor, pending in the United States Bankruptcy Court for the District of Delaware, Case No. 24-11647 ( MFW) ; filed on August 5, 2024. Order No.: 2306435 Preliminary Report Page 3 of 76 CQaeE22411(654.7 WN D[DocI322E1 FFF &OBA(BffiS5 PRggEH of 216 LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Riverside, City of La Quinta and described as follows: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20,2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 1A AND 1 B 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 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 18 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. ►_12►f"aiI14i11i1:191 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF .RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 1A AND 1B 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 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B Order No.: 2306435 Preliminary Report Page 4 of 76 02aeE224116647VP9fP W D[Doc622E1 FRdcO8A(6jT95 PldggE66 of 916 PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND I PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72, THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID. COUNTY. EXCEPTING THEREFROM 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 1A AND 1B 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 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Parcel 4: THAT PORTION OF PARCELS 4 AND 18 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: LOT "C" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT DEED RECORDED JULY 15, 2021 AS INSTRUMENT NO. 20210426711 OF OFFICIAL RECORDS OF RIVERSIDE'. COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 1A AND 1 B 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 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B Order No.: 2306435 Preliminary Report Page 5 of 76 0QaeE2A411f647lVMV (V DDocMMI FNdcD8A(6jT95 PldggE69 of 216 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APNS 777-490-058, 777-490-063, 777-490-064, 777-490-065 AND 777-490-066 ( OLD APN'S PORTION OF 777-490-041 and 777-490-051 ) Parcel 5: THAT PORTION OF PARCELS 3 AND 4 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: LOT "B" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT DEED RECORDED;, JULY 16, 2021 AS INSTRUMENT NO. 20210428113 OF OFFICIAL RECORD_ S OF RIVERSIDE COUNTY, STATE OF CALIFORNIA„ AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 1A AND 1 B 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 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-490-037, 777-490-057, 777-490-059 AND 777-490-068 ( OLD APN'S PORTION OF 777-490- 040 AND 777-490-041 ) Parcel 6: PARCEL 5 OF PARCEL MAP NO. 37207 AS SHOWN BY A MAP ON FILE IN BOOK 242 OF PARCEL MAPS PAGES 72 THROUGH 87, INCLUSIVE, TOGETHER WITH PORTIONS OF PARCELS A AND B OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO.2023-0128115 OF, OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN., EXCEPTING FROM PARCEL 5 ABOVE, 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 1A AND 1 B 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 Order No.: 2306435 Preliminary Report Page 6 of 76 O2aec2R411654-W WW Duo(622E1 F:RdcD8AY61T95 PRggP76 of 216 SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-042, 777-490-076 AND PORTIONS OF 777-490-072 AND 777-490-073 ( OLD APN'S PORTION of 777-490-043 and 777-490-044) Parcel 7: PORTIONS OF PARCELS A THROUGH C, INCLUSIVE, OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021- 0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS' .DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 1A AND I 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 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-074 AND PORTIONS OF 777-490-072, 777-490-073, 777-490-075, 777- 490-077, 777- 490-079 AND 777-490-080 ( OLD APN'S PORTION OF 777-490-043, 777-490-044 AND 777-490-045) Parcel 8: THAT PORTION OF PARCELS 9,10,11 AND 19 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" OF LOT LINE ADJUSTMENT NO.. 2020-0007, AS DISCLOSED BY GRANT DEED. RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0500015 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATEOF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 Order No.: 2306435 Preliminary Report Page 7 of 76 OQaeE2R411<fi@4rAMWV Motfi MI FR&DBA18,1295 PIRgge7M of 916 ALL PARTS OF THE PHASE 1A AND 1 B 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 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-046, 777-490-071, 777-060-082, AND 777-060-084-(OLD APNS PORTION OF 777-490- 0521777-060-076 and 777-060-077) Parcel 9A: PORTIONS OF PARCELS B AND C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: •,PARCEL "C" OF'LOT 'LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS... _ DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO.2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.. EXCEPTING THEREFROM 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 1A AND 1 B 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 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-075 777-490-077, 777-490-078„ 777-490-079 AND 777490 080'(OLD APNS PORTION of 777-490-044 AND 777-490-045 ) Parcel 96' PORTIONS OF PARCEL C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "D" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS' DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023. AS INSTRUMENT NO.2023-0128115 OF ;OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.,, Order No.: 2306435 Preliminary Report Page 8 of 76 (li?::• ` J�� ic��I ��'a II IIJIII c�IJs J :1111 ::71 I1113 Lu i ii "'?:1;:• Li II .:1 a EXCEPTING THEREFROM 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 1A AND 1 B 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 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-079 ( OLD APN PORTION OF 777-490-045) Parcel 10: INTENTIONALLY DELETED Parcel 11: INTENTIONALLY DELETED PARCEL 12: LOTS 1 THROUGH 29 AND LOTS A THROUGH L, OF TRACT NO. 37730, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 479,PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 1A 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 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A 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: 777-510-001 THRU 023; 777-510-025; 777-520-001 THRU 018 APN: Multiple APN's (End of Legal Description) MAP THE MAP(S) CONNECTED HEREWITH IS BEING PROVIDED AS A COURTESY AND FOR INFORMATIONAL PURPOSES ONLY; THIS MAP SHOULD NOT BE RELIED UPON. FURTHERMORE, Order No.: 2306435 Preliminary Report Page 9 of 76 (11;;:• ` J�� Irill If!�" V IIIlII eilJs J ' ::�I IF(� 1.1i! lei "'?:It:• N 11 .'1 .t THE PARCEL(S) SET OUT ON THE MAP(S) MAY NOT COMPLY WITH LOCAL SUBDIVISION OR BUILDING ORDINANCES. STEWART TITLE OF CALIFORNIA, INC. AND STEWART TITLE GUARANTY COMPANY ASSUME NO LIABILITY, RESPONSIBILITY OR INDEMNIFICATION RELATED TO THE MAP(S). Order No.: 2306435 Preliminary Report Page 10 of 76 (11M. Jii icul " II (I141t c�JJs J ' ::�1 (FPS SCHEDULE B At the date hereof, exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy or policies would be as follows: Taxes: A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes, to be levied for the fiscal year 2025 - 2026. B. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $12.73 Status 1st : Paid 2nd Installment: : $12.73 Status 2nd : Open Parcel No. : 777-060-075 Code Area/Tracer No.: 020-016 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 3. C. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $28,487.05 Status 1st : Paid 2nd Installment: : $28,487.05 Status 2nd : Open Parcel No. : 777-060-083 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 1 D. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $32,590.49 Status 1st : Paid 2nd Installment: : $32,590.49 Status 2nd : Open Parcel No. : 777-060-85 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 2 E. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $37,445.88 Status 1st : Paid 2nd Installment: : $37,445.88 Status 2nd : Open Parcel No. : 777-060-078 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Order No.: 2306435 Preliminary Report Page 11 of 76 (11;:..:• !�� ic��„f` 11 I11i11 c�lJc J fisil (Y!/l.�ilfJ.�� ��::U:• ��� 1q .:1 :� Matters contained therein affect: Portion of Parcel 3 General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $4,339.07 Status 1st : Paid 2nd Installment: : $4,339.07 Status 2nd : Open Parcel No. : 777-490-058 Code Area/Tracer No.: 020-143 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4 G. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-058. Amounts due show as follows: Amount: $13,464.79; due by: February 28, 2025 Amount: $13,624.36; due by: March 31, 2025 Amount: $13,783.93; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcel 4 H. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $64,365.79 Status 1st : Paid 2nd Installment: : $64,365.79 Status 2nd : Open Parcel No. : 777-490-063 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4 Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $467.90 Status 1st: Delinquent Delinquent Date: May 31, 2024 Penalty: $46.79 2nd Installment: $467.90 Status 2nd: Delinquent Delinquent date: September 30, 2024 Penalty: $84.85 Parcel No.: 777-490-063 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4 Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-063. Amounts due show as follows: Amount: $190,877.17; due by: February 28, 2025 Amount: $193,143.79; due by: March 31, 2025 Amount: $195,410.41; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed with tax collector. Order No.: 2306435 Preliminary Report Page 12 of 76 (li;• • lip�� V " 11 101111 cIlJc J ::�I I4 M. l.�r ,4, 071 M illo l I.� Matters contained therein affect: Portion of Parcel 4 K. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1 st Installment : $0.63 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty : $0.06 2nd Installment: : $0.63 Status 2nd : Open Parcel No. : 777-490-064 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4. L. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.63 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty : $0.06 2nd Installment: : $0.63 Status 2nd : Open Parcel No. : 777-490-065 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4. M. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.63 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty : $0.06 2nd Installment : $0.63 Status 2nd : Open Parcel No. : 777-490-066 Code Area/Tracer No .: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4. N. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $43.78 Status 1st : Paid 2nd Installment: : $43.78 Status 2nd : Open Parcel No. : 777-490-037 Code Area/Tracer No.: 020-143 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 5 Order No.: 2306435 Preliminary Report Page 13 of 76 07 ` %45 1!11� � lis J I ORIONWNWR l.�? O. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-037. Amounts due show as follows: Amount: $275.29; due by: February 28, 2025 Amount: $277.19; due by: March 31, 2025 Amount: $279.10; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcel 5 P. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1 st Installment : $27.60 Status 1st : Paid 2nd Installment: : $27.60 Status 2nd : Open Parcel No. : 777-490-057 Code Area/Tracer No.: 020-143 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 5 Q. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-057. Amounts due show as follows: Amount: $216.08; due by: February 28, 2025 Amount: $217.29; due by: March 31, 2025 Amount: $218.50; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcel 5 R. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $122.04 Status 1st : Paid 2nd Installment: : $122.04 Status 2nd : Open Parcel No. : 777-490-059 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 5 S. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-059. Amounts due show as follows: Amount: $569.05; due by: February 28, 2025 Amount: $574.40; due by: March 31, 2025 Amount: $579.75; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcel 5. T. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $13,643.17 Status 1st : Paid 2nd Installment: : $13,643.17 Status 2nd : Open Order No.: 2306435 Preliminary Report Page 14 of 76 (li;::• ` !�� ids► " 11 11111t c�►!Js J ::11 I}i� I �i! 1.�� "'?Qt;:` 'i0 411M Parcel No. : 777-490-068 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 5 U. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-068. Amounts due show as follows: Amount: $37,728.60; due by: February 28, 2025 Amount: $38,183.72; due by: March 31, 2025 Amount: $38,638.85; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcel 5 V. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1 st Installment : $7,176.74 Status 1st : Paid 2nd Installment: : $7,176.74 Status 2nd : Open Parcel No. : 777-490-042 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 6 W. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-042. Amounts due show as follows: Amount: $26,745.06; due by: February 28, 2025 Amount: $27,057.55; due by: March 31, 2025 Amount: $27,370.03; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 6 X. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $117.56 Status 1st : Paid 2nd Installment: : $117.56 Status 2nd : Open Parcel No. : 777-490-076 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 6 Y. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-076. Amounts due show as follows: Amount: $552.31; due by: February 28, 20255 Amount: $557.47; due by: March 31, 20255 Amount: $562.62; due by: April 30, 20255 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 6 Order No.: 2306435 Preliminary Report Page 15 of 76 (1 —5 • Al J ' :::1 4E�� LEi! J.�r "r?:11:• ,!r 11 .:1 .� Z. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1 st Installment : $42,207.70 Status 1st : Paid 2nd Installment: : $42,207.70 Status 2nd : Open Parcel No. : 777-490-072 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portions of Parcel 6 and 7 AA. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-072. Amounts due show as follows: Amount: $121,727.42; due by: February 28, 2025 Amount: $123,191.02; due by: March 31, 2025 Amount: $124,654.61; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcels 6 and 7 BB. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $3,571.75 Status 1st : Paid 2nd Installment: : $3,571.75 Status 2nd : Open Parcel No. : 777-490-073 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcels 6 and 7 CC. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-073. Amounts due show as follows: Amount: $13,463.44; due by: February 31, 2025 Amount: $13,619.99; due by: March 31, 2025 Amount: $13,776.54; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcels 6 and 7 DD. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,741.67 Status 1st : Paid 2nd Installment: : $1,741.67 Status 2nd : Open Parcel No. : 777-490-074 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of parcel 7 EE. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-074. Amounts due show as follows: Amount: $6,622.94; due by: February 28, 2025 Order No.: 2306435 Preliminary Report Page 16 of 76 (11;:.• • !�� ic��I �� " 11 IIJIit e�lJs J ' ::�1 IFE� l.�i! 1.�� "e:at,:` ii.�ii U .:1 .� Amount: $6,699.28; due by: March 31, 2025 Amount: $6,775.61; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 7. FF. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $32,023.28 Status 1st : Paid 2nd Installment: : $32,023.28 Status 2nd : Open Parcel No. : 777-490-075 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portions of Parcels 7 and 9A. GG. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-075. Amounts due show as follows: Amount: $118,419.52; due by: February 28, 2025 Amount: $119,806.78; due by: March 31, 2025 Amount: $121,194.04; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portions of Parcels 7 and 9A HH. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $36.96 Status 1st : Paid 2nd Installment: : $36.96 Status 2nd : Open Parcel No. : 777-490-077 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcels 7 and 9A Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-490-077. Amounts due show as follows: Amount: $163.21; due by: February 28, 2025 Amount: $164.29; due by: March 31, 2025 Amount: $165.38; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portions of Parcels 7 and 9A JJ. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $109.09 Status 1st : Paid 2nd Installment: : $109.09 Status 2nd : Open Parcel No. : 777-490-078 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Order No.: 2306435 Preliminary Report Page 17 of 76 I11iti EVA J ' "'.:11,:- Si ,S Matters contained therein affect: Portions of Parcel 7. KK. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-490-078. Amounts due show as follows: Amount: $335.80; due by: February 28, 2025 Amount: $339.01; due by: March 31, 2025 Amount: $342.22; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portions of Parcels 7 and 9A. LL. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $10,116.01 Status 1st : Paid 2nd Installment: : $10,116.01 Status 2nd : Open Parcel No. : 777-490-079 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portions of Parcels 9A and 9B. MM. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-079. Amounts due show as follows: Amount: $6,937.70; due by: February 28, 2025 Amount: $7,017.86; due by: March 31, 2025 Amount: $7,098.01; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portions of Parcels 9A and 9B NN. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment: $3.73 Status 1st: Delinquent Delinquent Date: December 10, 2024 Penalty: $0.37 2nd Installment:: $3.73 Status 2nd : Open Parcel No. : 777-490-080 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portions of Parcels 7 and 9A. 00. Intentionally deleted. PP. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $13,348.90 Status 1st : Paid 2nd Installment: : $13,348.90 Status 2nd : Open Parcel No. : 777-490-046 Code Area/Tracer No.: 020-021 Order No.: 2306435 Preliminary Report Page 18 of 76 W71 • fu ALIVAH " 1l illttt c d J1 ' ::al I'15 1K IN Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 8. QQ. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2022 - 2023 for Parcel No. 777-490-046. Amounts due show as follows: Amount: 30,524.86; due by: February 28, 2025 Amount: 30,881.47; due by: March 31, 2025 Amount: 31,238.08; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcel 8. RR. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.00 Status 1st : No Tax Due 2nd Installment: : $0.00 Status 2nd : No Tax Due Parcel No. : 777-490-071 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 5. SS. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment: $1.52 Status 1st: Delinquent Delinquent Date: December 10, 2024 Penalty: $0.15 2nd Installment:: $1.52 Status 2nd :Open Parcel No. : 777-060-082 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 8. TT. Intentionally deleted. UU. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment: $1.52 Status 1st: Delinquent Delinquent Date: December 10, 2024 Penalty: $0.15 2nd Installment:: $1.52 Status 2nd :Open Parcel No. : 777-060-084 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 8. W. INTENTIONALLY DELETED Order No.: 2306435 Preliminary Report Page 19 of 76 (11;;: • J�� ic��► �� '• 11 I11ut e�lJe J ' :a1 4h'� LE;! 1.�, "r.al:` ij21 U`[FAIR'.� WW. INTENTIONALLY DELETED XX. INTENTIONALLY DELETED YY. INTENTIONALLY DELETED ZZ. INTENTIONALLY DELETED AAA. INTENTIONALLY DELETED BBB. INTENTIONALLY DELETED CCC. INTENTIONALLY DELETED DDD. INTENTIONALLY DELETED EEE. INTENTIONALLY DELETED FFF. INTENTIONALLY DELETED GGG. Taxes and/or assessments affecting the Land, if any, for community facility districts, including Mello Roos, which may exist by virtue of assessment maps or filed notices. These taxes and/or assessments are typically collected with the county taxes; however, sometimes they're removed and assessed and collected separately. HHH. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. III. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2021 - 2024 for Parcel No. 777-060-078. Amounts due show as follows: Amount: $32,270.56; due by: February 28, 2025 Amount: $32,666.41; due by: March 31, 2025 Amount: $33,062.26; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcel 3 JJJ. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $39.18 Status 1st: Paid 2nd Installment: $39.18 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $41.97 Parcel No.: 777-060-083 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 1 KKK. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2021 - 2024 for Parcel No. 777-060-083. Amounts due show as follows: Amount: $400.56; due by: February 28, 2025 Amount: $404.56; due by: March 31, 2025 Amount: $408.57; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 1. Order No.: 2306435 Preliminary Report Page 20 of 76 (IIF•::• • %�� id�� �� r� II IlTtll c�IJc i � ::�1 I'}ct l.�i� l.�r c'r?al:' i �/ [1 .rl .� LLL. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2021 - 2024 for Parcel No. 777-060-085. Amounts due show as follows: Amount: $237.68; due by: February 28, 2025 Amount: $239.68; due by: March 31, 2025 Amount: $241.68; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 2. MMM. Escaped Assessment for the tax year 2024 - 2025. Total Tax: $10,020.32 First Installment: $5,010.16 Status: Paid Second Installment: $5,010.16 Date Due: April 25, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcel 8 NNN. Escaped Assessment for the tax year 2024 - 2025. Total Tax: $10,220.72 First Installment: $5,110.36 Status: Paid Second Installment: $5,110.36 Date Due: April 10, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Portion of Parcel 8. 000. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $27.27 Status 1 st: Paid 2nd Installment: $27.27 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $40.78 Parcel No.: 777-490-058 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4. PPP. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $0.32 Status 1st: Delinquent Delinquent Date: December 10, 2024 Penalty: $38.39 2nd Installment: $0.00 Status 2nd: No Tax Due Parcel No.: 777-490-064 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4. Order No.: 2306435 Preliminary Report Page 21 of 76 (11;;::;• p ifl! 11J[II cilJs J ' :;,1 hfi'Lei! ;:• QQQ. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $0.32 Status 1st: Delinquent Delinquent Date: December 10, 2024 Penalty: $0.32 2nd Installment: $0.00 Status 2nd: No Tax Due Parcel No.: 777-490-065 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4. RRR. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $0.32 Status 1st: Delinquent Delinquent Date: December 10, 2024 Penalty: $38.09 2nd Installment: $0.00 Status 2nd: No Tax Due Parcel No.: 777-490-066 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 4. SSS. INTENTIONALLY DELETED TTT. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $43.68 Status 1st: Paid 2nd Installment: $43.68 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $43.68 Parcel No.: 777-490-068 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 5. UUU. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $187.92 Status 1 st: Paid 2nd Installment: $187.92 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $56.85 Parcel No.: 777-490-072 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcels 6 and 7. VVV. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: Order No.: 2306435 Preliminary Report Page 22 of 76 (1};::• - l�� �cu► '■ 1l IIJIII c�lJs J ::�1 I}EYl.ii! 1st Installment: $45.08 Status 1st: Paid 2nd Installment: $45.08 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $42.56 Parcel No.: 777-490-073 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcels 6 and 7. VWWV. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $21.97 Status 1st: Paid 2nd Installment: $21.97 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $40.25 Parcel No.: 777-490-074 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 7. XXX. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $399.58 Status 1st: Paid 2nd Installment: $399.58 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $78.01 Parcel No.: 777-490-075 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcels 7 and 9A YYY. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-001 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 1. ZZZ. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.67 Status 1st: Paid 2nd Installment: $16.67 Status 2nd: Open Delinquent date: April 10, 2025 Order No.: 2306435 Preliminary Report Page 23 of 76 Ni;;;• - )�� icul " 11 IIIi[[ c�IJc J :::1 hFi� LEii! 1.�� "'Q:I=— it 11 i u1 Penalty: $39.72 Parcel No.: 777-510-001 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 1. AAAA. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-001. Amounts due show as follows: Amount: $2,578.19; due by: February 28, 2025 Amount: $2,608.97; due by: March 31, 2025 Amount: $2,639.75; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 1. BBBB. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1 st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-002 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 2. CCCC. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-002 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 2. DDDD. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-002. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 2. EEEE. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-003 Order No.: 2306435 Preliminary Report Page 24 of 76 �( N.N.,!u �cw '■ "'.':IM.P., f (1 i .vN. Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 3 FFFF. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1 st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-003 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 3. GGGG. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-003. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 3. HHHH. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-004 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 4. IIII. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-004 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 4. JJJJ. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-004. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Order No.: 2306435 Preliminary Report Page 25 of 76 [(I;s-�y�%.5111111 !% ��'luj,11, I111n c!lJs J ::�i::il Ih'!f1Ei!fl.�c "►'• • `"' 'I .� Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 4. KKKK. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-005 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 5. LLLL.Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-005 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 5. MMMM. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-005. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 5. NNNN. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $5,397.89 Status 1st : Paid 2nd Installment: : $5,397.89 Status 2nd : Open Parcel No. : 777-510-006 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 6. 0000. Escaped Assessment for the tax year 2024 - 2025. Total Tax: $2,900.70 First Installment: $1,450.35 Date Due: January 31, 2025 Second Installment: $1,450.35 Date Due: April 10, 2025 Order No.: 2306435 Preliminary Report Page 26 of 76 W. ( .M.- • PAR ie�0 Ai 11111 11 Ulu: e�lJc J :::1 lfi� Li►! 1.�� "'11:` �:fi 11 .:1 .� Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 6. PPPP. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-006 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 6. QQQQ. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-006. Amounts due show as follows: Amount: $3,761.48; due by: February 28, 2025 Amount: $3,806.81; due by: March 31, 2025 Amount: $3,852.14; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 6. RRRR. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $6,125.24 Status 1st : Paid 2nd Installment: : $6,125.24 Status 2nd : Open Parcel No. : 777-510-007 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 7. SSSS. Escaped Assessment for the tax year 2024 - 2025. Total Tax: $3,390.50 First Installment: $1,695.25 Date Due: January 31, 2025 Second Installment: $1,695.25 Date Due: April 10, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 7. TTTT. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Order No.: 2306435 Preliminary Report Page 27 of 76 (li;::::• J�� ic�il �� " 11 IU!!I c�lJs i ' a!1 1'Ire� 1.�►! 1.�� "'':11:• `Jv [1 .'I .� Penalty: $39.74 Parcel No.: 777-510-007 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 7. UUUU. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-007. Amounts due show as follows: Amount: $4,157.16; due by: February 28, 2025 Amount: $4,207.35; due by: March 31, 2025 Amount: $4,257.54; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 7. WW. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $7,196.72 Status 1st : Paid 2nd Installment: : $7,196.72 Status 2nd : Open Parcel No. : 777-510-008 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 8. WWWW. Escaped Assessment for the tax year 2024 - 2025. Total Tax: $4,088.46 First Installment: $2,044.23 Date Due: January 31, 2025 Second Installment: $2,044.23 Date Due: April 10, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 8. XXXX. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-008 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 8. YYYY. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-008. Amounts due show as follows: Amount: $4,768.94; due by: February 28, 2025 Amount: $4,826.66; due by: March 31, 2025 Amount: $4,884.37; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Order No.: 2306435 Preliminary Report Page 28 of 76 7_11 • A 211 i iclO ! " 11 I111I[ c�►iJs J ' ::�1 1'}E� IEi! 1.�, "r:a1:� `i�1 a .:l .� Matters contained therein affect: Parcel 12 Lot 8. ZZZZ. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-009 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 9. AAAAA. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-009 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 9. BBBBB. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-009. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 9. CCCCC. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-010 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 10. DDDDD. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Order No.: 2306435 Preliminary Report Page 29 of 76 (li;::• ` !�� ici�1 �� '� 11 ILI-11 c-MR J I liff I I mli url l.hii!) 111R 6:11 Il 021 .� Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-010 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 10. EEEEE. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-010. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 10. FFFFF. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-011 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 11. GGGGG. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-011 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 11. HHHHH. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-011. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 11. 11111. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Order No.: 2306435 Preliminary Report Page 30 of 76 "n Parcel No. : 777-510-012 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 12. JJJJJ. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-012 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 12. KKKKK. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-012. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 12. LLLLL. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $6,174.83 Status 1st : Paid 2nd Installment: : $6,174.83 Status 2nd : Open Parcel No. : 777-510-013 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 13. MMMMM. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-013 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 13. Order No.: 2306435 Preliminary Report Page 31 of 76 (K:;;• • J�� icul �� " 11 IIIlI1 e�lJs J ' :::1 (�F'c� l.�i! 1.�� "'::a,:� •�i (1 .a .� NNNNN. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-013. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 13. 00000. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $5,820.34 Status 1st : Paid 2nd Installment: : $5,820.34 Status 2nd : Open Parcel No. : 777-510-014 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 14. PPPPP. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-014 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 14. QQQQQ. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-014. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 14. RRRRR. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-015 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 15. Order No.: 2306435 Preliminary Report Page 32 of 76 ,111i (1i;::• • !�� 5 D� �� '� 11 111!!I c�JJs J ' 1.11� 'I'll HUM II 14 .� SSSSS. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-015 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 15. TTTTT. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-015. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 15. UUUUU. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-510-016 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 16. VVVVV. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-510-016 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 16. VVWWWW. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-510-016. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 16. Order No.: 2306435 Preliminary Report Page 33 of 76 (�;:, fu i�ul �� '� 1l IITIfi c�lJc J ' :al 1}i� l.�i! Jw, UeLal:• �i tl .:1 .� XXXXX. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $5,397.89 Status 1st : Paid 2nd Installment: : $5,397.89 Status 2nd : Open Parcel No. : 777-520-001 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 17. YYYYY. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-001 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 17. ZZZZZ. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-001. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 17. AAAAAA. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-520-002 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 18. BBBBBB. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-002 Order No.: 2306435 Preliminary Report Page 34 of 76 (Ik;::• • !'� 'VE 1� " 11 111i1I c�IJs J ' R,1 l' N 1,6i! JR; "'::I :4 "r11 OTC I ai I .V Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 18. CCCCCC. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-002. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 18. DDDDDD. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-520-003 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 19. EEEEEE. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-003 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 19. FFFFFF. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-003. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 19. GGGGGG. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $6,549.53 Status 1st : Paid 2nd Installment: : $6,549.53 Status 2nd : Open Parcel No. : 777-520-004 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Order No.: 2306435 Preliminary Report Page 35 of 76 (Ilf;::• ' %�� ic��I �� 11 111l11 c�IJs J i:l11'}'s� l.�i� 1.�� �ieur 11 Matters contained therein affect: Parcel 12 Lot 20. HHHHHH. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-004 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 20. IIIIII. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-004. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 20. JJJJJJ. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $6,174.83 Status 1st : Paid 2nd Installment: : $6,174.83 Status 2nd : Open Parcel No. : 777-520-005 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 21. KKKKKK. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-005 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 21. LLLLLL. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-005. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Order No.: 2306435 Preliminary Report Page 36 of 76 0aaeE224116447WffWV DDocI52ZE21 FRI&DBAYBEVE5 PQggE166 of 216 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 21. MMMMMM. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $6,125.24 Status 1st : Paid 2nd Installment: : $6,125.24 Status 2nd : Open Parcel No. : 777-520-006 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 22. NNNNNN. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-006 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 22. 000000. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-006. Amounts due show as follows: Amount: $4,157.16; due by: February 28, 2025 Amount: $4,207.35; due by: March 31, 2025 Amount: $4,257.54; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 22. PPPPPP. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $5,397.89 Status 1st : Paid 2nd Installment: : $5,397.89 Status 2nd : Open Parcel No. : 777-520-007 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 23. QQQQQQ. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Order No.: 2306435 Preliminary Report Page 37 of 76 0aaeE2241ffi6T7 WVV MocMEK FR&OBAWT35 PIRggQOM of 916 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-007 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 23. RRRRRR. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-007. Amounts due show as follows: Amount: $3,761.48; due by: February 28, 2025 Amount: $3,806.81; due by: March 31, 2025 Amount: $3,852.14; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 23. SSSSSS. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $6,280.76 Status 1st : Paid 2nd Installment: : $6,280.76 Status 2nd : Open Parcel No. : 777-520-008 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 24. TTTTTT. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-008 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 24. UUUUUU. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-008. Amounts due show as follows: Amount: $4,246.78; due by: February 28, 2025 Amount: $4,298.08; due by: March 31, 2025 Amount: $4,349.39; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 24. VVVVVV. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $3,635.84 Status 1st : Paid 2nd Installment: : $3,635.84 Order No.: 2306435 Preliminary Report Page 38 of 76 C RaeE2R411f66T br6 W W Mo(62ZE21 F &WAYSM5 PIRggE100 of 216 Status 2nd : Open Parcel No. : 777-520-009 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 25. VVVVVVVVVVVV. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-009 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 25. XXXXXX. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-009. Amounts due show as follows: Amount: $3,993.03; due by: February 28, 2025 Amount: $4,041.20; due by: March 31, 2025 Amount: $4,089.38; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 25. YYYYYY. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $5,397.89 Status 1st : Paid 2nd Installment: : $5,397.89 Status 2nd : Open Parcel No. : 777-520-010 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 26. ZZZZZZ. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1 st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-010 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 26. Order No.: 2306435 Preliminary Report Page 39 of 76 CaaE)E22,41ffi647VWWVV MocI522E1 FFA&DBAYBffi95 PRggc103 of 216 AAAAAAA. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-010. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 26. BBBBBBB. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-520-011 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 27. CCCCCCC. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-011 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 27. DDDDDDD. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-011. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 27. EEEEEEE. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-520-012 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 28. Order No.: 2306435 Preliminary Report Page 40 of 76 CQaeE2241(fi5TW 1.8 WVV Duo(622EK Ff#+ &D®A[9ffi55 PRggE1@a of 216 FFFFFFF. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1 st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-012 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 28. GGGGGGG. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-012. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 28. HHHHHHH.General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1,051.91 Status 1st : Paid 2nd Installment: : $1,051.91 Status 2nd : Open Parcel No. : 777-520-013 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 29 IIIIIII. Supplemental taxes for the fiscal year 2024-2025 issued pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State California: 1st Installment: $16.84 Status 1st: Paid 2nd Installment: $16.84 Status 2nd: Open Delinquent date: April 10, 2025 Penalty: $39.74 Parcel No.: 777-520-013 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Parcel 12 Lot 29. JJJJJJJ. Property taxes have been declared defaulted for non-payment of delinquent taxes for the fiscal year(s) 2023 - 2024 for Parcel No. 777-520-013. Amounts due show as follows: Amount: $1,326.22; due by: February 28, 2025 Amount: $1,341.60; due by: March 31, 2025 Amount: $1,356.99; due by: April 30, 2025 Prior to recording, the final amounts due must be confirmed directly with tax collector. Matters contained therein affect: Parcel 12 Lot 29. Order No.: 2306435 Preliminary Report Page 41 of 76 02aeE2241165TWI W D[Do(1522521 FFAdeDBAYBJ'95 PaggE109 of 216 KKKKKKK. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : No tax due 2nd Installment: : No tax due Parcel No. : 777-520-018 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot A. LLLLLLL. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : No tax due 2nd Installment: : No tax due Parcel No. : 777-510-025 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot A. MMMMMMM. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1.90 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty . $0.19 2nd Installment: : $1.90 Status 2nd : Open Parcel No. : 777-510-017 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot B. NNNNNNN. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.06 Status 1st : Delinquent Delinquent Date : December 10, 2024 2nd Installment: : $0.06 Status 2nd : Open Parcel No. : 777-520-014 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot C. 0000000. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.63 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty : $0.06 2nd Installment: : $0.63 Status 2nd : Open Parcel No. : 777-520-015 Code Area/Tracer No.: 020-021 Order No.: 2306435 Preliminary Report Page 42 of 76 CQaeE224111154 bI �ffrtllW D[Doi:1522E1 FFF+ dMAYMB5 PIRggE106 of 216 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot D. PPPPPPP. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.06 Status 1st : Delinquent Delinquent Date : December 10, 2024 2nd Installment: : $0.06 Status 2nd : Open Parcel No. : 777-520-016 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot E. QQQQQQQ. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.06 Status 1st : Delinquent Delinquent Date : December 10, 2024 2nd Installment: : $0.06 Status 2nd : Open Parcel No. : 777-510-018 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot F. RRRRRRR. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.63 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty : $0.06 2nd Installment: : $0.63 Status 2nd : Open Parcel No. : 777-510-019 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot G. SSSSSSS. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $1.27 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty : $0.12 2nd Installment: : $1.27 Status 2nd : Open Parcel No. : 777-510-020 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot H. Order No.: 2306435 Preliminary Report Page 43 of 76 OQaeE224166TWINN DDodj EK FR&D®AYBEY95 PRggE105 of 216 TTTTTTT. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.63 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty : $0.06 2nd Installment: : $0.63 Status 2nd : Open Parcel No. : 777-510-021 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot I. UUUUUUU. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1 st Installment : $0.63 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty : $0.06 2nd Installment: : $0.63 Status 2nd : Open Parcel No. : 777-510-022 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot J. VVVVVVV. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.06 Status 1st : Delinquent Delinquent Date : December 10, 2024 2nd Installment: : $0.06 Status 2nd : Open Parcel No. : 777-510-023 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot K. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment : $0.63 Status 1st : Delinquent Delinquent Date : December 10, 2024 Penalty : $0.06 2nd Installment: : $0.63 Status 2nd : Open Parcel No. : 777-520-017 Code Area/Tracer No.: 020-021 Prior to recording, the final amount due for taxes must be confirmed. Matters contained therein affect: Portion of Parcel 12 Lot L. XXXXXXX. Prior to recording,.the final amount due for taxes must be confirmed. Order No.: 2306435 Preliminary Report Page 44 of 76 0QaeE224116547V WV MocMEK FHdcD8A(6JTB5 PRggE1@6 of 216 Exceptions: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. Note: The above, separate general water exception will remain on any extended coverage policy. 8. INTENTIONALLY DELETED 9. Any interests (including rights of the public) in and to any portion of the Land lying within roads, streets, alleys or highways. The Following matters affect Parcels 1, 2 and 3 10. Rights of the public to any portion of the Land lying within the area commonly known as 50th Avenue. 11. Reservations and other matters contained in the patent recorded September 2, 1922, in Book 8 Page 273 of Patents. 12. Easement and rights incidental thereto for public utilities to Imperial Irrigation District, as set forth in a document recorded May 14, 1952, in Book 1368, Page 365 of Official Records; affecting Parcel 1. 13. Easement and rights incidental thereto for power lines to Imperial Irrigation District, as set forth in a document recorded May 23, 1955, in Book 1741, Page 466 of Official Records; affecting Parcel 3. Order No.: 2306435 Preliminary Report Page 45 of 76 C21aeE2R41I16TAW9YV DDoE8AZE1 FR&D®A(6f. S5 PRggE09 of 216 14. Easement and rights incidental thereto for public utilities to Imperial Irrigation District, as set forth in a document recorded June 23, 1955, in Book 1756, Page 278 of Official Records; affecting Parcel 3. 15. Easement and rights incidental thereto for power lines to Imperial Irrigation District, as set forth in a document recorded April 26, 1961, as Instrument No. 35578 of Official Records; affecting Parcel 1. 16. Matters contained in document entitled "Notice of Discontinue Use of Easements Boulder Canyon Project, All American Canal System, Coachella Division, California" recorded December 6, as Instrument No. 2004-0967905 of Official Records. 17. Easement and rights incidental thereto for public utilities to Southern California Gas Company, a corporation, its successors and/or assigns, as set forth in a document recorded April 28, 2005, as Instrument No. 2005-0337291 of Official Records; affecting A Portion of said land as more particularly described in said document. 18. Rights of the successor agency(ies) as to matters contained in the project plan recorded October 4, 2007, as Instrument No. 2007-0619749, of Official Records. 19. Matters contained in document entitled "Development Agreement 2014-1001 Approved by Ordinance No. 520" City of La Quinta and SilverRock Development Company, LLC December 18, 2014 recorded December 18, 2014, as Instrument No. 2014-0484106 of Official Records. 20. Matters contained in document entitled "Agreement Regarding Real Property" by Coachella Valley Water District, a public agency of the State of California and City of La Quinta, a California municipal corporation and charter city recorded June 1, 2017, as Instrument No. 2017-0218005 of Official Records. 21. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by Parcel Map No. 37207, Book 242, Pages 72 through 87, inclusive of Parcel Maps. Affects: Parcels abutting Avenue 54 except at approved locations. 22. Easement(s) for the purpose(s) shown below and rights incidental thereto, as delineated on or as offered for dedication on Map/Plat :Parcel Map No. 37207 Recording No :Book 242, Pages 72 through 87, inclusive of Parcel Maps Purpose :Public utility purposes to the City of La Quinta Affects :As shown on said map. 23. Matters contained in document entitled "Assignment and Assumption Agreement' by SilverRock Development Company, LLC, a Delaware limited liability company and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 29, 2018, as Instrument No. 2018-0465379 of Official Records. Matters contained in document entitled "Assignment and Assumption Agreement' by SilverRock Phase I, LLC, a Delaware limited liability company and SilverRock Land, LLC, a Delaware limited liability company recorded April 10, 2019 as Instrument No. 2019-0120800 of Official Records. Matters contained therein affect: Parcels 1 and 2. 24. Matters contained in document entitled "Declaration of Conditions and Reservations of Easements" by City of La Quinta and charter city recorded November 28, 2018 as Instrument No. 2018-0464669 of Official Records. Order No.: 2306435 Preliminary Report Page 46 of 76 CQaeE2R41f66T W1W Moc!522EK FFFddcD8AY8J295 PftgEiM of 216 Matters contained therein affect: Parcel 1. 25. Matters contained in document entitled "Grand Deed (Phase-1 B)" by The City of La Quinta, a California municipal corporation and charter city and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 28, 2018 as Instrument No. 2018-0464674 of Official Records. 26. Matters contained in document entitled "Memorandum of Purchase, Sale, and Development Agreement (Phase 1 B Property-PSDA Amendment No. 3 by The City of La Quinta, a California municipal corporation and charter city and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 28, 2018, as Instrument No. 2018-0464675 of Official Records. 27. Matters contained in document entitled "Option Agreement (Phase 1 B Property -PA 7, 8 and 9)" by SilverRock Phase 1, LLC, a Delaware limited liability company and The City of La Quinta, a California municipal corporation and charter city recorded November 28, 2018, as Instrument No. 2018-0464677 of Official Records. 28. Matters contained in document entitled "Special Domestic Water System, Sanitation System, and Irrigation System Modification Installation Agreement' by Coachella Valley Water District, a California municipal corporation, City of La Quinta, a California municipal corporation and SilverRock Phase I, LLC, a Delaware limited liability company recorded September 13, 2019, as Instrument No. 2019-0359003 of Official Records. Matters contained in document entitled "Special Domestic Water System, Sanitation System, and Irrigation System Modification Installation Agreement' by Coachella Valley Water District, a California municipal corporation, City of La Quinta, a California Municipal Corporation and SilverRock Phase I, LLC, a Delaware limited liability company recorded October 31, 2019 as Instrument No. 2019-0443397 of Official Records. 29. Matters contained in document entitled "United States Department of the Interior Bureau of Reclamation Boulder Canyon Project All -American Canal System -Coachella Canal Affirmation of Abandonment of a Right- Of -Way Use Under the Act of August 30, 1890" recorded November 13, 2019, as Instrument No. 2019-0467858 of Official Records. Matters contained therein affect: Parcels 1 and 3. 30. Matters contained in document entitled "Standard Domestic Water System and Sanitation System Installation Agreement' by Coachella Valley Water District, a California municipal corporation, City of La Quinta, a California Municipal corporation and SilverRock Phase I, LLC, a Delaware limited liability company recorded July 9, 2020, as Instrument No. 2020-0301013 of Official Records. 31. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount: $108,000.00 Dated : June 30, 2023 Trustor : SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Fidelity National Title Company, a California corporation Beneficiary: SilverRock Resort Investment LLC, a Wisconsin limited liability company Recorded : July 19, 2023 as Instrument No. 2023-0208822 of Official Records. Matters contained therein affect: Parcels 2 and 3. Said instrument has been modified by that certain document recorded October 13, 2023 as Instrument No. 2023-0302964 of Official Records. Order No.: 2306435 Preliminary Report Page 47 of 76 O2aeE2A4165T?FMW V DDocMEK F—H&DBAYMS5 PRggEM of 216 32. