2025-11-24 MEMO of Sale Order re SDC DOC #2025-0367729 (002)Recording requested by,
and when recorded return to:
Stewart Title of California Inc.
73020 El Paseo Ste 103
Palm Desert, CA 92260
Order 2664882
DOC # 2025-0367729
11/24/2025 03:56 PM Fees: $417.00
Page 1 of 43
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
"This document was electronically submitted
to the County of Riverside for recording"
Receipted by: CRISTINA#7700
APNs: Sec attached Exhibit A
MEMORANDUM OF SALE ORDER
UNDER 1 I U.S.C. § 363
THIS MEMORANDUM OF SALE ORDER ("Memorandum") is executed as of
November 24 2025, by the undersigned owners of that certain real property located in the City of
La Quinta, County of Riverside, State of California legally described on Exhibit B attached
hereto ("Property").
On August 5, 2024 SilverRock Development Company, LLC, a Delaware limited liability
company, RGC PA 789, 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 filed voluntary
petitions in the United States Bankruptcy Court for the District of Delaware (the "Court") for
relief under chapter 1 1 of the Bankruptcy Code in the case entitled " In re: SILVERROCK
DEVELOPMENT COMPANY, LLC, el al., Debtors, Case No. 24-1 1647 (MFW), Chapter 1 I .
I. On October 23, 2025, the Court entered its 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 THE FORM OF GRANT DEED; AND (IV) GRANTING
RELATED RELIEF (the "Order"), attached hereto (without its exhibits) as Exhibit C.
2. Pursuant to 11 U.S.C. § 363(b) AND (t), the Order authorizes the transfer of the
Property to the Purchaser, as that term is defined in the Order, free and clear of all liens, claims,
interests, encumbrances and other charges, with all such interests attaching to the sale proceeds
to the extent provided in the Order.
3. Pursuant to the Order, Footnote 3, Page 2 "The entirety of the TIC Property is
included in the Purchased Assets", Paragraph 00 further provides that "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
DOC #2025-0367729 Page 2 of 43
Debtors as undivided tenants -in -common with non -debtor SR Land." Footnote 6, Page 4 of the
Order stipulates that "the Sellers hold an undivided interest in the TIC Property. Subject to the
Amended Final DIP Order [Docket No. 437], the Sellers have the right and authority to sell and
transfer the title, rights, and interests in the TIC Properly 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." Paragraph 19 of the Sale Order then
provides that "[t]his 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. 3301."
4. Pursuant to the Order, Paragraph 17 "The sale of the Purchased Assets approved
pursuant to this Sale Order, shall be "free and clear" of the Ground Leases, including any and all
Interests or Claims related thereto. The Ground Leases have been determined to not be "true
leases." Entry of this Sale Order and the recordation of this Sale Order as required under
applicable law shall be sufficient to record the disposition of the Purchased Assets "free and
clear" of such Ground Leases and no other documentation shall be required to evidence that the
sale of the Purchased Assets is "free and clear" of such Ground Leases in accordance with
section 363(f) of the Bankruptcy Code" Pursuant to the motion seeking approval of the Order
[Docket No. 621], the "Ground Leases" are (i) that certain Triple -Net Ground Lease, between
and among SilverRock Development Company, LLC, as landlord, and SilverRock Lodging,
LLC, as tenant, dated as of October 22, 2021, (ii) that certain Triple -Net Ground Lease. between
and among, SilverRock Development Company, LLC, and SilverRock Luxury Residences, LLC,
as tenant, dated as of October 22, 2021, and (iii) that certain Triple -Net Ground Lease, between
and among, SilverRock Development Company, LLC, as landlord, and SilverRock Lifestyle
Residences, LLC, as tenant, dated as of October 22, 2021. As set forth in Exhibit 3 to the Order,
the Ground Leases were recorded with that certain Quitclaim Deed and Memorandum of Ground
Lease on October 25, 2021 as Instrument No. 2021-0628129.
5. The undersigned owners of the Property desire to make the existence of the Order
concerning the Property a matter of public record and therefore have caused this Memorandum
to be recorded in the Official Records of Riverside, California. If there is any inconsistency
between the Order and the Memorandum, the Order shall control. A true and correct copy of the
Order is available from the Bankruptcy Court or may be requested from the parties below.
[SIGNATURES ON FOLLOWING PAGE]
DOC #2025-0367729 Page 3 of 43
SIGNATURE PAGE TO MEMORANDUM OF SALE ORDER
IN WITNESS WHEREOF, the parties have signed this Memorandum as of the date first above
written.