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount: $108,000,000.00 Dated : June 30, 2023 Trustor : SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Fidelity Nation Title Company, a California corporation Beneficiary: SilverRock Resort Investment M LLC, a Wisconsin limited liability company Recorded : July 19, 2023 as Instrument No. 2023-0208823 of Official Records. Matters contained therein affect: Parcels 2 and 3. Said instrument has been modified by that certain document recorded October 13, 2023, as Instrument No. 2023-0302965 of Official Records. 33. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount: $25,000,000.00 Dated : October 10, 2023 Trustor : RGC PA 789, LLC, a Delaware limited liability company, as to an undivided 57.2% tenants in common interest; and SilverRock Land ll, LLC, a Delaware limited liability company, as to an undivided 42.8% tenant's in common interest Trustee : Fidelity National Title Company Beneficiary: RAF Pacific Loan Opportunity Fund I, LLC, a Delaware limited liability company as to an undivided fifty percent (50%) interest; and Arnold Fishman, as Trustees of the Arnold Fishman Revocable Trust date July 15, 1999, as to an undivided fifty percent (50%) interest Recorded : October 13, 2023 as Instrument No. 2023-0302967 of Official Records. Matters contained therein affect: Parcel 1. 34. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount: $25,000,000.00 Dated : October 10, 2023 Trustor : RGC PA 789, LLC, a Delaware limited liability company Trustee : Fidelity National Title Company Beneficiary : RAF Pacific Loan Opportunity Fund I, LLC, a Delaware limited liability company as to an undivided fifty percent (50%) interest; and Arnold Fishman, as Trustees of The Arnold Fishman Revocable Trust date July 15, 1999, as to an undivided fifty percent (50%) interest Recorded : October 13, 2023 as Instrument No. 2023-0302968 of Official Records. Matters contained therein affect: Parcels 2 and 3. 35. Matters contained in document entitled "Assignment of Permits and Agreements" by RGC PA 789, LLC, a Delaware limited liability company; and SilverRock Land II, LLC, a Delaware limited liability company and RAF Pacific Loan Opportunity Fund I, LLC, a Delaware limited liability company as to an undivided fifty percent (50%) interest; and Arnold Fishman, as Trustees of The Arnold Fishman Revocable Trust date July 15, 1999, as to an undivided fifty percent (50%) interest recorded October 13, 2023, as Instrument No. 2023-0302969 of Official Records. Matters contained therein affect: Parcels 1, 2 and 3. 36. Financing Statement in favor of RAF Pacific Loan Opportunity Fund I, LLC, recorded October 13, 2023 as Instrument No. 2023-0302970 of Official Records. Matters contained therein affect: Parcels 1, 2 and 3. Order No.: 2306435 Preliminary Report Page 48 of 76 CQaeE22441f647V19P N DlDocI522E1 FW&BAY6ffi35 PRggQlB of 916 37. Financing Statement in favor of RAF Pacific Loan Opportunity Fund I, LLC, recorded October 13, 2023 as Instrument No. 2023-0302971 of Official Records. Matters contained therein affect: Parcels 1, 2 and 3. 38. Matters contained in document entitled "Subordination Agreement by and between City of La Quinta, a California municipal corporation and charter city and RAF Pacific Loan Opportunity Fund I, LLC, a Delaware limited liability company and Arnold Fishman, as Trustee of The Arnold Fishman Revocable Trust dated July 15, 1999 recorded October 13, 2023, as Instrument No. 2023-0302972 of Official Records. Matters contained therein affect: Parcels 1. 2 and 3. 39. A Claim of Mechanic's Lien by Robert Green Residential, Inc., in the amount of $383,584.00, and any other amounts due thereunder, recorded April 25, 2024 as Instrument No. 2024- 0120655 of Official Records. 40. Any facts, rights, interests or claims which would be disclosed by an inspection of the Land. 41. Rights or claims of parties in possession whether or not shown by the Public Records. The Following Matters Affect Parcels 4 through 9A and 913 42. Reservations and other matters contained in the patent recorded July 14, 1910, in Book 6, Page 1 of Patents. 43. Rights of the public to any portion of the Land lying within the area commonly known as 50th Avenue, 58th Avenue, Adams Street, Airport Boulevard, Eisenhower Drive, Jefferson Street, Madison Street, Monroe Street and Washington Street, except where vacated. 44. Easement and rights incidental thereto for public utilities to Imperial Irrigation District, as set forth in a document recorded May 14, 1952, in Book 1368, Page 365 of Official Records; affecting Parcels 6, 7, 8, 9A and 9B. 45. Easement and rights incidental thereto for power lines to Imperial Irrigation District, as set forth in a document recorded May 23, 1955 in Book 1741, Page 466 of Official Records; affecting Parcel 6. 46. Easement and rights incidental thereto for public utilities to Imperial Irrigation District, as set forth in a document recorded June 23, 1955, in Book 1756, Page 278 of Official Records, - affecting Parcel 6. 47. Matters contained in document entitled "Deed" by KSL Land Holdings, Inc., a Delaware corporation to La Quinta Redevelopment Agency, a public body corporate and politic recorded June 27, 2002 as Instrument No. 2002-352579 of Official Records. and Re -Recording Date : January 31, 2008 and Re -Recording No : 2008-0050168 of Official Records Said instrument provides or establishes :Easements, Covenants, Conditions and Restrictions. 48. Matters contained in document entitled "Notice of Discontinue Use of Easements Boulder Canyon Project, All American Canal System, Coachella Division, Calironia by United States of America, et al. recorded December 6, 2004 as Instrument No. 2004-0967905 of Official Records. Order No.: 2306435 Preliminary Report Page 49 of 76 0QaeE22441I1UW*W1W DIDocISU121 FR&MA (BEY95 PRggEiM of 216 49. Easement and rights incidental thereto for public utilities to Southern California Gas Company, a corporation, its successors and/or assigns, as set forth in a document recorded April 28, 2005, as Instrument No. 2005-0337291 of Official Records; affecting A Portion of said land as more particularly described in said document. 50. Matters contained in document entitled "Domestic Water and Sanitation System Installation and Irrigation System Agreement" by Coachella Valley Water District, a public energy of the State of California and La Quinta Redevelopment Agency, a public agency of the State of California recorded October 14, 2005, as Instrument No. 2005-0852063 of Official Records. 51. Rights of the successor agency(ies) as to matters contained in the project plan recorded October 4, 2007 as Instrument No. 2007-0619749, of Official Records. 52. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tract/plat; Purpose(s) : 30.00-foot-wide sewer easement In Favor Of : Coachella Valley Water District Recording Date : January 24, 2008 Recording No : in Book 224, Page 24 through 39, inclusive of Parcel Maps Matters contained therein affect: Parcels 6, 7 9A and 9B 53. Matters contained in document entitled "Development Agreement 2014-1001 Approved by Ordinance No. 520" by City of La Quinta and SilverRock Development Company, LLC recorded December 18, 2014, as Instrument No. 2014-0484106 of Official Records. 54. Matters contained in document entitled "Agreement Regarding Real Property" by Coachella Valley Water District, a public agency of the State of California and City of La Quinta, a California municipal corporation and charter city recorded June 1, 2017, as Instrument No. 2017-0218005 of Official Records. 55. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by Parcel Map No. 37207, Book 242, Pages 72 through 87, inclusive of Parcel Maps. Affects: Parcels abutting Avenue 52 and Avenue 54 except at approved locations. 56. Easement(s) for the purpose(s) shown below and rights incidental thereto, as delineated on or as offered for dedication on Map/Plat : Parcel Map No. 37207 Recording No : Book 242, Pages 72 through 87, inclusive of Parcel Maps Purpose : Public utility purposes to the City of La Quinta Affects : As shown on said map. 57. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said Parcel Map No. 37207 Book 242, Pages 72 through 87, inclusive of Parcel Maps; Purpose: Public street and utility Affects: Parcel A (Jefferson Street), Parcels B and C (SilverRock Way), Parcel D (Agua Coralina, Parcel E (Ahmanson Way). 58. Easements for the purposes shown below and rights incidental thereto, as delineated on or as offered for dedication on Map/Plat: Parcel Map No. 37207 Recording No: Book 242, Pages 72 through 87, inclusive of Parcel Maps Order No.: 2306435 Preliminary Report Page 50 of 76 CQaeE224 I(fi64At9RW1W DDoc622521 FR&OBA[6ffi95 PQggE152 of 216 Purpose: Domestic water and sanitation purposes Affects: Parcel 59. Matters contained in document entitled "Grant Deed (Phase 1A-Property-PSDA Amendment No.2) by The City of La Quinta, a California municipal corporation and charter city and SilverRock Development Company, LLC, a Delaware limited liability company recorded November 6, 2017, as Instrument No. 2017-0463950 of Official Records. Said grant deed was amended by that certain Amendment To Grant Deed (Phase 1A Property- PSDA- Amendment No. 2) recorded November 28, 2018 as Instrument No. 2018-0464670 of Official Records. Affects: Parcels 4, 5, 6, 7, 8 9A and 9B 60. Matters contained in document entitled "Agreement Containing Covenants, Conditions and Restrictions Affecting Real Property (Luxury Hotel)" by The City of La Quinta, a California municipal corporation and charger city and SilverRock Development Company, LLC, a Delaware limited liability company recorded November 6, 2017 as Instrument No. 2017- 0463952 of Official Records. Matters contained in document entitled "Amended and Restated Agreement Containing Covenants, Conditions and Restrictions Affecting Real Property (Luxury Hotel) by The City of La Quinta, a California municipal corporation and charter city and SilverRock Development Company, LLC, a Delaware limited liability company recorded November 28, 2018, as Instrument No. 2018-0464671 of Official Records. Matters contained therein affect: Parcels 4 and 5. Matters contained in document entitled "Amendment No. 2 to Amended and Restated Agreement Containing Covenants, Conditions, and Restrictions Affecting Real Property (Luxury Hotel) by recorded November 21, 2023, as Instrument No. 2023-0350295 of Official Records. 61. Matters contained in document entitled "Memorandum of Purchase, Sale and Development Agreement (Phase 1A Property-PSDA Amendment No. 2) by City of La Quinta, a California municipal corporation and charter city and SilverRock Development Company, LLC, a Delaware limited liability company recorded November 6, 2017, as Instrument No. 2017-0463953 of Official Records. Matters contained in document entitled "Amendment to Memorandum of Purchase, Sale and Development Agreement (Phase 1A Property-PSDA Amendment No. 2) by City of La Quinta, a California municipal corporation and charter city and SilverRock Development Company, LLC, a Delaware limited liability company recorded November 28, 2018 as Instrument No. 2018- 0464672 of Official Records. Matters contained therein affect: Parcels 4, 5, 6, 7, 9A and 9B. 62. Matters contained in document entitled "Covenant Affecting Real Property (Golf Course Use) by City of La Quinta and SilverRock Development Company, LLC recorded May 11, 2017, as Instrument No. 2017-0189004 of Official Records. Matters contained in document entitled "Release of Covenant Affecting Real Property (Golf Course Use) by The City of La Quinta, a California municipal corporation and charter city and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 28, 2018, as Instrument No. 2018-0464679 of Official Records. Matters contained therein affect: Parcels 4 and 5 Order No.: 2306435 Preliminary Report Page 51 of 76 OQaeE224 IlI547bt`9 WV DIDocBM21 FR&DBAL6ffi95 PRggE1.%3 of 216 63. Matters contained in document entitled "Covenant Affecting Rai Property (Ahmanson Rach House) recorded May 11, 2017, as Instrument No. 2017-0189769 of Official Records. 64. Matters contained in document entitled Assignment and Assumption Agreement by SilverRock Development Company, LLC, a Delaware limited liability company and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 29, 2018, as Instrument No. 2018-0465379 of Official Records. Matters contained in that certain document Entitled :Assignment and Assumption Agreement Dated :April 10, 2019 Executed by: SilverRock Phase I, LLC. a Delaware limited liability company and SilverRock Land, LLC, a Delaware limited liability company Recording Date: April 10, 2019 Recording No:2019-0120800 of Official Records Matters contained therein affect: Parcel 8. 65. Matters contained in document entitled Declaration of Conditions and reservations of Easements by The City of La Quinta recorded November 28, 2018, as Instrument No. 2018- 0464669 of Official Records. Matters contained therein affect: Parcels 6, 7, 8, 9A and 9B. 66. Matters contained in document entitled Grant Deed (Phase-1 B) by The City of La Quinta, a California municipal corporation and charter city and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 28, 2018, as Instrument No. 2018-0464674 of Official Records. Matters contained therein affect: Parcels 6,7,8, 9A and 9B 67. Matters contained in document entitled Memorandum of Purchase, Sale, and Development Agreement (Phase 1 B Property-PSDA Amendment No. 3) by The City of La Quinta, a California municipal corporation and charter city and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 28, 2018, as Instrument No. 2018-0464675 of Official Records. Matters contained therein affect: Parcels 6, 7, 8, 9A and 9B 68. Matters contained in document entitled Option Agreement Phase 1A Property & Phase 1 B Property (Excluding Planning Areas 7, 8 and 9) and Termination of Prior Phase 1 a Option Agreement by SilverRock Phase 1, LLC, a Delaware limited liability company and The City of La Quinta, a California municipal corporation and charter city recorded November 28, 2018, as Instrument No. 2018-0464676 of Official Records. 69. Matters contained in document entitled Option Agreement (Phase 1 B Property-PA7, 8 and 9) by SilverRock Phase 1, LLC, a Delaware limited liability company and The City of La Quinta, a California municipal corporation and charter city recorded November 28, 2018, as Instrument No. 2018-0464677 of Official Records. Matters contained therein affect: Parcels 6 and 8 70. Matters contained in document entitled Agreement Containing Covenants, Conditions, and Restrictions Affecting Real Property (Lifestyle Hotel) by The City of La Quinta, a California municipal corporation and charter city and SilverRock Phase 1, LLC, a Delaware limited liability company recorded November 28, 2018, as Instrument No. 2018-0464678 of Official Records. Order No.: 2306435 Preliminary Report Page 52 of 76 OQaeE294416547MINN D!DocME21 F-Rdc08AY6E995 PRggEL6fi of 916 Matters contained therein affect: Parcels 6, 7 and 8 Matters contained in document entitled Amendment No. 2 to Agreement Containing Covenants, Conditions, and Restrictions, Affecting Real Property (Lifestyle Hotel) by City of La Quinta, a California municipal corporation and charter city, and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 21, 2023, as Instrument No. 2023-0350339 of Official Records. 71. Easement and rights incidental thereto for public utilities to The City of La Quinta, a California municipal corporation and charter city, as set forth in a document recorded November 28, 2018, as Instrument No. 2018-0464680 of Official Records; affecting Parcels 6, 7 and 9. 72. Matters contained in document entitled Special Domestic Water System, Sanitation System, and Irrigation System Modification Installation Agreement by Coachella Valley Water District, a California municipal corporation, City of La Quinta, a California Municipal corporation and SilverRock Phase 1, LLC, a Delaware limited liability company recorded September 13, 2019, as Instrument No. 2019-0359003 of Official Records. Matters contained in document entitled Special Domestic Water System, Sanitation System, and Irrigation System Modification Installation Agreement by Coachella Valley Water District, a California municipal corporation, City of La Quinta, a California Municipal corporation and SilverRock Phase 1, LLC, a Delaware limited liability company recorded October 31, 2019, as Instrument No. 2019-0443397 of Official Records. 73. Matters contained in document entitled United States Department of the Interior Bureau of Reclamation Boulder Canyon Project All -American Canal System -Coachella Canal Affirmation of Abandonment of a Right -of -Way Use Under the Act of August 30, 1890, recorded November 13, 2019 as Instrument No. 2019-0467858 of Official Records. Matters contained therein affect: Parcel 8 74. Matters contained in document entitled Standard Domestic Water System and Sanitation System Installation Agreement by Coachella Valley Water District, a California municipal corporation, City of La Quinta, a California Municipal corporation and SilverRock Phase 1, LLC, a Delaware limited liability company recorded July 9, 2020, as Instrument No. 2020-0301013 of Official Records. 75. Entitled : Quitclaim Deed & Memorandum of Ground Lease Dated : October 21, 2021 Executed by : SilverRock Phase I, LLC, a Delaware limited liability company, SilverRock Development Company, a Delaware limited liability company, SilverRock Lodging, a Delaware limited liability company, SilverRock Luxury Residences, a Delaware limited liability company and SilverRock Lifestyle Residences, a Delaware limited liability company Recording Date: October 25, 2021 Recording No: 2021-0628129 of Official Records Affects the Land and other property. 76. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount: $40,000,000.00 Dated : October 21, 2021 Trustor : SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Fidelity National Title Builder Services Beneficiary: Poppy Bank Recorded : October 25, 2021 as Instrument No. 2021-0628130 of Official Records. Order No.: 2306435 Preliminary Report Page 53 of 76 OQaeE2A411564 WY/V MocMSl FffiJdcD8AY6j255 PBOgQ55 of 216 Affects the Land and other property. Substitution of trustee naming Redwood Trust Deed Services, Inc., as trustee, recorded May 5, 2023, as Instrument No. 2023-0130214 of Official Records. Notice of default recorded May 5, 2023, as Instrument No. 2023-0130215 of Official Records. Notice of trustee's sale recorded May 6, 2024 as Instrument No. 2024-0131108 of Official Records. 77. Matters contained in document entitled Grant of Easement by SilverRock Development Company, LLC, a Delaware limited liability company and Southern California Gas Company, a California corporation, its successors and assigns recorded November 23, 2021, as Instrument No. 2021-0697436 of Official Records. 78. Matters contained in document entitled Grant of Easement by and between SilverRock Development Company, LLC, a Delaware limited liability company and Southern California Gas Company, a California corporation, its successors, and assigns recorded November 23, 2021 as Instrument No. 2021-0697437 of Official Records. 79. Matters contained in document entitled Standard Domestic Water System and Sanitation System Installation Agreement by Coachella Valley Water District, a public agency of the State of California ("CVWD") and SilverRock Phase I, LLC, a Delaware limited liability company ("Developer") recorded November 23, 2021 as Instrument No. 2022-0021919 of Official Records. 80. Matters contained in document entitled Grant of Easement by SilverRock Development Company, LLC, a Delaware limited liability company and Coachella Valley Water District, a public agency of the State of California recorded January 24, 2022 as Instrument No. 2022- 0038217 of Official Records. 81. Matters contained in document entitled Grant of Easement by SilverRock Development Company, LLC, a Delaware limited liability company and Coachella Valley Water District, a public agency of the State of California recorded January 24, 2022, as Instrument No. 2022- 0038235 of Official Records. 82. Unsecured property taxes in the amount of $18,515.54, Penalty $1,851.54 and Recording Fee $20.00 and other amounts due thereunder, recorded July 18, 2022, as Instrument No. 2022- 0318873 of Official Records. 83. A Claim of Mechanic's Lien by Granite Construction Company, in the amount of $4,222,182.03, and any other amounts due thereunder, recorded September 29, 2022 as Instrument No. 2022- 0411618 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: Pending Nature of Action: Claim of Lien Plaintiff/Petitioner: Granite Construction Company, a California corporation Defendant/Respondent: Silverrock Phase I, LLC, a Delaware limited liability company, DOES 1 through 50 Recorded: December 23, 2022, as Instrument No.:2022-0511834 of Official Records. Matters contained in the Amended Notice of Pendency of Action recorded January 13, 2023 as Instrument No. 2023-0010435 of Official Records. Matters contained in the Second Amended Notice of Pendency of Action recorded February 9, Order No.: 2306435 Preliminary Report Page 54 of 76 0QaeE224111fi547tMW 7V MocMEK FR&OMBE995 PQggQ56 of 216 2023 as Instrument No. 2023-0037999 of Official Records. Matters contained therein affect: All Parcels 84. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount: $31,464,425.00 Dated : November 18, 2022 Trustor : SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Fidelity National Title Insurance Company, a Florida corporation Beneficiary : Cypress Point Holdings, LLC, a Nevada limited liability company Recorded : November 30, 2022, as Instrument No. 2022-0486431 of Official Records. Matters contained therein affect: All Parcels Substitution of trustee naming First American Title Insurance Company as trustee, recorded December 7, 2023, as Instrument No. 2023-0363985 of Official Records. Notice of default recorded December 7, 2023, as Instrument No. 2023-0363986 of Official Records. Notice of trustee's sale recorded April 17, 2024, as Instrument No. 2024-0111080 of Official Records. Matters contained in document entitled Amended Notice of Trustee's Sale recorded May 7, 2024 as Instrument No. 2024-0131662 of Official Records. 85. INTENTIONALLY DELETED 86. A Claim of Mechanic's Lien by R.D. Olson Construction, Inc., in the amount of $5,202,611.00, and any other amounts due thereunder, recorded December 19, 2022, as Instrument No. 2022- 0506680 of Official Records A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2301220 Nature of Action: Claim of Lien Plaintiff/Petitioner: R.D. Olson Construction, Inc., a California corporation Defendant/Respondent: Silverrock Lodging, LLC, a Delaware limited liability company c/o The Robert Green Company; Silverrock Development Company, LLC, an Unknown entity, The Robert Green Company, an unknown entity; and Does 1 through 50, inclusive Recorded: March 29, 2023, as Instrument No.:2023-0089714 of Official Records. Matters contained therein affect: Parcel 4 87. A Claim of Mechanic's Lien by R.D. Olson Construction, Inc., in the amount of $3,533,246.00, and any other amounts due thereunder, recorded December 19, 2022 as Instrument No. 2022- 0506681 of Official Record. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2301220 Nature of Action: Claim of Lien Plaintiff/Petitioner: R.D. Olson Construction, Inc., a California corporation Defendant/Respondent: Silverrock Lodging, LLC, a Delaware limited liability company c/o The Robert Green Company; Silverrock Development Company, LLC, an Unknown entity, The Robert Green Company, an unknown entity; and Does 1 through 50, inclusive Order No.: 2306435 Preliminary Report Page 55 of 76 CQaeE224111fi547VT9WVV D[DocI542EK FFF &DBA(BEYB5 PRggc1512 of 216 Recorded: March 29, 2023 as Instrument No.:23-0089713 of Official Records. Matters contained therein affect: Parcel 4. 88. A Claim of Mechanic's Lien by R.D. Olson Construction, Inc., in the amount of $8,885,335.00, and any other amounts due thereunder, recorded December 19, 2022, Instrument No. 2022- 0506682 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2301220 Nature of Action: Foreclose said lien Plaintiff/Petitioner: R.D. Olson Construction, Inc., a California corporation Defendant/Respondent: Silverrock Lodging, LLC, a Delaware limited liability company c/o The Robert Green Company; Silverrock Development Company, LLC, an Unknown entity, The Robert Green Company, an unknown entity; and Does 1 through 50, inclusive Recorded: March 29, 2023, as Instrument No.:2023-0089715 of Official Records. Matters contained therein affect: Parcel 6. 89. A Claim of Mechanic's Lien by R.D. Olson Construction, Inc., in the amount of $1,972,112.00, and any other amounts due thereunder, recorded December 28, 2022, as Instrument No. 2022- 0515211 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2301220 Nature of Action: Foreclose said lien Plaintiff/Petitioner: R.D. Olson Construction, Inc., a California corporation Defendant/Respondent: Silverrock Lodging, LLC, a Delaware limited liability company c/o The Robert Green Company; Silverrock Development Company, LLC, an Unknown entity, The Robert Green Company, an unknown entity; and Does 1 through 50, inclusive Recorded: March 29, 2023, as Instrument No.:2023-0089716 of Official Records. Matters contained therein affect: Parcels 9A and 9B. 90. A Claim of Mechanic's Lien by Rowan Electric, in the amount of $1,270,866.49, and any other amounts due thereunder, recorded January 13, 2023 as Instrument No. 2023-0010825 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2301769 Nature of Action: foreclose said lien Plaintiff/Petitioner: Rowan, Incorporated, a California corporation, doing business as Rowan Electric Defendant/Respondent: R.D. Olson Construction, Inc., a California corporation; Silverrock Lodging, LLC, a Delaware limited liability company, Silverrock Phase 1, LLC, a Delaware limited liability company; Silverrock Development Company, LLC, a Delaware limited liability company; Silverrock Lifestyle Residence, LLC, a Delaware limited liability company; Silverrrock Luxury Residences, LLC, a Delaware limited liability company; The Robert Green Company, a California Corporation; and DOES 1-200, inclusive Recorded: April 24, 2023, as Instrument No.:2023-0116365 of Official Records. Matters contained therein affect: Parcel 4 Order No.: 2306435 Preliminary Report Page 56 of 76 OQaeE2241(6547M 11W Moc!522EK Fff;ddcD8AY8M55 PIRggEiBB of 216 91. A Claim of Mechanic's Lien by Rowan Electric, in the amount of $104,811.08, and any other amounts due thereunder, recorded January 13, 2023, as Instrument No. 2023-0010629 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2301769 Nature of Action: foreclose said lien Plaintiff/Petitioner: Rowan, Incorporated, a California corporation, doing business as Rowan Electric Defendant/Respondent: R.D. Olson Construction, Inc., a California corporation; Silverrock Lodging, LLC, a Delaware limited liability company, Silverrock Phase 1, LLC, a Delaware limited liability company; Silverrock Development Company, LLC, a Delaware limited liability company; Silverrock Lifestyle Residence, LLC, a Delaware limited liability company; Silverrrock Luxury Residences, LLC, a Delaware limited liability company; The Robert Green Company, a California Corporation; and DOES 1-200, inclusive Recorded: April 24, 2023 as Instrument No.:2023-0116366 of Official Records. Matters contained therein affect: Parcels 9A and 9B. 92. A Claim of Mechanic's Lien by Rowan Electric, in the amount of $ 1,443,219.41 and any other amounts due thereunder, recorded January 13, 2023, as Instrument No. 2023-0010644 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2301769 Nature of Action: foreclose said lien Plaintiff/Petitioner: Rowan, Incorporated, a California corporation doing business as Rowan Electric Defendant/Respondent: R.D. Olson Construction, Inc., a California corporation; SilverRock Loading, LLC, a Delaware limited liability company, SilverRock Phase I, LLC, a Delaware limited liability company; SilverRock Development Company, LLC, a Delaware limited liability company, SilverRock Lifestyle Residences, LLC, a Delaware limited liability company; SilverRock Luxury Residences, LLC, a Delaware limited liability company; The Robert Green Company, a California corporation; and Does 1-200, inclusive Recorded: April 24, 2023, as Instrument No.:2023-0116367 of Official Records. Matters contained therein affect: Parcels 9A and 9B. 93. Pending court action / Notice of Lis Pendens recorded March 14, 2023 as Instrument No. 2023- 0072969 of Official Records Plaintiff : L&W Supply Corporation, a Delaware Corporation Defendant : Premier Contractors, Inc., a California corporation; Stephen Bello, an individual; SilverRock Development Company, LLC, a Delaware limited liability company; SilverRock Lodging, LLC, a Delaware limited liability company; and Does 1 through 100 inclusive Case/Docket No: DVPS2301125 Matters contained therein affect: Parcel 6. 94. Pending court action / Notice of Lis Pendens recorded March 7, 2023, as Instrument No. 2023- 0065253 of Official Records Plaintiff : L2 Specialties, Inc., a California corporation Defendant: R. D. Olson Construction, Inc., a California corporation; Silverrock Lodging, LLC, a Delaware limited liability company; Silverrock Phase I, LLC, a Delaware limited liability company; Silverrock Development Company, LLC, a Delaware limited liability company, The Robert Green Company, a California corporation Order No.: 2306435 Preliminary Report Page 57 of 76 C21aeE244116547VMW W Mod6426K FFA&DBAYM215 PiRggELST of 216 Case/Docket No: CVPS2300561 Matters contained therein affect: Parcel 6. 95. A Claim of Mechanic's Lien by White's Steel, Inc., in the amount of $8,098.90, and any other amounts due thereunder, recorded March 8, 2023 as Instrument No. 2023-0066291 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2302374 Nature of Action: foreclose said lien Plaintiff/Petitioner: White's Steel, Inc., a California corporation Defendant/Respondent: R.D. Olson Construction, Inc., SilverRock Lodging, LLC, The Robert Green Company, SilverRock Development Company, Poppy Bank Cyprus Point Holdings, LLC and DOES 1 through 50, inclusive Recorded: May 24, 2023 as Instrument No.:2023-0148904 of Official Records. Matters contained therein affect: Parcel 4. 96. A Claim of Mechanic's Lien by White's Steel, Inc., in the amount of $104,607.78, and any other amounts due thereunder, recorded March 8, 2023 as Instrument No. 2023-0066292 of Official Records Matters contained in document entitled Amended Claim of Mechanics Lien by White's Steel, Inc., recorded April 3, 2023, as Instrument No. 2023-0094797 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2302374 Nature of Action: foreclose said lien Plaintiff/Petitioner: White's Steel, Inc., a California corporation Defendant/Respondent: R.D. Olson Construction, Inc., SilverRock Lodging, LLC, The Robert Green Company, SilverRock Development Company, Poppy Bank Cyprus Point Holdings, LLC and DOES 1 through 50, inclusive Recorded: May 24, 2023 as Instrument No.:2023-0148904 of Official Records. Matters contained therein affect: Parcel 4 97. A Claim of Mechanic's Lien by White's Steel, Inc., in the amount of $247,892.64, and any other amounts due thereunder, recorded March 8, 2023, as Instrument No. 2023-0066293 of Official Records. Matters contained in document entitled Amended Claim of Mechanics Lien by White's Steel, Inc., recorded April 3, 2023, as Instrument No. 2023-0094798 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Riverside Case No.: CVPS2302374 Nature of Action: foreclose said lien Plaintiff/Petitioner: White's Steel, Inc., a California corporation Defendant/Respondent: R.D. Olson Construction, Inc., SilverRock Lodging, LLC, The Robert Green Company, SilverRock Development Company, Poppy Bank Cyprus Point Holdings, LLC and DOES 1 through 50, inclusive Recorded: May 24, 2023, as Instrument No.:2023-0148904 of Official Records. Matters contained therein affect: Parcel 6. Order No.: 2306435 Preliminary Report Page 58 of 76 0QaeE2241116647bMWVV MocBUEK FR&OBA(91295 PQggE1®@ of 216 98. Pending court action / Notice of Lis Pendens recorded March 14, 2023, as Instrument No. 2023- 0072969 of Official Records Plaintiff : L & W Supply Corporation, a Delaware corporation Defendant : Premier Contractors, Inc., a California corporation; Stephen Bello, an individual; Silverrock Development Company, LLC, a Delaware limited liability company; Silverrock Lodging, LLC, a Delaware limited liability company Case/Docket No: CVPS2301125 Matters contained therein affect: Parcel 6. 99. Pending court action / Notice of Lis Pendens recorded April 12, 2023, as Instrument No. 2023- 0103819 of Official Records Plaintiff : Division 7 Services, Inc., a California corporation Defendant : SilverRock Lodging, LLC; R.D. Olson Construction, Inc.; and Does 1 through 100, Inclusive Case/Docket No: CVPS2300781 Matters contained therein affect: Parcel 6. 100. Pending court action / Notice of Lis Pendens recorded June 9, 2023 as Instrument No. 2023- 0165511 of Official Records Plaintiff : Trimark Raygal, LLC, a California limited liability company Defendant: Silverrock Lodging, LLC, a Delaware limited liability company; Silverrock Phase I, LLC, a Delaware limited liability company; Silverrock Development Company, LLC, a Delaware limited liability company; R.D. Olson Construction, Inc., a California corporation; The Robert Green Company, a California corporation Case/Docket No: CVR12302387 Matters contained therein affect: Parcels 4, 6 and 9. 101. Pending court action / Notice of Lis Pendens recorded May 10, 2023, as Instrument No. 2023- 0133834 of Official Records Plaintiff : J. Ginger Masonry, LP, Defendant : R.D. Olson Construction, Inc., a California corporation; SilverRock Lodging, LLC, a Delaware limited liability company; and Does 4-600, inclusive Case/Docket No: CVPS2301956 Matters contained therein affect: Parcel 6 102. Pending court action / Notice of Lis Pendens recorded July 3, 2023, as Instrument No. 2023- 0193153 of Official Records Plaintiff : The Siess Companies, Inc., DBA Complete Door Systems Defendant : R.D. Olson Construction, Inc., a California corporation; SilverRock Lodging, LLC, a Delaware limited liability company; Mosaic SilverRock, LLC, a limited liability company; Mosaic Real Estate Investors, LLC, limited liability company; and Does 1 through 100, inclusive Case/Docket No: CVPS2303089 Matters contained therein affect: Parcel 6. 103. A Claim of Mechanic's Lien by California Specialty Insulation, Inc., in the amount of $84,059.00, and any other amounts due thereunder, recorded July 6, 2023 as Instrument No. 2023-0196916 of Official Records. Matters contained therein affect: Parcel 6. 104. A Claim of Mechanic's Lien by Waterworks and/or Fire Protection Materials (Materials), in the amount of $2,536.97, and any other amounts due thereunder, recorded July 11, 2023, as Order No.: 2306435 Preliminary Report Page 59 of 76 OQaeE2241165TWVV MocME21 FR&DBAIRT95 PRggELBl of 916 Instrument No. 2023-0200989 of Official Records. Matters contained therein affect: Parcel 9A and 9B. 105. A Claim of Mechanic's Lien by MSA Consulting, Inc., in the amount of $62,018.08 and any other amounts due thereunder, recorded July 28, 2023, as Instrument No. 2023-0220334 of Official Records. Matters contained therein affect: Parcels 8, 9A and 9B. 106. A Claim of Mechanic's Lien by BAR Architects & Interiors, in the amount of $114,448.79 and any other amounts due thereunder, recorded February 15, 2024 as Instrument No. 2024- 0042826 of Official Records. Matters contained therein affect: Parcel 8. 107. A Claim of Mechanic's Lien by Rowan Electric, in the amount of $241,800.900, and any other amounts due thereunder, recorded February 28, 2024, as Instrument No. 2024-0055342 of Official Records. Matters contained therein affect: Parcel 4. Matters contained in document entitled Amended Mechanics Lien recorded March 22, 2024, as Instrument No. 2024-0085117, of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of the State of California County of Riverside - Palm Springs Courthouse Case No.: CVPX2402642 Nature of Action: Notice of Lis Pendens Plaintiff/Petitioner: Rowan, Incorporated, a California corporation; doing business as Rowan Electric, a California corporation Defendant/Respondent: Robert Green Residential, Inc., a California corporation; Silverrock Lodging, LLC, a Delaware limited liability company; Siverrock Phase I, LLC, a Delaware limited liability company and DOES 1-100, inclusive Recorded: May 2, 2024 as Instrument No.:2024-0128788 of Official Records. 108. A Claim of Mechanic's Lien by General Contracting Services to Complete The Montage Hotel Guestrooms in La Quinta, in the amount of $383,584.00, and any other amounts due thereunder, recorded April 25, 2024 as Instrument No. 2024-0120655 of Official Records. Matters contained therein affect: Parcel 6. The following matters Affect Parcel 10 109. INTENTIONALLY DELETED 110. INTENTIONALLY DELETED 111. INTENTIONALLY DELETED 112. INTENTIONALLY DELETED 113. INTENTIONALLY DELETED 114. INTENTIONALLY DELETED 115. INTENTIONALLY DELETED Order No.: 2306435 Preliminary Report Page 60 of 76 CBaeE2A41166,37+W VV MocMEPI FUMBAY6ffiS5 RR994IE14 Of 216 116. INTENTIONALLY DELETED 117. INTENTIONALLY DELETED 118. INTENTIONALLY DELETED 119. INTENTIONALLY DELETED INTENTIONALLY DELETED 120. INTENTIONALLY DELETED The followng matters affect Parcel 11 121. INTENTIONALLY DELETED 122. INTENTIONALLY DELETED 123. INTENTIONALLY DELETED 124. INTENTIONALLY DELETED 125. INTENTIONALLY DELETED 126. INTENTIONALLY DELETED 127. INTENTIONALLY DELETED 128. INTENTIONALLY DELETED 129. INTENTIONALLY DELETED INTENTIONALLY DELETED 130. INTENTIONALLY DELETED 131. INTENTIONALLY DELETED 132. INTENTIONALLY DELETED INTENTIONALLY DELETED 133. INTENTIONALLY DELETED 134. INTENTIONALLY DELETED. 135. INTENTIONALLY DELETED THE FOLLOWING MATTERS AFFECT: PARCEL 1 THROUGH 9B.</strong> 136. A Claim of Mechanic's Lien by Vermillions Environmental Products & Applications by Easy Law Construction Notices, in the amount of $23,000.00, and any other amounts due thereunder, recorded June 12, 2024 as Instrument No. 2024-0170988. Matters contained therein affect: Parcels 4,5,6,7,8,9A and 9B. 137. A Claim of Mechanic's Lien by Joshua R. Frantz, in the amount of $29,048.48, and any other amounts due thereunder, recorded June 26, 2024 as Instrument No. 2024-0184831 . Matters contained therein affect: Parcels 3,6, and 8. Order No.: 2306435 Preliminary Report Page 61 of 76 OQaeE2R4416@47NMW W DDoc64M1 Ffi &OBAY81995 PRggE163 of 916 138. A Claim of Mechanic's Lien by Sil Verrock Lifestyle Residences, LLC, in the amount of $1,551,584.82, and any other amounts due thereunder, recorded June 26, 2024 as Instrument No. 2024-0185233. Matters contained therein affect: Parcels 4,5,6,7, 9A and 9B. 139. INTENTIONALLY DELETED. 140. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount: $20,070,000.00 Dated : July 1, 2024 Trustor : SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Chicago Title Company, a California corporation Beneficiary: Axia Talus, LLC, a Utah limited liability company Recorded : July 2, 2024 as Instrument No. 2024-0195411 of Official Records. Matters contained therein affect: Parcels 4,5,and 6 with other property 141. Financing Statement in favor of Axia Talus, LLC, recorded July 3, 2024 as Instrument No. 2024- 0196965 of Official Records. Matters contained therein affect: Parcels 4,5, and 6 with other property. 142. Pending court action / Notice of Lis Pendens recorded July 3, 2024 as Instrument No. 2024- 0198542 of Official Records Plaintiff: Industrial Commercial Systems, Inc. Defendant: Sillverrock Lodging, LLC, a Delaware limited liability company; and DOES 1 through 100, inclusive Case/Docket No: CVPS2403773 Matters contained therein affect: All Parcels 143. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount : $5,900,000.00 for Kloiber, and $7,651,940.00 Dated : July 3, 2024 Trustor : SillverRock Development Company, LLC, a Delaware limited liability company Trustee : Chicago Title Company, a California corporation Beneficiary : Kloiber Real Estate Holdings, LLC ("Kloiber") and Robert S. Green Jr. an Individual ("Green") Recorded : July 5, 2024 as Instrument No. 2024-0199179 of Official Records. Matters contained therein affect: Parcel 8 144. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount: $3,816,000.00 Dated : July 3, 2024 Trustor : RGC PA 789, LLC, a Delaware limited liability company Trustee : Chicago Title Company, a California corporation Beneficiary : Traub Family Revocable Trust dated January 22, 2015 Recorded : July 5, 2024 as Instrument No. 2024-0199180 of Official Records. Matters contained therein affect: Parcel 1. Order No.: 2306435 Preliminary Report Page 62 of 76 OQaeE22441f5;X7Vt WVN MocME21 F-RdeDBA T95 PfggE185 of 216 145. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount: $23,146,042.00 Dated : July 3, 2024 Trustor : RGC PA 789, LLC, a Delaware limited liability company Trustee : Chicago Title Company, a California corporation Beneficiary : George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust (Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos F amily Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust (Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LIMDP Living Family Trust ("Welk"), Eric Leitstein ("I eitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") Recorded : July 5, 2024 as Instrument No. 2024-0199181 of Official Records. Matters contained therein affect: Parcels 1, 2, and 3. 146. INTENTIONALLY DELETED 147. INTENTIONALLY DELETED 148. INTENTIONALLY DELETED 149. INTENTIONALLY DELETED 150. A Claim of Mechanic's Lien by Jack Roger Tracy, in the amount of $14,584.00, and any other amounts due thereunder, recorded July 17, 2024, as Instrument No. 2024-0211643. Matters contained therein affect: Parcels 1,2,4,5,E and 8 151. A Claim of Mechanic's Lien by Bruce D. Maize, in the amount of $254,707.02, and any other amounts due thereunder, recorded July 29, 2024 as Instrument No. 2024-0225255. Matters contained therein affect: Parcels 1,2,4,5,E and 8 152. A Claim of Mechanic's Lien by H&E Equipment Services, Inc., in the amount of $58,687.62, and any other amounts due thereunder, recorded August 2, 2024, as Instrument No. 2024-0231136. Matters contained therein affect: Parcels 1,2,4,5,E and 8 A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of The State of California for the County of Riverside Case No.: CVPS2405531 Nature of Action: Notice of Lis Pendens Plaintiff/Petitioner: H&E Equipment Services, Inc., a Delaware corporation Defendant/Respondent: Robert Green Residential, Inc., a California corporation; The Robert Green Company, a California corporation: Silverrock Phase I, LLC, a Delaware limited liability com any; Silverrock Development Company, LLG: Delaware limited liability company; Silverrock Lodging, LLC, a Delaware limited liability company; Silverrock Luxury Residences, LLC, a Delaware limited liability company; Sil Verrock Lifestyle Residences, LLC, a Delaware limited liability company: American Contractors Indemnity Company, a California corporation; and DOES 1 through 100, inclusive, Recorded: September 17, 2024 as Instrument No.:2024-0280580 of Official Records. 153. A Claim of Mechanic's Lien by Ashley Jernigan on behalf of J&B Materials, in the amount of $48,785.29, and any other amounts due thereunder, recorded August 8, 2024 as Instrument No. 2024-0236540. Order No.: 2306435 Preliminary Report Page 63 of 76 MaeE22411H4709 1 V DDod692E21 FR&DOMBEY35 PIRggE18.5 of 216 Matters contained therein affect: Parcel 4. 154. A Claim of Mechanic's Lien by McGrath, in the amount of $45,000.00, and any other amounts due thereunder, recorded December 5, 2024, as Instrument No. 2024-0371688. Matters contained therein affect: Parcel 7. 155. INTENTIONALLY DELETED 156. INTENTIONALLY DELETED The following matters affect Parcel 12 157. Easement and rights incidental thereto for public utilities to Southern Sierras Power Company, as set forth in a document recorded February 24, 1926 in Book 664, Page 337 of Deeds. 158. Easement and rights incidental thereto for pole lines to Southern Sierras Power Company, as set forth in a document recorded March 28, 1929 in Book 804, Page 100 of Deeds. 159. Easement and rights incidental thereto for public utilities to Nevada -California Electric Company, as set forth in a document recorded December 21, 1937 in Book 353, Page 282 of Official Records. 160. Matters contained in document entitled Deed by and between KSL Land Holdings, Inc., a Delaware corporation and La Quinta Redevelopment Agency, a public body corporate and politic recorded June 27, 2002 as Instrument No. 2002-352579 of Official Records. and Re -Recording Date: January 31, 2008 and Re -Recording No: 2008-0050168 of Official Records. 161. Matters contained in document entitled Notice of Discontinue Use of Easements Boulder Canyon Project, All American Canal System, Coachella Division, California by and between United States of America, et al recorded December 6, 2004 as Instrument No. 2004-0967905 of Official Records. 162. Easement and rights incidental thereto for public utilities to Southern California Gas Company, a corporation, its successors and/or assigns, as set forth in a document recorded April 28, 2005 as Instrument No. 2005-0337291 of Official Records. 163. Matters contained in document entitled Domestic Water and Sanitation System Installation and Irrigation System Agreement by and between Coachella Valley Water District, a public energy of the State of California and La Quinta Redevelopment Agency, a public agency of the State of California recorded October 14, 2005 as Instrument No. 2005-0852063 of Official Records. 164. Rights of the successor agency(ies) as to matters contained in the project plan recorded October 4, 2007 as Instrument No. 2007-0619749, of Official Records. 165. Matters as shown on the Parcel Map filed in Book 224, Pages 24 through 39, of Maps which cites, among other things, the following: (1) storm drain and lake leveling 166. Matters contained in document entitled Development Agreement 2014-1001 Approved by Ordinance No. 520 by and between City of La Quinta and SilverRock Development Company, LLC recorded December 18, 2014 as Instrument No. 2014-0484106 of Official Records. 167. Matters contained in document entitled Agreement Regarding Real Property by and between Coachella Valley Water District, a public agency of the State of California and City of La Quinta, Order No.: 2306435 Preliminary Report Page 64 of 76 02aeE2241(fi547V1*W W Moc!522E1 Fff &DBAYBEY95 PRggQ8B of 216 a California municipal corporation and Charter City recorded June 1, 2017 as Instrument No. 2017-0218005 of Official Records. 168. Matters as shown on the Parcel Map No. 37207 filed in Book 242, Pages 72 through 87 of Maps which cites, among other things, the following: (1) public utility purposes 169. Matters contained in document entitled Grant Deed (Phase 1A-Property-PSDA Amendment No. 2) by and between The City of La Quinta, a California municipal corporation and Charter City and SilverRock Development Company, LLC, a Delaware limited liability company recorded November 6, 2017 as Instrument No. 2017-0463950 of Official Records. 170. Matters contained in document entitled Memorandum of Purchase, Sale and Development Agreement (Phase 1A Property - PSDA Amendment No. 2) by and between City of La Quinta, a California municipal corporation and Charter City and SilverRock Development Company, LLC, a Delaware limited liability Company recorded November 6, 2017 as Instrument No. 2017- 0463953 of Official Records. Matters contained in document entitled Amendment to Memorandum of Purchase, Sale and Development Agreement (Phase 1A Property - PSDA Amendment No. 2) by and between City of La Quinta, a California municipal corporation and Charter City and SilverRock Development Company, LLC, a Delaware limited liability Company recorded November 28, 2018 as Instrument No. 2018-0464672 of Official Records. 171. Matters contained in document entitled Covenant Affecting Real Property (Perimeter Landscaping and Trails) recorded May 11, 2017 as Instrument No. 2017-0189266 of Official Records. 172. Matters contained in document entitled Covenant Affecting Real Property (Ahmanson Ranch House) recorded May 11, 2017 as Instrument No. 2017-0189769 of Official Records. 173. Matters contained in document entitled Option Agreement Phase 1A Property & Phase I Property (Excluding Planning Areas 7, 8 and 9) and Termination of Prior Phase 1A Option Agreement by and between SilverRock Phase 1, LLC, a Delaware limited liability company and The City of La Quinta, a California municipal corporation and Charter City recorded November 28, 2018 as Instrument No. 2018-0464676 of Official Records. 174. Easement and rights incidental thereto for public utilities to Coachella Valley Water District, as set forth in a document recorded June 20, 2019 as Instrument No. 2019-0223408 of Official Records. 175. Matters contained in document entitled Special Domestic Water System, Sanitation System, and Irrigation System Modification Installation Agreement by and between Coachella Valley Water District, a California municipal corporation, City of La Quinta, a California Municipal corporation and SilverRock Phase I, LLC, a Delaware limited liability company recorded September 13, 2019 as Instrument No. 2019-0359003 of Official Records. Matters contained in document entitled First Amendment to Special Domestic Water System, Sanitation System, and Irrigation System Modification Installation Agreement by and between Coachella Valley Water District, a California municipal corporation, City of La Quinta, a California Municipal corporation and SilverRock Phase I, LLC, a Delaware limited liability company recorded October 31, 2019 as Instrument No. 2019-0443397 of Official Records. 176. Matters contained in document entitled Standard Domestic Water System and Sanitation System Installation Agreement by and between Coachella Valley Water District, a California municipal corporation, City of La Quinta, a California Municipal corporation and SilverRock Phase I, LLC, a Delaware limited liability company recorded July 9, 2020 as Instrument No. 2020-0301013 of Official Records. Order No.: 2306435 Preliminary Report Page 65 of 76 (Mae E22411(h547bt9WVV D[DocSAH 1 FFA&DBA(6IR95 PRggEiGg of 216 177. Easement and rights incidental thereto for public utilities to Coachella Valley Water District, a public agency of the State of California, as set forth in a document recorded August 3, 2020 as Instrument No. 2020-0347647 of Official Records. 178. Matters as shown on the Parcel Map No. 37207 filed in Book 242, PagesL 72 through 87 of Maps, together with any provisions and recitals contained therein. 179. Matters as shown on the Tract Map No. 37730 filed in Book 479, Pages 27-33 of Maps, together with any provisions and recitals contained therein. 180. Matters as shown on the Tract Map No. 37730 filed in Book 479, Pages 27-33, of Maps which cites, among other things, the following: (1) Ingress and egress of service and emergency vehicles and personal purposes 181. Matters as shown on the Tract Map No. 37730 filed in Book 479, Pages 27-33, of Maps which cites, among other things, the following: (1) 5' and 11' public utility easements Affect: Lots 1 through 29 and Lettered Lots E, G, I, and L 182. Recitals as shown on that certain map of Tract No. 37730, recorded in Book 479 Pages 27 through 33, inclusive of Maps. Which among other things recites: Lot A being retained for private street purposes; Lot B being retained for access purposes; Lot C being retained for emergency access purposes; Lot D being retained for landscape, emergency access and open space purposes; Lots E through K, inclusive, being retained for landscape open space purposes; Lot L, being retained for landscape and drainage purposes 183. Matters as shown on the Tract Map No. 37730 filed in Book 479, Pages 27-33, of Maps which cites, among other things, the following: (1) For Domestic water and sanitation purposes 184. An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled: Quitclaim Deed & Memorandum of Ground Lease Dated: October 21, 2021 Executed by: Silverrock Phase I, LLC, a Delaware limited liability company, Silverrock Development Company, a Delaware limited liability company, Silverrock Lodging, a Delaware limited liability company, Silverrock Luxury Residences, a Delaware limited liability company and Silverrock Lifestyle Residences, a Delaware limited liability company Recording Date: October 25, 2021 Recording No: 2021-0628129 of Official Records. 185. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount : $40,000,000.00 Dated : October 21, 2021 Trustor : SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Fidelity National Title Builder Services Beneficiary : Poppy Bank Recorded : October 25, 2021 as Instrument No. 2021-0628130 of Official Records. Said Deed of Trust has been partially reconveyed/released by instrument Recording Date: May 1, 2023 Order No.: 2306435 Preliminary Report Page 66 of 76 MaeE22441664 1aW Wo(622EK Fffddc>D8AY8EV95 PIRggE168 of 216 Recording No: 2023-0122688 of Official Records Matters contained therein affect: Lots 6,7,8,13,17,20,21,22,23,24,25 and 26. Substitution of trustee naming Redwood Trust Deed Services, Inc., as trustee, recorded May 5, 2023 as Instrument No. 2023-0130214 of Official Records. Notice of default recorded May 5, 2023 as Instrument No. 2023-0130215 of Official Records. Notice of trustee's sale recorded May 6, 2024 as Instrument No. 2024-0131108 of Official Records. 186. Matters contained in document entitled Grant of Easement recorded November 23, 2021 as Instrument No. 2021-0697436 of Official Records. 187. Matters contained in document entitled Standard Domestic Water System and Sanitation System Installation Agreement recorded November 23, 2022 as Instrument No. 2022-0021919 of Official Records. 188. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount : $17,057,896.23 Dated : November 22, 2022 Trustor : SilverRock Development Company, LLC, a Delaware limited liability company and SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Fidelity National Title -Builder Services Beneficiary : Construction Loan Services II, LLC, a Washington limited liability company Recorded : November 28, 2022 as Instrument No. 2022-0482949 of Official Records. Matters contained therein affect: Lots 6, 7, 25, 26, 1, 2, 3, 4, 5 and 9. Said instrument has been assigned by mesne assignments of record, the last assignment of which recorded July 18, 2024 as Instrument No. 2024-0213050 of Official Records. 189. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount : $14,412,133.45 Dated : November 22, 2022 Trustor : SilverRock Development Company, LLC, a Delaware limited liability company and SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Fidelity National Title - Builder Servies Beneficiary : Construction Loan Services II, LLC, a Washington limited liability company Recorded : November 28, 2022 as Instrument No. 2022-0482683 of Official Records. Matters contained therein affect: Lots 8, 22, 23, 24 and 10, 11, 12, 15, 16 and 18. Said instrument has been assigned by mesne assignments of record, the last assignment of which recorded July 17, 2024 as Instrument No. 2024-0212764 of Official Records. 190. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount : $16,680,383.94 Dated : November 22, 2022 Trustor : SilverRock Development Company, LLC, a Delaware limited liability company and SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Fidelity National Title - Builder Services Beneficiary : Construction Loan Services II, LLC, a Washington limited liability company Order No.: 2306435 Preliminary Report Page 67 of 76 MaeE21411(fi547MWV D[Doc!52M1 F—H&D846J295 PIRggE182 of 216 Recorded : November 28, 2022 as Instrument No. 2022-0482451 of Official Records. Matters contained therein affect: Lots 13, 14, 17, 20, 21 and 19, 27, 28 and 29. Said instrument has been assigned by mesne assignments of record, the last assignment of which recorded July 24, 2024 as Instrument No. 2024-0220357 of Official Records. 191. A Claim of Mechanic's Lien by Executive Landscape Inc., in the amount of $47,900.00, and any other amounts due thereunder, recorded March 12, 2024 as Instrument No. 2024-0068345 of Official Records. Matters contained therein affect: Lots 6-8, 13, 14, 17, 20-26. 192. A Claim of Mechanic's Lien by Teserra, a California corporation, in the amount of $55,597.50, and any other amounts due thereunder, recorded April 18, 2024 as Instrument No. 2024- 0113591 of Official Records. Matters contained therein affect: Lot 22. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of California, County of Riverside Case No.: CVPS2403145 Nature of Action: Notice of Pendency Plaintiff/Petitioner: Teserra, a California corporation Defendant/Respondent: Robert S. Green Jr., an individual Robert Green Residential, Inc., a California corporation; SilverRock Luxury Residences, LLC, a Delaware Limited Liability Company; SilverRock Phase 1, LLC, a Delaware limited liability company; Mosaic Real Estate Credit LLC., A Delaware limited liability company; American Contractors Indemnity Company, a California corporation; Does 1 through 40, inclusive Recorded: May 29, 2024 as Instrument No.: 2024-0155147 of Official Records. 193. A Claim of Mechanic's Lien by Teserra, a California corporation, in the amount of $52,636.50, and any other amounts due thereunder, recorded April 18, 2024 as Instrument No. 2024- 0113592. Matters contained therein affect: Lot 23. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of California, County of Riverside Case No.: CVPS2403145 Nature of Action: Notice of Pendency Plaintiff/Petitioner: Teserra, a California corporation Defendant/Respondent: Robert S. Green Jr., an individual Robert Green Residential, Inc., a California corporation; SilverRock Luxury Residences, LLC, a Delaware Limited Liability Company; SilverRock Phase 1, LLC, a Delaware limited liability company; Mosaic Real Estate Credit LLC., A Delaware limited liability company; American Contractors Indemnity Company, a California corporation; Does 1 through 40, inclusive Recorded: May 29, 2024 as Instrument No.: 2024-0155149 of Official Records. 194. A Claim of Mechanic's Lien by Teserra, a California corporation, in the amount of $55,597.50, and any other amounts due thereunder, recorded April 18, 2024 as Instrument No. 2024- 0113593 of Official Records. Matters contained therein affect: Lot 24. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of California, County of Riverside Order No.: 2306435 Preliminary Report Page 68 of 76 0QaeE2R411(fi5T7tMW1(V DmocMEK FR&DBAYBE95 PIRggEL.7B of 216 Case No.: CVPS2403145 Nature of Action: Notice of Pendency Plaintiff/Petitioner: Teserra, a California corporation Defendant/Respondent: Robert S. Green Jr., an individual Robert Green Residential, Inc., a California corporation; SilverRock Luxury Residences, LLC, a Delaware Limited Liability Company; SilverRock Phase 1, LLC, a Delaware limited liability company; Mosaic Real Estate Credit LLC., A Delaware limited liability company; American Contractors Indemnity Company, a California corporation; Does 1 through 40, inclusive Recorded: May 29, 2024 as Instrument No.: 2024-0155146 of Official Records. 195. A Claim of Mechanic's Lien by Teserra, a California corporation, in the amount of $52,636.50, and any other amounts due thereunder, recorded April 18, 2024 as Instrument No. 2024- 0113594 of Official Records. Matters contained therein affect: Lot 25. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of California, County of Riverside Case No.: CVPS2403145 Nature of Action: Notice of Pendency Plaintiff/Petitioner: Teserra, a California corporation Defendant/Respondent: Robert S. Green Jr., an individual Robert Green Residential, Inc., a California corporation; SilverRock Luxury Residences, LLC, a Delaware Limited Liability Company; SilverRock Phase 1, LLC, a Delaware limited liability company; Mosaic Real Estate Credit LLC., A Delaware limited liability company; American Contractors Indemnity Company, a California corporation; Does 1 through 40, inclusive Recorded: May 29, 2024 as Instrument No.: 2024-0155148 of Official Records. 196. A Claim of Mechanic's Lien by Teserra, a California corporation, in the amount of $52,636.50, and any other amounts due thereunder, recorded April 18, 2024 as Instrument No. 2024- 0113595 of Official Records. Matters contained therein affect: Lot 26. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of California, County of Riverside Case No.: CVPS2403145 Nature of Action: Notice of Pendency Plaintiff/Petitioner: Teserra, a California corporation Defendant/Respondent: Robert S. Green Jr., an individual Robert Green Residential, Inc., a California corporation; SilverRock Luxury Residences, LLC, a Delaware Limited Liability Company; SilverRock Phase 1, LLC, a Delaware limited liability company; Mosaic Real Estate Credit LLC., A Delaware limited liability company; American Contractors Indemnity Company, a California corporation; Does 1 through 40, inclusive Recorded: May 29, 2024 as Instrument No.: 2024-0155150 of Official Records. 197. A Claim of Mechanic's Lien by Ultimate Communication Systems, in the amount of $72,298.25, and any other amounts due thereunder, recorded April 30, 2024 as Instrument No. 2024- 0125331 of Official Records. Matters contained therein affect: Lots 6, 7, 8, 22, 23, 24, 25, 26. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of California, County of Riverside Case No.: CVPS2403638 Nature of Action: Notice of Pending Action Plaintiff/Petitioner: RJB Enterprises Inc. dba Ultimate Communication Systems, a California Order No.: 2306435 Preliminary Report Page 69 of 76 0QaeE2R411f64 W1W DDoC15,42621 FFF MBAY6EY95 PRggE1TB of 216 corporation Defend ant/Respondent: Robert Green Residential, Inc., a California corporation; SilverRock Luxury Residences, LLC, a Delaware limited liability company; SilverRock Development Company, LLC, a Delaware limited liability company; Construction Loan Services Il, LLC, a Washington limited liability company; American Contractors Indemnity Company, a California corporation, DOES 1 through 20, inclusive Recorded: June 27, 2024 as Instrument No.: 2024-0187091 of Official Records. 198. A Claim of Mechanic's Lien by Al Miller & Sons Roofing Co., Inc., in the amount of $181,593.30, and any other amounts due thereunder, recorded May 24, 2024 as Instrument No. 2024- 0151217 of Official Records. Matters contained therein affect: Lots 6, 8, 22, 23, 24, 25, 26, 13, 14, 17, 20 and 21. 199. A Claim of Mechanic's Lien by 20/20 Plumbing and Heating, Inc., in the amount of $776,261.00, and any other amounts due thereunder, recorded May 31, 2024 as Instrument No. 2024- 0158702 of Official Records. Matters contained therein affect: Lots 6-8, 13-14, 17, 20-26. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of California, County of Riverside Case No.: CVPS2404811 Nature of Action: Lis Pendens Plaintiff/Petitioner: 20/20 Plumbing & Heating, Inc. Defendant/Respondent: Robert Green Residential, Inc.; SilverRock Luxury Residences, LLC; Mosaic Real Estate Credit, LLC; and Does 1 to 20, inclusive Recorded: September 3, 2024 as Instrument No.:2024-0264441 of Official Records. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of California, County of Riverside Case No.: CVPS-2404811 Nature of Action: Lis Pendens Plaintiff/Petitioner: 20/20 Plumbing & Heating, Inc. Defendant/Respondent: Robert Green Residential, Inc.; SilverRock Luxury Residences, LLC; Mosaic Real Estate Credit, LLC; and Does 1 to 20, inclusive Recorded: November 27, 2024 as Instrument No.: 2024-0364675 of Official Records. 200. A Claim of Mechanic's Lien by Vermillions Environmental Products & Applications by Easy Law Construction Notices, in the amount of $23,000.00, and any other amounts due thereunder, recorded June 12, 2024 as Instrument No. 2024-0170988. Matters contained therein affect: All of Parcel 12. 201. A Claim of Mechanic's Lien by Executive Landscape Inc., in the amount of $47,900.00, and any other amounts due thereunder, recorded June 24, 2024 as Instrument No. 2024-0181304. Matters contained therein affect: Lots 6-8, 13, 14, 17, 20-26.. 202. A Claim of Mechanic's Lien by Joshua R. Frantz, in the amount of $29,048.48, and any other amounts due thereunder, recorded June 26, 2024 as Instrument No. 2024-0184831. Matters contained therein affect: All of Parcel 12. 203. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount : $1,446,086.00; $7,015,701.00; $749,559.00; $7,169,256.00; $2,109,250.00; Order No.: 2306435 Preliminary Report Page 70 of 76 0QaeE2R416547V1 W%/V D[Do(622EK Ft M81I 6295 PfggEM of 916 $2,473,066.00 Dated : July 3, 2024 Trustor SilverRock Development Company, LLC, a Delaware limited liability company Trustee : Chicago Title Company, a California corporation Beneficiary : Parekh Family Trust, McCoy Revocable Trust, Billings Realty, LLC, Geroge J. Heuser Revocable Trust, Robert S. Green Jr., an individual and Eric Beranek and Hector Daniel Beranek, as individuals Recorded : July 5, 2024 as Instrument No. 2024-0199178 of Official Records. Matters contained therein affect: Lots 1-29 and Lettered Lots A through L, with other property. 204. INTENTIONALLY DELETED 205. INTENTIONALLY DELETED 206. A Claim of Mechanic's Lien by Jack Roger Tracy, in the amount of $14,584.00, and any other amounts due thereunder, recorded July 17, 2024 as Instrument No. 2024-0211643 Matters contained therein affect: All of Parcel 12. 207. A Claim of Mechanic's Lien by Cockrell Electric Inc., in the amount of $115,623.00, and any other amounts due thereunder, recorded July 17, 2024 as Instrument No. 2024-0212612. Matters contained therein affect: Lots 6, 7, 8, 13, 14, 17, 20, 21, 22, 23, 24, 25, 26. 208. A Claim of Mechanic's Lien by Bruce D. Maize, in the amount of $254,707.02, and any other amounts due thereunder, recorded July 29, 2024 as Instrument No. 2024-0225255. Matters contained therein affect: All of Parcel 12. 209. A Claim of Mechanic's Lien by H&E Equipment Services, Inc., in the amount of $58,687.62, and any other amounts due thereunder, recorded August 2, 2024 as Instrument No. 2024-0231136. Matters contained therein affect: All of Parcel 12. A Notice of Pendency of Action or Lis Pendens as follows: Court (including County): Superior Court of California, County of Riverside Case No.: CVPS2405531 Nature of Action: Notice of Lis Pendens Plaintiff/Petitioner: H& E Equipment Services, Inc., a Delaware corporation Defendant/Respondent: Robert Green Residential, Inc., a California corporation; The Robert Green Company, a California corporation; SilverRock Phase I, LLC, a Delaware limited liability company; SilverRock Development Company, LLC, a Delaware limited liability company; SilverRock Lodging, LLC, a Delaware limited liability company; SilverRock Luxury Residences, LLC, a Delaware limited liability company; SilverRock Lifestyle Residences, LLC, a Delaware limited liability company; American Contractors Indemnity Company, a California corporation; and Does 1 through 100, inclusive Recorded: September 17, 2024 as Instrument No.: 2024-0280580 of Official Records. THE FOLLOWING MATTERS AFFECT ALL PARCELS: 210. Bankruptcy proceedings filed by SilverRock Development Company LLC, RGC PA 789, LLC, SilverRock Lifestyle Residences, LLC, SilverRock Lodging, LLC, SilverRock Luxury Residences, LLC, SilverRock Phase 1, LLC, Debtor, pending in the United States Bankruptcy Court for the District of Delaware, Case No. 24-11647 ( MFVV) ; filed on August 5, 2024. Order No.: 2306435 Preliminary Report Page 71 of 76 OQaeE224116647N W W MocBKEK FRMBAYMS5 PQggd35 of 216 211. Matters contained in that certain Final Order ( 1) Authorizing the Debtors to obtain postpetition Secured Financing , ( II) Granting Priming Liens and Superpriority Administrative Expense Status, and ( III ) Granting Related Relief, Case No. 24-11647 ( MFW ), filed August 5, 2024 and as amended. 212. A reservation of 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 1A 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 1A property or other lands, but without, however, any right to use either the surface from said Phase 1A property or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use the Phase 1A property in such a manner as to create a disturbance to the use or enjoyment of the Phase 1A property, as reserved by the City of La Quinta, a California Municipal Corporation and Charter City, in the Grant Deed recorded November 28, 2018, as Instrument No. 2018-0464674 and recorded November 6, 2017, as Instrument No. 2017-0463950, both of Official Records. Stewart Title Guaranty Company and its issuing agent make no representation as to the present ownership of any such interests. There may be leases, grants, assignments, exceptions, or reservations of interests that are not listed. 213. A Claim of Mechanic's Lien by The Robert Green Company, in the amount of $2,216,359.00, and any other amounts due thereunder, recorded January 31, 2025 as Instrument No. 2025- 0032062 of Official Records. 214. A Claim of Mechanic's Lien by The Robert Green Company, in the amount of $933,063.00, and any other amounts due thereunder, recorded January 31, 2025 as Instrument No. 2025- 0032066 of Official Records. Matters contained therein affect: Parcel 12. 215. A Claim of Mechanic's Lien by Robert Green Residential, Inc., in the amount of $1,427,747.00, and any other amounts due thereunder, recorded January 31, 2025 as Instrument No. 2025- 0032067 of Official Records. Matters contained therein affect: Parcel 6. 216. A Claim of Mechanic's Lien by Robert Green Residential, Inc., in the amount of $3,550,240.00, and any other amounts due thereunder, recorded February 3, 2025 as Instrument No. 2025- 0033384 of Official Records. Matters contained therein affect: Parcel 12. 217. A Claim of Mechanic's Lien by The Robert Green Company, in the amount of $995,419.00, and any other amounts due thereunder, recorded February 3, 2025 as Instrument No. 2025- 0033385 of Official Records. Matters contained therein affect: Parcel 6 and 7. 218. A Claim of Mechanic's Lien by The Robert Green Company, in the amount of $36,716.00, and any other amounts due thereunder, recorded February 3, 2025 as Instrument No. 2025- 0033388 of Official Records. Matters contained therein affect: Parcels 6 amd 7. 219. A Claim of Mechanic's Lien by The Robert Green Company, in the amount of $395,511.00, and any other amounts due thereunder, recorded February 3, 2025 as Instrument No. 2025- Order No.: 2306435 Preliminary Report Page 72 of 76 112 0033411 of Official Records. Matters contained therein affect: Parcel 8. 220. A Claim of Mechanic's Lien by The Robert Green Company, in the amount of $396,631.00, and any other amounts due thereunder, recorded February 3, 2025 as Instrument No. 2025- 0033426 of Official Records. Matters contained therein affect: Parcel 9A. 221. A Claim of Mechanic's Lien by F J Zam Company, in the amount of $111,612.00, and any other amounts due thereunder, recorded February 18, 2025 as Instrument No. 2025-0048221 of Official Records. 222. A Claim of Mechanic's Lien by F J Zam Company, in the amount of $62,689.00, and any other amounts due thereunder, recorded February 18, 2025 as Instrument No. 2025-0048228 of Official Records. (End of Exceptions) Order No.: 2306435 Preliminary Report Page 73 of 76 0Qaec224416G47V19 V DlDocMEK F-RdelO®iY6235 PIRggE133 of 916 NOTES AND REQUIREMENTS A. Intentionally deleted. B. Intentionally deleted. C. Intentionally deleted. D. Intentionally deleted. E. INTENTIONALLY DELETED F. In order to insure a conveyance, acquisition or encumbrance by the foreign liability company named below, you must provide the following: Limited liability company: SilverRock Land Il, LLC (a) Evidence that the limited liability company was duly formed in its home state, is in good standing and its right to do business has not been suspended for any reason. (b) Original certified copies of the limited liability company application for registration (Form LLC- () filed with the California Secretary of State and any filed amendment (Form LLC-6), if any. (c) A copy of the operating agreement and any amendment thereto. Additional requirements or items may be requested upon review of the required documents set forth above. G. In order to insure a conveyance, acquisition or encumbrance by the foreign liability company named below, you must provide the following: Limited liability company: RGC PA 789, LLC (a) Evidence that the limited liability company was duly formed in its home state, is in good standing and its right to do business has not been suspended for any reason. (b) Original certified copies of the limited liability company application for registration (Form LLC- 5) filed with the California Secretary of State and any filed amendment (Form LLC-6), if any. (c) A copy of the operating agreement and any amendment thereto. Additional requirements or items may be requested upon review of the required documents set forth above. H. In order to insure a conveyance, acquisition or encumbrance by the foreign liability company named below, you must provide the following: Limited liability company: SilverRock Development Company, LLC (a) Evidence that the limited liability company was duly formed in its home state, is in good standing and its right to do business has not been suspended for any reason. (b) Original certified copies of the limited liability company application for registration (Form LLC- 5) filed with the California Secretary of State and any filed amendment (Form LLC-6), if any. (c) A copy of the operating agreement and any amendment thereto. Additional requirements or items may be requested upon review of the required documents set forth above. In order to insure a conveyance, acquisition or encumbrance by the corporation or unincorporated association named below you must provide the following: Entity: City of La Quinta (a) A copy of the corporation By -Laws or Articles. (b) An original or certified copy of the Resolution authorizing the subject transaction. (c) If the By -Laws or Articles require approval by a "parent" organization, a copy of that entities' By -Laws or Articles. (d) If an unincorporated association, a statement pursuant to applicable law. Additional requirements or items may be requested upon review of the required documents set forth above. Order No.: 2306435 Preliminary Report Page 74 of 76 CQaeE224116547VWWW MocMEK F-H&OBAYBEVE15 PQggEUB of 216 J. If you have knowledge of any other transfers or conveyances, please contact your title officer immediately for further research and review. The only transfers or conveyances shown in the Public Records within 24 months of the date of this report are: SilverRock Development Company, LLC, a Delaware limited liability company as Grantor and SilverRock Development Company, LLC, a Delaware limited liability company, as to an undivided fifty-seven and two -tenth percent (57.2%) interest, and SilverRock Land II, LLC, a Delaware limited liability company, as to an undivided forty-two and eight -tenths percent (42.8%) interest, as tenants -in -common as Grantee, recorded on April 13, 2023, as Instrument No. 2023-0105886, of Official Records. SilverRock Development Company, LLC, a Delaware limited liability company as Grantor and RGC PA 789, LLC, a Delaware limited liability company, as to an as Grantee, recorded on October 13, 2023, as Instrument No. 2023-0302966, of Official Records. SilverRock Development Company, LLC, a Delaware limited liability company, as Grantor and SilverRock Development Company, LLC, a Delaware limited liability company, as Grantee, recorded on May 4, 2023, as Instrument No. 2023-0128115, of Official Records. K. If an Owner's Policy of title insurance is requested, a CLTA Standard Coverage Owner's Policy will be issued unless instructed otherwise. If a different form of policy is desired, please contact your Title Officer. L. All Transactions - Seller(s) and Buyer(s) or Borrowers are provided, as attachments, the document entitled "Acknowledgement of Receipt, Understanding and Approval of STG Privacy Notice for Stewart Title Companies and Stewart's Affiliated Business Arrangement Disclosure Statement" and the individually or similarly named documents, for review and acknowledgment prior to closing. M. All Transactions - Buyer(s)/Seller(s)/Borrower(s) are provided the Preliminary Report for review and acknowledgment prior to closing. Buyer(s) approval shall include the Preliminary Report items that are to remain as exceptions to the title policy. N. All Transactions - Seller(s)/Owner(s) shall submit for review, prior to closing, a completed Stewart Title Guaranty Company's Owner's Affidavit and Indemnity. Order No.: 2306435 Preliminary Report Page 75 of 76 0QaeE2A411ffiGT W\YN DDoc622E21 F-H&OBALBM95 P1ftggEi39 of 216 CALIFORNIA "GOOD FUNDS" LAW California Insurance Code Section 12413.1 regulates the disbursement of escrow and sub -escrow funds by title companies. The law requires that funds be deposited in the title company escrow account and available for withdrawal prior to disbursement. Funds received by Stewart Title of California, Inc. via wire transfer may be disbursed upon receipt. Funds received via cashiers checks or teller checks drawn on a California Bank may be disbursed on the next business day after the day of deposit. If funds are received by any other means, recording and/or disbursement may be delayed, and you should contact your title or escrow officer. All escrow and sub -escrow funds received will be deposited with other escrow funds in one or more non -interest bearing escrow accounts in a financial institution selected by Stewart Title of California, Inc.. Stewart Title of California, Inc. may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution, and Stewart Title of California, Inc. shall have no obligation to account to the depositing party in any manner for the value of, or to pay to such party, any benefit received by Stewart Title of California, Inc.. Such benefits shall be deemed additional compensation to Stewart Title of California, Inc. for its services in connection with the escrow or sub -escrow. If any check submitted is dishonored upon presentation for payment, you are authorized to notify all principals and/or their respective agents of such nonpayment. Order No.: 2306435 Preliminary Report Page 76 of 76 C aaeE22411115470917W CDoc622EK FIRI&DOAM995 PRggE r8 of 216 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev.11-04.22) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY —1990 (11.09-18) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. © California Land Title Association. All rights reserved. 1 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. OQaeE22411E1i547V WVV DDoi:1522E1 F:RdcD8AY8JR95 PRggEM of 216 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev.11.04.22) EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the public records at Date of Policy. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART II (Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here)] CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE OWNER'S POLICY (02-04-22) EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. C. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; C. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or C. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 9.b. 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2,b. 7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. © California Land Title Association. All rights reserved. 2 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. CQaeE2R4416547V?9 AW DDoC622E21 FFF IMBAY6IRE15 PIRgg(ES80 of 916 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev.11.04.22) EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: PART 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. PART II (Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here) CLTAIALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (07.01-2021) EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy and We will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, or regulatory, or national security power. C. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23, or 27. 2. Any power to take the Land by condemnation. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 17. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by You; b. not Known to Us, not recorded in the Public Records at the Date of Policy, but Known to You and not disclosed in writing to Us by You prior to the date You became an Insured under this policy; C. resulting in no loss or damage to You; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 5, 8.f., 25, 26, 27, 28, or 32); or e. resulting in loss or damage that would not have been sustained if You paid consideration sufficient to qualify You as a bona fide purchaser of the Title at the Date of Policy. 4. Lack of a right: a. to any land outside the area specifically described and referred to in Item 3 of Schedule A; and b. in any street, road, avenue, alley, lane, right-of-way, body of water, or waterway that abut the Land. Exclusion 4 does not modify or limit the coverage provided under Covered Risk 11 or 21. © California Land Title Association. All rights reserved. 3 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. 0AaE3E2241(654W9WVV DDocb,22EK FITAMBALBT95 PRgQQgl of 216 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev.11-04-22) 5. The failure of Your existing structures, or any portion of Your existing structures, to have been constructed before, on, or after the Date of Policy in accordance with applicable building codes. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 14 or 15. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transfer of the Title to You is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or C. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 30. 7. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 8. Negligence by a person or an entity exercising a right to extract or develop oil, gas, minerals, groundwater, or any other subsurface substance. 9. Any lien on Your Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 9 does not modify or limit the coverage provided under Covered Risk 8.a. or 27. 10. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: • For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Covered Risk 16: % of Policy Amount Shown in Schedule A or $ (whichever is less) Covered Risk 18: % of Policy Amount Shown in Schedule A or $ (whichever is less) Covered Risk 19: % of Policy Amount Shown in Schedule A or $ (whichever is less) Covered Risk 21: % of Policy Amount Shown in Schedule A or $ (whichever is less) Our Maximum Dollar Limit of Liability CLTAIALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; b. zoning; c. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. 02%E24441(56471W 11W DDocI542E�1 FRI&W YGM35 P1499EI82 of 916 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev. 11-04-22) 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date: c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Our Maximum Dollar Your Deductible Amount Limit of Liability Covered Risk 16: % of Policy Amount Shown in Schedule A or $ $ (whichever is less) Covered Risk 18: Covered Risk 19: Covered Risk 21: © California Land Title Association. All rig % of Policy Amount Shown in Schedule A or $ (whichever is less) % of Policy Amount Shown in Schedule A or $ (whichever is less) of Policy Amount Shown in Schedule A or $ (whichever is less) The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. CLTA PRELIMIR O& I ,, 7U1f ,F9%V.2P&.�2TddcD®AL61T35 P1Rggc1.83 of 216 ALTA OWNER'S POLICY (07-01-2021) EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. C. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; C. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or C. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 9.b. 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: NOTE. The 2021 ALTA Owner's Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R's, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed as 1 through 7 below. 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. © California Land Title Association. All rights The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. CLTA PRELIMQfzv REf&A$10, rif IFW%6.W&.� dCD8AY61R95 PRgQQ86 of 216 5. (a) Unpatented mining claims: (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. 2006 ALTA OWNER'S POLICY (06.17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage. costs, attorneys' fees. or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: NOTE: The 2006 ALTA Owner's Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R's, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed below as 1 through 7 below: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. © California Land Title Association. All rights reserved. 7 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited Reprinted under license or express permission from the California Land Title Association. OQaeE2,24416@4—WW11W MocMM1 FFA&DBAMS5 PQggEigg of 216 OWNER'S AFFIDAVIT AND INDEMNITY Order No.: 2306435 Address/Location: Vacant Land, La Quinta, CA APN: Multiple APN's In connection with the request of the Undersigned ("Affiant") for the preparation and issuance of insurance, Affiant makes the following statements and representations for the benefit of, and reliance by, title insurer STEWART TITLE GUARANTY COMPANY, and its policy issuing agent STEWART TITLE OF CALIFORNIA, INC. (collectively hereafter referred to as "TITLE"): 1. Affiant owns and holds title to the land described in Schedule A of the Preliminary Report or Commitment issued in connection with the above referenced Order Number (the "Land"). 2. The Affiant's ownership and/or possession of the Land has been peaceful and undisturbed, and title thereto has never been disputed, questioned or rejected, nor has the issuance of title insurance ever been refused, except as follows: (If none, please state o none,) 3. Other than the Affiant, there are no parties entitled to possession of the Land other than the following: (If none, please state "none") 4. There are no leases, licenses, options, rights of first refusal, or contracts to sell, affecting the Land, or any parties currently in possession, of the Land, except the following: (If none, please state " none~ 5. All assessments by a management company or owners' association, or for common area or building maintenance, if any, are paid current or are not yet due and payable except for the following. (If none, please state - none" 6. There are no pending contemplated repairs/improvements to the Land, except the following: (If none, please state "none) 7. There has been no construction, building materials, repairs, improvements, or remodeling performed, provided, furnished or delivered within the last 12 months, except as follows: (If none, please state "none,,) This work performed, as detailed above, was completed on (date of completion). 8. Affiant is not aware of the existence of any of the following: a. Improvements, including fences, encroaching into any easements on the Land, or over any boundary lines of the Land. b. Adjoining property improvements encroaching onto the Land. c. Liens against the Land and/or judgments or tax liens against Affiant or any other property owner currently in title, except those described in the Preliminary Report or Commitment issued in connection with the above referenced Order Number. d. Outstanding claims or persons entitled to claims for mechanics' or materialman liens against the Land. e. Pending repairs/improvements to any adjacent street(s) or any assessments related to road maintenance f. Any pending litigation involving the Land, the Affiant or any other property owner currently in title. g. Recent improvements completed or being made to any common area(s) located within the subdivision in which the Land is located. h. Violations of building permits, zoning laws or recorded covenants, conditions and/or restrictions imposed on the Land. i. Any pending assessments for Community Facility Districts. j. Any new, pending or existing obligation or loan including any home improvements on the Land pursuant to the PACE or HERO program, or any other similar type program. Order No.: 2306435 Page 1 of 3 Owners Affidavit and Indemnity CA Rev. 9/2021 02aeE224116547 WW D[Do(622521 FFddc08AL8JT95 PQggE198 of 216 k. Any unrecorded or recorded easements, covenants, conditions, or restrictions affecting the Land, other than those listed in the Preliminary Report or Title Commitment. I. Any use of the property for the production, sale, warehousing or transporting of fresh fruits, vegetables, livestock or poultry (e.g., supermarkets, restaurants, wineries, breweries and meat packing plants). With regard to 8a.-81, except as follows: (If none, please state "none-) No proceedings in bankruptcy or receivership have been instituted or filed by, or against, the Affiant or any other property owner currently in title. 10. There are no unpaid taxes, assessments or utility type bills including but not limited to bills for water, sewer, hazardous waste, recycling, storm drain and/or rubbish and there are no liens related to such utilities from or on the Land, with the exception of the following: (If none, please state "none") 11. There are no financial obligations secured by trust deeds, mortgages, financing statements, vendor's liens, security agreements or otherwise, against the Land, except as set forth in the Preliminary Report, proforma and/or Commitment, and as set forth below: (If none, please state - none - Creditor Approximate Balance 12. There has been no harvesting or production of any oil, gas, geothermal materials or other minerals from or on the Land and there are no oil, gas, geothermal and/or mineral leases, licenses, options, rights of first refusal, and/or contracts to sell, affecting the mineral rights associated with the Land, or other parties currently in possession, of the mineral rights on the Land, except the following: (If none, please state none-) 13. Other than the Affiant, there are no other parties currently in possession of the Land, including but not limited to, any possessory interest associated with the harvesting of any oil, gas, geothermal materials or other minerals, except the following: (If none, please state - none- 14. Affiant has not executed and will not execute any documents or instruments related to the title to, or interest in, the Land prior to the recordation of the documents in this transaction. 15. By signing below, Affiant agrees to cooperate with TITLE and, upon request from TITLE, to promptly provide and/or execute, any corrective or curative information or documentation requested. This is a sworn affidavit and is made for the purpose of inducing TITLE to provide certain insurance coverage to a purchaser and/or lender, and the representations contained herein are material to such insurance coverage. The undersigned hereby indemnifies and holds Stewart Title Guaranty Company and its policy issuing agent identified above harmless from any loss or damage, liability, costs, expenses and attorneys' fees which it may sustain under its policies of title insurance or commitments to the extent any representation contained herein is incorrect. The undersigned understands that TITLE may decide not to provide the requested title insurance despite the information and affirmations contained herein. PLEASE READ, COMPLETE AND RESPOND TO ALL STATEMENTS CONTAINED IN THIS OWNER'S AFFIDAVIT AND INDEMNITY BEFORE SIGNING IN THE PRESENCE OF A NOTARY PUBLIC. THE NOTARY PUBLIC WILL EXECUTE THE ACKNOWLEDGMENT ON THE FOLLOWING PAGE. HOWEVER, IF YOU DO NOT UNDERSTAND OR HAVE ANY QUESTIONS ABOUT THIS AFFIDAVIT, YOU SHOULD SEEK THE ASSISTANCE OF YOUR INDEPENDENT FINANCIAL AND/OR LEGAL ADVISOR BEFORE SIGNING. Order No.: 2306435 Page 2 of 3 Owners Affidavit and Indemnity CA Rev. 9/2021 OQaeE244166TWW W Dbo(642E21 FRdcOBAYBEY95 PQggEigg of 216 Silverock Development Company A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy, or validity of that document. State of California ) ss. County of Subscribed and sworn to (or affirmed) before me on this day of the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Signature _, 20 , by proved to me on Order No.: 2306435 Page 3 of 3 Owners Affidavit and Indemnity CA Rev. 9/2021 O co W. 3C 'gr to;q 4u. > 1 41 rp IR S2 7:7- 71. t-vn J"w FAR 0 JEFFERS'ON 7 2,2 CrIl TXXIS. r Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 154 of 216 Allstewart TITLE Order No.: Your File No.: Buyer/Borrower Name: Seller Name: 2661369 Shelly Sanchez Title Officer PRELIMINARY REPORT Silverrock Lodging Silverrock Dev Co Property Address: Multiple Parcels, Vacant Land, La Quinta, CA 92253 Stewart Title of California, Inc. 11870 Pierce St, Ste 100 Riverside, CA 92505 Phone: (951) 276-2700 Fax: (866) 476-8953 Sanchezteam@stewart.com In response to the above referenced application for a policy of title insurance, Stewart Title of California, Inc. hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Stewart Title Guaranty Company policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of a defect, lien or encumbrance not shown or referred to as an exception below or not excluded from coverage pursuant to the printed Schedules, Exclusions from Coverage, and Conditions of said policy forms. With respect to any contemplated owner's policy, the printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A, attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA/ALTA Homeowner's Policy of Title Insurance, which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages, are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a binder or commitment should be requested. Dated as of June 23, 2025 at 7:30AM When replying, please contact: Tamara Blackford, Escrow Officer Stewart Title of California, Inc. 73-020 El Paseo, Ste 103 Palm Desert, CA 92260 (760) 771-4645 tlackford@stewart.com Order No.: 2661369 Preliminary Report Page 1 of 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 155 of 216 IF ANY DECLARATION, GOVERNING DOCUMENT (FOR EXAMPLE, COVENANT, CONDITION OR RESTRICTION) OR DEED IDENTIFIED AND/OR LINKED IN THIS TITLE PRODUCT CONTAINS ANY RESTRICTION BASED ON AGE, RACE COLOR, RELIGION, SEX, GENDER, GENDER IDENTITY, GENDER EXPRESSION, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, VETERAN OR MILITARY STATUS, GENETIC INFORMATION, NATIONAL ORIGIN, SOURCE OF INCOME AS DEFINED IN SUBDIVISION (p) OF SECTION 12955, OR ANCESTRY, THAT RESTRICTION VIOLATES STATE AND FEDERAL FAIR HOUSING LAWS AND IS VOID, AND MAY BE REMOVED PURSUANT TO SECTION 12956.2 OF THE GOVERNMENT CODE BY SUBMITTING A "RESTRICTIVE COVENANT MODIFICATION" FORM, TOGETHER WITH A COPY OF THE ATTACHED DOCUMENT WITH THE UNLAWFUL PROVISION REDACTED TO THE COUNTY RECORDER'S OFFICE. THE "RESTRICTIVE COVENANT MODIFICATION" FORM CAN BE OBTAINED FROM THE COUNTY RECORDER'S OFFICE AND MAY BE AVAILABLE ON ITS WEBSITE. THE FORM MAY ALSO BE AVAILABLE FROM THE PARTY THAT PROVIDED YOU WITH THIS DOCUMENT. LAWFUL RESTRICTIONS UNDER STATE AND FEDERAL LAW ON THE AGE OF OCCUPANTS IN SENIOR HOUSING OR HOUSING FOR OLDER PERSONS SHALL NOT BE CONSTRUED AS RESTRICTIONS BASED ON FAMILIAL STATUS. Order No.: 2661369 Preliminary Report Page 2 of 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 156 of 216 PRELIMINARY REPORT The form of Policy of Title Insurance contemplated by this report is: ❑ CLTA Owner's Policy 2022 ® ALTA Owner's Policy 2021 ❑ Extended X Standard ❑ CLTA/ALTA Homeowners Policy 2021 ❑ CLTA Loan Policy 2022 ® ALTA Loan Policy 2021 ® Extended ❑ Standard ❑ ALTA Short Form Residential Loan Policy 2021 ❑ Extended ❑ Standard ❑ Other: SCHEDULE A The estate or interest in the land hereinafter described or referred to covered by this report is: FEE SIMPLE Title to said estate or interest at the date hereof is vested in: SilverRock Development Company LLC a Delaware limited liability company Order No.: 2661369 Preliminary Report Page 3 of 12 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 157 of 216 LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Riverside, City of La Quinta and described as follows: Parcels E, F and G of Parcel Map No. 37207, in the City of La Quinta, County of Riverside, State of California, as shown by a Map filed for Record May 3, 2017 in Book 242, Pages 72 through 87, inclusive of Parcel Maps, in the Office of the County Recorder of said County. Excepting 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 1A and 1 B 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 1A and 1 B property or other lands, but without, however, any right to use either the surface from said Phase 1A and 1 B property or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use the Phase 1A and 1 B property in such a manner as to create a disturbance to the use or enjoyment of the Phase 1A and 1 B property, as reserved by The City of La Quinta, a California Municipal Corporation and Charter City, in the Grant Deed recorded November 28, 2018, as Instrument No. 2018-0464674, of Official Records. FOR INFORMATIONAL PURPOSES ONLY: APN: 777-490-053, 777-490-054, 777-490-055 (End of Legal Description) MAP THE MAP(S) CONNECTED HEREWITH AND PROVIDED IN CONNECTION WITH THIS TITLE PRODUCT IS/ARE BEING PROVIDED AS A COURTESY AND FOR INFORMATIONAL PURPOSES ONLY; THE MAP(S) SHOULD NOT BE RELIED UPON. FURTHERMORE, THE PARCELS SET OUT ON THE MAP(S) MAY NOT COMPLY WITH LOCAL SUBDIVISION OR BUILDING ORDINANCES. STEWART TITLE ASSUMES NO LIABILITY, RESPONSIBILITY OR INDEMNIFICATION RELATED TO THE MAP(S) NOR ANY MATTERS CONCERNING THE CONTENTS OF OR ACCURACY OF THE MAP(S). Order No.: 2661369 Preliminary Report Page 4 of 12 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 158 of 216 SCHEDULE B At the date hereof, exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy or policies would be as follows: Taxes: A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes, to be levied for the fiscal year 2025 - 2026. B. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment $0.63 Status 1st Delinquent Delinquent Date December 10, 2024 Penalty $0.06 2nd Installment: $0.63 Status 2nd Delinquent Delinquent Date April 10, 2025 Penalty $38.12 Parcel No. 777-490-053 Code Area/Tracer No.: 020-021 C. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment $3.18 Status 1 st Delinquent Delinquent Date December 10, 2024 Penalty $0.31 2nd Installment: $3.18 Status 2nd Delinquent Delinquent Date April 10, 2025 Penalty $38.37 Parcel No. 777-490-054 Code Area/Tracer No.: 020-021 D. General and special city and/or county taxes, including any personal property taxes, and any assessments collected with taxes, for the fiscal year 2024 - 2025: 1st Installment $1.90 Status 1st Delinquent Delinquent Date December 10, 2024 Penalty $0.19 2nd Installment: $1.90 Status 2nd Delinquent Delinquent Date April 10, 2025 Penalty $38.25 Parcel No. 777-490-055 Code Area/Tracer No.: 020-021 E. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the revenue and taxation code of the State of California. F. Taxes and/or assessments affecting the land, if any, for Community Facility Districts including Mello Roos Districts which may exist by virtue of assessment maps or notices filed by said Order No.: 2661369 Preliminary Report Page 5 of 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 159 of 216 districts. Said taxes and/or assessments are typically collected with the County taxes; however, some districts may remove these taxes and/or assessment from the County taxes and assess and collect them separately. G. Prior to recording, the final amount due for taxes must be confirmed. Exceptions: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. Note: Exception Nos. 1 through 6 will be deleted on any extended coverage policy. 8. Water rights, claims, or title to water, whether or not shown by the Public Records. Note: The above, separate general water exception will remain on any extended coverage policy. 9. Easements or servitudes appearing in the Public Records affecting the common area. 10. Easement and rights incidental thereto for pole lines to Nevada -California Electric Company, as set forth in a document recorded January 3, 1938, in Book 355 Page 586, of Official Records. 11. Easement and rights incidental thereto for public utilities to Southern California Gas Company, a corporation, as set forth in a document recorded April 28, 2005, as Instrument No. 2005- 0337291, of Official Records. 12. Matters contained in a document entitled "Development Agreement 2014-1001 Approved by Ordinance No. 520", by and between City of La Quinta and SilverRock Development Company, LLC recorded December 18, 2014, as Instrument No. 2014-0484106, of Official Records. Order No.: 2661369 Preliminary Report Page 6 of 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 160 of 216 13. Matters as shown on the Parcel Map No. 37207 filed in Book 242, Page 72 through 87, of Parcel Maps together with any provisions and recitals contained therein. 14. Matters contained in a document entitled "Covenant Affecting Real Property (Golf Course Use)", by and between City of La Quinta and SilverRock Development Company, LLC recorded May 11, 2017, as Instrument No. 2017-0189004, of Official Records. 15. Matters contained in a document entitled "Covenant Affecting Real Property (Perimeter Landscaping and Trails)", by and between The City of La Quinta, a California municipal corporation and charter city and SilverRock Development Company, LLC, a Delaware limited liability company recorded May 11, 2017, as Instrument No. 2017-0189266, of Official Records. 16. Matters contained in a document entitled "Covenant Affecting Real Property (Ahmanson Ranch House)", by and between The City of La Quinta, a California municipal corporation and charter city and SilverRock Development Company, LLC, a Delaware limited liability company recorded May 11, 2017, as Instrument No. 2017-0189769, of Official Records. 17. Matters contained in a document entitled "Agreement Regarding Real Property", by and between Coachella Valley Water District, a public agency of the State of California and City of La Quinta, a California municipal corporation and charter city recorded June 1, 2017, as Instrument No. 2017-0218005, of Official Records. 18. Covenants, conditions and restrictions as set forth in a document recorded November 28, 2018 as Instrument No. 2018-0464674, of Official Records. 19. Matters contained in a document entitled "Grant Deed (Phase-1 B)", by and between The City of La Quinta, a California municipal corporation and charter city and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 28, 2018 as Instrument No. 2018- 0464674, of Official Records. 20. A reservation of all oil, gas, hydrocarbon substances, and minerals, by The City of La Quinta, a California Municipal Corporation and Charter City in deed recorded November 28, 2018 as Instrument No. 2018-0464674 of Official Records. Stewart Title Guaranty Company and its issuing agent make no representation as to the present ownership of any such interests. There may be leases, grants, assignments, exceptions, or reservations of interests that are not listed. 21. Matters contained in a document entitled "Memorandum of Purchase, Sale, and Development Agreement (Phase 1 B Property-PSDA Amendment No. 3)", by and between The City of La Quinta, a California municipal corporation and charter city and SilverRock Phase I, LLC, a Delaware limited liability company recorded November 28, 2018, as Instrument No. 2018- 0464675, of Official Records. 22. Matters contained in a document entitled "Option Agreement Phase I Property & Phase 1B Property (Excluding Planning Areas 7, 8 and 9) and Termination of Prior Phase 1A Option Agreement", by and between SilverRock Phase I, LLC, a Delaware limited liability company and The City of La Quinta, a California municipal corporation and charter city recorded November 28, 2018, as Instrument No. 2018-0464676, of Official Records. 23. Matters contained in a document entitled "Special Domestic Water System, Sanitation System, and Irrigation System Modification Installation Agreement", by and between Coachella Valley Water District, a public agency of the State of California, City of La Quinta, a California municipal corporation and charter city and SilverRock Phase I, LLC, a Delaware limited liability company recorded September 13, 2019, as Instrument No. 2019-0359003, of Official Records. Said document was modified by an instrument recorded on October 31, 2019, as Instrument No. 2019-0443397, of Official Records. Order No.: 2661369 Preliminary Report Page 7 of 12 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 161 of 216 24. Matters contained in a document entitled "Standard Domestic Water System and Sanitation System Installation Agreement", by and between Coachella Valley Water District, a public agency of the State of California and City of La Quinta, a California municipal corporation and charter city and SilverRock Phase I, LLC, a Delaware limited liability company recorded July 9, 2020, as Instrument No. 2020-0301013, of Official Records. 