SilverRock Land II, I,I,C,
a Delaware limited liability company
By:
Y
Name: Christopher S. Sontchi
Title: Authorized Signer pursuant
United States Bankruptcy Court
District of Delaware Sale Order
filed October 23, 2025 in
Chapter 11 Case No.: 24-11647 (MFW)
ROC PA 789, LLC,
a Delaware limited liability company
By:_Z54"
Namc: Christopher S. Sontchi
Title: Independent Manager
SilverRock Development Company, LLC,
a Delaware limited liability company
By:_�
Name: C vistopher S. Sontchi
Title: Independent Manager
DOC #2025-0367729 Page 4 of 43
State of Delaware /x
County of W 11Qsle
This instrument was acknowledged before me on 1112HI2025 (U te) b - C isato -er S
Sontchi (Name(s) of individual(s)) aAtik pii_ [t ! , ,
3, as officer or trustee) of,Sil\cr OCK Lard II, L.L C L_.G, SZtvwrt�4Ck
(name of party on behalf of whom the instrument was executed). I tvci C rctki, L L G
(Seal, if any)
i
MEGHAN IRENE PARK
NOTARY PUBLIC
STATE OF DELAWARE
My Commission Expires 01124P2Ct29
DaPP F�
S gnatur 'notarial officer
NQtoPublic
Title (and RanK)
My commission expires: pi J2H j2ZR
DOC #2025-0367729 Page 5 of 43
EXHIBIT A
List of APNs
APN: 777-060-083
APN: 777-060-085
APNs: 777-060-075 AND 777-060-078
APNs: 777-490-058, 777-490-063, 777-490-064, 777-490-065 AND 777-490-066
APNs: 777-490-037, 777-490-057, 777-490-059 AND 777-490-068
APNs: 777-490-042, 777-490-076 AND PORTIONS OF 777-490-072 AND 777-490-073
APNs: 777-490-074 AND PORTIONS OF 777-490-072, 777-490-073, 777-490-075, 777-
490-077, 777-490-078, 777-490-079 AND 777-490-080
APNs: 777-490-046, 777-490-071, 777-060-082, AND 777-060-084
PORTION APN: 777-490-075, 777-490-077, 777-490-078, 777-490-079 AND 777-490- 080
PORTION APN: 777-490-079
APN's: 777-510-001 THRU -023; 777-510-025; 777-520-001 THRU -018
APN's: 777-490-053, 777-490-054 AND 777-490-055
FX}-IIBIT A
DOC #2025-0367729 Page 6 of 43
EXHIBIT B
Legal Description of the Property
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. 2017-0463950, BOTH OF
OFFICIAL RECORDS.
APN 777-060-083
EXHIBIT B - Page 1
DOC #2025-0367729 Page 7 of 43
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 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.
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 1B PROPERTY OR OTHER LANDS, BUT WITHOUT,
EXIIIBIT B - Page 2
DOC #2025-0367729 Page 8 of 43
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.
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 )
EXHIBIT B - Page 3
DOC #2025-0367729 Page 9 of 43
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
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.
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.
EXHIBIT B - Page 4
DOC #2025-0367729 Page 10 of 43
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 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.
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 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
EXHIBITS - Pages
DOC #2025-0367729 Page 11 of 43
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-
490-077,777-490-078, 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, 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.
APN: 777-490-046, 777-490-071, 777-060-082, AND 777-060-084 ( OLD APNS
PORTION OF 777-490-052,777-060-076 and 777-060-077)
EXHIBIT B - Page 6
DOC #2025-0367729 Page 12 of 43
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 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.
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 AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B
PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE
EXHIBIT B - Page 7
DOC #2025-0367729 Page 13 of 43
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.
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's: 777-510-001 THRU -023; 777-510-025; 777-520-001 THRU -018
EXHIBIT B - Page 8
DOC #2025-0367729 Page 14 of 43
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 cf 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, of Official Records.