25. Matters contained in an unrecorded lease dated October 21, 2021, executed by SilverRock Development Company, LLC, a Delaware Limited Liability Company, as lessor and SilverRock Lodging, a Delaware Limited Liability Company, as lessee, disclosed as Instrument No. 2021- 0628129, of Official Records, recorded October 25, 2021. Current owner of leasehold and any other matters affecting the interest of the lessee are not set forth herein. 26. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount $40,000,000.00 Trustor SilverRock Development Company, LLC, a Delaware Limited Liability Company Trustee Fidelity National Title Builder Services Beneficiary Poppy Bank Recorded October 25, 2021, as Instrument No. 2021-0628130, of Official Records. Substitution of trustee naming Redwood Trust Deed Services, Inc. as trustee recorded on May 5, 2023, as Instrument No. 2023-0130214, of Official Records. A Notice of default recorded on May 5, 2023, as Instrument No. 2023-0130215, of Official Records. A Notice of Trustee's Sale recorded May 6, 2024, as Instrument No. 2024-0131108, of Official Records. Affects the Land and other property 27. Easement and rights incidental thereto for public utilities to Southern California Gas Company, a Corporation, a California corporation, as set forth in a document recorded November 23, 2021, as Instrument No. 2021-0697437, of Official Records. Affects Parcels E and G 28. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount $31,464,425.00 Trustor SilverRock Development Company, LLC, a Delaware limited liability company Trustee Fidelity National Title Insurance Company, a Florida corporation Beneficiary Cypress Point Holdings, LLC Nevada limited liability company Recorded November 30, 2022, as Instrument No. 2022-0486431, of Official Records. To avoid delays in recording, you must submit the following documents for review and approval: (a) the original note. (b) the original deed of trust. (c) the original signed request for reconveyance. (d) a final payoff demand executed by the record beneficiary(ies) of record.. (i) if the beneficiary(ies) is a trust, you must provide a full copy of the trust and any Order No.: 2661369 Preliminary Report Page 8 of 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 162 of 216 amendments thereto, and all trustees must sign the payoff demand. In certain situations, you may be permitted to provide the STG Certification of Trust. (ii) if a servicing agent prepares the payoff demand on behalf of the beneficiary(ies), you must provide a full copy of the servicing agreement and all beneficiary(ies) of record must still sign and approve the payoff demand. Please contact your title officer to discuss the above requirements. Upon receipt and review of the above, there maybe additional items and/or requirements requested. Substitution of trustee naming First American Title Insurance Company as trustee recorded on December 7, 2023, as Instrument No. 2023-0363985, of Official Records. A Notice of default recorded on December 7, 2023, as Instrument No. 2023-0363986, of Official Records. A Notice of Trustee's Sale recorded April 17, 2024, as Instrument No. 2024-0111080, of Official Records. Said document was modified by an instrument recorded on May 7, 2024, as Instrument No. 2024-0131662, of Official Records. Affects the Land and other property 29. A Claim of Mechanic's Lien by R. D. Olson Construction, Inc., in the amount of $5,202,611.00, and any other amounts due thereunder, recorded December 19, 2022 as Instrument No. 2022- 0506680, of Official Records. Pending court action / Notice of Lis Pendens recorded March 29, 2023 as Instrument No. 2023-0089714, of Official Records. Plaintiff R. D. Olson Construction, Inc., a California corporation Defendant SilverRock Lodging, LLC, a Delaware limited liability company c/o The Robert Green Company; SilverRock Development Company, LLC, an unknown entity, The Robert Green Company, an unknown entity; and does 1 through 50, inclusive Case/Docket No. : CVPS2301220 Affects Parcel E 30. A Claim of Mechanic's Lien by Joshua R. Frantz, in the amount of $29,048.48, and any other amounts due thereunder, recorded June 26, 2024 as Instrument No. 2024-0184831, of Official Records. 31. Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby: Amount $20,070,000.00 Trustor SilverRock Development Company, LLC, a Delaware limited liability company Trustee Chicago Title Company, a California Corporation Beneficiary Axia Talus, LLC, a Utah limited liability company Recorded July 2, 2024, as Instrument No. 2024-0195411, of Official Records. To avoid delays in recording, you must submit the following documents for review and approval: (a) the original note. (b) the original deed of trust. (c) the original signed request for reconveyance. (d) a final payoff demand executed by the record beneficiary(ies) of record.. (i) if the beneficiary(ies) is a trust, you must provide a full copy of the trust and any amendments thereto, and all trustees must sign the payoff demand. In certain situations, you Order No.: 2661369 Preliminary Report Page 9 of 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 163 of 216 may be permitted to provide the STG Certification of Trust. (ii) if a servicing agent prepares the payoff demand on behalf of the beneficiary(ies), you must provide a full copy of the servicing agreement and all beneficiary(ies) of record must still sign and approve the payoff demand. Please contact your title officer to discuss the above requirements. Upon receipt and review of the above, there maybe additional items and/or requirements requested. Affects the Land and other property. 32. Financing Statement in favor of Axia Talus, LLC recorded July 3, 2024 as Instrument No. 2024- 0196965, of Official Records. 33. A Claim of Mechanic's Lien by Jack Roger Tracy, in the amount of $14,584.00, and any other amounts due thereunder, recorded July 17, 2024 as Instrument No. 2024-0211643, of Official Records. 34. A Claim of Mechanic's Lien by Bruce D. Maize, in the amount of $254,707.02, and any other amounts due thereunder, recorded July 29, 2024 as Instrument No. 2024-0225255, of Official Records. 35. A Claim of Mechanic's Lien by H&E Equipment Services, Inc., in the amount of $58,687.62, and any other amounts due thereunder, recorded August 2, 2024 as Instrument No. 2024-0231136, of Official Records. Pending court action / Notice of Lis Pendens recorded September 17, 2024 as Instrument No. 2024-0280580, of Official Records. Plaintiff H&E Equipment Services, Inc., a Delaware corporation Defendant Robert Green Residential, Inc., a California corporation; The Robert Green Company, a California corporation Silverrock Phase I, LLC, a Delaware limited liability company; Silverrock Development Company, LLC, a Delaware limited liability company; Silverrock Lodging, LLC, a Delaware limited liability company; Silverrock Luxury Residences, LLC, a Delaware limited liability company; Silverrock Lifestyle Residences, LLC, a Delaware limited liability company; American Contractors Indemnity Company, a California corporation; and does 1 through 100, inclusive Case/Docket No. : CVPS2405531 36. A Claim of Mechanic's Lien by F J Zam, Company in the amount of $111,612.00, and any other amounts due thereunder, recorded February 18, 2025 as Instrument No. 2025-0048221, of Official Records. 37. A Claim of Mechanic's Lien by F J Zam Company, in the amount of $32,643.18, and any other amounts due thereunder, recorded March 12, 2025 as Instrument No. 2025-0073098, of Official Records. 38. Rights or claims of tenants in possession whether or not shown by the Public Records. (End of Exceptions) Order No.: 2661369 Preliminary Report Page 10 of 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 164 of 216 NOTES AND REQUIREMENTS A. Satisfactory verification of the identity of the seller(s) and buyer(s) is required prior to recording and/or closing the transaction. B. In order to insure a conveyance, acquisition or encumbrance by the limited liability company named below, you must provide the following: Limited liability company: SilverRock Development Company, LLC, a Delaware limited liability company (a) A certified copy of the articles of organization (Form LLC-1), and any filed amendment (Form LLC-2) or restatement (Form LLC-10), if applicable. (b) A copy of the operating agreement and any amendments. Additional requirements or items may be requested upon review of the required documents set forth above. C. There are no transfers or conveyances shown in the Public Records within 24 months of the date of this Preliminary Report. If you have knowledge of any transfers or conveyances, please contact your title officer immediately for further requirements. D. If an Owner's Policy of title insurance is requested, a CLTA Standard Coverage Owner's Policy will be issued unless instructed otherwise. If a different form of policy is desired, please contact your Title Officer. E. All Transactions - Seller(s) and Buyer(s) or Borrowers are provided, as attachments, the document entitled "Acknowledgement of Receipt, Understanding and Approval of STG Privacy Notice for Stewart Title Companies and Stewart's Affiliated Business Arrangement Disclosure Statement" and the individually or similarly named documents, for review and acknowledgment prior to closing. F. All Transactions - Buyer(s)/Seller(s)/Borrower(s) are provided the Preliminary Report for review and acknowledgment prior to closing. Buyer(s) approval shall include the Preliminary Report items that are to remain as exceptions to the title policy. G. All Transactions - Seller(s)/Owner(s) shall submit for review, prior to closing, a completed Stewart Title Guaranty Company's Owner's Affidavit and Indemnity. Order No.: 2661369 Preliminary Report Page 11 of 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 165 of 216 CALIFORNIA "GOOD FUNDS" LAW California Insurance Code Section 12413.1 regulates the disbursement of escrow and sub -escrow funds by title companies. The law requires that funds be deposited in the title company escrow account and available for withdrawal prior to disbursement. Funds received by Stewart Title of California, Inc. via wire transfer may be disbursed upon receipt. Funds received via cashiers checks or teller checks drawn on a California Bank may be disbursed on the next business day after the day of deposit. If funds are received by any other means, recording and/or disbursement may be delayed, and you should contact your title or escrow officer. All escrow and sub -escrow funds received will be deposited with other escrow funds in one or more non -interest bearing escrow accounts in a financial institution selected by Stewart Title of California, Inc.. Stewart Title of California, Inc. may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution, and Stewart Title of California, Inc. shall have no obligation to account to the depositing party in any manner for the value of, or to pay to such party, any benefit received by Stewart Title of California, Inc.. Such benefits shall be deemed additional compensation to Stewart Title of California, Inc. for its services in connection with the escrow or sub -escrow. If any check submitted is dishonored upon presentation for payment, you are authorized to notify all principals and/or their respective agents of such nonpayment. Order No.: 2661369 Preliminary Report Page 12 of 12 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 166 of 216 Procedures to Accompany the Restrictive Covenant Modification Form The law prohibits unlawfully restrictive covenants based upon: "...age, race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry... Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." As the individual holding or acquiring an interest in the property, you may have any unlawfully restrictive covenants "removed", which means "redacted." To have the unlawfully restrictive covenant removed, you may prepare and submit to the county recorder's office, a "Restrictive Covenant Modification" form (RCM) together with a copy of the attached document with the unlawfully restrictive covenant redacted. This request must be submitted to the county recorder's office and must include your return address so the county recorder can notify you of the action taken by the county counsel. The process at the county recorder's office is as follows: • The county recorder takes the RCM with the redacted document and the original document attached and submits it to the county counsel for review to determine if, from a legal standpoint, the language was an unlawfully restrictive covenant and thus the redacted version should be indexed and recorded. • The county counsel shall inform the county recorder of his/her determination within a reasonable amount of time, not to exceed three months from the date of your request. • If county counsel determined that the redacted language was unlawful then, once recorded, the redacted document is the only one that effects the property and this modified document has the same effective date as the original document. • If county counsel determined that the redacted language was not unlawful then county counsel will return the RCM package to the county recorder and the county recorder will advise the requestor that same the request has been denied and the redacted document has not been recorded. • The modification document shall be indexed in the same manner as the original document and shall contain a recording reference to the original document. Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 167 of 216 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO NAME ADDRESS CITY STATE & ZIP TITLE ORDER NO. ESCROW NO. APN NO. RESTRICTIVE COVENANT MODIFICATION (Unlawfully Restrictive Covenant Modification Pursuant to Government Code Section 12956.2) I(We) have or are acquiring an ownership interest of record in the property located at that is covered by the document described below. The following reference document contains a restriction based on age, race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, veteran or military status, genetic information, national origin, source of income as defined in Section 12955 of the Government Code, or ancestry, that violates state and federal fair housing laws and is void. Pursuant to Section 12956.2 of the Government Code, this document is being recorded solely for the purpose of eliminating that restrictive covenant as shown on page(s) of the document recorded on in book and page or instrument number of the official records of the County of . State of California. Attached hereto is a true, correct and complete copy of the document referenced above, with the unlawful restrictive covenant redacted. This modification document shall be indexed in the same manner as the original document pursuant to subdivision (d) of Section 12956 of the Government. The effective date of the terms and conditions of the modification document shall be the same as the effective date of the original document. (Signature of Submitting Party) (Printed Name) (Signature of Submitting Party) (Printed Name) County Counsel, or their designee, pursuant to Government Code Section 12956.2, hereby states that it has been determined that the original document referenced above Does Does Not contain an unlawful restriction and this modification may be recorded. County Counsel By: Date: Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 168 of 216 EXHIBIT "A" LEGAL DESCRIPTION Order No.: 2661369 Escrow No.: 2661369 The land referred to herein is situated in the State of California, County of Riverside, City of La Quinta and described as follows: Parcels E, F and G of Parcel Map No. 37207, in the City of La Quinta, County of Riverside, State of California, as shown by a Map filed for Record May 3, 2017 in Book 242, Pages 72 through 87, inclusive of Parcel Maps, in the Office of the County Recorder of said County. Excepting 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 1A and 1 B 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 1A and 1 B property or other lands, but without, however, any right to use either the surface from said Phase 1A and 1 B property or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use the Phase 1A and 1 B property in such a manner as to create a disturbance to the use or enjoyment of the Phase 1A and 113 property, as reserved by The City of La Quinta, a California Municipal Corporation and Charter City, in the Grant Deed recorded November 28, 2018, as Instrument No. 2018-0464674, of Official Records. APN: 777-490-053, 777-490-054, 777-490-055 (End of Legal Description) Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 169 of 216 AFFILIATED BUSINESS ARRANGEMENT DISCLOSURE STATEMENT Date: June 24, 2025 File No.: 2661369 Property: Multiple Parcels, Vacant Land, La Quinta, CA 92253 From: Stewart Title of California, Inc. Stewart Title of California, Inc. (,,Stewart Title,,) has a business relationship with the affiliated entities identified below. Because of these relationships, this referral may provide Stewart Title a financial or other benefit related solely to the products or services provided or performed by the affiliated entity. Stewart Title and the affiliated entities below are all part of the Stewart family of companies, the ultimate owner of which is Stewart Information Services Corporation (NYSE:STC). SET FORTH BELOW IS THE ESTIMATED CHARGE OR RANGE OF CHARGES FOR THE SETTLEMENT SERVICE PROVIDERS LISTED. YOU ARE NOT REQUIRED TO USE ANY OF THE SETTLEMENT SERVICE PROVIDERS AS A CONDITION FOR YOUR PURCHASE, SALE, OR REFINANCE TRANSACTION. THERE ARE FREQUENTLY OTHER SETTLEMENT SERVICE PROVIDERS AVAILABLE WITH SIMILAR SERVICES. YOU ARE FREE TO SHOP AROUND TO DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICES AND THE BEST RATE FOR THESE SERVICES. Affiliated Entity - Settlement Service Provider Charge or range of charges Advanced Support and Knowledge Services, LLC $ 45.00 to $ 275.00 Asset Preservation, Inc. $1,250.00 to $2,000.00 in delayed exchanges; Reverse exchanges are rare and the charge is quoted based upon the complexity of the transaction NotaryCam, Inc. $ 5.00 to $ 150.00 Signature Closers, LLC $ 45.00 to $ 500.00 Stewart Insurance Hazard/Home Insurance $ 800.00 to $8,500.00 Home Warranty $ 450.00 to $ 900.00 Natural Hazard Disclosure Report $ 99.00 to $ 140.00 Stewart Valuation Intelligence, LLC $ 100.00 to $ 700.00 Silverrock Lodging Silverrock Dev Co By: TBD By: File No.: 2661369 Affiliated Business Arrangement Disclosure Statement Page 1 of 1 02-2024 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 170 of 216 ACKNOWLEDGEMENT OF RECEIPT, UNDERSTANDING AND APPROVAL OF STEWART INFORMATION SERVICES CORPORATION GRAMM-LEACH BLILEY PRIVACY NOTICE AND AFFILIATED BUSINESS ARRANGEMENT DISCLOSURE STATEMENT The undersigned hereby acknowledge receipt of the Stewart Title Information Services Corporation Gramm -Leach Bliley Notice and the Affiliated Business Arrangement Disclosure Statement that apply to this transaction. The undersigned further acknowledge that he/she/they have received, read, understand and accept these documents in connection with the above described transaction. Further, the undersigned received a copy of this acknowledgement as evidenced by the signature below. Silverrock Lodging Silverrock Dev Co By: TBD By: File No.: 2661369 Acknowledgment of Privacy and AfBA 02-2024 Page 1 of 1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 171 of 216 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev.11.04.22) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY —1990 (11-09-18) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. © California Land Title Association. All rights reserved. 1 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 172 of 216 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev.11.04.22) EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the public records at Date of Policy. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART II (Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here)] CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE OWNER'S POLICY (02-04.22) EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. C. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; C. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or C. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii, for any other reason not stated in Covered Risk 9.b. 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. © California Land Title Association. All rights reserved. 2 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 173 of 216 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev.11.04.22) EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: PART 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. PART II (Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here) CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (07-01-2021) EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy and We will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: I. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, or regulatory, or national security power. C. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23, or 27. 2. Any power to take the Land by condemnation. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 17. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by You; b. not Known to Us, not recorded in the Public Records at the Date of Policy, but Known to You and not disclosed in writing to Us by You prior to the date You became an Insured under this policy; C. resulting in no loss or damage to You; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 51 8.f., 25, 26, 27, 28, or 32); or e. resulting in loss or damage that would not have been sustained if You paid consideration sufficient to qualify You as a bona fide purchaser of the Title at the Date of Policy. 4. Lack of a right: a. to any land outside the area specifically described and referred to in Item 3 of Schedule A; and b. in any street, road, avenue, alley, lane, right-of-way, body of water, or waterway that abut the Land. Exclusion 4 does not modify or limit the coverage provided under Covered Risk 11 or 21. © California Land Title Association. All rights reserved. 3 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 174 of 216 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev. 11.04.22) 5. The failure of Your existing structures, or any portion of Your existing structures, to have been constructed before, on, or after the Date of Policy in accordance with applicable building codes. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 14 or 15. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transfer of the Title to You is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or C. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 30. 7. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 8. Negligence by a person or an entity exercising a right to extract or develop oil, gas, minerals, groundwater, or any other subsurface substance. 9. Any lien on Your Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 9 does not modify or limit the coverage provided under Covered Risk 8.a. or 27. 10. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: • For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Covered Risk 16: % of Policy Amount Shown in Schedule A or $ (whichever is less) Covered Risk 18: % of Policy Amount Shown in Schedule A or $ (whichever is less) Covered Risk 19: % of Policy Amount Shown in Schedule A or (whichever is less) Covered Risk 21: % of Policy Amount Shown in Schedule A or $ (whichever is less) Our Maximum Dollar Limit of Liability CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; b. zoning; c. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. © California Land Title Association. All rights reserved. 4 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 175 of 216 CLTA PRELIMINARY REPORT FORM, EXHIBIT A (Rev.11-04-22) 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Covered Risk 16: % of Policy Amount Shown in Schedule A or $ (whichever is less) Covered Risk 18: % of Policy Amount Shown in Schedule A or $ (whichever is less) Covered Risk 19: % of Policy Amount Shown in Schedule A or $ (whichever is less) Covered Risk 21: % of Policy Amount Shown in Schedule A or $ (whichever is less) Our Maximum Dollar Limit of Liability © California Land Title Association. All rights reserved. 5 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. 21 CLTA PRE LIMINA* RE�t7Rl W,'E_AIBlPR%( .W04 �ed 08/15/25 Page 176 of 216 ALTA OWNER'S POLICY (07-01-2021) EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii, the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. C. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; C. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or C. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 9.b. 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: NOTE: The 2021 ALTA Owner's Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R's, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed as 1 through 7 below: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. © California Land Title Association. All rights reserved. 6 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. CLTAPRELIMItVAtzY�REPORTFORM;F1CFilBI���(R��.�1�04-1�2��ed 08/15/25 Page 177 of 216 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attomeys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: NOTE: The 2006 ALTA Owner's Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R's, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed below as 1 through 7 below.- 1 . (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. © California Land Title Association. All rights reserved. 7 The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 178 of 216 File No.: 2661369 AVAILABLE DISCOUNTS DISCLOSURE STATEMENT This is to give you notice that Stewart Title of California, Inc. ("Stewart Title") is pleased to inform you that upon proper qualification, there are premium discounts available upon the purchase of title insurance covering improved property with a one to four family residential dwelling. Such discounts apply to and include: Property located within an area proclaimed a state or federal natural disaster area. Property being refinanced. Property involving owners or purchasers that are active military personnel and honorably discharged veterans, senior citizens 55 years of age or older, first-time homebuyers and first responders. Property dedicated to church or charitable use. Please talk with your escrow officer or title officer to determine your qualification for any of these discounts. File No.: 2661369 Available Discounts Disclosure 02-2024 Page 1 of 1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 179 of 216 Stewart Title of California, Inc. STATEMENT OF INFORMATION CONFIDENTIAL THE STREET ADDRESS of the property in this transaction is: (IF NONE LEAVE BLANK) ADDRESS Multiple Parcels, Vacant Land CITY La Quinta, CA 92253 IMPROVEMENTS: ❑ SINGLE RESIDENCE ❑ MULTIPLE RESIDENCE ❑ COMMERCIAL OCCUPIED BY: ❑ OWNER ❑ TENANTS CONSTRUCTION OR IMPROVEMENTS WITHIN THE LAST 6 MONTHS? ❑ YES ❑ NO IF YES, STATE NATURE WORK DONE PARTY 1 FIRST MIDDLE LAST FORMER LAST NAME(S), IF ANY BIRTHPLACE BIRTH DATE Social Security No. DRIVER'S LICENSE NO. Home Cell ❑ AM SINGLE ❑ AM MARRIED ❑ HAVE A DOMESTIC PARTNER Date of Marriage or Partnership NAME OF CURRENT SPOUSE OR DOM. PARTNER (if other than Party 2): NAME OF FORMER SPOUSE/DOM. PARTNER: (IF NONE, WRITE "NONE"): PARTY 2 FIRST MIDDLE LAST FORMER LAST NAME(S), IF ANY BIRTHPLACE BIRTH DATE Social Security No. DRIVER'S LICENSE NO. Home Cell ❑ AM SINGLE ❑ AM MARRIED ❑ HAVE A DOMESTIC PARTNER Date of Marriage or Partnership NAME OF CURRENT SPOUSE OR DOM. PARTNER (if other than Party 1): NAME OF FORMER SPOUSE/DOM. PARTNER: (IF NONE, WRITE "NONE"): Dissolutions pending Yes No (circle one) Dissolutions pending Yes No (circle one) Required to make child support payments? Yes No (circle one) Required to make child support payments? Yes No (circle one) Required to make Family support payments? Yes No (circle one) Required to make Family support payments? Yes No (circle one) If paying former spouse directly, please provide address: If paying former spouse directly, please provide address: OCCUPATIONS FOR LAST 10 YEARS (attach additional 10 year information, if applicable) Party 1: Occupation Firm Name Street and City No. Years Party 2: Occupation Firm Name Street and City No. Years RESIDENCES FOR LAST 10 YEARS (attach additional 10 year information, if applicable) Party 1: Street No. Street Name City No. Years Party 2: Street No. Street Name Email Address If you would like us to contact you by email, please provide your email address Home Phone: Business Phone: The undersigned declare, under penalty of perjury, that foregoing is true and correct. Signature: Date: Signature: City Cell Phone: No. Years Date: Order No.: 2661369 Page 1 of 1 Statement of Information CA 01-2025 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 180 of 216 STGC TITLE PREMIUM DISCOUNT APPLICATION AND CONFIRMATION OF ELIGIBILITY Order Number: 2661369 Property: Multiple Parcels, Vacant Land, La Quinta, CA 92253 APN: 777-490-053, 777-490-054, 777-490-055 In connection with the request of the Undersigned ("Applicant') for the preparation and issuance of title insurance, Applicant provides this completed STGC Title Premium Discount Application and Confirmation of Eligibility ('Request Form") for the benefit of, and reliance by, title insurer Stewart Title Guaranty Company, and its policy issuing agent Stewart Title of California, Inc. (collectively hereafter referred to as "Stewart Title") in connection with pricing the title premium in the above referenced transaction: 1. Applicant understands that Stewart Title has available for qualifying requestors a 10% discount on the title insurance premium charged under certain circumstances; however, all endorsement fees and other charges are not discounted. 2. Applicant understands that Stewart Title is only able to provide such discount if requested through providing this completed Request Form and is received by Stewart Title at least five (5) business days prior to recording of the transaction to which a discount is requested. 3. Applicant understands that Stewart Title prohibits combined discounts; accordingly, Stewart Title will provide this requested discount and disregard other applicable discounts, if any, when eligibility requirements for such discount are satisfied. 4. Applicant requests the following discount and affirms that Applicant meets the criteria and requirements set forth to qualify for such selected discount (SELECT ONLY ONE QUALIFYING DISCOUNT): ❑ Active military personnel and honorably discharged veteran discount` — To qualify for an active military personnel or honorably discharged veteran discount: (1) the property being purchased, mortgaged or refinanced is a fee simple interest in a primary, owner -occupied residence; and (2) at least one of the undersigned purchaser(s), seller(s) or borrower(s), as applicable, is a U.S. citizen, permanent resident or qualified alien and is engaged in full-time, active duty in the military on the date signed below or was a honorably discharged veteran. Senior citizen discount — To qualify for a senior citizen discount: (1) the property being purchased, mortgaged or refinanced is a fee simple interest in a primary, owner -occupied residence; and (2) at least one of the undersigned purchaser(s), seller(s) or borrower(s), as applicable, is a U.S. citizen, permanent resident or qualified alien and is 55 years of age or older on the date signed below. `Active military personnel and honorably discharged veterans include those members from the following U.S. military services branches: Air Force, Army, Coast Guard, Marine Corps, Navy and Space Force, and any active Reserve members of these military services branches and any active members of the Air or Army National Guard. File No.: 2661369 Page 1 of 2 Updated 9/2020 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 181 of 216 ❑ First-time homebuyer discount — To qualify for a first-time homebuyer discount: (1) the property being purchased is a fee simple interest in a primary, owner -occupied residence; and (2) at least one of the undersigned purchaser(s) is a U.S. citizen, permanent resident or qualified alien and has either never owned any property or, has not been an owner in a primary residence for the last three calendar years from the date signed below. First responder discount — To qualify for a first responder discount: (1) the property being purchased, mortgaged or refinanced is a fee simple interest in a primary, owner -occupied residence; and (2) at least one of the undersigned purchaser(s), seller(s) or borrower(s), as applicable, is a U.S. citizen, permanent resident or qualified alien and is currently employed as a police officer, firefighter, paramedic or emergency medical technician on the date signed below. This Request Form is completed under penalty of perjury and is made for the purpose of inducing Stewart Title to provide the title premium discount, and the representations contained herein are material to such insurance coverage pricing. The undersigned hereby indemnifies and holds Stewart Title harmless from any loss or damage, liability, costs, expenses and attorneys' fees which it may sustain to the extent any representation contained herein is incorrect. The undersigned understands that Stewart Title may decide not to provide the requested title insurance despite the information and affirmations contained herein. PLEASE READ AND COMPLETE THE STGC TITLE PREMIUM DISCOUNT REQUEST FORM ON THE PREVIOUS PAGE BEFORE SIGNING BELOW. IF YOU DO NOT UNDERSTAND OR HAVE ANY QUESTIONS ABOUT THIS AFFIDAVIT, YOU SHOULD CONTACT YOUR LOCAL STEWART TITLE PROFESSIONAL. THE UNDERSIGNED DECLARES UNDER PENALTY OF PERJURY THAT THE ABOVE INFORMATION IS TRUE AND CORRECT. Signature Printed Name Signature Printed Name Date Signed Date Signed File No.: 2661369 Page 2 of 2 Updated 9/2020 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 182 of 216 OWNER'S AFFIDAVIT AND INDEMNITY Order No.: 2661369 Address/Location: Multiple Parcels, Vacant Land, La Quinta, CA 92253 APN: 777-490-053, 777-490-054, 777-490-055 In connection with the request of the Undersigned ("Affiant") for the preparation and issuance of insurance, Affiant makes the following statements and representations for the benefit of, and reliance by, title insurer STEWART TITLE GUARANTY COMPANY, and its policy issuing agent STEWART TITLE OF CALIFORNIA, INC. (collectively hereafter referred to as "TITLE"): 1. Affiant owns and holds title to the land described in Schedule A of the Preliminary Report or Commitment issued in connection with the above referenced Order Number (the "Land"). 2. The Affiant's ownership and/or possession of the Land has been peaceful and undisturbed, and title thereto has never been disputed, questioned or rejected, nor has the issuance of title insurance ever been refused, except as follows: (If none, please state "none") 3. Other than the Affiant, there are no parties entitled to possession of the Land other than the following: (If none, please state "none") 4. There are no leases, licenses, options, rights of first refusal, or contracts to sell, affecting the Land, or any parties currently in possession, of the Land, except the following: (If none, please state "none,) 5. All assessments by a management company or owners' association, or for common area or building maintenance, if any, are paid current or are not yet due and payable except for the following. (If none, please state,, none,,) 6. There are no pending contemplated repairs/improvements to the Land, except the following: (If none, please state "none) 7. There has been no construction, building materials, repairs, improvements, or remodeling performed, provided, furnished or delivered within the last 12 months, except as follows: (If none, please state "none") This work performed, as detailed above, was completed on (date of completion). 8. Affiant is not aware of the existence of any of the following: a. Improvements, including fences, encroaching into any easements on the Land, or over any boundary lines of the Land. b. Adjoining property improvements encroaching onto the Land. c. Liens against the Land and/or judgments or tax liens against Affiant or any other property owner currently in title, except those described in the Preliminary Report or Commitment issued in connection with the above referenced Order Number. d. Outstanding claims or persons entitled to claims for mechanics' or materialman liens against the Land. e. Pending repairs/improvements to any adjacent street(s) or any assessments related to road maintenance f. Any pending litigation involving the Land, the Affiant or any other property owner currently in title. g. Recent improvements completed or being made to any common area(s) located within the subdivision in which the Land is located. h. Violations of building permits, zoning laws or recorded covenants, conditions and/or restrictions imposed on the Land. i. Any pending assessments for Community Facility Districts. j. Any new, pending or existing obligation or loan including any home improvements on the Land pursuant to the PACE or HERO program, or any other similar type program. Order No.: 2661369 Page 1 of 3 Owners Affidavit and Indemnity CA Rev. 9/2021 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 183 of 216 k. Any unrecorded or recorded easements, covenants, conditions, or restrictions affecting the Land, other than those listed in the Preliminary Report or Title Commitment. I. Any use of the property for the production, sale, warehousing or transporting of fresh fruits, vegetables, livestock or poultry (e.g., supermarkets, restaurants, wineries, breweries and meat packing plants). With regard to 8a.-81, except as follows: (If none, please state "none") 9. No proceedings in bankruptcy or receivership have been instituted or filed by, or against, the Affiant or any other property owner currently in title. 10. There are no unpaid taxes, assessments or utility type bills including but not limited to bills for water, sewer, hazardous waste, recycling, storm drain and/or rubbish and there are no liens related to such utilities from or on the Land, with the exception of the following: (If none, please state • none,) 11. There are no financial obligations secured by trust deeds, mortgages, financing statements, vendor's liens, security agreements or otherwise, against the Land, except as set forth in the Preliminary Report, proforma and/or Commitment, and as set forth below: (If none, please state "none") Creditor Approximate Balance 12. There has been no harvesting or production of any oil, gas, geothermal materials or other minerals from or on the Land and there are no oil, gas, geothermal and/or mineral leases, licenses, options, rights of first refusal, and/or contracts to sell, affecting the mineral rights associated with the Land, or other parties currently in possession, of the mineral rights on the Land, except the following: (If none, please state none-) 13. Other than the Affiant, there are no other parties currently in possession of the Land, including but not limited to, any possessory interest associated with the harvesting of any oil, gas, geothermal materials or other minerals, except the following: (If none, please state • none") 14. Affiant has not executed and will not execute any documents or instruments related to the title to, or interest in, the Land prior to the recordation of the documents in this transaction. 15. By signing below, Affiant agrees to cooperate with TITLE and, upon request from TITLE, to promptly provide and/or execute, any corrective or curative information or documentation requested. This is a sworn affidavit and is made for the purpose of inducing TITLE to provide certain insurance coverage to a purchaser and/or lender, and the representations contained herein are material to such insurance coverage. The undersigned hereby indemnifies and holds Stewart Title Guaranty Company and its policy issuing agent identified above harmless from any loss or damage, liability, costs, expenses and attorneys' fees which it may sustain under its policies of title insurance or commitments to the extent any representation contained herein is incorrect. The undersigned understands that TITLE may decide not to provide the requested title insurance despite the information and affirmations contained herein. PLEASE READ, COMPLETE AND RESPOND TO ALL STATEMENTS CONTAINED IN THIS OWNER'S AFFIDAVIT AND INDEMNITY BEFORE SIGNING IN THE PRESENCE OF A NOTARY PUBLIC. THE NOTARY PUBLIC WILL EXECUTE THE ACKNOWLEDGMENT ON THE FOLLOWING PAGE. HOWEVER, IF YOU DO NOT UNDERSTAND OR HAVE ANY QUESTIONS ABOUT THIS AFFIDAVIT, YOU SHOULD SEEK THE ASSISTANCE OF YOUR INDEPENDENT FINANCIAL AND/OR LEGAL ADVISOR BEFORE SIGNING. Order No.: 2661369 Page 2 of 3 Owners Affidavit and Indemnity CA Rev. 9/2021 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 184 of 216 Silverrock Lodging Silverrock Dev Co By: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy, or validity of that document. State of California ) ss. County of ) Subscribed and sworn to (or affirmed) before me on this day of the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Signature _, 20 , by proved to me on Order No.: 2661369 Page 3 of 3 Owners Affidavit and Indemnity CA Rev. 9/2021 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 185 of 216 Updated: August 24, 2023 STEWART INFORMATION SERVICES CORPORATION GRAMM-LEACH BLILEY PRIVACY NOTICE This Stewart Information Services Corporation Privacy Notice ("Notice") explains how we and our affiliates and majority -owned subsidiary companies (collectively, "Stewart," "our," or "we") collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of your information. Pursuant to Title V of the Gramm -Leach Bliley Act ("GLBA") and other Federal and state laws and regulations applicable to financial institutions, consumers have the right to limit some, but not all sharing of their personal information. Please read this Notice carefully to understand how Stewart uses your personal information. The types of personal information Stewart collects, and shares depends on the product or service you have requested. Stewart may collect the following categories of personal and financial information from you throughout your transaction: 1. Identifiers: Real name, alias, online IP address if accessing company websites, email address, account name, unique online identifier, or other similar identifiers. 2. Demographic Information: Marital status, gender, date of birth. 3. Personal Information and Personal Financial Information: Full name, signature, social security number, address, driver's license number, passport number, telephone number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, credit reports, or any other information necessary to complete the transaction. Stewart may collect personal information about you from: 1. Publicly available information from government records. 2. Information we receive directly from you or your agent(s), such as your lender or real estate broker. 3. Information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. Stewart may use your personal information for the following purposes: 1. To provide products and services to you in connection with a transaction. 2. To improve our products and services. 3. To communicate with you about our affiliates', and others' products and services, jointly or independently. Stewart may use or disclose the personal information we collect for one or more of the following purposes: • To fulfill or meet the reason for which the information is provided. • To provide, support, personalize, and develop our website, products, and services. • To create, maintain, customize, and secure your account with Stewart. • To process your requests, purchases, transactions, and payments and prevent transactional fraud. • To prevent and/or process claims. • To assist third party vendors/service providers who complete transactions or perform services on Stewart's behalf pursuant to valid service provider agreements. • As necessary or appropriate to protect the rights, property or safety of Stewart, our customers, or others. • To provide you with support and to respond to your inquiries, including to investigate and address your concerns and monitor and improve our responses. • To help maintain the safety, security, and integrity of our website, products and services, databases and other technology - based assets, and business. • To respond to law enforcement or regulator requests as required by applicable law, court order, or governmental regulations. • Auditing for compliance with federal and state laws, rules, and regulations. • Performing services including maintaining or servicing accounts, providing customer service, processing, or fulfilling orders and transactions, verifying customer information, processing payments. • To evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us is among the assets transferred. File No.: 2661369 Updated 08/24/2023 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 186 of 216 Stewart will not collect additional categories of personal information or use the personal information we collected for materially different, unrelated, or incompatible purposes without providing you notice. Disclosure of Personal Information to Affiliated Companies and Nonaffiliated Third Parties Stewart does not sell your personal information to nonaffiliated third parties. Stewart may share your information with those you have designated as your agent throughout the course of your transaction (for example, your realtor, broker, or a lender). Stewart may disclose your personal information to non-affiliated third -party service providers and vendors to render services to complete your transaction. We share your personal information with the following categories of third parties: • Non-affiliated service providers and vendors we contract with to render specific services (For example, search companies, mobile notaries, and companies providing credit/debit card processing, billing, shipping, repair, customer service, auditing, marketing, etc.) • To enable Stewart to prevent criminal activity, fraud, material misrepresentation, or nondisclosure. • Stewart's affiliated and subsidiary companies. • Parties involved in litigation and attorneys, as required by law. • Financial rating organizations, rating bureaus and trade associations, taxing authorities, if required in the transaction. • Federal and State Regulators, law enforcement and other government entities to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order. The law does not require your prior authorization or consent and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or browsing information with non-affiliated third parties, except as required or permitted by law. Right to Limit Use of Your Personal Information You have the right to opt -out of sharing of your personal information among our affiliates to directly market to you. To opt -out of sharing your information with affiliates for direct marketing, you may send an "opt out" request to OptOut stewart.com, or contact us through other available methods provided under "Contact Information" in this Notice. We do not share your Personal Information with nonaffiliates for their use to directly market to you without your consent. How Stewart Protects Your Personal Information Stewart maintains physical, technical, and administrative safeguards and policies to protect your personal information Contact Information If you have specific questions or comments about this Notice, the ways in which Stewart collects and uses your information described herein, or your choices and rights regarding such use, please do not hesitate to contact us at: Phone: Toll Free at 1-866-571-9270 Email: Privacyreguest(cDstewart.com Postal Address: Stewart Information Services Corporation Attn: Mary Thomas, Chief Compliance and Regulatory Officer 1360 Post Oak Blvd., Ste. 100, MC #14-1 Houston, TX 77056 File No.: 2661369 Updated 08/24/2023 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 187 of 216 Effective Date: January 1, 2020 Updated: August 24, 2023 STEWART INFORMATION SERVICES CORPORATION PRIVACY NOTICE FOR CALIFORNIA RESIDENTS Stewart Information Services Corporation and its affiliates and majority -owned subsidiary companies (collectively, "Stewart," "our," or "we") respect and are committed to protecting your privacy. Pursuant to the California Consumer Privacy Act of 2018 ("CCPA") and the California Privacy Rights Act of 2020 ("CPRA"), we are providing this Privacy Notice ("CCPA Notice"). This CCPA Notice explains how we collect, use, and disclose personal information, when and to whom we disclose such information, and the rights you, as a California resident have regarding your Personal Information. This CCPA Notice supplements the information contained in Stewart's existing privacy notice and applies solely to all visitors, users, consumers, and others who reside in the State of California or are considered California Residents as defined in the CCPA ("consumers" or "you"). All terms defined in the CCPA & CPRA have the same meaning when used in this Notice. Personal and Sensitive Personal Information Stewart Collects Stewart has collected the following categories of personal and sensitive personal information from consumers within the last twelve (12) months: A. Identifiers. A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, Social Security number, driver's license number, passport number, or other similar identifiers. B. Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)). A name, signature, Social Security number, address, telephone number, passport number, driver's license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information. C. Protected classification characteristics under California or federal law. Age, race, color, ancestry, national origin, citizenship, marital status, sex (including gender, gender identity, gender expression), veteran or military status. D. Commercial information. Records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies. E. Internet or other similar network activity. Browsing history, search history, information on a consumer's interaction with a website, application, or advertisement. F. Geolocation data Stewart obtains the categories of personal and sensitive information listed above from the following categories of sources: • Directly and indirectly from customers, their designees, or their agents (For example, realtors, lenders, attorneys, brokers, etc.) • Directly and indirectly from activity on Stewart's website or other applications. • From third parties that interact with Stewart in connection with the services we provide. Use of Personal and Sensitive Personal Information Stewart may use or disclose the personal or sensitive information we collect for one or more of the following purposes: a. To fulfill or meet the reason for which the information is provided. b. To provide, support, personalize, and develop our website, products, and services. c. To create, maintain, customize, and secure your account with Stewart. d. To process your requests, purchases, transactions, and payments and prevent transactional fraud. e. To prevent and/or process claims. f. To assist third party vendors/service providers who complete transactions or perform services on Stewart's behalf pursuant to valid service provider agreements. g. As necessary or appropriate to protect the rights, property or safety of Stewart, our customers, or others. h. To provide you with support and to respond to your inquiries, including to investigate and address your concerns and monitor and improve our responses. I. To personalize your website experience and to deliver content and product and service offerings relevant to your interests, including targeted offers and ads through our website, third -party sites, and via email or text message (with your consent, where required by law). j. To help maintain the safety, security, and integrity of our website, products and services, databases and other technology -based assets, and business. k. To respond to law enforcement or regulator requests as required by applicable law, court order, or govemmental regulations. I. Auditing for compliance with federal and state laws, rules, and regulations. m. Performing services including maintaining or servicing accounts, providing customer service, processing, or fulfilling orders and transactions, verifying customer information, processing payments, providing advertising or marketing services or other similar services. n. To evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us is among the assets transferred. File No.: 2661369 Updated 08/24/2023 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 188 of 216 Stewart will not collect additional categories of personal or sensitive information or use the personal or sensitive information we collected for materially different, unrelated, or incompatible purposes without providing you notice. Disclosure of Personal Information to Affiliated Companies and Nonaffiliated Third Parties Stewart does not sell your personal information to nonaffiliated third parties. Stewart may share your information with those you have designated as your agent throughout the course of your transaction (for example, a realtor, broker, or a lender). We share your personal information with the following categories of third parties: a. Service providers and vendors we contract with to render specific services (For example, search companies, mobile notaries, and companies providing credit/debit card processing, billing, shipping, repair, customer service, auditing, marketing, etc.) b. Affiliated Companies. c. Parties involved in litigation and attorneys, as required by law. d. Financial rating organizations, rating bureaus and trade associations. e. Federal and State Regulators, law enforcement and other government entities In the preceding twelve (12) months, Stewart has disclosed the following categories of personal information: Category A: Identifiers Category B: California Customer Records personal information categories Category C: Protected classification characteristics under California or federal law Category D: Commercial Information Category E: Internet or other similar network activity Category F: Non-public education information A. Your Consumer Rights and Choices Under CCPA and CPRA The CCPA and CPRA provide consumers (California residents as defined in the CCPA) with specific rights regarding their personal information. This section describes your rights and explains how to exercise those rights. I. Access to Specific Information and Data Portability Rights You have the right to request that Stewart disclose certain information to you about our collection and use of your personal information over the past 12 months. Once we receive and confirm your verifiable consumer request, Stewart will disclose to you: • The categories of personal information Stewart collected about you. • The categories of sources for the personal information Stewart collected about you. • Stewart's business or commercial purpose for collecting that personal information. • The categories of third parties with whom Stewart shares that personal information. • The specific pieces of personal information Stewart collected about you (also called a data portability request). • If Stewart disclosed your personal data for a business purpose, a listing identifying the personal information categories that each category of recipient obtained. H. Deletion Request Rights You have the right to request that Stewart delete any personal information we collected from you and retained, subject to certain exceptions. Once we receive and confirm your verifiable consumer request, Stewart will delete (and direct our service providers to delete) your personal information from our records, unless an exception applies. Stewart may deny your deletion request if retaining the information is necessary for us or our service providers to: 1. Complete the transaction for which we collected the personal information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you. 2. Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities. 3. Debug products to identify and repair errors that impair existing intended functionality. 4. Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law. 5. Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 seq.). 6. Engage in public or peer -reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information's deletion may likely render impossible or seriously impair the research's achievement, if you previously provided informed consent. 7. Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us. 8. Comply with a legal obligation. 9. Make other internal and lawful uses of that information that are compatible with the context in which you provided it. iii. Opt -Out of Information Sharing and Selling Stewart does not share or sell information to third parties, as the terms are defined under the CCPA and CPRA. Stewart only shares your personal information as commercially necessary and in accordance with this CCPA Notice. iv. Correction of Inaccurate Information You have the right to request that Stewart correct any inaccurate information maintained about. File No.: 2661369 Updated 08/24/2023 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 189 of 216 V. Limit the Use of Sensitive Personal Information You have the right to limit how your sensitive personal information, as defined in the CCPA and CPRA is disclosed or shared with third parties. Exercising Your Rights Under CCPA and CPRA If you have questions or comments about this notice, the ways in which Stewart collects and uses your information described herein, your choices and rights regarding such use, or wish to exercise your rights under California law, please submit a verifiable consumer request to us by the available means provided below: 1. Emailing us at OptOut(cDstewart.com; or 2. Visiting https://www.stewart.com/en/quick-links/ccpa-reguest.htmI Only you, or someone legally authorized to act on your behalf, may make a verifiable consumer request related to your personal information. You may also make a verifiable consumer request on behalf of your minor child, if applicable. To designate an authorized agent, please contact Stewart through one of the methods mentioned above. You may only make a verifiable consumer request for access or data portability twice within a 12-month period. The verifiable consumer request must: • Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative. • Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it. Stewart cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. Making a verifiable consumer request does not require you to create an account with Stewart. Response Timing and Format We endeavor to respond to a verifiable consumer request within forty-five (45) days of its receipt. If we require more time (up to an additional 45 days), we will inform you of the reason and extension period in writing. A written response will be delivered by mail or electronically, at your option. Any disclosures we provide will only cover the 12-month period preceding the verifiable consumer request's receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable. Stewart does not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request. Non -Discrimination Stewart will not discriminate against you for exercising any of your CCPA rights. Unless permitted by the CCPA, we will not: • Deny you goods or services. • Charge you a different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties. • Provide you a different level or quality of goods or services. • Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services. Record Retention Your personal information will not be kept for longer than is necessary for the business purpose for which it is collected and processed. We will retain your personal information and records based on established record retention policies pursuant to California law and in compliance with all federal and state retention obligations. Additionally, we will retain your personal information to comply with applicable laws, regulations, and legal processes (such as responding to subpoenas or court orders), and to respond to legal claims, resolve disputes, and comply with legal or regulatory recordkeeping requirements. Changes to This CCPA Notice Stewart reserves the right to amend this CCPA Notice at our discretion and at any time. When we make changes to this CCPA Notice, we will post the updated Notice on Stewart's website and update the Notice's effective date. Link to Privacy Notice https://wsvw.stewart.com/en/privacy.html Contact Information Stewart Information Services Corporation Attn: Mary Thomas, Chief Compliance and Regulatory Officer 1360 Post Oak Blvd., Ste. 100, MC #14-1 Houston, TX 77056 File No.: 2661369 Updated 08/24/2023 Copumenm pr,W W by b MTee LLC via ka proprietary imaging and delNery ayalem. LapyrigM1l IOW. All rIbh. reeaME ' Iasp - 7- 621?'2- 'Filed 08/15/25 Page 190 of 216 ION = II z rn -y e"'�" •� `�`[ ��a. .. ,. .. ,, a,xaxtm�F x I ma5a50-_rcr^ccc -.I---' -"`! ��+- L-_---.- - - 1S` _ - �Emzz — oz,,zz-, NOS283�c13(' N atld i\� - - - + - -� aad e - - - - - - scEEg --L61B=r irzg�, cgt-�. 4 - - - - - - - - - - - - - _ % I ^ a Lij a a 1� JT a W a x b Lazzspg ° `sa A, I N (O �.•,.% � as 00 CIOr as OQ Sa LL Ow r- Om O m a aaa.r V y i a r a °r 99'El a m s°"o. r 1 a r hb ry� n O�Q w°�Fa3 Cg'>g0 E[2tE lYd Ma�_ ^ a ci n N KJ -z----------- - - ---" -- - - /mmO ¢ Oa¢ o— ss� a m1O � e m Jmt "JLn m ! Oma„m w aw a cm co / I o6 ^ E'zsl � e a CO a<ga} � E �� • i mOwOa J m m ge<ea) a s qb 1z ay n Lem. e I sz n ° z l 'IX u sz eyprl o ^ a a °a mf 4.i' m O N v s < a 8 4 v W' u om coo n i a . ^.esAz $w �e<2LeLB °m � N as W 0� ac = ,LZO-OZO tlal O ¢mw ¢ EY l-OZO Val mao •',.•A•"�� y„p^' .�-� (>a sg,} J � °1zsr � � geso �`" a a� Om i O o ! t v [. 1 E° `�} 5011 tE 20x5T BO'lll <YOgI 20g M1� `0 s h } r wo z LLf�J oaN iX cm'o a ao m w. z e m Ln moo / ��: ,1�. Jj« Oa u� mi O .� aim y"'t t` 00 O� a U� i awr Om F3 y. as Ln q z aU < 3wo °nY m R' \ �F m m E 2 E Ir -s I am Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 191 of 216 EXHIBIT C GRANT DEED RECORDING REQUESTED BY: TBE RE Acquisition Co II LLC, a Delaware limited liability company AND WHEN RECORDED MAIL THIS DEED AND, UNLESS OTHERWISE SHOWN BELOW, MAIL TAX STATEMENT TO: 1 Bryant Park, Suite 200 New York, New York 10018 Attention: General Counsel and Michael Gazzano SPACE ABOVE THIS LINE FOR RECORDER'S USE APNs: See Legal Description on Exhibit A attached GRANT DEED THE UNDERSIGNED GRANTOR DECLARES: DOCUMENTARY TRANSFER TAX $ CITY TAX $ Computed on full value of property conveyed; OR Computed on full value less value of liens or encumbrances remaining at time of sale. Unincorporated Area X City of La Qunita, and Exempt from Affordable Housing and Jobs Act fee per GC27388.1 due to N/A PURSUANT TO UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE SALE ORDER FILED , 2025 IN CHAPTER 11 CASE NO.: 24-11647 (MFW) FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, RGC PA 789, LLC, a Delaware limited liability company as to Parcels 2 and 3, and an undivided 57.2% interest in Parcel 1, SilverRock Development Company, LLC, a Delaware limited liability company as to Parcels 4, 5, 6, 7, 8, 9A, 9B, 12 and 13, and SilverRock Land II, LLC a Delaware limited liability company as to an undivided 42.8% interest in Parcel 1 hereby GRANT(S) to TBE RE Acquisition Co II LLC, a Delaware limited liability company EXHIBIT B-1 and B-2 PERSONAL1619493107.1 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 192 of 216 the following described real property in the City of La Quinta, County of Riverside, State of California: SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF. Dated: .2025 RGC PA 789, LLC, a Delaware limited liability company By: Name: Douglas P. Wilson Title: CRO By: Name: Christopher Sontchi Title: Independent Manager SilverRock Development Company, LLC a Delaware limited liability company By: Name: Douglas P. Wilson Title: CRO By: Name: Christopher Sontchi Title: Independent Manager [SIGNATURES CONTINUED ON FOLLOWING PAGE] EXHIBIT B-1 and B-2 PERSONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 193 of 216 SilverRock Land II, LLC a Delaware limited liability company By: Name: Cassidy Jahn Traub Title: Manager By: Name: Cassidy Jahn Traub, as co -trustee of the Traub Family Revocable Trust dated June 22, 2015 Title: Member By: Name: Priscilla Suzan Traub, as co -trustee of the Traub Family Revocable Trust dated June 22, 2015 Title: Member EXHIBIT B-1 and B-2 PERSONAL1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 194 of 216 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF SAN DIEGO On , 2025, before me, Notary Public, personally appeared Douglas P. Wilson who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public (NOTARY PUBLIC SEAL) EXHIBIT B-1 and B-2 PERSONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 195of216 State of Delaware County of This instrument was acknowledged before me on Sontchi (Name(s) of individual(s)) as as officer or trustee) of behalf of whom the instrument was executed). (Seal, if any) (Date) by Christopher (type of authority, such _ (name of party on Signature of notarial officer Title (and Rank) My commission expires: EXHIBIT B-1 and B-2 PERSONAU1619493107.1 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 196 of 216 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF SAN DIEGO On 2025, before me, Notary Public, personally appeared Cassidy Jahn Traub who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public (NOTARY PUBLIC SEAL) EXHIBIT B-1 and B-2 PERSONAL1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 197 of 216 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF SAN DIEGO On 3 2025, before me, , Notary Public, personally appeared Priscilla Suzan Traub who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public (NOTARY PUBLIC SEAL) EXHIBIT B-1 and B-2 PERSONALU 619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 198 of 216 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Riverside, City of La Quinta and described as follows: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO.2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IAAND 1B 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 AND 18 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IAAND I PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-083 EXHIBIT C — Page 4 PERSONAL1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 199 of 216 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242. PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO.2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 1A AND 1B 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 AND 113 PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1AAND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE IAAND 1B PROPERTY IN SUCH A MANNERAS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IAAND IB PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-04639505 BOTH OF OFFICIAL RECORDS. APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BYA MAP FILED IN BOOK 242. PAGES 72 TIIROUGII 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM 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 AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE EXHIBIT C — Page 4 PERSONAL1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 200 of 216 THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE I AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE IAAND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IAAND I PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 PARCEL 4: THAT PORTION OF PARCELS 4 AND 18 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BYAMAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: LOT "C" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT DEED RECORDED JULY 15, 2021 AS INSTRUMENT NO. 20210426711 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IAAND 1B 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 AAND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1AAND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.2017-0463950, BOTH OF OFFICIAL RECORDS. APNS 777-490-058, 777-490-063, 777-490-064, 777-490-065 AND 777-490-066 (OLD APN-S EXHIBIT C — Page 4 PERSONALU 619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 201 of 216 PORTION OF 777-490-041 and 777-490-051) PARCEL 5: THAT PORTION OF PARCELS 3 AND 4 OF PARCEL MAP NO.37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK. 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: LOT "B" OF LOT LINE ADJUSTMENT NO.2020-0010, AS DISCLOSED BY GRANT DEED RECORDED JULY 16, 2021 AS INSTRUMENT NO. 20210428 1. 13 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 AND 113 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1AAND 113 PROPERTY IN SUCHAMANNERAS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND I PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-490-037, 777-490-057, 777-490-059 AND 777-490-068 (OLD APN-S PORTION OF 777-490-040 AND 777-490-041) PARCEL 6: PARCEL 5 OF PARCEL MAP NO. 37207 AS SHOWN BY A MAP ON FILE IN BOOK 242 OF PARCEL MAPS, PAGES 72 THROUGH 87, INCLUSIVE, TOGETHER WITH PORTIONS OF PARCELS A AND B OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" OF LOT LINE ADJUSTMENT NO.2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. EXHIBIT C — Page 4 PERSONAL\1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 202 of 216 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING FROM PARCEL 5 ABOVE, 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 lA AND 1B 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 AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IAAND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE IAAND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-042, 777-490-076 AND PORTIONS OF 777-490-072 AND 777-490-073 ( OLD APN'S PORTION of 777-490-043 and 777-490-044) PARCEL 7: PORTIONS OF PARCELS A THROUGH C, INCLUSIVE, OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021- 0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO.2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-01.28115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA AND EXHIBIT C — Page 4 PERSONAL\ 1619493107.1 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 203 of 216 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE IAAND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IAAND I PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-074 AND PORTIONS OF 777-490-072, 777-490-073, 777-490-075, 777- 490- 077, 777-490-079 AND 777-490-080 (OLD APN'S PORTION 777-490-043, 777-490-044 AND 777-490-045) PARCEL 8: THAT PORTION OF PARCELS 9,10,11 AND 19 OF PARCEL MAP NO.37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242. PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" OF LOT LINE ADJUSTMENT NO.2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0500015 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 113 PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IAAND 113 PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE IAAND 113 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IAAND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.2017-0463950 BOTH OF OFFICIAL RECORDS. APN: 777-490-046, 777-490-071, 777-060-082, AND 777-060-084 (OLD APNS 777-490- 052,777-060-076 and 777-060-077) EXHIBIT C — Page 4 PERSONAL1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 204 of 216 EXHIBIT C — Page 4 PERSONAL\1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 205 of 216 I Vwlj Dim Mil PORTIONS OF PARCELS B AND C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO.2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 AND 1B 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 AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA AND 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 IAAND 113 PROPERTY IN SUCH A MANNERAS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 113 PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 201.8-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-075, 777-490-077, 777-490-078, 777-490-079 AND 777-490- 080 (OLD APNS PORTION of 777-490-044 AND 777-490-045) PARCEL 9B PORTIONS OF PARCEL C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "D" OF LOT LINE ADJUSTMENT NO.2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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, EXHIBIT C — Page 4 PERSONAL1619493107.1 Case 24-11647-MF-W Doc 621-2 Filed 08/15/25 Page 206 of 216 THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B 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 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1AAND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE IAAND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-04639503 BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-079 (OLD APN PORTION 777-490-045) PARCEL 10: INTENTIONALLY DELETED. PARCEL 11: INTENTIONALLY DELETED. PARCEL 12: LOTS 1 THROUGH 29 AND LOTS A THROUGH L, OF TRACT NO. 3 773 0, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA EXHIBIT C — Page 4 PERSONAL\1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 207 of 216 MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 201.7-0463950 OF OFFICIAL RECORDS. APN: 777-510-001 THRU 023; 777-510-025; 777-520-001 THRU 018 PARCEL 13: PARCELS E, F AND G OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED FOR RECORD MAY 3, 2017 IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING 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 AND 113 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 AND 113 PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IAAND 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 IAAND 113 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 113 PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674, OF OFFICIAL RECORDS. APN: 777-490-053, 777-490-054, 777-490-055 EXHIBIT C — Page 4 PERSONALU 619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 208 of 216 EXHIBIT D ASSIGNMENT AND ASSUMPTION OF PERMITS This Assignment and Assumption of Permits ("Assignment"), is entered into as of , 2025 (the "Effective Date"), is made by and between SilverRock Land II, LLC, a Delaware limited liability company, RGC PA 789, LLC, a Delaware limited liability company, and SilverRock Development Company, LLC, a Delaware limited liability company (collectively, "Assi nor"), and ("Assignee"). A. Assignor and Assignee entered into that certain Purchase and Sale Agreement and Joint Escrow instructions dated , 2025 (the "Purchase Agreement") relating to certain real property located in the City of La Qunita, County of Riverside, California described in Exhibit A to the Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. B. This Assignment is being made pursuant to the terms of the Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Assi nment. Pursuant and subject to the terms of the Purchase Agreement, Assignor hereby grants, assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title, interest, benefits and privileges, if any, in and to the Permits set forth on Exhibit 1 hereto, and Assignee hereby accepts such assignment. 2. Assumption of Obligations. By acceptance of this Assignment, Assignee hereby assumes and agrees to perform and to be bound by all of the obligations and liabilities of Assignor, and all of the other terms, covenants and conditions imposed upon or assumed by Assignor, under the Permits. 3. Indemnity. Assignee shall indemnify, defend and hold Assignor harmless from and against any claims, damages, losses, liabilities, costs and expenses, including without limitation attorneys' fees arising as a result of Assignee's failure to perform the Assignor's obligations under the Permits arising, accruing or owing after the Effective Date. 4. Successors. This Assignment shall be binding on and inure to the benefit of the parties hereto and their respective successors in interest, and assigns. 5. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 6. Amendment. This Assignment may not be amended or altered except by a written instrument executed by Assignor and Assignee. EXHIBIT D — Page 1 PERSONALU 619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 209 of 216 7. Further Assurances. Whenever requested to do so by the other party, each party shall take such acts and/or deliver such further instruments or documents that are reasonably necessary to carry out the intent and purposes of this Assignment. 8. Governing Law and Severability. This Assignment shall be governed and construed in accordance with California law. Nothing contained herein shall be construed so as to require the commission of any acts contrary to law, and wherever any provisions of this Assignment are invalid or there is a conflict between any provisions of this Assignment and any present or future statute, law, ordinance or regulation, such provisions shall (i) be curtailed, limited and/or deemed not to be a part of this Assignment only to the extent necessary to make it comply with such statute, law, ordinance or regulation, and (ii) not affect the validity or enforceability of the remaining provisions. 9. Entire Agreement. This Assignment and the Purchase Agreement represent the entire agreement between the parties with respect to the subject matter set forth above, and supersede all previous oral and written agreements, communications, representations or commitments. 10. Terms of the Purchase Agreement. Nothing in this Assignment shall be deemed to modify any of the terms or conditions of the Purchase Agreement. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and terms hereof, the terms of the Purchase Agreement shall govern. Assignor's obligations hereunder are subject to the terms of Sections 6.1, and 6_2 of the Purchase Agreement. 11. Attorneys' Fees. If either party commences or is made a party to any action or proceeding to enforce or interpret this Assignment, the prevailing party in such action or proceeding shall be entitled to recover from the other party all attorneys' fees, costs and expenses incurred in connection with such action or proceeding or any appeal or enforcement of any judgment obtained in any such action or proceeding. Sellers: Buyer: RGC PA 789, LLC, a Delaware limited liability company By: Name: Title: SilverRock Development Company, LLC a Delaware limited liability company By: Name: Title: EXHIBIT D — Page 2 PERSONAL\ 1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 210 of 216 Exhibit 1 to Assignment of Permits [INSERT LIST HERE] 8.3.3-3 PERSONAL\ 1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 211 of 216 EXHIBIT E 8.3.3-4 PERSONAL\1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 212 of 216 FORM OF BILL OF SALE BILL OF SALE THIS BILL OF SALE (this "Bill of Sale") is executed as of the [ day of 20�, by ("Seller(s)"), in favor of (`Buyer"), pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated [ , 20 1 ("Purchase Agreement") entered into between Seller and Buyer relating to the real property located in the City of , County of , California (the "Property"), more particularly described in Exhibit A to the Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. For good and valuable consideration received by Seller, the receipt and sufficiency of which are hereby acknowledged, Seller hereby sells, assigns and transfers to Buyer Seller's interest, if any, in the personal property listed on Exhibit 1 attached hereto, (the "Personal Property"). Seller makes no warranties or representations as to the Personal Property. The Personal Property is transferred "AS IS", with any and all faults, defects and deficiencies, and ALL WARRANTIES OF QUALITY, FITNESS AND MERCHANTABILITY ARE HEREBY EXCLUDED. The entire risk of the quality and performance of the Personal Property is with Buyer. Nothing in this Bill of Sale shall be deemed to modify any of the terms or conditions of the Purchase Agreement. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and terms hereof, the terms of the Purchase Agreement shall govern. Seller's obligations hereunder are subject to the terms of Sections 6.1 and 6.2 of the Purchase Agreement. SELLER(S): 8.3.3-5 PERS ONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 213 of 216 Exhibit 1 [insert list of Personal Property] 8.3.3-6 PERSONAU1619493107.1 Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 214 of 216 EXHIBIT 2 filed with Motion) Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 215 of 216 EXHIBIT 3 filed with Motion) Case 24-11647-MFW Doc 621-2 Filed 08/15/25 Page 216 of 216 EXHIBIT 4 Form of Grant Deed filed with Motion) Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 1 of 18 EXHIBIT B Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 2 of 18 Purported Lienholder AffectedParcel(s) Asserted Amount 363(f) Basis Recording Date Document Number City of La Quinta Lot B of LLA 2020- $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot B of LLA 2020- $40,000,000 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Granite Construction Company Lot B of LLA 2020- $4,222,182.03 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 9/29/2022 (foreclosure by senior liens including tax liens and 2022-0411618 priming DIP liens of City of La Quinta on same parcel). 2022-0511834 2023-0010435 2023-0037999 Cypress Point Holdings Lot B of LLA 2020- $31,464,425.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 11/30/2022 (foreclosure by senior liens including tax liens and 2022-0486431 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot B of LLA 2020- $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot C of LLA 2020- $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot C of LLA 2020- $40 million 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Granite Construction Company Lot C of LLA 2020- $4,222,182.03 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 9/29/2022 (foreclosure by senior liens including tax liens and 2022-0411618 priming DIP liens of City of La Quinta on same parcel). 2022-0511834 2023-0010435 2023-0037999 Cypress Point Holdings Lot C of LLA 2020- $31,464,425.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 11/30/2022 (foreclosure by senior liens including tax liens and 2022-0486431 priming DIP liens of City of La Quinta on same parcel). R.D. Olson Construction, Inc. Lot C of LLA 2020- $5,202,611.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 12/19/2022 (foreclosure by senior liens including tax liens and 2022-0506680 priming DIP liens of City of La Quinta on same parcel). 2023-0089714 Case 24-11647-MF-W Doc 621-3 Filed 08/15/25 Page 3 of 18 R.D. Olson Construction, Inc. Lot C of LLA 2020- $3,533,246.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 12/19/2022 (foreclosure by senior liens including tax liens and 2022-0506681 priming DIP liens of City of La Quinta on same parcel). 2023-0089713 Rowan Electric Lot C of LLA 2020- $1,270,866.49 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 1/13/2023 (foreclosure by senior liens including tax liens and 2023-0010825 priming DIP liens of City of La Quinta on same parcel). 2023-0116365 White's Steel Lot C of LLA 2020- $8,098.90 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 3/8/2023 (foreclosure by senior liens including tax liens and 2023-0066291 priming DIP liens of City of La Quinta on same parcel). 2023-0148904 White's Steel Lot C of LLA 2020- $104,607.78 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 3/8/2023 (foreclosure by senior liens including tax liens and 2023-0066292 priming DIP liens of City of La Quinta on same parcel). 2023-0094797 2023-0148904 Rowan Electric Lot C of LLA 2020- $241,800.90 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 2/28/2023 (foreclosure by senior liens including tax liens and 2024-0055342 priming DIP liens of City of La Quinta on same parcel). 2023-0085117 2024-0128788 City of La Quinta Lot C of LLA 2020- $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 0010 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Parcel A of LLA $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Parcel A of LLA $40 million 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Granite Construction Company Parcel A of LLA $4,222,182.03 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 9/29/2022 (foreclosure by senior liens including tax liens and 2022-0411618 priming DIP liens of City of La Quinta on same parcel). 2022-0511834 2023-0010435 2023-0037999 Cypress Point Holdings Parcel A of LLA $31,464,425.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 11/30/2022 (foreclosure by senior liens including tax liens and 2022-0486431 priming DIP liens of City of La Quinta on same parcel). Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 4 of 18 R.D. Olson Construction, Inc. Parcel A of LLA $8,885,335.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 12/19/2022 (foreclosure by senior liens including tax liens and 2022-0506682 priming DIP liens of City of La Quinta on same parcel). 2023-0089715 White's Steel Parcel A of LLA $247,892.64 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 3/8/2023 (foreclosure by senior liens including tax liens and 2023-0066293 priming DIP liens of City of La Quinta on same parcel). 2023-0094798 2023-0148904 Poppy Bank Parcel B of LLA $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(0(5) 2023-0003 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Granite Construction Company Parcel B of LLA $4,222,182.03 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 9/29/2022 (foreclosure by senior liens including tax liens and 2022-0411618 priming DIP liens of City of La Quinta on same parcel). 2022-0511834 2023-0010435 2023-0037999 Cypress Point Holdings Parcel B of LLA $31,464,425.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 11/30/2022 (foreclosure by senior liens including tax liens and 2022-0486431 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Parcel B of LLA $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Parcel C of LLA $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Parcel C of LLA $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Granite Construction Company Parcel C of LLA $4,222,182.03 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 9/29/2022 (foreclosure by senior liens including tax liens and 2022-0411618 priming DIP liens of City of La Quinta on same parcel). 2022-0511834 2023-0010435 2023-0037999 Cypress Point Holdings Parcel C of LLA $31,464,425.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 11/30/2022 (foreclosure by senior liens including tax liens and 2022-0486431 priming DIP liens of City of La Quinta on same parcel). Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 5 of 18 RD Olson Construction, Inc. Parcel C of LLA $1,972,112.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 12/28/2022 (foreclosure by senior liens including tax liens and 2022-0515211 priming DIP liens of City of La Quinta on same parcel). 2023-0089716 Rowan Electric Parcel C of LLA $104,811.08 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 1/13/2023 (foreclosure by senior liens including tax liens and 2023-0010629 priming DIP liens of City of La Quinta on same parcel). 2023-0116366 Rowan Electric Parcel C of LLA $1,443,219.41 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 1/13/2023 (foreclosure by senior liens including tax liens and 2023-0010644 priming DIP liens of City of La Quinta on same parcel). 2023-0116367 City of La Quinta Parcel C of LLA $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 437 liens and tax liens on same parcel). City of La Quinta Parcel D of LLA $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Parcel D of LLA $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Granite Construction Company Parcel D of LLA $4,222,182.03 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 9/29/2022 (foreclosure by senior liens including tax liens and 2022-0411618 priming DIP liens of City of La Quinta on same parcel). 2022-0511834 2023-0010435 2023-0037999 Cypress Point Holdings Parcel D of LLA $31,464,425.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 11/30/2022 (foreclosure by senior liens including tax liens and 2022-0486431 priming DIP liens of City of La Quinta on same parcel). RD Olson Construction, Inc. Parcel D of LLA $1,972,112.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 12/28/2022 (foreclosure by senior liens including tax liens and 2022-0515211 priming DIP liens of City of La Quinta on same parcel). 2023-0089716 Rowan Electric Parcel D of LLA $104,811.08 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 1/13/2023 (foreclosure by senior liens including tax liens and 2023-0010629 priming DIP liens of City of La Quinta on same parcel). 2023-0116366 Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 6 of 18 Rowan Electric Parcel D of LLA -$1,443,219.41 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 1/13/2023 (foreclosure by senior liens including tax liens and 2023-0010644 priming DIP liens of City of La Quinta on same parcel). 2023-0116367 City of La Quinta Parcel D of LLA $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2023-0003 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Parcel A of LLA $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Parcel A of LLA $4,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Granite Construction Company Parcel A of LLA $4,222,182.03 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 9/29/2022 (foreclosure by senior liens including tax liens and 2022-0411618 priming DIP liens of City of La Quinta on same parcel). 2022-0511834 2023-0010435 2023-0037999 Cypress Point Holdings Parcel A of LLA $31,464,425.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 11/30/2022 (foreclosure by senior liens including tax liens and 2022-0486431 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Parcel A of LLA $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Parcel B of LLA $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). RAF Pacifica Loan Opp Fund I as to Parcel B of LLA $12,500,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 50%/Arnold Fishman Rev. Trust as to 2020-0007 10/13/23 (foreclosure by senior liens including tax liens and 50% ("Keillor") DOT 2023-0302967 priming DIP liens of City of La Quinta on same parcel). 10/13/23 DOT 2023-0302968 City of La Quinta Parcel B of LLA $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Parcel C of LLA $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 7 of 18 SilverRock Resort Inv. LLC Parcel C of LLA $12,500,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 10/13/23 (foreclosure by senior liens including tax liens and DOT 2023-0208822 priming DIP liens of City of La Quinta on same parcel). SilverRock Resort Inv. LLC Parcel C of LLA $17,500,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 10/13/23 (foreclosure by senior liens including tax liens and DOT 2023-0208823 priming DIP liens of City of La Quinta on same parcel). RAF Pacifica Loan Opp Fund I as to Parcel C of LLA $12,500,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 50%/Arnold Fishman Rev. Trust as to 2020-0007 10/13/23 (foreclosure by senior liens including tax liens and 50% ("Keillor") DOT 2023-0302967 priming DIP liens of City of La Quinta on same parcel). 10/13/23 DOT 2023-0302968 City of La Quinta Parcel C of LLA $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 2020-0007 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Parcel 12 of Parcel $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 37207 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 437 parcel). SilverRock Resort Inv. LLC Parcel 12 of Parcel $12,500,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 37207 10/13/23 (foreclosure by senior liens including tax liens and DOT 2023-0208822 priming DIP liens of City of La Quinta on same parcel). SilverRock Resort Inv. LLC Parcel 12 of Parcel $17,500,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 37207 10/13/23DOT 2023-0208823 (foreclosure by senior liens including tax liens and priming DIP liens of City of La Quinta on same parcel). RAF Pacifica Loan Opp Fund I as to Parcel 12 of Parcel $12,500,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 50%/Arnold Fishman Rev. Trust as to Map 37207 10/13/23 (foreclosure by senior liens including tax liens and 50% ("Keillor") DOT 2023-0302967 priming DIP liens of City of La Quinta on same parcel). 10/13/23 DOT 2023-0302968 City of La Quinta Parcel 12 of Parcel $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 37207 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 8 of 18 City of La Quinta Lot 1 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 1 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot I of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 2 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 437 parcel). Const. Loan Serv. 11 LLC (Builders Lot 2 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 2 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 3 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 3 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 3 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 4 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 4 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 4 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 5 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 437 parcel). Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 9 of 18 Const. Loan Serv. II LLC (Builders Lot 5 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 5 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 6 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 437 parcel). Poppy Bank Lot 6 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 6 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). Ultimate Communication Systems Lot 6 of Tract Map $72,298.25 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/30/2024 (foreclosure by senior liens including tax liens and 2024-0125331 priming DIP liens of City of La Quinta on same parcel). 2024-0187091 City of La Quinta Lot 6 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 7 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 7 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 7 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). Ultimate Communication Systems Lot 7 of Tract Map $72,298.25 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/30/2024 (foreclosure by senior liens including tax liens and 2024-0125331 priming DIP liens of City of La Quinta on same parcel). 2024-0187091 City of La Quinta Lot 7 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 10 of 18 City of La Quinta Lot 8 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 8 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. 11 LLC (Builders Lot 8 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). Ultimate Communication Systems Lot 8 of Tract Map $72,298.25 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/30/2024 (foreclosure by senior liens including tax liens and 2024-0125331 priming DIP liens of City of La Quinta on same parcel). 2024-0187091 City of La Quinta Lot 8 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 437 liens and tax liens on same parcel). City of La Quinta Lot 9 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 437 parcel). Const. Loan Serv. II LLC (Builders Lot 9 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 9 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 10 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 10 of Tract Map $14,412,133.45 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482683 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 10 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 11 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 437 parcel). Case 24-11647-MF-W Doc 621-3 Filed 08/15/25 Page 11 of 18 Const. Loan Serv. II LLC (Builders Lot 11 of Tract Map $14,412,133.45 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482683 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 11 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 12 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 12 of Tract Map $14,412,133.45 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482683 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 12 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 13 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 13 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 13 of Tract Map $16,680,383.94 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482451 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 13 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 14 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 14 of Tract Map $16,680,383.94 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482451 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 14 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 15 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). IN Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 12 of 18 Const. Loan Serv. II LLC (Builders Lot 15 of Tract Map $14,412,133.45 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482683 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 15 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 437 liens and tax liens on same parcel). City of La Quinta Lot 16 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 16 of Tract Map $14,412,133.45 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482683 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 16 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 17 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 17 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 pnmmg DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 17 of Tract Map $16,680,383.94 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including DIP liens of City 2022-0482451 of La Quinta $7 million on same parcel). City of La Quinta Lot 17 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 18 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 437 parcel). Const. Loan Serv. II LLC (Builders Lot 18 of Tract Map $14,412,133.45 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482683 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 18 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 19 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 437 parcel). 11 Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 13 of 18 Const. Loan Serv. II LLC (Builders Lot 19 of Tract Map $16,680,383.94 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482451 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 19 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 20 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 437 parcel). Poppy Bank Lot 20 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 20 of Tract Map $16,680,383.94 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482451 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 20 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 21 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 21 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 21 of Tract Map $16,680,383.94 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482451 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 21 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 22 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 22 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 22 of Tract Map $14,412,133.45 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482683 priming DIP liens of City of La Quinta on same parcel). 12 Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 14 of 18 Teserra Lot 22 of Tract Map $55,597.50 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/18/2024 (foreclosure by senior liens including tax liens and 2024-0113591 priming DIP liens of City of La Quinta on same parcel). 2024-0155147 Ultimate Communication Systems Lot 22 of Tract Map $72,298.25 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/30/2024 (foreclosure by senior liens including tax liens and 2024-0125331 priming DIP liens of City of La Quinta on same parcel). 2024-0187091 City of La Quinta Lot 22 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 437 liens and tax liens on same parcel). City of La Quints Lot 23 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 23 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 23 of Tract Map $14,412,133.45 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482683 priming DIP liens of City of La Quinta, on same parcel). Teserra Lot 23 of Tract Map $55,597.50 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/18/2024 (foreclosure by senior liens including tax liens and 2024-0113591 priming DIP liens of City of La Quinta on same parcel). 2024-0155147 Ultimate Communication Systems Lot 23 of Tract Map $72,298.25 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/30/2024 (foreclosure by senior liens including tax liens and 2024-0125331 priming DIP liens of City of La Quinta on same parcel). 2024-0187091 City of La Quinta Lot 23 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 24 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 24 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(0(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 24 of Tract Map $14,412,133.45 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482683 priming DIP liens of City of La Quinta on same parcel). 13 Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 15 of 18 Teserra Lot 24 of Tract Map $55,597.50 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/18/2024 (foreclosure by senior liens including tax liens and 2024-0113591 priming DIP liens of City of La Quinta on same parcel). 2024-0155147 Ultimate Communication Systems Lot 24 of Tract Map $72,298.25 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/30/2024 (foreclosure by senior liens including tax liens and 2024-0125331 priming DIP liens of City of La Quinta on same parcel). 2024-0187091 City of La Quinta Lot 24 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 25 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 25 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 25 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on sameparcel). Teserra Lot 25 of Tract Map $52,636.50 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/18/2024 (foreclosure by senior liens including tax liens and 2024-0113592 priming DIP liens of City of La Quinta on same parcel). 2024-0155149 Ultimate Communication Systems Lot 25 of Tract Map $72,298.25 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/30/2024 (foreclosure by senior liens including tax liens and 2024-0125331 priming DIP liens of City of La Quinta on same parcel). 2024-0187091 City of La Quinta Lot 25 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 26 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Lot 26 of Tract Map $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Const. Loan Serv. II LLC (Builders Lot 26 of Tract Map $17,057,896.23 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482949 priming DIP liens of City of La Quinta on same parcel). 14 Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 16 of 18 Teserra Lot 26 of Tract Map $52,636.50 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/18/2024 (foreclosure by senior liens including tax liens and 2024-0113592 priming DIP liens of City of La Quinta on same parcel). 2024-0155149 Ultimate Communication Systems Lot 26 of Tract Map $72,298.25 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 4/30/2024 (foreclosure by senior liens including tax liens and 2024-0125331 priming DIP liens of City of La Quinta on same parcel). 2024-0187091 City of La Quinta Lot 26 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 27 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 27 of Tract Map $16,680,383.94 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482451 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 27 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 437 liens and tax liens on same parcel). City of La Quinta Lot 28 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 28 of Tract Map $16,680,383.94 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482451 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 28 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Lot 29 of Tract Map $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Const. Loan Serv. II LLC (Builders Lot 29 of Tract Map $16,680,383.94 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Capital) 37730 11/28/2022 (foreclosure by senior liens including tax liens and 2022-0482451 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Lot 29 of Tract Map $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 437 liens and tax liens on same parcel). 