APN's: 777-490-053, 777-490-054 AND 777-490-055
EXHIBIT B - Page 9
DOC #2025-0367729 Page 15 of 43
EXHIBIT C
Sale Order
(attached)
EXHIBIT C
DOC #2025-0367729 Page 16 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 1 of 28
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
SILVERROCK DEVELOPMENT COMPANY,
LLC, et al.,
Debtors)
Chapter 11
Case No.: 24-1 1647 (MFW)
(Jointly Administered)
Ref. Docket Nos. 315, 396, 437, 536, 577 & 621
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 DEEDI 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 11 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 tirne, the"PSA"),2 (ii) authorizing and approving the sale
2
The Debtors in these chapter 11 cases. along with the ';ast four digits of each Debtor's federal tar 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 1, I.LC (2247). The location of the Debtors' principal place of business and
the Debtors' mailing address is 343 Fourth Avenue, Sari Diego, CA 92101.
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.
DOC #2025-0367729 Page 17 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 2 of 28
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. 621]; and the Court having entered that
certain Order (1) Approving Certain Bidding Procedures and the Form and Manner of Notice
Thereof and (11) Granting Related Relief [Docket No. 3961 (the "Bidding Procedures Order"), as
well as the Order (I) Approving the Debtors.' Selection of a Stalking Horse Bidder; (I1) Approving
Break -Up Fee in Connection Therewith; and (111) Granting Related Relief [Docket No. 536] (the
"Stalking 1-lorse Order") and the Order (I) Approving Auction Procedures; (11) Authorizing
Auction; (Ill) Approving Notice Procedures Related to Auction; and (IV) Granting Related Relief
3
The "Purchased Assets" shall mean shall mean and shall consist of certain real property owned by the Debtors
consisting of approximately I34+- 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 777-490-030, 777-490-046, 777-490-071, 777-060-082, 777-060-
084, 777-510-001 through 023, 777-510-025, 777-520-001 through •I8, and 777-490-053,054 and 055,
including any existing appurtenant rights, permits, entit ements, and improvements, which A PNs correspond to
Parcels I, 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, 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, and the real property described in the legal description set forth in Schedule A of that
certain preliminary title report dated July 8, 2025 Order No. 2664882, all from Stewart Title of California, Inc.
(the "Real Prope"), (ii) and all ofthe Debtors' right. title, and interest in and to all personal property, including,
without limitation, all building materials, supplies, equipment, inventory, temporary fencing, scaffolding, signage,
I-IVAC 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 11, 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. The title reports referenced
in this footnote 3 were not admitted into evidence at the Hearing and do not constitute evidence. They are
referenced herein only to identify the Real Property being conveyed through the Sale Transaction and may not be
relied upon for any other purpose.
2
DOC #2025-0367729 Page 18 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 3 of 28
(the "Auction Procedures Order") [Docket No. 5771; and the Debtors having determined that the
highest and otherwise best offer for the Purchased Assets was made by the Buyer pursuant to the
PSA; and the Court having conducted a hearing on the Motion (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 findings 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.
4
5
The pleadings relied upon by this Court include, but are not limited to: (i) the declarations of Christopher S.
Sontchi, independent Manager of the Debtors filed in support of the Motion [Docket Nos. 623 & 718] (together,
the "Sontchi Declarations"), (ii) the declarations of Jeffrey Z. Adkison, real estate broker to the Debtors, filed in
support of the Motion [Docket Nos. 622 & 717] (together and as revised on the record at the 1 tearing, the "Adkison
Declarations"). (iii) the declaration of Michele Vives, President of the Douglas Wilson Companies, restructuring
advisor to the Debtors, in support of the Motion and as revised on the record at the Hearing [Docket No. 710],
and the declaration of Michael Gazzano, principal of the Buyer, in support of the Motion [Docket No. 721].
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.
3
DOC #2025-0367729 Page 19 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 4 of 28
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 thc 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 II 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. § I58(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 rinds 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 thc Purchased Assets constitute property
ofthe Sellers' bankruptcy estates and title thereto is vested in the Sellers` bankruptcy estates within
the meaning of section 541(a) of the Bankruptcy Code.°
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
6006.
G. On August 5, 2024 (the "Petition Date"), the Debtors filed voluntary petitions in
this Court for relief under chapter II of the Bankruptcy Code, commencing these chapter 11 cases.
The Sellers hold an undivided interest in the TIC Property. Subject to the Amended Final DIP Order [Docket No.
437], 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
DOC #2025-0367729 Page 20 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 5 of 28
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 1 107 and 1 108. 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.
1. 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 F-iearing, has been provided
in accordance with sections 1 02(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. 627, 676, 695 & 697.