15 Case 24-11647-MF-W Doc 621-3 Filed 08/15/25 Page 17 of 18 City of La Quinta Lots A-L of Tract No. $1,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). City of La Quinta Lots A-L of Tract No. $10,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Parcel E of Parcel $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 372027 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Parcel E of Parcel $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 372027 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Cypress Point Holdings Parcel E of Parcel $31,464,425.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 37207 11/30/2022 (foreclosure by senior liens including tax liens and 2022-0486431 priming DIP liens of City of La Quinta on same parcel). R.D. Olson Construction, Inc. Parcel E of Parcel $5,202,611.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 37207 12/19/2022 (foreclosure by senior liens including tax liens and 2022-0506680 priming DIP liens of City of La Quinta on same parcel). 2023-0089714 City of La Quinta Parcel E of Parcel $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 37207 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). City of La Quinta Parcels F&G of Parcel $4,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 37207 Final DIP Order [Docket No. (foreclosure by senior liens including tax liens on same 4371 parcel). Poppy Bank Parcels F&G of Parcel $40,000,000.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 372027 10/25/2021 (foreclosure by senior liens including tax liens and 2021-0628130 priming DIP liens of City of La Quinta on same parcel). Cypress Point Holdings Parcels F&G of Parcel $31,464,425.00 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 372027 11/30/2022 (foreclosure by senior liens including tax liens and 2022-0486431 priming DIP liens of City of La Quinta on same parcel). City of La Quinta Parcels F&G of Parcel $7,000,000 cap per Amended 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Map 372027 Final DIP Order [Docket No. (foreclosure by senior liens including allowed senior 4371 liens and tax liens on same parcel). Teserra Lot 26 of Tract Map $52,636.50 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 5/28/24 (foreclosure by senior liens including allowed senior 2024-0113595 liens and tax liens on same parcel). 2024-0155150 16 Case 24-11647-MFW Doc 621-3 Filed 08/15/25 Page 18 of 18 Teserra Lot 24 of Tract Map $55,597.50 11 U.S.C. § 363(f)(I) and 11 U.S.C. § 363(f)(5) 37730 5/28/24 (foreclosure by senior liens including allowed senior 2024-0113593 liens and tax liens on same parcel). 2024-0155146 Teserra Lot 25 of Tract Map $52,636.50 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 37730 5/28/24 (foreclosure by senior liens including allowed senior 2024-0113594 liens and tax liens on same parcel). 2024-0155148 Industrial Commercial Systems, Inc. Not specified in $ $665,641.06 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) Complaint 2024-0198542 (foreclosure of lien by senior liens including allowed senior liens and tax liens on the Debtors' assets). RAF Pacifica Loan Opp Fund I as to Personal Property of UCC-1 filed against all personal 11 U.S.C. § 363(f)(1) and 11 U.S.C. § 363(f)(5) 50%/Arnold Fishman Rev. Trust as to Debtor RGC PA 789, property of Debtor RGC PA 789, (foreclosure by senior liens including allowed senior 50% ("Keillor") LLC LLC liens and tax liens on Debtors' assets). 10/13/23 UCC-1-2023- 0302970 17 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 1 of 149 EXHIBIT C Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 2 of 149 °P�,,W Affected Asserted 363(f) Basis Ulenli6ldee :.. Parcel(s) Amount ..._. _, Recording Date Document # Poppy Bank Lot B of LLA $40,000,000 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and priority of liens in pending adversary 2020-0010 10/25/2021 proceeding and state court litigation). See R.D. Olson Construction, Inc. 's Complaint to Determine 2021-0628130 Validity, Priority, and Extent of Liens and for Other Relief [Docket No. 555]. See also Complaint for Money and Foreclosure on Mechanic's Lien, CVPS2302374 (Cal. Super. Riverside Cty. May 12, 2023). Granite Lot B of LLA $4,222,182.03 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and priority of liens in pending state court Construction 2020-0010 9/29/2022 litigation involving breach of contract, common counts, and foreclosure of mechanic's lien, captioned Company 2022-0411618 Granite Construction Company v. SilverRock Phase 1, LLC, CVPS2204980 (Cal. Super. Riverside 2022-0511834 Cty.)). In determining whether the requirements of section 363(f)(4) are satisfied, the court will 2023-0010435 consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of 2023-0037999 the basis for determining that a dispute exists. Here, the case is pending, the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements with respect to the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's lien, offers an objective basis to determine that a dispute exists Vermillions Lot B of LLA $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental 2020-0010 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with I 1 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Gensler Lot B of LLA $1,551,584.82 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply 2020-0010 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0185233 thereafter in accordance with I 1 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that " i f the claimant does Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 3 of 149 not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Gensler did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Axia Talus, LLC Lot B of LLA $20,070,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute due to validity of liens in pending adversary proceeding 2020-0010 7/2/2024 captioned SilverRock Development Company, LLC and SilverRock Phase I, LLC v. Axia Talus, LLC 2024-0195411 and Does 1-20, Adv. Pro. No. 25-50389 on February 25, 2025 (the "Axia A.P."), which seeks to, inter alia, avoid the deed of trust related to property owned by SRDC that was given to secure the promissory note issued to Axia as part of a transaction to convert Axia's preferred equity interest into secured debt. See Complaintfor Avoidance of Promissory Note and the Deed of Trust Given to Secure the Promissory Note Under 11 U.S.C. §§ 544, 547, 548, and 550 and California Civil Code §§ 3439.04, 3439.05, 3439.07, Damages Under California Civil Code § 1916-3 Et Seq. and California Constitution, Article XV § 1, Cancellation of any Interest Owed Under California Civil Code § 1916- 2 Et Seq. and to Preserve Avoided Liens and Interests for the Benefit of the Bankruptcy Estates under 11 U.S. C. § 551(the "Complaint") [Adv. Docket No. 1] ¶ 4. Although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(fl(4), here, the fact that the Axia A.P. has been commenced is relevant to the court's consideration. With respect to the factors: (i) the Debtors and Axia have agreed to stay the Axia A.P. pending resolution of the sale process, but the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Axia A.P. was commenced, and Axia has responded by, among other things, admitting in part and denying in part certain of the allegations set forth in the Complaint, evidences that a dispute exists as between the Debtors and Axia as to the validity of the liens. See Defendant Axia Talus, LLC's Answer to Plaintiffs SilverRock Development Company, LLC and SilverRock Phase I, LLC's Complaint Adv. Docket No. 71. Jack R. Tracy Lot B of LLA $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply 2020-0010 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot B of LLA $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply 2020-0010 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546 b 2 A - B . This lien was filed on July 29, 2024 and Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 4 of 149 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot B of LLA $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. 2020-0010 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot B of LLA $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company 2020-0010 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot B of LLA $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation 2020-0010 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot B of LLA $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation 2020-0010 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot C of LLA $40 million 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in two suits regarding 2020-0010 10/25/2021 priority, validity, and extent of liens). First, that certain Complaint for Money and Foreclosure on 2021-0628130 Mechanic's Lien filed by White's Steel on May 12, 2023 (the "White's Complaint") under Case No. CVPS 2302374. The White's Complaint also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, LLC (sic) as defendants. In the White's Complaint, White's Steel alleges, inter alia, that Po is an "encumbrance claimant" with respect to the real property encumbered by White's Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 5 of 149 Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5.. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Second, Poppy is the defendant in the adversary proceeding commenced by R.D. Olson on June 27, 2025 to determine the extent and validity of Poppy's liens. See R.D. Olson Construction, Inc. 's Complaint to Determine Validity, Priority, and Extent of Liens and for Other Relief [Docket No. 555] (the "Olson A.P."). The Olson A.P. suffices for purposes of section 363(f)(4) because in the suit R.D. Olson Construction, Inc. ("Olson") asserts that its liens are senior to Poppy's liens, thus disputing the extent and amount of Poppy's liens. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest.) Granite Lot C of LLA $4,222,182.03 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and priority of liens in pending state court Construction Co. 2020-0010 9/29/2022 litigation involving breach of contract, common counts, and foreclosure of mechanic's lien, captioned 2022-0411618 Granite Construction Company v. SilverRock Phase I, LLC, CVPS2204980 (Cal. Super. Riverside 2022-0511834 City.)). In determining whether the requirements of section 363(f)(4) are satisfied, the court will 2023-0010435 consider: i the procedural posture of the case;(ii) the need to expedite the sale; and iii the nature of Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 6 of 149 2023-0037999 the basis for determining that a dispute exists. Here, the case is pending, the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements with respect to the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's lien, offers an objective basis to determine that a dispute exists Cypress Point Lot C of LLA $31,464,425.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in White's Complaint). Holdings 2020-0010 11/30/2022 Cyprus Point Holdings, LLC (sic) is a named defendant in the White's Complaint, which also names 2022-0486431 Olson, SR Lodging, RGC, SRDC, and Poppy as defendants. In the White's Complaint, White's Steel alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). R.D. Olson Lot C of LLA $5,202,611.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in Olson A.P. and various Construction, Inc. 2020-0010 12/19/2022 state court suits). The Olson A.P. alleges, inter alia, that "[a]n actual present controversy exists 2022-0506680 between [Olson] and Poppy concerning the extent, validity, and priority of [Olson's] and Poppy's 2023-0089714 respective liens against the Mechanics' Lien Parcels." For purposes of section 363(f)(4) the bona fide dispute need not involve the Debtors. Consequently, in addition to the suits discussed below, this 2/2/23 pending adversary proceeding which principally concerns the extent, validity, and amount of disputed 2023-0065253 liens likely satisfies the requirements of section 363(f)(4). Additionally, Olson is the subject of several suits that are pending before the Riverside County Superior Court: (i) L2 Specialties, Inc. v. RD Olson 2/06/23 Construction, Inc., et al., CVPS2300561 (Action 2023-0065253), (ii) R3 Contractors, Inc. v. RD 2023-0103819 Olson Construction, Inc., et al., CVPS2300047, (iii) J. Ginger Masonry, LP v. R.D. Olson Construction, Inc., et al., CVPS2301956 (Action 2023-0133834), a suit involving foreclosure of 4/25/23 mechanic's lien, breach of contract, and common counts, (iv) Rowan Incorporated v. R.D. Olson 2023-0133834 Construction, Inc., et al., CVPS2301769 suit by Rowan against Olson alleging that Olson has failed Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 7 of 149 to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for 5/5/23 foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the 2023-0165511 unpaid work which is valid and enforceable), (v) R.D. Olson Construction, Inc. v. SilverRock Lodging, LLC, et al., CVPS2301220, a suit involving foreclosure of mechanic's lien, breach of contract, and 6/27/23 common counts, (vi) Jacobsson Engineering Construction, Inc. v. R.D. Olson Construction, Inc., 2023-0193153 CVPS2401957, a suit involving breach of contract and common counts, (vii) The Siess Companies, Inc. v. RD Olson Construction, Inc., et al., CVPS2302089 (Action 2023-0193153), a suit involving breach of contract, common counts, and foreclosure of mechanic's liens, (viii) Division 7 Services v. SilverRock Lodging, LLC, et al., CVPS2300770, a suit involving breach of contract, common counts and foreclosure of mechanic's liens (Action 2023-0103819), and (ix) Trimark Raygal v. SilverRock Lodging, LLC, et al, CVRI2302387 , a suit involving breach of contract, common counts, and foreclosure of mechanic's liens (Action 2023-0165511). With respect to the factors for section 363(f)(4), (i) all of these suits are stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. R.D. Olson Lot C of LLA $3,533,246.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in Olson A.P. and various Construction, Inc. 2020-0010 12/19/2022 state court suits). The Olson A.P. alleges, inter alia, that "[a]n actual present controversy exists 2022-0506681 between [Olson] and Poppy concerning the extent, validity, and priority of [Olson's] and Poppy's 2023-0089713 respective liens against the Mechanics' Lien Parcels." For purposes of section 363(f)(4) the bona fide dispute need not involve the Debtors. Consequently, in addition to the suits discussed below, 2/2/23 this pending adversary proceeding which principally concerns the extent, validity, and amount of 2023-0065253 disputed liens satisfies the requirements of section 363(f)(4). Additionally, Olson is the subject of several suits that are pending before the Riverside County Superior Court: (i) L2 Specialties, Inc. v. 2/06/23 RD Olson Construction, Inc., et al., CVPS2300561 (Action 2023-0065253), (ii) R3 Contractors, 2023-0103819 Inc. v. RD Olson Construction, Inc., et al., CVPS2300047, (iii) J. Ginger Masonry, LP v. R.D. Olson Construction, Inc., et al., CVPS2301956 (Action 2023-0133834), a suit involving foreclosure of 4/25/23 mechanic's lien, breach of contract, and common counts, (iv) Rowan Incorporated v. R.D. Olson 2023-0133834 Construction, Inc., et al., CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for 5/5/23 foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the 2023-0165511 unpaid work which is valid and enforceable), (v) R.D. Olson Construction, Inc. v. SilverRock Lodging, LLC, et al., CVPS2301220, a suit involving foreclosure of mechanic's lien, breach of 6/27/23 contract, and common counts, (vi) Jacobsson Engineering Construction, Inc. v. R.D. Olson 2023-0193153 Construction, Inc., CVPS2401957, a suit involving breach of contract and common counts, (vii) The Siess Companies, Inc. v. RD Olson Construction, Inc., et al., CVPS2302089 (Action 2023- 0193153), a suit involving breach of contract, common counts, and foreclosure of mechanic's liens, viii Division 7 Services v. SilverRock Lod in , LLC, et al CVPS CVPS2300770, a suit involving Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 8 of 149 breach of contract, common counts, and foreclosure of mechanic's liens (Action 2023-0103819), and (ix) Trimark Raygal v SilverRock Lodging, LLC, et al. , CVR12302387 a suit involving breach of contract, common counts, and foreclosure of mechanic's liens (Action 2023-0165511).. With respect to the factors for section 363(f)(4), (i) all of these suits are stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Rowan Electric Lot C of LLA $1,270,866.49 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent, validity, and priority of liens alleged in state 2020-0010 1/13/2023 court suits). Rowan is the plaintiff in two suits presently pending before the Riverside County Superior 2023-0010825 Court: (i) Rowan Incorporated v. Robert Green Residential, Inc., et al., CVPS2402642, a suit 2023-0116365 involving foreclosure of mechanic's liens, breach of contract, and common counts, and (ii) Rowan Incorporated v. R.D. Olson Construction, Inc., et al., CVPS2301769 (CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the unpaid work which is valid and enforceable). With respect to the section 363(f)(4) factors: (i) all of these suits are stayed as a result of the bankruptcy proceedings. (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. White's Steel Lot C of LLA $8,098.90 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in White's Complaint). 2020-0010 3/8/2023 Cyprus Point Holdings, LLC (sic) is a named defendant in the White's Complaint, which also names 2023-0066291 Olson, SR Lodging, RGC, SRDC, and Poppy as defendants. In the White's Complaint, White's Steel 2023-0148904 alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns inter alia, the extent and priority of White's Steel's liens on the Debtors' property offers Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 9 of 149 an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory Ian a e is sufficient to embrace interest). White's Steel Lot C of LLA $104,607.78 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in White's Complaint). 2020-0010 3/8/2023 Cyprus Point Holdings, LLC (sic) is a named defendant in the White's Complaint, which also names 2023-0066292 Olson, SR Lodging, RGC, SRDC, and Poppy as defendants. In the White's Complaint, White's Steel 2023-0094797 alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property 2023-0148904 encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of White's Steel's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Rowan Electric Lot C of LLA $241,800.90 11 U.S.C. § 363(fl(4) (bona fide dispute as to extent, validity, and priority of liens alleged in state 2020-0010 2/28/2023 court suits). Rowan is the plaintiff in two suits presently pending before the Riverside County Superior 2024-0055342 Court: (i) Rowan Incorporated v. Robert Green Residential, Inc., et al., CVPS2402642, a suit 2023-0085117 involving foreclosure of mechanic's liens, breach of contract, and common counts, and (ii) Rowan 2024-0128788 Incorporated v. R.D. Olson Construction, Inc., et al., CVPS2301769 (CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the unpaid work which is valid and enforceable). With respect to the section 363(f)(4) factors: (i) all of these suits are stayed as a result of the bankruptcy proceedings. (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 10 of 149 Vermillions Lot C of LLA $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental 2020-0010 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Gensler Lot C of LLA $1,551,584.82 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply 2020-0010 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0185233 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Gensler did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Axia Talus Lot C of LLA $20,070,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute due to validity of liens in pending adversary proceeding, the 2020-0010 7/2/2024 Axia A.P., which seeks to, inter alia, avoid the deed of trust related to property owned by SRDC that 2024-0195411 was given to secure the promissory note issued to Axia as part of a transaction to convert Axia's preferred equity interest into secured debt. See Complaint [Adv. Docket No. 1] ¶ 4. Although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(f)(4), here, the fact that the Axia A.P. has been commenced is relevant to the court's consideration. With respect to the factors: (i) the Debtors and Axia have agreed to stay the Axia A.P. pending resolution of the sale process, but the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Axia A.P. was commenced, and Axia has responded by, among other things, admitting in part and denying in part certain of the allegations set forth in the Complaint, evidences that a dispute exists as between the Debtors and Axia as to the validity of the liens. See Adv. Docket No. 7. Jack R. Tracy Lot C of LLA $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply 2020-0010 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of the Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 11 of 149 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot C of LLA $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply 2020-0010 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot C of LLA $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. 2020-0010 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona ade dis ute for purposes of section 363(f)(4). Ashley Jernigan Lot C of LLA $48,785.29 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on August 8, 2024 in violation of OBO J&B 2020-0010 8/8/2024 automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric Company, Materials 2024-0236540 Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot C of LLA $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company 2020-0010 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). WE Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 12 of 149 FJ Zam Company Lot C of LLA 2020-0010 $111,612.00 2/18/2025 2025-0048221 11 U.S.C. § 363(0(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot C of LLA $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation 2020-0010 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Parcel A of $40 million 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in two suits regarding LLA 2023- 10/25/2021 priority, validity, and extent of liens). First, the White's Complaint, which also names Olson, SR 0003 2021-0628130 Lodging, RGC, SRDC, and Cyprus Point Holdings, LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Second, Poppy is the defendant in the Olson A.P. in which Olson asserts that its liens are senior to Poppy's liens, thus disputing the extent and amount of Poppy's liens. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 13 of 149 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest.) Granite Parcel A of $4,222,182.03 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and priority of liens in pending state court Construction LLA 2023- 9/29/2022 litigation involving breach of contract, common counts, and foreclosure of mechanic's lien, captioned Company 0003 2022-0411618 Granite Construction Company v. SilverRock Phase I, LLC, CVPS2204980 (Cal. Super. Riverside 2022-0511834 Cty.)). In determining whether the requirements of section 363(f)(4) are satisfied, the court will 2023-0010435 consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of 2023-0037999 the basis for determining that a dispute exists. Here, the case is pending, the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements with respect to the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's lien, offers an objective basis to determine that a dispute exists Cypress Point Parcel A of $31,464,425.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in White's Complaint). Holdings LLA 2023- 11/30/2022 Cyprus Point Holdings, LLC (sic) is a named defendant in the White's Complaint, which also names 0003 2022-0486431 Olson, SR Lodging, RGC, SRDC, and Poppy as defendants. In the White's Complaint, White's Steel alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). R.D. Olson Parcel A of $8,885,335.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in Olson A.P. and various Construction, Inc. LLA 2023- 12/19/2022 state court suits). The Olson A.P. alleges, inter alia, that "[a]n actual present controversy exists 0003 2022-0506682 between [Olson] and Poppy concerning the extent, validity, and priority of [Olson's] and Poppy's 2023-0089715 respective liens against the Mechanics' Lien Parcels." For purposes of section 363(f)(4) the bona fide 12 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 14 of 149 dispute need not involve the Debtors. Consequently, in addition to the suits discussed below, this 2/2/23 pending adversary proceeding which principally concerns the extent, validity, and amount of disputed 2023-0065253 liens satisfies the requirements of section 363(f)(4). Additionally, Olson is the subject of several suits that are pending before the Riverside County Superior Court: (i) L2 Specialties, Inc. v. RD Olson 4/11/23 Construction, Inc., et al., CVPS2300561 (Action 2023-0065253), (ii) R3 Contractors, Inc. v. RD 2023-0103819 Olson Construction, Inc., et al., CVPS2300047, (iii) J. Ginger Masonry, LP v. R.D. Olson Construction, Inc., et al., CVPS2301956 (Action 2023-0133834), a suit involving foreclosure of 4/25/23 mechanic's lien, breach of contract, and common counts, (iv) Rowan Incorporated v. R.D. Olson 2023-0133834 Construction, Inc., et al., CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for 5/5/23 foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the 2023-0165511 unpaid work which is valid and enforceable), (v) R.D. Olson Construction, Inc. v. SilverRock Lodging, LLC, et al., CVPS2301220, a suit involving foreclosure of mechanic's lien, breach of contract, and 6/27/23 common counts, (vi) Jacobsson Engineering Construction, Inc. v. R.D. Olson Construction, Inc., 2023-0193153 CVPS2401957, a suit involving breach of contract and common counts, (vii) The Siess Companies, Inc. v. RD Olson Construction, Inc., et al., CVPS2302089 (Action 2023-0193153), a suit involving breach of contract, common counts, and foreclosure of mechanic's liens, (viii) Division 7 Services v. SilverRock Lodging, LLC, et al, CVPS2300770, a suit involving breach of contract, common counts and foreclosure of mechanic's liens (Action 2023-0103819) and (ix) Trimark Raygal v. SilverRock Lodging LLC, et al , CVRI2302387, a suit involving breach of contract, common counts, and foreclosure of mechanic's liens (Action 2023-0165511). With respect to the factors for section 363(f)(4), (i) all of these suits are stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. White's Steel Parcel A of $247,892.64 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in White's Complaint). LLA 2023- 3/8/2023 Cyprus Point Holdings, LLC (sic) is a named defendant in the White's Complaint, which also names 0003 2023-0066293 Olson, SR Lodging, RGC, SRDC, and Poppy as defendants. In the White's Complaint, White's Steel 2023-0094798 alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property 2023-0148904 encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can 13 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 15 of 149 be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of White's Steel's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). California Parcel A of $84,059.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Specialty LLA 2023- 7/6/2023 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was Insulation, Inc. 0003 2023-0196916 filed on July 6, 2023 and the claimant failed to foreclose by October 4, 2023 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel A of $383,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2023- 4/25/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0120655 recorded on April 26, 2024 and the claimant did not commence an action to foreclose prior to July 25, 2024 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Parcel A of $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental LLA 2023- 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 0003 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). 10 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 16 of 149 Joshua Frantz Parcel A of $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2023- 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0003 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Gensler Parcel A of $1,551,584.82 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2023- 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0003 2024-0185233 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Gensler did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Axia Talus Parcel A of $20,070,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute due to validity of liens in pending adversary proceeding, the LLA 2023- 7/2/2024 Axia A.P., which seeks to, inter alia, avoid the deed of trust related to property owned by SRDC that 0003 2024-0195411 was given to secure the promissory note issued to Axia as part of a transaction to convert Axia's preferred equity interest into secured debt. See Complaint [Adv. Docket No. 1] ¶ 4. Although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(f)(4), here, the fact that the Axia A.P. has been commenced is relevant to the court's consideration. With respect to the factors: (i) the Debtors and Axia have agreed to stay the Axia A.P. pending resolution of the sale process, but the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Axia A.P. was commenced, and Axia has responded by, among other things, admitting in part and denying in part certain of the allegations set forth in the Complaint, evidences that a dispute exists as between the Debtors and Axia as to the validity of the liens. See Adv. Docket No. 7. Robert Green Parcel A of $1,340,426.00 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2023- 7/5/24 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199891 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date which fell before the end of the 90-day window October 3, 2024 or provide notice as required 15 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 17 of 149 by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dis ute for purposes of section 363 4 . Robert Green Parcel A of $845,810.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199895 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel A of $117,577.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199929 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Parcel A of $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2023- 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0003 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 16 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 18 of 149 Bruce Maize Parcel A of $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2023- 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0003 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Parcel A of $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. LLA 2023- 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0003 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel A of $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company LLA 2023- 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Parcel A of $1,427,747.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Residential, Inc. LLA 2023- 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0032067 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Parcel A of $995,419.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Company LLA 2023- 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0033385 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Parcel A of $36,716.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Company LLA 2023- 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0033388 17 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 19 of 149 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel A of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2023- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel A of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2023- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Parcel B of $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in the White's Complaint, LLA 2023- 10/25/2021 which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, LLC (sic) as 0003 2021-0628130 defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory Ian age is sufficient to embrace interest). Granite Parcel B of $4,222,182.03 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and priority of liens in pending state court Construction LLA 2023- 9/29/2022 litigation involving breach of contract, common counts, and foreclosure of mechanic's lien, captioned Company 0003 2022-0411618 Granite Construction Company v. SilverRock Phase I, LLC, CVPS2204980 (Cal. Super. Riverside 2022-0511834 Cty.)). In determining whether the requirements of section 363(f)(4) are satisfied, the court will 2023-0010435 consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of 2023-0037999 the basis for determining that a dispute exists. Here, the case is pending, the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements with respect to the Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 20 of 149 Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's lien, offers an objective basis to determine that a dispute exists Vermillions Parcel B of $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental LLA 2023- 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 0003 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Gensler Parcel B of $1,551,584.82 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2023- 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0003 2024-0185233 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Gensler did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel B of $1,340,426.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199891 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel B of $845,810.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199895 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code ' 8460(a) provides that a claimant must 19 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 21 of 149 "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona ade dis ute for purposes of section 363(f)(4). Robert Green Parcel B of $374,244.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199898 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona tde dis ute for purposes of section 363 4 . Robert Green Parcel B of $117,577.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199929 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363 4 . McGrath Parcel B of $45,000.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on December 5, 2024 in violation LLA 2023- 12/5/2024 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2024-0371688 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Parcel B of $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company LLA 2023- 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Parcel B of $995,419.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Company LLA 2023- 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0033385 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). 20 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 22 of 149 Robert Green Parcel B of $36,716.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Company LLA 2023- 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0033388 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel B of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2023- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel B of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2023- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Parcel C of $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in two suits regarding LLA 2023- 10/25/2021 priority, validity, and extent of liens). First, the White's Complaint, which also names Olson, SR 0003 2021-0628130 Lodging, RGC, SRDC, and Cyprus Point Holdings, LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Second, Poppy is the defendant in the Olson A.P. in which Olson asserts that its liens are senior to Poppy's liens, thus disputing the extent and amount of Poppy's liens. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining 21 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 23 of 149 entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest. Granite Parcel C of $4,222,182.03 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and priority of liens in pending state court Construction LLA 2023- 9/29/2022 litigation involving breach of contract, common counts, and foreclosure of mechanic's lien, captioned Company 0003 2022-0411618 Granite Construction Company v. SilverRock Phase I, LLC, CVPS2204980 (Cal. Super. Riverside 2022-0511834 Cty.)). In determining whether the requirements of section 363(f)(4) are satisfied, the court will 2023-0010435 consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of 2023-0037999 the basis for determining that a dispute exists. Here, the case is pending, the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements with respect to the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's lien, offers an objective basis to determine that a dispute exists Cypress Point Parcel C of $31,464,425.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in White's Complaint). Holdings LLA 2023- 11/30/2022 Cyprus Point Holdings, LLC (sic) is a named defendant in the White's Complaint, which also names 0003 2022-0486431 Olson, SR Lodging, RGC, SRDC, and Poppy as defendants. In the White's Complaint, White's Steel alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). 22 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 24 of 149 RD Olson Parcel C of $1,972,112.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in Olson A.P. and various Construction, Inc. LLA 2023- 12/28/2022 state court suits). The Olson A.P. alleges, inter alia, that "[a]n actual present controversy exists 0003 2022-0515211 between [Olson] and Poppy concerning the extent, validity, and priority of [Olson's] and Poppy's 2023-0089716 respective liens against the Mechanics' Lien Parcels." For purposes of section 363(f)(4) the bona fide dispute need not involve the Debtors. Consequently, in addition to the suits discussed below, this 2/2/23 pending adversary proceeding which principally concerns the extent, validity, and amount of disputed 2023-0065253 liens satisfies the requirements of section 363(f)(4). Additionally, Olson is the subject of several suits that are pending before the Riverside County Superior Court: (i) L2 Specialties, Inc. v. RD Olson 4/11/23 Construction, Inc., et al., CVPS2300561 (Action 2023-0065253), (ii) R3 Contractors, Inc. v. RD 2023-0103819 Olson Construction, Inc., et al., CVPS2300047, (iii) J. Ginger Masonry, LP v. R.D. Olson Construction, Inc., et al., CVPS2301956 (Action 2023-0133834), a suit involving foreclosure of 4/25/23 mechanic's lien, breach of contract, and common counts, (iv) Rowan Incorporated v. R.D. Olson 2023-0133834 Construction, Inc., et al., CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for 5/5/23 foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the 2023-0165511 unpaid work which is valid and enforceable), (v) R.D. Olson Construction, Inc. v. SilverRock Lodging, LLC, et al., CVPS2301220, a suit involving foreclosure of mechanic's lien, breach of contract, and 6/27/23 common counts, (vi) Jacobsson Engineering Construction, Inc. v. R.D. Olson Construction, Inc., 2023-0193153 CVPS2401957, a suit involving breach of contract and common counts, (vii) The Siess Companies, Inc. v. RD Olson Construction, Inc., et al., CVPS2302089 (Action 2023-0193153), a suit involving breach of contract, common counts, and foreclosure of mechanic's liens, (viii) Division 7 Services v. SilverRock Lodging, LLC, et al, CVPS2300770, a suit involving breach of contract, common counts and foreclosure of mechanic's liens (Action 2023-0103819), and (ix) Trimark Raygal v. SilverRock Lodging, LLC, et al, CVRI2302387, a suit involving breach of contract, common counts, and foreclosure of mechanic's liens (Action 2023-0165511). With respect to the factors for section 363(f)(4), (i) all of these suits are stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Rowan Electric Parcel C of $104,811.08 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent, validity, and priority of liens alleged in state LLA 2023- 1/13/2023 court suits). Rowan is the plaintiff in two suits presently pending before the Riverside County Superior 0003 2023-0010629 Court: (i) Rowan Incorporated v. Robert Green Residential, Inc., et al., CVPS2402642, a suit 2023-0116366 involving foreclosure of mechanic's liens, breach of contract, and common counts, and (ii) Rowan Incorporated v. R.D. Olson Construction, Inc., et al., CVPS2301769 (CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the unpaid work which is valid and enforceable). With respect to the section 363(f)(4) factors: i all of these suits are stayed as a result of the bankruptcy roceedin s. 23 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 25 of 149 (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Rowan Electric Parcel C of $1,443,219.41 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent, validity, and priority of liens alleged in state LLA 2023-003 1/13/2023 court suits). Rowan is the plaintiff in two suits presently pending before the Riverside County Superior 2023-0010644 Court: (i) Rowan Incorporated v. Robert Green Residential, Inc., et al., CVPS2402642, a suit 2023-0116367 involving foreclosure of mechanic's liens, breach of contract, and common counts, and (ii) Rowan Incorporated v. R.D. Olson Construction, Inc., et al., CVPS2301769 (CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the unpaid work which is valid and enforceable). With respect to the section 363(f)(4) factors: (i) all of these suits are stayed as a result of the bankruptcy proceedings. (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Waterworks/Fire Parcel C of $2,536.97 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Protection LLA 2023- 7/11/2023 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing. This lien was filed on Materials 0003 2023-0200989 July 11, 2023 and the claimant failed to foreclose by October 9, 2023 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Waterworks did not foreclose within the 90-day period required under California law, the Debtors dispute the eifection of the lien which is sufficient bonafide dispute for purposes of section 363(f)(4). MSA Consulting Parcel C of $62,018.08 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2023- 7/28/2023 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2023-0220334 filed on July 28, 2023 and the claimant failed to foreclose by October 26, 2023 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Parcel C of $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental LLA 2023- 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 0003 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546 b of the 0 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 26 of 149 Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Gensler Parcel C of $1,551,584.82 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2023- 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0003 2024-0185233 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Gensler did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel C of $1,340,426.00 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199891 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel C of $374,244.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199898 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). OR Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 27 of 149 Robert Green Parcel C of $117,577.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199929 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona tde dis ute for purposes of section 363(f)(4). Robert Green Parcel C of $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company LLA 2023- 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Parcel C of $396,631.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Company LLA 2023- 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0033426 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel C of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2023- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel C of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2023- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Parcel D of $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in two suits regarding LLA 2023- 10/25/2021 priority, validity, and extent of liens). First, the White's Complaint, which also names Olson, SR 0003 2021-0628130 Lodging, RGC, SRDC, and Cyprus Point Holdings, LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow 910 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 28 of 149 the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Second, Poppy is the defendant in the Olson A.P. in which Olson asserts that its liens are senior to Poppy's liens, thus disputing the extent and amount of Poppy's liens. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest.) Granite Parcel D of $4,222,182.03 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and priority of liens in pending state court Construction LLA 2023- 9/29/2022 litigation involving breach of contract, common counts, and foreclosure of mechanic's lien, captioned Company 0003 2022-0411618 Granite Construction Company v. SilverRock Phase I, LLC, CVPS2204980 (Cal. Super. Riverside 2022-0511834 Cty.)). In determining whether the requirements of section 363(f)(4) are satisfied, the court will 2023-0010435 consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of 2023-0037999 the basis for determining that a dispute exists. Here, the case is pending, the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements with respect to the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's lien, offers an objective basis to determine that a dispute exists Cypress Point Parcel D of $31,464,425.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in White's Complaint). Holdings LLA 2023- 11/30/2022 Cyprus Point Holdings, LLC (sic) is a named defendant in the White's Complaint, which also names 0003 2022-0486431 Olson, SR Lodging, RGC, SRDC, and Poppy as defendants. In the White's Complaint, White's Steel alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of White's Steell alleged below" but that " White's 27 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 29 of 149 Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint 15. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). RD Olson Parcel D of $1,972,112.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in Olson A.P. and various Construction, Inc. LLA 2023- 12/28/2022 state court suits). The Olson A.P. alleges, inter alia, that "[a]n actual present controversy exists 0003 2022-0515211 between [Olson] and Poppy concerning the extent, validity, and priority of [Olson's] and Poppy's 2023-0089716 respective liens against the Mechanics' Lien Parcels." For purposes of section 363(f)(4) the bona fide dispute need not involve the Debtors. Consequently, in addition to the suits discussed below, this 2/2/23 pending adversary proceeding which principally concerns the extent, validity, and amount of disputed 2023-0065253 liens satisfies the requirements of section 363(f)(4). Additionally, Olson is the subject of several suits that are pending before the Riverside County Superior Court: (i) L2 Specialties, Inc. v. RD Olson 4/11/23 Construction, Inc., et al., CVPS2300561 (Action 2023-0065253), (ii) R3 Contractors, Inc. v. RD 2023-0103819 Olson Construction, Inc., et al., CVPS2300047, (iii) J. Ginger Masonry, LP v. R.D. Olson Construction, Inc., et al., CVPS2301956 (Action 2023-0133834), a suit involving foreclosure of 4/25/23 mechanic's lien, breach of contract, and common counts, (iv) Rowan Incorporated v. R.D. Olson 2023-0133834 Construction, Inc., et al., CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for 5/5/23 foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the 2023-0165511 unpaid work which is valid and enforceable), (v) R.D. Olson Construction, Inc. v. SilverRock Lodging, LLC, et al., CVPS2301220, a suit involving foreclosure of mechanic's lien, breach of contract, and 6/27/23 common counts, (vi) Jacobsson Engineering Construction, Inc. v. R.D. Olson Construction, Inc., 2023-0193153 CVPS2401957, a suit involving breach of contract and common counts, (vii) The Siess Companies, Inc. v. RD Olson Construction, Inc., et al., CVPS2302089 (Action 2023-0193153), a suit involving breach of contract, common counts, and foreclosure of mechanic's liens, (viii) Division 7 Services v. SilverRock Lodging, LLC, et al , CVPS2300770, a suit involving breach of contract, common counts and foreclosure of mechanic's liens (Action 2023-0103819), and (ix) Trimark Raygal v. SilverRock Lodging, LLC, et al , CVR12302387, a suit involving breach of contract, common counts, and foreclosure of mechanic's liens Action 2023-0165511 . With respect to the factors for section W-1 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 30 of 149 363(f)(4), (i) all of these suits are stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Rowan Electric Parcel D of $104,811.08 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent, validity, and priority of liens alleged in state LLA 2023- 1/13/2023 court suits). Rowan is the plaintiff in two suits presently pending before the Riverside County Superior 0003 2023-0010629 Court: (i) Rowan Incorporated v. Robert Green Residential, Inc., et al., CVPS2402642, a suit 2023-0116366 involving foreclosure of mechanic's liens, breach of contract, and common counts, and (ii) Rowan Incorporated v. R.D. Olson Construction, Inc., et al., CVPS2301769 (CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the unpaid work which is valid and enforceable). With respect to the section 363(f)(4) factors: (i) all of these suits are stayed as a result of the bankruptcy proceedings. (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Rowan Electric Parcel D of $1,443,219.41 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent, validity, and priority of liens alleged in state LLA 2023- 1/3/2023 court suits). Rowan is the plaintiff in two suits presently pending before the Riverside County Superior 0003 2023-0010644 Court: (i) Rowan Incorporated v. Robert Green Residential, Inc., et al., CVPS2402642, a suit 2023-0116367 involving foreclosure of mechanic's liens, breach of contract, and common counts, and (ii) Rowan Incorporated v. R.D. Olson Construction, Inc., et al., CVPS2301769 (CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the unpaid work which is valid and enforceable). With respect to the section 363(f)(4) factors: (i) all of these suits are stayed as a result of the bankruptcy proceedings. (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Waterworks/Fire Parcel D of $2,536.97 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Protection LLA 2023- 7/11/2023 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing. This lien was filed on Materials 0003 2023-0200989 July 11, 2023 and the claimant failed to foreclose by October 9, 2023 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Waterworks did not foreclose within the 90-day period required under California law, the Debtors dispute the erfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 29 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 31 of 149 MSA Consulting Parcel D of $62,018.08 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2023- 7/28/2023 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2023-0220334 filed on July 28, 2023 and the claimant failed to foreclose by October 26, 2023 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Parcel D of $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental LLA 2023- 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products and 0003 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Gensler Parcel D of $1,551,584.82 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2023- 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0003 2024-0185233 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Gensler did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel D of $374,244.