5
DOC #2025-0367729 Page 21 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 6 of 28
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; (vii) the Office of the United States Attorney for the District of Delaware; (viii)
the Office of the Attorney General for the State of California; (ix) the Offices of the Secretaries of
State for the States of Delaware and California; (x) all taxing and regulatory authorities having
jurisdiction over any of the Purchased Assets, including the Internal Revenue Service; (xi) all
environmental authorities having jurisdiction over any of the Purchased Assets, including the U.S.
Environmental Protection Agency; (xii) the Debtors' other known creditors and equity security
holders; and (xi ii) all other parties that had tiled 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 21, 2025, as evidenced by the
affidavits of publication filed by the Debtors at Docket No. 635 in these chapter 1 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 (Willis 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
6
DOC #2025-0367729 Page 22 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 7 of 28
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 ofarms'-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 Declarations, which were accepted into evidence by
the Court during the Sale 1-tearing, 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
DOC #2025-0367729 Page 23 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 8 of 28
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
1 I 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 1 I cases.
U. As evidenced by the Adkison Declarations and the Sontchi Declarations, 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
8
DOC #2025-0367729 Page 24 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 9 of 28
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. Initial 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. 'Hie
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) that certain amendment to the Debtors'
existing debtor -in -possession financing facility (the "DIP Facility") provided by the City of La
9
DOC #2025-0367729 Page 25 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 10 of 28
Quinta, California (the "City"). 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
10
DOC #2025-0367729 Page 26 of 43
Case 24-11647-MFW Doc 759 Filed 10/23/25 Page 11 of 28
consummating the Sale Transaction with any fraudulent intent or otherwise improper purpose. The
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 shall not be deemed to be holding itself out to the public as a continuation of
any or all of the Debtors based on the Sale Transaction, the PSA, or this Order. The Buyer shall
not be deemed, as a result of any action taken in connection with the Sale Transaction, to be 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 i l plan safeguards (such as those set forth in sections 1 125 and 1 129
of the Bankruptcy Code), classify claims or equity interests, or extend debt maturities. This Sale
Order does not constitute a sub rose 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
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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
oldie 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(1)(4) and 363(1)(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 cola 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.
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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 inay have been asserted by Cypress 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 ("1)
Authorizing Debtors to Obtain Postpetition Financing; (II) Granting DIP Lender Priming Liens
and Super -Priority Claims; and (111) 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 the Interests
or Claims set forth on Exhibit 2 hereto because sections 363(f)(I) 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 Iienholder's interests may be
extinguished pursuant to a foreclosure sale.
11. 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.8
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 pursuant to sections 3630)0) 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.
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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
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 1 I 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 I I 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(0, 363(m), 365(b), and 365(0 of the Bankruptcy Code, and all of the
applicable requirements of such sections have been complied with in respect of the Sale
Transaction.
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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.
PP. Because any valid, binding, and enforceable liens and interests (including SR
Land's interest in the TIC Property to the extent set forth in Exhibit 3 to the Amended Final DIP
Order) 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 arc adequately protected to the extent of the validity, priority, and
enforceability of such liens.
NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:
I . 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 I -fearing, 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.
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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 the Debtors' 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, notwithstanding the fact that the Debtors may sell the TIC Property as set forth in
the Motion; and (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 1 1 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
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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.
Sale and Transfer of Purchased Assets
6. Pursuant to sections 105(a), 363(b), 363(f), 365(b), and 365(I) 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 (except for
offsets exercised prior to the Petition Date), 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
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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 1 1 cases, 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. This
Sale Order shall be accepted as a recordable instrument by any clerk of any state, county, city,
district, or municipality or other governmental authority and such governmental authorities shall
be authorized to record the Sale Order 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
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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.
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. pen -nits, 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 I I cases or the consummation of the
Sale Transaction. Nothing herein shall require the City to preserve, maintain or recognize the
transfer of any grant, pennit, 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
shall be authorized to accept and record, as applicable, any and all documents and instruments
necessary and appropriate to consummate the Sale Transaction.
I9
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10. Nothing in this Order or the PSA releases, nullifies, precludes or enjoins the
enforcement of any valid police or regulatory liability to a governmental unit to which the Buyer
may be subject as the owner or operator of any property that is a Purchased Asset after the date of
entry of this Order; provided, however, that all rights and defenses of the Buyer under
nonbankruptcy law are preserved. Nothing in this Order or the PSA authorizes the transfer or
assignment of any governmental (i) license, (ii) permit, (iii) registration, (iv) authorization, or (v)
the approval, or the discontinuation of any obligation thereunder, without compliance with all
applicable legal requirements and approvals under police or regulatory law. Nothing in this Order
divests any tribunal of any jurisdiction it may have under police or regulatory law.