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199898 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period 30 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 32 of 149 required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel D of $117,577.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company LLA 2023- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0003 2024-0199929 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel D of $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company LLA 2023- 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel D of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2023- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel D of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2023- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0003 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Parcel A of $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the LLA 2020- 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 0007 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint 115. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the 31 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 33 of 149 Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Granite Parcel A of $4,222,182.03 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and priority of liens in pending state court Construction LLA 2020- 9/29/2022 litigation involving breach of contract, common counts, and foreclosure of mechanic's lien, captioned Company 0007 2022-0411618 Granite Construction Company v. SilverRock Phase I, LLC, CVPS2204980 (Cal. Super. Riverside 2022-0511834 Cty.)). In determining whether the requirements of section 363(f)(4) are satisfied, the court will 2023-0010435 consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of 2023-0037999 the basis for determining that a dispute exists. Here, the case is pending, the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements with respect to the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's lien, offers an objective basis to determine that a dispute exists MSA Consulting Parcel A of $62,018.08 11 U.S.C. § 363(fl(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2020- 7/28/2023 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0007 2023-0220334 filed on July 28, 2023 and the claimant failed to foreclose by October 26, 2023 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). BAR Architects Parcel A of $114,448.79 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2020- 2/15/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0007 2024-0042826 filed on February 15, 2024 and the claimant failed to foreclose by May 15, 2024 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363 4. Vermillions Parcel A of $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental LLA 2020- 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 0007 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Ban kru tc Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to 32 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 34 of 149 enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Joshua Frantz Parcel A of $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2020- 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Kloiber and Parcel A of $5,900,000.00 11 U.S.C. § 363(f)(4) (adversary proceedings). The Debtors dispute that this lien was validly conveyed Green/YH-MCSV LLA 2020- (Kloiber) to Kloiber and commenced the adversary proceeding captioned SilverRock Development Company, Fund I 0007 + LLC, SilverRock Phase 1, LLC, and SilverRock Lifestyle Residences, LLC vs. Kloiber Real Estate $7,651,940.00 Holdings, LLC and Does 1-20, Adv. Pro. No. 25-50389 on July 29, 2025 (the "Kloiber A.P."), to, (YH-MCSV inter alia, avoid the deeds of trust that they believe were fraudulently conveyed to Kloiber and recover Fund I/Green) damages related to the same. See Complaint for Avoidance of Promissory Note and Defendants' 7/5/2024 Secured Interest in the Deed of Trust Given to Secure the Promissory Note, Under 11 U.S.C. §§ 544, 2024-0199179 547, 548 and 550 and California Civil Code §§ 3439.04, 3439.05, 3439.07, Damages Under California Civil Code § 1916-3 et seq. and California Constitution, Article AY § 1, Cancellation of any Interest Owed Under California Civil Code § 1916-2 et seq. and to Preserve Avoided Liens and Interests for the Benefit of the Bankruptcy Estates Under 11 U.S.C. § 551 (the "Complaint") [Adv. Docket No. 1] ¶ 4. Although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(f)(4), here, the fact that the Kloiber A.P. has been commenced would be relevant to the court's consideration. With respect to the factors: (i) the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Kloiber A.P. was commenced evidences that a dispute exists as between the Debtors and Kloiber as to the validity of the liens. Additionally, with respect to the lien of YH-MCSV Fund I, the Debtors and YH-MCSV have executed an unwind agreement to be submitted to the Court for approval pursuant to which YH-MCSV will become an unsecured creditor. Green has refused to execute the unwind agreement notwithstanding the Debtors' assertion that his deed of trust constitutes an avoidable preference and/or constructively fraudulent transfer in violation of state and bankruptcy 33 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 35 of 149 law. The Debtors submit that a bona fide dispute exists with respect to Green's purported interest in the property. Robert Green Parcel A of $1,340,426.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2020- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0007 2024-0199891 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel A of $374,244.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company LLA 2020- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0007 2024-0199898 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Parcel A of $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2020- 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Parcel A of $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2020- 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the BankruptcyCode. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to 34 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 36 of 149 enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Parcel A of $58,687.62 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. LLA 2020- 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(0(4). Robert Green Parcel A of $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company LLA 2020- 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Parcel A of $395,511.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Company LLA 2020- 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0033411 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel A of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2020- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel A of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2020- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Parcel B of $383,584.50 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2020- 4/25/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0007 2024-0120655 recorded on April 26, 2024 and the claimant did not commence an action to foreclose prior to July 25, 2024 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that " i f the 35 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 37 of 149 claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Traub Family Parcel B of $3,816,000.00 11 U.S.C. § 363(f)(4) ( The Debtors dispute validity of these liens. The Debtors have informed Revocable Trust LLA 2020- 7/5/2024 claimant through counsel of their belief that liens are the product of avoidable preference and/or 0007 2024-0199180 constructively fraudulent conveyance in violation of Bankruptcy Code and CUVTA § 3439.04(a)(2). The claimant has refused to execute voluntary unwind agreement). Richard & Lehn Parcel B of $8,866,321.00 11 U.S.C. § 363(f)(4) (adversary proceeding). The Debtors dispute the validity of the conveyance of Goetz LLA 2020- this lien to the Goetzes and commenced the adversary proceeding (the "Goetz A.P.")captioned 0007 2024-0199181 SilverRock Development Company, LLC and SilverRock Phase I, LLC v. Richard S. Goetz, Lehn A. Goetz and Does 1-20, Adv. Pro. No. 25-50450 on March 25, 2025, to, inter alia, avoid the deed of trust related to property owned by Debtor PA 789 that was given to secure the promissory note issued to the Goetzes as part of a transaction to convert the Goetzes's preferred equity interest into secured debt. See Complaint for Avoidance of Promissory Note and Defendants' Secured Interest in the Deed of Trust Given to Secure the Promissory Note, Under 11 U.S.C. §§ 544, 547, 548, and 550 and California Civil Code §§ 3439.04, 3439.05, 3439.07, Damages Under California Civil Code § 1916- 3 Et Seq. and California Constitution, Article AY § 1, Cancellation of Any Interest Owed Under California Civil Code § 1916-2 Et Seq. and to Preserve Avoided Liens and Interests for the Benefit of the Bankruptcy Estates Under I U.S.C. § 551 (the "Complaint") [Adv. Docket No. 1] ¶ 4. As noted above, although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(f)(4), here, the fact that the Goetz A.P. has been commenced would be relevant to the court's consideration. With respect to the factors: (i) the Debtors have filed a motion to stay the Goetz A.P. pending resolution of the sale process, but the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Goetz A.P. was commenced, and the Goetzes have responded by, among other things, admitting in part and denying in part certain of the allegations set forth in the Complaint, evidences that a dispute exists as between the Debtors and the Goetzes as to the validity of the liens. See Response to Complaint; Demand or ry Trial Adv. Docket No. 51. Robert Green Parcel B of $1,340,426.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2020- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0007 2024-0199891 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period 36 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 38 of 149 required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Parcel B of $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2020- 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Parcel B of $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2020- 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Parcel B of $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. LLA 2020- 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 39 of 149 Robert Green Parcel B of $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company LLA 2020- 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel B of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2020- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel B of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2020- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). SilverRock Resort Parcel C of $12,500,000.00 11 U.S.C. § 363(f)(4) (The Debtors dispute the validity of these liens and believe they could be Inv. LLC LLA 2020- 10/13/23 avoidable as a fraudulent transfer under sections 544 and 548 of the Bankruptcy Code in addition to 0007 DOT 2023- CUVTA section 3439.04(a)(2) described above.). There is not a pending adversary proceeding as to 0208822 this lien, but the Debtors dispute its validity and believe that it may have been fraudulently conveyed. A pending adversary proceeding is not required and an objective dispute as to the validity of a lien can suffice for purposes of section 363(f)(4). NJAffordable Homes Corp., 2006 Bankr. LEXIS 4498, at *42-*43 ("[T]o qualify as a `bona fide dispute' under § 363(f)(4) `the propriety of the lien does not have to be the subject of an immediate or concurrent adversary proceeding "' SilverRock Resort Parcel C of $17,500,000.00 11 U.S.C. § 363(f)(4) (The Debtors dispute the validity of these liens and believe they could be Inv. LLC LLA 2020- 10/13/23 avoidable as a fraudulent transfer under sections 544 and 548 of the Bankruptcy Code in addition to 0007 DOT 2023- CUVTA section 3439.04(a)(2) described above.). There is not a pending adversary proceeding as to 0208823 this lien, but the Debtors dispute its validity and believe that it may have been fraudulently conveyed. A pending adversary proceeding is not required and an objective dispute as to the validity of a lien can suffice for purposes of section 363(f)(4). NJAffordable Homes Corp., 2006 Bankr. LEXIS 4498, at *42-*43 ("[T]o qualify as a `bona fide dispute' under § 363(f)(4) `the propriety of the lien does not have to be the subject of an immediate or concurrent adversary proceeding"'). Robert Green Parcel C of $383,584.50 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2020- 4/25/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0007 2024-0120655 recorded on April 26, 2024 and the claimant did not commence an action to foreclose prior to July 25, 2024 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363 4 . W Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 40 of 149 Richard & Lehn Parcel C of $8,866,321.00 11 U.S.C. § 363(f)(4) (adversary proceeding). The Debtors dispute the validity of the conveyance of Goetz LLA 2020- this lien to the Goetzes and commenced the adversary proceeding (the "Goetz A.P.")captioned 0007 2024-0199181 SilverRock Development Company, LLC and SilverRock Phase I,, LLC v. Richard S. Goetz, Lehn A. Goetz and Does 1-20, Adv. Pro. No. 25-50450 on March 25, 2025, to, inter alia, avoid the deed of trust related to property owned by Debtor PA 789 that was given to secure the promissory note issued to the Goetzes as part of a transaction to convert the Goetzes's preferred equity interest into secured debt. See Complaint for Avoidance of Promissory Note and Defendants' Secured Interest in the Deed of Trust Given to Secure the Promissory Note, Under 11 U.S.C. §§ 544, 547, 548, and 550 and California Civil Code §§ 3439.04, 3439.05, 3439.07, Damages Under California Civil Code § 1916- 3 Et Seq. and California Constitution, Article XV § 1, Cancellation of Any Interest Owed Under California Civil Code § 1916-2 Et Seq. and to Preserve Avoided Liens and Interests for the Benefit of the Bankruptcy Estates Under I U.S.C. § 551 (the "Complaint") [Adv. Docket No. 1] ¶ 4. As noted above, although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(0(4), here, the fact that the Goetz A.P. has been commenced would be relevant to the court's consideration. With respect to the factors: (i) the Debtors have filed a motion to stay the Goetz A.P. pending resolution of the sale process, but the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Goetz A.P. was commenced, and the Goetzes have responded by, among other things, admitting in part and denying in part certain of the allegations set forth in the Complaint, evidences that a dispute exists as between the Debtors and the Goetzes as to the validity of the liens. See Response to Complaint; Demand or Jury Trial Adv. Docket No. S. Robert Green Parcel C of $1,340,426.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. LLA 2020- 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 0007 2024-0199891 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Parcel C of $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2020- 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that " i f the claimant does Me Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 41 of 149 not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Parcel C of $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply LLA 2020- 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Parcel C of $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. LLA 2020- 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 0007 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Parcel C of $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company LLA 2020- 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel C of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2020- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel C of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation LLA 2020- 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 0007 2025-0048228 M Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 42 of 149 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). SilverRock Resort Parcel 12 of $12,500,000.00 11 U.S.C. § 363(f)(4) (The Debtors dispute the validity of these liens and believe they could be Inv. LLC Parcel Map avoidable as a fraudulent transfer under sections 544 and 548 of the Bankruptcy Code in addition to 37207 10/13/23 CUVTA section 3439.04(a)(2) described above.). There is not a pending adversary proceeding as to DOT 2023- this lien, but the Debtors dispute its validity and believe that it may have been fraudulently conveyed. 0208822 A pending adversary proceeding is not required and an objective dispute as to the validity of a lien can suffice for purposes of section 363(f)(4). NJAffordable Homes Corp., 2006 Bankr. LEXIS 4498, at *42-*43 ("[T]o qualify as a `bona fide dispute' under § 363(f)(4) `the propriety of the lien does not have to be the subject of an immediate or concurrent adversary proceeding "' SilverRock Resort Parcel 12 of $17,500,000.00 11 U.S.C. § 363(f)(4) (The Debtors dispute the validity of these liens and believe they could be Inv. LLC Parcel Map 10/13/23 avoidable as a fraudulent transfer under sections 544 and 548 of the Bankruptcy Code in addition to 37207 DOT 2023- CUVTA section 3439.04(a)(2) described above.). There is not a pending adversary proceeding as to 0208823 this lien, but the Debtors dispute its validity and believe that it may have been fraudulently conveyed. A pending adversary proceeding is not required and an objective dispute as to the validity of a lien can suffice for purposes of section 363(f)(4). NJAffordable Homes Corp., 2006 Bankr. LEXIS 4498, at *42-*43 ("[T]o qualify as a `bona fide dispute' under § 363(f)(4) `the propriety of the lien does not have to be the subject of an immediate or concurrent adversary proceeding"'). Robert Green Parcel 12 of $383,584.50 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Parcel Map 4/25/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 37207 2024-0120655 recorded on April 26, 2024 and the claimant did not commence an action to foreclose prior to July 25, 2024 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Joshua Frantz Parcel 12 of $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Parcel Map 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 37207 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 41 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 43 of 149 Richard & Lehn Parcel 12 of $8,866,321.00 11 U.S.C. § 363(f)(4) (adversary proceeding). The Debtors dispute the validity of the conveyance of Goetz Parcel Map this lien to the Goetzes and commenced the adversary proceeding (the "Goetz A.P.")captioned 37207 2024-0199181 SilverRock Development Company, LLC and SilverRock Phase I, LLC v. Richard S. Goetz, Lehn A. Goetz and Does 1-20, Adv. Pro. No. 25-50450 on March 25, 2025, to, inter alia, avoid the deed of trust related to property owned by Debtor PA 789 that was given to secure the promissory note issued to the Goetzes as part of a transaction to convert the Goetzes's preferred equity interest into secured debt. See Complaint for Avoidance of Promissory Note and Defendants' Secured Interest in the Deed of Trust Given to Secure the Promissory Note, Under 11 U.S.C. §§ 544, 547, 548, and 550 and California Civil Code §§ 3439.04, 3439.05, 3439.07, Damages Under California Civil Code § 1916- 3 Et Seq. and California Constitution, Article XV § 1, Cancellation of Any Interest Owed Under California Civil Code § 1916-2 Et Seq. and to Preserve Avoided Liens and Interests for the Benefit of the Bankruptcy Estates Under 11 U.S.C. § 551 (the "Complaint") [Adv. Docket No. 1] ¶ 4. As noted above, although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(f)(4), here, the fact that the Goetz A.P. has been commenced would be relevant to the court's consideration. With respect to the factors: (i) the Debtors have filed a motion to stay the Goetz A.P. pending resolution of the sale process, but the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Goetz A.P. was commenced, and the Goetzes have responded by, among other things, admitting in part and denying in part certain of the allegations set forth in the Complaint, evidences that a dispute exists as between the Debtors and the Goetzes as to the validity of the liens. See Response to Complaint; Demand or Jury Trial Adv. Docket No. 51. Robert Green Parcel 12 of $1,340,426.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Parcel Map 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 37207 2024-0199891 recorded on July 5, 2024 and the claimant did not commence an action to foreclose prior to the Petition Date (which fell before the end of the 90-day window (October 3, 2024) or provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Parcel 12 of $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Parcel Map 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 37207 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel 12 of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Parcel Map 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 37207 2025-0048221 42 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 44 of 149 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel 12 of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Parcel Map 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 37207 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 1 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 1 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 1 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required .by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 43 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 45 of 149 Robert Green Lot 1 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Jack R. Tracy Lot 1 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 1 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 1 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 46 of 149 violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure in violation of the automatic stay had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 1 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 1 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 1 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 1 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 1 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 2 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 45 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 47 of 149 Joshua Frantz Lot 2 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 2 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 2 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 2 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to 46 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 48 of 149 enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 2 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 2 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 2 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 2 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 2 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 47 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 49 of 149 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 2 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 2 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 3 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 3 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 3 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that " i f the claimant does Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 50 of 149 not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 3 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 3 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 3 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363 4 . H&E Equipment Lot 3 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety 90 days of filing lien or providin notice we Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 51 of 149 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 3 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 3 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 3 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 3 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 3 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code. See In re Linear Electric Company, 2025-0048221 Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 4 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is 50 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 52 of 149 unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 4 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 4 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 4 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 4 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546 b 2 A - B . This lien was filed July 17, 2024 and the 51 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 53 of 149 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 4 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 4 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 4 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 4 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 52 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 54 of 149 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 4 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 4 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 4 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 5 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 5 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 5 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546 b 2 A - B . This lien was filed on July 5, 2024 and the 53 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 55 of 149 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 5 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Jack R. Tracy Lot 5 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363 4 . Bruce Maize Lot 5 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California 54 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 56 of 149 law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 5 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 5 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 5 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 5 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 5 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 5 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 6 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants 55 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 57 of 149 "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Const. Loan Serv. Lot 6 of Tract $17,057,896.23 11 U.S.C. § 363(f)(4) (state court suit). Builders Capital is named as a defendant in a complaint for II LLC (Builders Map 37730 11/28/2022 foreclosure of mechanic's liens filed by UCS against Robert Green Residential, Inc., et al., under Case Capital) 2022-0482949 No. CVPS2403638 that is presently pending before the Riverside County Superior Court and which has been consolidated before Judge Bustamante under Case No. CVPS2301220 (the "UCS Suit"). The UCS Suit alleges that UCS is owed the amount of the lien for work performed on real property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Executive Lot 6 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not Ut Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 58 of 149 foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona.fide dispute for purposes of section 363(f)(4). Ultimate Lot 6 of Tract $72,298.25 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens as set forth in state court Communication Map 37730 4/30/2024 suit). The UCS Suit alleges that UCS is owed the amount of the lien for work performed on real Systems 2024-0125331 property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, 2024-0187091 LLC and also named Construction Loan Services, Il, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. AJ Miller Roofing Lot 6 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 6 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 6 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety 90 days of filing lien or providing notice 57 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 59 of 149 Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fade dispute for purposes of section 363(f)(4). Executive Lot 6 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fade dispute for purposes of section 363(f)(4). Joshua Frantz Lot 6 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fade dispute for purposes of section 363(f)(4). Robert Green Lot 6 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363 4 . 61:� Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 60 of 149 Robert Green Lot 6 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 6 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 6 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Inc. Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Bruce Maize Lot 6 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 59 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 61 of 149 H&E Equipment Lot 6 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 6 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 6 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 3, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 6 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 6 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 6 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 7 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are su erior to one another and are superior to the Mechanic's Lien of White's Steell alleged below" but Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 62 of 149 that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Const. Loan Serv. Lot 7 of Tract $17,057,896.23 11 U.S.C. § 363(f)(4) (state court suit). Builders Capital is named as a defendant in a complaint for II LLC (Builders Map 37730 11/28/2022 foreclosure of mechanic's liens filed by UCS against Robert Green Residential, Inc., et al., under Case Capital) 2022-0482949 No. CVPS2403638 that is presently pending before the Riverside County Superior Court and which has been consolidated before Judge Bustamante under Case No. CVPS2301220. This suit alleges that UCS is owed the amount of the lien for work performed on real property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Executive Lot 7 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). 11 U.S.C. § 363(f)(4) (bona fide dispute 2024-0181304 as to validity and perfection of liens due to failure to comply with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that " i f the claimant does not commence an action to enforce the lien within that time, the claim of lien 61 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 63 of 149 expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Ultimate Lot 7 of Tract $72,298.25 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens as set forth in state court Communication Map 37730 4/30/2024 suit). The UCS Suit alleges that UCS is owed the amount of the lien for work performed on real Systems 2024-0125331 property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, 2024-0187091 LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaintfor 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. 20/20 Plumbing & Lot 7 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 7 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). r9% Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 64 of 149 Executive Lot 7 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 7 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 7 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 7 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under 63 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 65 of 149 California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 7 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 7 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Inc. Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Bruce Maize Lot 7 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 7 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that M Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 66 of 149 "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona zde dis ute for purposes of section 363(f)(4). Robert Green Lot 7 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 7 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 7 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 7 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 7 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 8 of Tract $40,000,000 11 U.S.C. § 363(f)(4) (bona fade dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the 65 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 67 of 149 Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Const. Loan Serv. Lot 8 of Tract $17,057,896.23 11 U.S.C. § 363(f)(4) (state court suit). Builders Capital is named as a defendant in a complaint for II LLC (Builders Map 37730 11/28/2022 foreclosure of mechanic's liens filed by UCS against Robert Green Residential, Inc., et al., under Case Capital) 2022-0482949 No. CVPS2403638 that is presently pending before the Riverside County Superior Court and which has been consolidated before Judge Bustamante under Case No. CVPS2301220. This suit alleges that UCS is owed the amount of the lien for work performed on real property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Executive Lot 8 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Ultimate Lot 8 of Tract $72,298.25 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens as set forth in state court Communication Map 37730 4/30/2024 suit). The UCS Suit alleges that UCS is owed the amount of the lien for work performed on real Systems 2024-0125331 property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, 2024-0187091 LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaintfor 1) Breach of Written Contract 2) Quantum Meruit 3 Foreclosure of a Mechanic's Lien 4 Recovery on Contractor's Bond T 8. With respect to Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 68 of 149 the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. AJ Miller Roofing Lot 8 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 8 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 8 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 67 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 69 of 149 Executive Lot 8 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 8 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 8 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 8 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under RE Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 70 of 149 California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 8 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 8 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Inc. Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Bruce Maize Lot 8 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 8 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that " i f the Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 71 of 149 claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 8 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 8 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 8 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 8 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 8 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 9 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 9 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of 011 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 72 of 149 the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lied' and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 9 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lied' and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 9 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lied' and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 9 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lied' and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California 71 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 73 of 149 law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 9 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2028-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363 4 . Robert Green Lot 9 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 9 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 9 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Company Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 9 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 9 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 10 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of the 72 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 74 of 149 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 10 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 10 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 10 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under 73 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 75 of 149 California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 10 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 10 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 10 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 10 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 74 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 76 of 149 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 10 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 10 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 10 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 10 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 11 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 11 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under 75 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 77 of 149 California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 11 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 11 of Tract $168,134.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-199930 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 11 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 11 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546 b 2 A - B . This lien was filed on July 29, 2024 and 76 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 78 of 149 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 11 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 11 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 11 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 11 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 11 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 11 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 77 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 79 of 149 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 12 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environment Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 12 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 12 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 12 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of the %E.j Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 80 of 149 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 12 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 12 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 12 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 12 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). 79 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 81 of 149 Robert Green Lot 12 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 12 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 12 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 13 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Executive Lot 13 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 82 of 149 within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). AJ Miller Roofing Lot 13 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 13 of Tract $776,261.00 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 13 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Executive Lot 13 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of 81 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 83 of 149 the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 13 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 13 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Jack R. Tracy Lot 13 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 13 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Inc. Map 37730 7/17/2024 with Cal. Civil Code ' 8460(a) by foreclosing within ninety 90 days of filing lien or providing notice KIN Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 84 of 149 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Bruce Maize Lot 13 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 13 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 1 I U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 13 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 13 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 13 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 091 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 85 of 149 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 13 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 13 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Executive Lot 14 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona,fide dispute for purposes of section 363(f)(4). AJ Miller Roofing Lot 14 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was fled on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 14 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 86 of 149 California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 14 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Executive Lot 14 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Joshua Frantz Lot 14 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 14 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that " i f the claimant does Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 87 of 149 not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Jack R. Tracy Lot 14 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 14 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Inc. Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the BankruptcyCode. Bruce Maize Lot 14 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(0(4). H&E Equipment Lot 14 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 88 of 149 foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 14 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 14 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 14 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 14 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 14 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 15 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Joshua Frantz Lot 15 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within nine 90 days of filing lien or providing notice Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 89 of 149 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 15 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Jack R. Tracy Lot 15 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 15 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 90 of 149 unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 15 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 15 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 15 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 15 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 15 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 15 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 16 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0170988 thereafter in accordance with 11 U.S.C. 546 b 2 A - B . This lien was filed June 12, 2024 and the Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 91 of 149 Products & claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the Applications 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Joshua Frantz Lot 16 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 16 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 16 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California •N Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 92 of 149 law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 16 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 16 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 16 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 16 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 16 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). 01 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 93 of 149 FJ Zam Company Lot 16 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 16 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 17 of Tract $40,000,000.00 11 U.S.C. § 363(0(4) (bona fide dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint 15. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bonaftde dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Executive Lot 17 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bonafide dispute for purposes of section 363(f)(4). AJ Miller Roofing Lot 17 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety 90 days of filing lien or providing notice 92 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 94 of 149 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 6 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 17 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Executive Lot 17 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). 93 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 95 of 149 Joshua Frantz Lot 17 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 17 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 17 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 17 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Inc. Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the BankruptcyCode. Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 96 of 149 Bruce Maize Lot 17 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 17 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 17 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 17 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 17 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 17 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 IN Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 97 of 149 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 17 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 18 of Tract $23,000.00 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 18 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 18 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363 4 . ro Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 98 of 149 Jack R. Tracy Lot 18 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 18 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 18 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 18 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). 97 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 99 of 149 Robert Green Lot 18 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 18 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 18 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for fling by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 18 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 19 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Joshua Frantz Lot 19 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 52 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 100 of 149 Robert Green Lot 19 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 19 of Tract 14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 19 of Tract $254,707.02 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 19 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 101 of 149 violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 19 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 19 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 19 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 19 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 19 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 20 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint 15. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, theadversary roceeding is pending, the Debtors have a need to expedite the sale of their Assets before Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 102 of 149 the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). /n re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Executive Lot 20 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that '`[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona ode dispute for purposes of section 363(f)(4). AJ Miller Roofing Lot 20 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 6 of Tract $776,261.00 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 101 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 103 of 149 Vermillions Lot 20 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Executive Lot 20 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Joshua Frantz Lot 20 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 20 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under 102 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 104 of 149 California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 20 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 20 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Bruce Maize Lot 20 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 20 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that " i f the 103 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 105 of 149 claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 20 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 20 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 20 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 20 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 20 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 21 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit.) In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint 15. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the 104 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 106 of 149 Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Executive Lot 21 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bonafide dispute for purposes of section 363(f)(4). AJ Miller Roofing Lot 21 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 21 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Vermillions Lot 21 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0170988 thereafter in accordance with 11 U.S.C. 546 b 2 A - B . This lien was filed June 12, 2024 and the 105 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 107 of 149 Products & claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the Applications 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Executive Lot 21 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Joshua Frantz Lot 21 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 21 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 106 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 108 of 149 Jack R. Tracy Lot 21 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was fled July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 21 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Inc. Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of fling lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Bruce Maize Lot 21 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 21 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period 107 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 109 of 149 required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 21 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 21 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 21 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 21 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 21 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 22 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fade dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint 15. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dis ute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 110 of 149 section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Const. Loan Serv. Lot 22 of Tract $16,680,383.94 11 U.S.C. § 363(f)(4) (state court suit). Builders Capital is named as a defendant in a complaint for II LLC (Builders Map 37730 11/28/2022 foreclosure of mechanic's liens filed by UCS against Robert Green Residential, Inc., et al., under Case Capital) 2022-0482451 No. CVPS2403638 that is presently pending before the Riverside County Superior Court and which has been consolidated before Judge Bustamante under Case No. CVPS2301220. This suit alleges that UCS is owed the amount of the lien for work performed on real property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Executive Lot 22 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bonafide dispute for purposes of section 363(f)(4). Ultimate Lot 22 of Tract $72,298.25 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens as set forth in state court Communication Map 37730 4/30/2024 suit). The UCS Suit alleges that UCS is owed the amount of the lien for work performed on real Systems 2024-0125331 property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, 2024-0187091 LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaintfor 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements 1E Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 111 of 149 for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. AJ Miller Roofing Lot 22 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 22 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 22 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Executive Lot 22 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of 110 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 112 of 149 the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 22 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 22 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 22 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 22 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety 90 days of filing lien or providing notice 111 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 113 of 149 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the BankruptcyCode. Bruce Maize Lot 22 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 22 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 22 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 22 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 22 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 WIN Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 114 of 149 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 22 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 22 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 23 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint 15. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Const. Loan Serv. Lot 23 of Tract $14,412,133.45 11 U.S.C. § 363(f)(4) (state court suit). Builders Capital is named as a defendant in a complaint for II LLC (Builders Map 37730 11/28/2022 foreclosure of mechanic's liens filed by UCS against Robert Green Residential, Inc., et al., under Case Capital) 2022-0482683 No. CVPS2403638 that is presently pending before the Riverside County Superior Court and which has been consolidated before Judge Bustamante under Case No. CVPS2301220. This suit alleges that UCS is owed the amount of the lien for work performed on real property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the 113 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 115 of 149 Real Property." Complaintfor 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Executive Lot 23 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bonafide dispute for purposes of section 363(f)(4). Ultimate Lot 23 of Tract $72,298.25 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens as set forth in state court Communication Map 37730 4/30/2024 suit). The UCS Suit alleges that UCS is owed the amount of the lien for work performed on real Systems 2024-0125331 property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, 2024-0187091 LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. AJ Miller Roofing Lot 23 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under 114 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 116 of 149 California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 23 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 23 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Executive Lot 23 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 23 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of 115 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 117 of 149 the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 23 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of fling lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 23 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 23 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Inc. Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of fling lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Bruce Maize Lot 23 of Tract $254,707.02 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of 116 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 118 of 149 the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 23 of Tract $58,687.62 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 23 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 23 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 23 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 23 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 23 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 117 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 119 of 149 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 24 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point 2021-0628130 Holdings, LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Const. Loan Serv. Lot 24 of Tract $14,412,133.45 11 U.S.C. § 363(f)(4) (state court suit). Builders Capital is named as a defendant in a complaint for II LLC (Builders Map 37730 11/28/2022 foreclosure of mechanic's liens filed by UCS against Robert Green Residential, Inc., et al., under Case Capital) 2022-0482683 No. CVPS2403638 that is presently pending before the Riverside County Superior Court and which has been consolidated before Judge Bustamante under Case No. CVPS2301220. This suit alleges that UCS is owed the amount of the lien for work performed on real property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond 18. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. 118 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 120 of 149 Executive Lot 24 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that'`[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Ultimate Lot 24 of Tract $72,298.25 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens as set forth in state court Communication Map 37730 4/30/2024 suit). The UCS Suit alleges that UCS is owed the amount of the lien for work performed on real Systems 2024-0125331 property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, 2024-0187091 LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. AJ Miller Roofing Lot 24 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 24 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0159702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to 119 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 121 of 149 enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Vermillions Lot 24 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Executive Lot 24 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 24 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 24 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of the 120 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 122 of 149 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 24 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 24 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Inc Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Bruce Maize Lot 24 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363 4 . H&E Equipment Lot 24 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of 121 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 123 of 149 the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 24 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 24 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 24 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 24 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 24 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 25 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint 15. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: i the procedural posture of the case; ii the 122 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 124 of 149 need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Const. Loan Serv. Lot 25 of Tract $17,057,896.23 11 U.S.C. § 363(f)(4) (state court suit). Builders Capital is named as a defendant in a complaint for II LLC (Builders Map 37730 11/28/2022 foreclosure of mechanic's liens filed by UCS against Robert Green Residential, Inc., et al., under Case Capital) 2022-0482949 No. CVPS2403638 that is presently pending before the Riverside County Superior Court and which has been consolidated before Judge Bustamante under Case No. CVPS2301220. This suit alleges that UCS is owed the amount of the lien for work performed on real property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Executive Lot 25 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Ultimate Lot 25 of Tract $72,298.25 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens as set forth in state court Communication Map 37730 4/30/2024 suit). The UCS Suit alleges that UCS is owed the amount of the lien for work performed on real Systems 2024-0125331 property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, 2024-0187091 LLC and also named Construction Loan Services, II LLC referred to therein as "Lender" as a party 123 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 125 of 149 to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaintfor 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. AJ Miller Roofing Lot 25 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 20/20 Plumbing & Lot 25 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 25 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is 124 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 126 of 149 unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Executive Lot 25 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 25 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 25 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 25 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to 125 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 127 of 149 enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 25 of Tract $115,623.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the BankruptcyCode. Bruce Maize Lot 25 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 25 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 25 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). 126 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 128 of 149 Robert Green Lot 25 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 25 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 25 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 25 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Lot 26 of Tract $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the Map 37730 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint 15. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Const. Loan Serv. Lot 26 of Tract $17,057,896.23 11 U.S.C. § 363(f)(4) (state court suit). Builders Capital is named as a defendant in a complaint for II LLC (Builders Map 37730 11/28/2022 foreclosure of mechanic's liens filed by UCS against Robert Green Residential, Inc., et al., under Case Capital) 2022-0482949 No. CVPS2403638 that is resently pendingbefore the Riverside County Superior Court and which 127 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 129 of 149 has been consolidated before Judge Bustamante under Case No. CVPS2301220. This suit alleges that UCS is owed the amount of the lien for work performed on real property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Executive Lot 26 of Tract $47,900.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 24, 2024 and 2024-0181304 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 22, 2024), or to provide notice as required by section 546(b) of the Bankruptcy Code. Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Ultimate Lot 26 of Tract $72,298.25 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens as set forth in state court Communications Map 37730 4/30/2024 suit). The UCS Suit alleges that UCS is owed the amount of the lien for work performed on real Systems 2024-0125331 property owned by SilverRock Development Company, LLC and SilverRock Luxury Residences, 2024-0187091 LLC and also named Construction Loan Services, II, LLC (referred to therein as "Lender") as a party to the suit "so the Court can determine priority associated with Lender's right, title, and interest in the Real Property versus UCS' rights, title and interest in the real property related to the allocation of proceeds from the sale of the Real Property." Complaint for 1) Breach of Written Contract 2) Quantum Meruit 3) Foreclosure of a Mechanic's Lien 4) Recovery on Contractor's Bond ¶ 8. With respect to the section 363(f)(4) factors: (i) this suit is stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City and (iii) the fact that the suit was filed and concerns, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. AJ Miller Roofing Lot 26 of Tract $181,593.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 5/24/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0151217 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on May 24, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window (August 22, 2024), or to provide notice as required by section 546 b of the (i6Ay Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 130 of 149 Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). 20/20 Plumbing & Lot 26 of Tract $776,261.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Heating Map 37730 5/31/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0158702 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed May 31, 2024 and the 2024-0264441 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 2024-0364675 90-day window (August 29 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Vermillions Lot 26 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Executive Lot 26 of Tract $47,900.00 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Landscape, Inc. Map 37730 3/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0068345 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on March 12, 2024 and 2024-0181304 the claimant failed to foreclose prior to June 10, 2024 (prior to the Petition Date). Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 26 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code ' 8460(a) by foreclosing within ninety 90 days of filing lien or providing notice 129 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 131 of 149 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was fled on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 26 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 26 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Cockrell Electric Lot 26 of Tract $115,623.00 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0212612 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred before the expiration of the 90-day window on October 15, 2024), or to provide notice as required by section 546(b) of the Bank ru tc Code. Bruce Maize Lot 26 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code ' 8460(a) by foreclosing within ninety 90 days of filing lien or providing notice 130 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 132 of 149 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 26 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 26 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 26 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 26 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 26 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). 131 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 133 of 149 FJ Zam Company Lot 26 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 27 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 27 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 27 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Jack R. Tracy Lot 27 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within nine 90 days of filing lien or providing notice 132 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 134 of 149 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 27 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(0(4). H&E Equipment Lot 27 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 27 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 27 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Corr an Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 133 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 135 of 149 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 27 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 27 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 27 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 28 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 28 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of fling lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 28 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of fling lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546 b 2 A - B . This lien was filed on July 5, 2024 and the 134 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 136 of 149 claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 28 of Tract $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 28 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 28 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the 135 Case 24-11647-MF-W Doc 621-4 Filed 08/15/25 Page 137 of 149 claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Robert Green Lot 28 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 28 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 28 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 28 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 28 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lot 29 of Tract $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Map 37730 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Joshua Frantz Lot 29 of Tract $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of 136 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 138 of 149 the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for ui oses of section 363(f)(4). Robert Green Lot 29 of Tract $3,447,487.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Residential, Inc. Map 37730 7/5/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0199894 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 5, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 3, 2024)), or to provide notice as required by section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lot 29 of Tract $14,584.00 11 U.S.C. § 363(0(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of fling lien or providing notice 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lot 29 of Tract $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Map 37730 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California 137 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 139 of 149 law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lot 29 of Tract $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Map 37730 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lot 29 of Tract $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 29 of Tract $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Map 37730 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lot 29 of Tract $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Map 37730 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 29 of Tract $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lot 29 of Tract $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Map 37730 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Vermillions Lots A-L of $23,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Environmental Tract No. 6/12/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice Products & 37730 2024-0170988 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed June 12, 2024 and the Applications claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of the 138 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 140 of 149 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Vermillions did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Joshua Frantz Lots A-L of $29,048.48 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Tract No. 6/26/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 37730 2024-0184831 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on June 26, 2024, and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 24, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Jack R. Tracy Lots A-L of $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Tract No. 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 37730 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Lots A-L of $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Tract No. 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 37730 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California 139 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 141 of 149 law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Lots A-L of $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Tract No. 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 37730 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Robert Green Lots A-L of $2,216,359.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Tract No. 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 37730 2025-0032062 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lots A-L of $933,063.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on January 31, 2025 in violation Company Tract No. 1/31/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 37730 2025-0032066 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Robert Green Lots A-L of $3,550,240.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 3, 2025 in violation Residential, Inc. Tract No. 2/3/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 37730 2025-0033384 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lots A-L of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Tract No. 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 37730 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Lots A-L of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Tract No. 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 37730 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Parcel E of $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in two suits regarding Parcel Map 10/25/2021 priority, validity, and extent of liens). First, the White's Complaint, which also names Olson, SR 372027 2021-0628130 Lodging, RGC, SRDC, and Cyprus Point Holdings, LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's 140 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 142 of 149 Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Second, Poppy is the defendant in the Olson A.P. in which Olson asserts that its liens are senior to Poppy's liens, thus disputing the extent and amount of Poppy's liens. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest. Cypress Point Parcel E of $31,464,425.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in White's Complaint). Holdings Parcel Map 11/30/2022 Cyprus Point Holdings, LLC (sic) is a named defendant in the White's Complaint, which also names 372027 2022-0486431 Olson, SR Lodging, RGC, SRDC, and Poppy as defendants. In the White's Complaint, White's Steel alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by rPoppyand the other above referenced 141 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 143 of 149 defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). R.D. Olson Parcel E of $5,202,611.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in Olson A.P. and various Construction, Inc. Parcel Map 12/19/2022 state court suits). The Olson A.P. alleges, inter alia, that "[a]n actual present controversy exists 372027 2022-0506680 between [Olson] and Poppy concerning the extent, validity, and priority of [Olson's] and Poppy's 2023-0089714 respective liens against the Mechanics' Lien Parcels." For purposes of section 363(f)(4) the bona fide dispute need not involve the Debtors. Consequently, in addition to the suits discussed below, this 2/2/23 pending adversary proceeding which principally concerns the extent, validity, and amount of disputed 2023-0065253 liens likely satisfies the requirements of section 363(f)(4). Additionally, Olson is the subject of several suits that are pending before the Riverside County Superior Court: (i) L2 Specialties, Inc. v. RD Olson 4/11/23 Construction, Inc., et al., CVPS2300561 (Action 2023-0065253), (ii) R3 Contractors, Inc. v. RD 2023-0103819 Olson Construction, Inc., et al., CVPS2300047, (iii) J. Ginger Masonry, LP v. R.D. Olson Construction, Inc., et al., CVPS2301956 (Action 2023-0133834), a suit involving foreclosure of 4/25/23 mechanic's lien, breach of contract, and common counts, (iv) Rowan Incorporated v. R.D. Olson 2023-0133834 Construction, Inc., et al., CVPS2301769 (suit by Rowan against Olson alleging that Olson has failed to pay Rowan amount owed for electrical labor provided at the Project at Olson's direction and for 5/5/23 foreclosure of mechanic's lien against Debtor SilverRock Lodging, LLC and Olson related to the 2023-0165511 unpaid work which is valid and enforceable), (v) R.D. Olson Construction, Inc. v. SilverRock Lodging, LLC, et al., CVPS2301220, a suit involving foreclosure of mechanic's lien, breach of contract, and 6/27/23 common counts, (vi) Jacobsson Engineering Construction, Inc. v. R.D. Olson Construction, Inc., 2023-0193153 CVPS2401957, a suit involving breach of contract and common counts, (vii) The Siess Companies, Inc. v. RD Olson Construction, Inc., et al., CVPS2302089 (Action 2023-0193153), a suit involving breach of contract, common counts, and foreclosure of mechanic's liens, (viii) Division 7 Services v. SilverRock Lodging, LLC et al, CVPS2300770, a suit involving breach of contract, common counts and foreclosure of mechanic's liens (Action 2023-0103819), and (ix) Trimark Raygal v. SilverRock Lodging, LLC, et al, CVR12302387, a suit involving breach of contract, common counts, and foreclosure of mechanic's liens (Action 2023-0165511). With respect to the factors for section 363(f)(4), (i) all of these suits are stayed as a result of the bankruptcy proceedings, (ii) the Debtors have a need to expedite the sale before the suits can be fully litigated to allow the sale to the Successful 142 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 144 of 149 Bidder to close and the Successful Bidder to begin the process of obtaining entitlements for the Project with the City, and (iii) the fact that the suits were filed and concern, inter alia, the mechanic's liens, offers an objective basis to determine that a dispute exists. Axia Talus, LLC Parcel E of $20,070,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute due to validity of liens in pending adversary proceeding Parcel Map 7/2/2024 captioned SilverRock Development Company, LLC and SilverRock Phase 1, LLC v. Axia Talus, LLC 372027 2024-0195411 and Does 1-20, Adv. Pro. No. 25-50389 on February 25, 2025 (the "Axia A.P." ), which seeks to, inter alia, avoid the deed of trust related to property owned by SRDC that was given to secure the promissory note issued to Axia as part of a transaction to convert Axia's preferred equity interest into secured debt. See Complaintfor Avoidance of Promissory Note and the Deed of Trust Given to Secure the Promissory Note Under 11 U.S.C. §§ 544, 547, 548, and 550 and California Civil Code §§ 3439.04, 3439.05, 3439.07, Damages Under California Civil Code § 1916-3 Et Seq. and California Constitution, Article XV § 1, Cancellation of any Interest Owed Under California Civil Code § 1916- 2 Et Seq. and to Preserve Avoided Liens and Interests for the Benefit of the Bankruptcy Estates under 11 U.S.C. § 551(the "Complaint") [Adv. Docket No. 1] ¶ 4. Although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(f)(4), here, the fact that the Axia A.P. has been commenced is relevant to the court's consideration. With respect to the factors: (i) the Debtors and Axia have agreed to stay the Axia A.P. pending resolution of the sale process, but the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Axia A.P. was commenced, and Axia has responded by, among other things, admitting in part and denying in part certain of the allegations set forth in the Complaint, evidences that a dispute exists as between the Debtors and Axia as to the validity of the liens. See Defendant Axia Talus, LLC's Answer to Plaintiffs SilverRock Development Company, LLC and SilverRock Phase 1, LLC's Complaint rAdv. Docket No. 7]. Jack R. Tracy Parcel E of $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Parcel Map 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 372027 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Parcel E of $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Parcel Map 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 372027 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date which occurred prior to the expiration of 143 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 145 of 149 the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). H&E Equipment Parcel E of $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. Parcel Map 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 372027 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). FJ Zam Company Parcel E of $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation Parcel Map 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 372027 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcel E of $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for fling by claimant on February 18, 2025 in violation Parcel Map 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 372027 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcels F&G $32,643.18 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation 3/12/25 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0073098 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Poppy Bank Parcels F&G $40,000,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in state court suit). In the of Parcel Map 10/25/2021 White's Complaint, which also names Olson, SR Lodging, RGC, SRDC, and Cyprus Point Holdings, 372027 2021-0628130 LLC (sic) as defendants and alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel contends that its Mechanic's Lien alleged below is superior to all other 144 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 146 of 149 Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Cypress Point Parcels F&G $31,464,425.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to extent and priority of liens in White's Complaint). Holdings of Parcel Map 11/30/2022 Cyprus Point Holdings, LLC (sic) is a named defendant in the White's Complaint, which also names 372027 2022-0486431 Olson, SR Lodging, RGC, SRDC, and Poppy as defendants. In the White's Complaint, White's Steel alleges, inter alia, that Poppy is an "encumbrance claimant" with respect to the real property encumbered by White's Steel's lien and that Poppy and the other defendants "claim that their Mechanic's Lien, liens and/or encumbrances and/or claims on said property are superior to one another and are superior to the Mechanic's Lien of [White's Steel] alleged below" but that "[White's Steel] contends that its Mechanic's Lien alleged below is superior to all other Mechanic's Lien, lien and/or encumbrances asserted against the subject property by [Poppy and the other] above referenced defendants." White's Complaint ¶ 5. In determining whether the requirements of section 363(f)(4) are satisfied, the court will consider: (i) the procedural posture of the case; (ii) the need to expedite the sale; and iii) the nature of the basis for determining that a dispute exists. Here, the adversary proceeding is pending, the Debtors have a need to expedite the sale of their Assets before the suit can be fully litigated to allow the sale to the Successful Bidder to close and the Successful Bidder to begin the process of obtaining entitlements to the Project with the City, and the fact that the suit was filed and concerns, inter alia, the extent and priority of Poppy's and Olson's liens on the Debtors' property offers an objective basis to determine that a bona fide dispute exists. Moreover, the dispute need not involve the Debtors directly to satisfy the requirements of a bona fide dispute under section 363(f)(4). In re Gewer, 898 F.2d 730, 733 (9th Cir. 1990) (bona fide dispute need not be between the debtor or trustee and lienholder, but rather, if the outcome of dispute over interest will affect value of estate, statutory language is sufficient to embrace interest). Axia Talus, LLC Parcels F&G $20,070,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute due to validity of liens in pending adversary proceeding of Parcel Map 7/2/2024 captioned SilverRock Development Company, LLC and SilverRock Phase 1, LLC v. Axia Talus, LLC 372027 2024-0195411 and Does 1-20, Adv. Pro. No. 25-50389 on February 25, 2025 (the "Axia A.P.I'), which seeks to, inter alia, avoid the deed of trust related to property owned by SRDC that was given to secure the promissory note issued to Axia as part of a transaction to convert Axia's preferred equity interest into 145 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 147 of 149 secured debt. See Complaintfor Avoidance of Promissory Note and the Deed of Trust Given to Secure the Promissory Note Under 11 U.S.C. §§ 544, 547, 548, and 550 and California Civil Code §§ 3439.04, 3439.05, 3439.07, Damages Under California Civil Code § 1916-3 Et Seq. and California Constitution, Article XV § 1, Cancellation of any Interest Owed Under California Civil Code § 1916- 2 Et Seq. and to Preserve Avoided Liens and Interests for the Benefit of the Bankruptcy Estates under 11 U.S. C. § 551 (the "Complaint") [Adv. Docket No. 1 ] 14. Although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(f)(4), here, the fact that the Axia A.P. has been commenced is relevant to the court's consideration. With respect to the factors: (i) the Debtors and Axia have agreed to stay the Axia A.P. pending resolution of the sale process, but the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Axia A.P. was commenced, and Axia has responded by, among other things, admitting in part and denying in part certain of the allegations set forth in the Complaint, evidences that a dispute exists as between the Debtors and Axia as to the validity of the liens. See Defendant Axia Talus, LLC's Answer to Plaintiffs SilverRock Development Company, LLC and SilverRock Phase I, LLC's Complaint Adv. Docket No. 71. Jack R. Tracy Parcels F&G $14,584.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply of Parcel Map 7/17/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 372027 2024-0211643 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed July 17, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (September 12, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Tracy did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). Bruce Maize Parcels F&G $254,707.02 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply of Parcel Map 7/29/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 372027 2024-0225255 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on July 29, 2024 and the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 27, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because Maize did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for purposes of section 363(f)(4). 146 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 148 of 149 H&E Equipment Parcels F&G $58,687.62 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Services, Inc. of Parcel Map 8/2/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien or providing notice 372027 2024-0231136 thereafter in accordance with 11 U.S.C. 546(b)(2)(A)-(B)). This lien was filed on August 2, 2024 and 2024-0280580 the claimant failed to foreclose prior to the Petition Date (which occurred prior to the expiration of the 90-day window (October 31, 2024), or to provide notice in accordance with section 546(b) of the Bankruptcy Code. The claimant then attempted to foreclose on the lien following the Petition Date in violation of the automatic stay imposed by section 362 of the Bankruptcy Code. This attempted foreclosure had no force or effect. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). FJ Zam Company Parcels F&G $111,612.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation of Parcel Map 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 372027 2025-0048221 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcels F&G $62,689.00 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation of Parcel Map 2/18/2025 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 372027 2025-0048228 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). FJ Zam Company Parcels F&G $32,643.18 11 U.S.C. § 363(f)(4) (liens are void ab initio for filing by claimant on February 18, 2025 in violation 3/12/25 of automatic stay imposed by section 362 of the Bankruptcy Code). See In re Linear Electric 2025-0073098 Company, Inc., 852 F.3d 313 (3d Cir. 2017) (affirming bankruptcy court's determination that construction lien filed in violation of automatic stay is void ab initio). Axia Talus, LLC Personal [$33,261.66 11 U.S.C. § 363(f)(4) (this UCC-1 financing statement was filed in furtherance of the claimant's Property of UCC 1 -2024- purported liens, as discussed above, these liens are disputed between the Debtors and the claimant as Debtor 0196965 the Debtors believe they are the product of a constructively fraudulent transfer or are avoidable SilverRock preferences). See Axia A.P., which seeks to, inter alia, avoid the deed of trust related to property Development owned by SRDC that was given to secure the promissory note issued to Axia as part of a transaction Company, to convert Axia's preferred equity interest into secured debt. See Complaint for Avoidance of LLC Promissory Note and the Deed of Trust Given to Secure the Promissory Note Under 11 U.S.C. §§ 544, 547, 548, and 550 and California Civil Code §§ 3439.04, 3439.05, 3439.07, Damages Under California Civil Code § 1916-3 Et Seq. and California Constitution, Article XV § 1, Cancellation of any Interest Owed Under California Civil Code § 1916-2 Et Seq. and to Preserve Avoided Liens and Interests for the Benefit of the Bankruptcy Estates under II U.S.C. § 551 (the "Complaint") [Adv. Docket No. 1] ¶ 4. Although commencement of an adversary proceeding is not a pre -requisite to a finding of bona fide dispute for purposes of section 363(f)(4), here, the fact that the Axia A.P. has been commenced is relevant to the court's consideration. With respect to the factors: i the Debtors 147 Case 24-11647-MFW Doc 621-4 Filed 08/15/25 Page 149 of 149 and Axia have agreed to stay the Axia A.P. pending resolution of the sale process, but the underlying issue of the potentially fraudulently conveyed deed of trust will be at issue in closing the sale to the Successful Bidder, (ii) the Debtors have a need to expedite closing of the sale, and (iii) the fact that the Axia A.P. was commenced, and Axia has responded by, among other things, admitting in part and denying in part certain of the allegations set forth in the Complaint, evidences that a dispute exists as between the Debtors and Axia as to the validity of the liens. See Defendant Axia Talus, LLC's Answer to Plaintiffs SilverRock Development Company, LLC and SilverRockPhase I, LLC's Complaint [Adv. Docket No. 7]. L&W Supply Parcel 6 of $37,833.98 11 U.S.C. § 363(f)(4) (this contractor's foreclosure suit was voluntarily dismissed on April 6, 2023. Corporation Parcel Map 3/8/2023 There is no record of a new complaint ever having been fled. To the extent the claimant still maintains 37207 2023-0072969 the amount in the underlying lien, it is unperfected for failure to satisfy California Civil Code § 8460(a) and the claimant failed to provide notice in the bankruptcy proceedings as required by section 546 b of the Bankruptcy Code). The Robert Green Unspecified $11,074,000.00 11 U.S.C. § 363(f)(4) (bona fide dispute as to validity and perfection of liens due to failure to comply Company Parcels 7/l/2024 with Cal. Civil Code § 8460(a) by foreclosing within ninety (90) days of filing lien. This lien was 2024-0194768 recorded on July 1, 2024 and the claimant did not commence an action to foreclose prior to September 7/5/2024 29, 2024 (after the Petition Date) or provide notice in accordance with section 546(b) of the 2024-0199886 Bankruptcy Code. Cal. Civil Code § 8460(a) provides that a claimant must "commence an action to enforce a lien within 90 days after recordation of the claim of lien" and that "[i]f the claimant does not commence an action to enforce the lien within that time, the claim of lien expires and is unenforceable." Because the claimant did not foreclose within the 90-day period required under California law, the Debtors dispute the perfection of the lien, which is sufficient bona fide dispute for u oses of section 363(f)(4). Case 24-11647-MF-W Doc 621-5 Filed 08/15/25 Page 2 of 18 RECORDING REQUESTED BY: TBE RE Acquisition Co II LLC, a Delaware limited liability company AND WHEN RECORDED MAIL THIS DEED AND, UNLESS OTHERWISE SHOWN BELOW, MAIL TAX STATEMENT TO: 1 Bryant Park, Suite 200 New York, New York 10018 Attention: General Counsel and Michael Gazzano SPACE ABOVE THIS LINE FOR RECORDER'S USE APNs: See Legal Description on Exhibit A attached GRANT DEED THE UNDERSIGNED GRANTOR DECLARES: DOCUMENTARY TRANSFER TAX $ CITY TAX $ Computed on full value of property conveyed; OR Computed on full value less value of liens or encumbrances remaining at time of sale. Unincorporated Area X City of La Qunita, and Exempt from Affordable Housing and Jobs Act fee per GC27388.1 due to N/A PURSUANT TO UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE SALE ORDER FILED , 2025 IN CHAPTER 11 CASE NO.: 24-11647 (MFW) FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, RGC PA 789, LLC, a Delaware limited liability company as to Parcels 2 and 3, and an undivided 57.2% interest in Parcel 1, SilverRock Development Company, LLC, a Delaware limited liability company as to Parcels 4, 5, 6, 7, 8, 9A, 913, 12 and 13, and SilverRock Land II, LLC a Delaware limited liability company as to an undivided 42.8% interest in Parcel 1 hereby GRANT(S) to TBE RE Acquisition Co II LLC, a Delaware limited liability company Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 3 of 18 the following described real property in the City of La Quinta, County of Riverside, State of California: SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF. Dated: .2025 RGC PA 789, LLC, a Delaware limited liability company By: Name: Douglas P. Wilson Title: CRO By: Name: Christopher Sontchi Title: Independent Manager SilverRock Development Company, LLC a Delaware limited liability company By: Name: Douglas P. Wilson Title: CRO By: Name: Christopher Sontchi Title: Independent Manager [SIGNATURES CONTINUED ON FOLLOWING PAGE] Case 24-11647-MF-W Doc 621-5 Filed 08/15/25 Page 4 of 18 SilverRock Land II, LLC a Delaware limited liability company By: Name: Cassidy Jahn Traub Title: Manager By: Name: Cassidy Jahn Traub, as co -trustee of the Traub Family Revocable Trust dated June 22, 2015 Title: Member By: Name: Priscilla Suzan Traub, as co -trustee of the Traub Family Revocable Trust dated June 22, 2015 Title: Member Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 5 of 18 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF SAN DIEGO On , 2025, before me, Notary Public, personally appeared Douglas P. Wilson who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public (NOTARY PUBLIC SEAL) Case 24-11647-MF-W Doc 621-5 Filed 08/15/25 Page 6 of 18 State of Delaware County of This instrument was acknowledged before me on Sontehi (Name(s) of individual(s)) as as officer or trustee) of behalf of whom the instrument was executed). (Seal, if any) (Date) by Christopher (type of authority, such _ (name of party on Signature of notarial officer Title (and Rank) My commission expires: Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 7 of 18 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF SAN DIEGO On , 2025, before me, , Notary Public, personally appeared Cassidy Jahn Traub who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public (NOTARY PUBLIC SEAL) Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 8 of 18 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF SAN DIEGO On , 2025, before me, , Notary Public, personally appeared Priscilla Suzan Traub who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public (NOTARY PUBLIC SEAL) Case 24-11647-MF-W Doc 621-5 Filed 08/15/25 Page 9 of 18 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Riverside, City of La Quinta and described as follows: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 1A AND 1B 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 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 18 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-04639501 BOTH OF OFFICIAL RECORDS. APN 777-060-083 Case 24-11647-MF-W Doc 621-5 Filed 08/15/25 Page 10 of 18 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 1A AND 1B 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 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE IA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018- 0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 2 Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 11 of 18 EXCEPTING THEREFROM 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 I AND 1B 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 AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1 A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE I AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO.2018- 0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 PARCEL 4: THAT PORTION OF PARCELS 4 AND 18 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: LOT "C" OF LOT LINE ADJUSTMENT NO.2020-0010, AS DISCLOSED BY GRANT DEED RECORDED JULY 15, 2021 AS INSTRUMENT NO. 20210426711 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 I AND 1B 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 Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 12 of 18 SUBSTANCES OR MINERALS FROM SAID PHASE I AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO.2018- 0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APNS 777-490-058, 777-490-063, 777-490-064, 777-490-065 AND 777-490-066 PARCELS: THAT PORTION OF PARCELS 3 AND 4 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: LOT "B" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT DEED RECORDED JULY 16, 2021 AS INSTRUMENT NO. 20210428113 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO.2018- 0 Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 13 of 18 0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-490-037, 777-490-057, 777-490-059 AND 777-490-068 PARCEL 6: PARCEL 5 OF PARCEL MAP NO. 37207 AS SHOWN BY A MAP ON FILE IN BOOK 242 OF PARCEL MAPS, PAGES 72 THROUGH 87, INCLUSIVE, TOGETHER WITH PORTIONS OF PARCELS A AND B OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING FROM PARCEL 5 ABOVE, 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 I AND I 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 AND I PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 113 PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE I AND I PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE I AND I PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-042, 777-490-076 AND PORTIONS OF 777-490-072 AND 777-490-073 Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 14 of 18 PARCEL 7: PORTIONS OF PARCELS A THROUGH C, INCLUSIVE, OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021- 0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO.2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 113 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018- 0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-074 AND PORTIONS OF 777-490-072, 777-490-073, 777-490-075, 777- 490- 077, 777-490-079 AND 777-490-080 PARCEL 8: THAT PORTION OF PARCELS 9,10,11 AND 19 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242 PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: 0 Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 15 of 18 PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0500015 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 113 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018- 0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-046, 777-490-071, 777-060-082, AND 777-060-084 PARCEL 9A: PORTIONS OF PARCELS B AND C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 113 PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW 7 Case 24-11647-MF-W Doc 621-5 Filed 08/15/25 Page 16 of 18 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018- 0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-075, 777-490-077, 777-490-078, 777-490-079 AND 777-490- 080 PARCEL 9B PORTIONS OF PARCEL C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO.2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "D" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM 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 lA AND 1B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE I AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO.2018-0464674 AND Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 17 of 18 RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-079 PARCEL 10: INTENTIONALLY DELETED. PARCEL 11: INTENTIONALLY DELETED. PARCEL 12: LOTS 1 THROUGH 29 AND LOTS A THROUGH L, OF TRACT NO. 3 773 0, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 lA 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 lA PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA 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: 777-510-001 THRU 023; 777-510-025; 777-520-001 THRU 018 Case 24-11647-MFW Doc 621-5 Filed 08/15/25 Page 18 of 18 PARCEL 13: PARCELS E, F AND G OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED FOR RECORD MAY 3, 2017 IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING 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 1 A AND 1 B 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 lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA AND 113 PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA AND 113 PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674, OF OFFICIAL RECORDS. APN: 777-490-053, 777-490-054, 777-490-055 10