11. Upon consummation of the Sale Transaction, if any person or entity that has filed
financing statements, mortgages, mechanic's liens, /is 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 firm
for filing and executed by the appropriate parties, termination statements, instruments of
satisfactions, reconvcyances, 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
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
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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.
12. 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,
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.
13. 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.
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14. Any valid, binding, and enforceable liens or interests (including SR Land's interest
in the TIC Property) shall attach to the proceeds of the Sale Transaction with the same validity.
priority. and enforceability as such liens or interests had against the Purchased Assets. For the
avoidance of' doubt, nothing in this Order or the Exhibits attached thereto, nor any omission of any
liens or interests therefrom, shall constitute a finding regarding the existence. validity, priority,
and/or enforceability of any such liens or interests; provided, however, that the Purchased Assets
shall be sold free and clear of such liens and interests; provided, further, that, nothing in this Order
shall alter or otherwise abridge SR Land's rights as set forth in Exhibit 3 to the Amended Final
DIP Order. For the avoidance of doubt, there is no dispute as to the existence or validity of the
interests of SR Land in the TIC Parcel.
15. Other than with respect to the payment of the following closing costs: U.S. Trustee
Fees, the JLL commission fee approved by that certain Order Authorizing the Retention and
Employment ofJones Lang LaSalle North Americas, Inc. as Real Estate Broker and Advisor to the
Debtors, Effective as of December 23, 2021 [Docket No. 312.1, current property taxes. delinquent
real estate property taxes, disposal costs for non -Debtor owned personal property currently located
on or at the Debtors' Real Property, the CLTA Owners Premium, escrow fees, and inspection fees,
and other disbursements as expressly provided for herein, the proceeds of the Sale Transaction
shall not be utilized or disbursed absent further order oldie Court.
16. The disposition of the Ground Leases pursuant to this Order shall not result in any
determination with respect to (i) any lien priority disputes or (ii) the claims and averments made
in the pending adversary proceeding between R.D. Olson Construction, Inc., any of R.D. Olson
Construction, Inc.'s subcontractors, and Poppy Bank.
Provisions RegardingGround Leases
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17. The sale of the Purchased Assets approved pursuant to this Sale Order, shall be
"free and clear" of the Ground Leases, including any and all interests or Claims related thereto.
The Ground Leases have been determined to not be "true leases." Entry of this Sale Order and the
recordation of this Sale Order as required under applicable law shall be sufficient to record the
disposition of the Purchased Assets "free and clear" of such Ground Leases and no other
documentation shall be required to evidence that the sale of the Purchased Assets is "free and
clear" of such Ground Leases in accordance with section 363(f) of the Bankruptcy Code.
Additional Provisions
18. 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.
19. 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. 3301.
20. 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.
21. 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
23
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Property (collectively, the "Amended Development Documents") and an option agrecment
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
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.
22. 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 II 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.
23. 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,
24
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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.
24. Absent the express written consent of the Buyer, the Debtors shall not settle or
otherwise resolve any existing or future litigation with any third party 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 dr interests are placed on or
affecting the Purchased Assets from and after the Closing Date.
25. To the greatest extent allowed by applicable law, 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
25
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(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) deemed to be holding
itself out to the public as a continuation of any of the Debtors or their respective estates based on
the Sale "Transaction, the PSA, or this Order.
26. 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
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, it is and any party facilitating the closing of the Sale Transaction is entitled to the
full protections of section 363(m) of the Bankruptcy Code, and any issuer of any title insurance
policy to facilitate the consummation of the Sale Transaction may also rely on this Order as to its
and the good -faith oldie Buyer within the meaning of section 363(m) of the Bankruptcy Code.
27. 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.
28. At the Closing of the Sale Transaction, as set forth in the separately filed
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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.
29. 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.
30. The mere failure to specifically include any particular provisions of the PSA,
including any of the documents, agreements, •r 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 inconsistcncies betwzen 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.
31. All time periods set forth in this Sale Order will be calculated in accordance with
Bankruptcy Rule 9006(a).
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32. 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.
33. 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.
34. The provisions of this Sale Order are nonseverable and mutually dependent.
35. 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.
36. 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
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.
Dated: October 23rd, 2025 MART F. WA TH
Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE
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