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Escrow Closing Instructions 2025-12-05 SDC Ltr to Stewart TitleJUDKINS GLATT & RICH LLP 600 B STREET, SUITE 2350 SAN DIEGO, CALIFORNIA 92101-4503 TELEPHONE 619/232-4604 FACSIMILE 619/232-4616 NORTH COUNTY 2784 GATEWAY ROAD, SUITE 104 CARLSBAD, CALIFORNIA 92009 TELEPHONE 760/438-2211 FACSIMILE 760/438-2014 December 5, 2025 VIA EMAIL Stewart Title of California, Inc. Attn: Tamara Castro and Shelly Sanchez 73-020 El Paseo, Ste 103 Palm Desert, CA 92260 ATTORNEYS AT LAW SUSAN E. BONANNO MARC D. BUKSBAUM CLIVE M. ESSAKoW •DAVID H. GETZ + ANDREW M. GLATT •MICHAELE. HULME •EVAN S. RAVICH +ALAN S. RICH, APLC -ANDREW J. SUSSMAN GREG D. JUDKINS (RETIRED) ALLAN L. RUDICK (1929-2021) +CERTIFIED TAXATION LAW SPECIALIST CALIFORNIA BOARD OF LEGAL SPECIALIZATION 'OF COUNSEL Re: Order No. 2664882 Sale of Multiple Parcels, SilverRock Project, Vacant Land, La Quinta, CA Dear Tamara and Shelly: As you know, we represent 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") in connection with the Purchase and Sale Agreement and Joint Escrow Instructions dated November 12, 2025 between, Sellers and Silverrock Hotel Owner LLC, a Delaware limited liability company, Silverrock I Resi Owner LLC, a Delaware limited liability company, Silverrock I Resi Owner LLC, a Delaware limited liability company and Silverrock IA Condo Owner LLC, a Delaware limited liability company (individually and/or collectively, `Buye"), successor -in -interest to TBE RE Acquisition Co II LLC, a Delaware limited liability company ("Original Bum"), as amended by a First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated November 12, 2025 (together, the "Purchase Agreement"), and the above -referenced escrow relating to same. Initially capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. JUDKINS GLATT & RICH LLP December 5, 2025 Page 2 of 5 You have been or will be provided the following documents executed by Seller ("Seller Documents"): (i) Memorandum of Sale Order (original signed and notarized); (ii) Substitution of Trustee and Full Reconveyance (original signed and notarized); (iii) Release of Mechanics' Liens (original signed and notarized); (iv) Joint Termination f Recorded Documents Original signed and notarized); (v) Grant Deed (original signed and notarized); (vi) Assignment and Assumption of Permits; (vii) Bill of Sale; (viii) Real Estate Withholding Statement (593) for RGC PA 789, LLC, a Delaware limited liability company and SilverRock Development Company, LLC, a Delaware limited liability company; (ix) FIRPTAs for RGC PA 789, LLC, a Delaware limited liability company, SilverRock Development Company, LLC, a Delaware limited liability company; (x) Certificates of Status for RGC PA 789, LLC, a Delaware limited liability company, SilverRock Development Company, LLC, a Delaware limited liability company, and Silverrock Land II, LLC, a Delaware limited liability company; (xi) Organizational Documents for each Seller; and (xii) United States Bankruptcy Court District of Delaware Sale Order filed October 23, 2025 in Chapter I I Case No.: 24-11647 (MFW). The purpose of this letter is to provide you conditions and instructions for delivery of Seller Documents and the Purchase Price. You are authorized and directed to proceed with the actions described in Section 3.5 of the Purchase Agreement only if and when the following conditions have been satisfied: a. You hold for the benefit of Sellers the Purchase Price. b. You hold funds from Buyer necessary to pay Buyer's closing costs as set forth in the Purchase Agreement. C. Seller has approved Seller's Estimated Closing Statement. d. You hold fully -executed originals (if to be recorded) or copies of Buyer's Closing Documents as set forth in Section 3.4 of the Purchase Agreement, including without limitation the La Quinta Amended Development Documents as defined in section 5.6 of the Purchase Agreement, along with instruction from the City of La Quinta as to recording order which recording. The recording of the La Qunita Amended JUDKINS GLATT & RICH LLP December 5, 2025 Page 3 of 5 Development Documents shall be post recordation of the Grant Deed, Substitution of Trustee and Full Reconveyance, and Release of Mechanics' Liens. e. Buyer has performed all of the obligations required to be performed by it pursuant to the Purchase Agreement prior to Close of Escrow, and all of the conditions to Seller's obligation to close the transaction set forth in the Purchase Agreement have been satisfied. f. You have been authorized by me in writing to proceed with the Close of Escrow. When the above conditions have been satisfied, you shall comply with the terms of Section 3.5 of the Purchase Agreement. Please date any undated documents as of the Closing Date. Please record (to the extent not previously recorded) in the following order: (1) Memorandum of Sale Order, (2) Substitution of Trustee and Reconveyance, (3) Release of Mechanics' Liens, (4) Joint Termination of Recorded Documents, and (S) Grant Deed. If for any reason the above conditions have not been satisfied by 5:00 p.m. on December 10, 2025, unless otherwise instructed by Seller or me, you must return to me Seller Documents on the next business day. We reserve the right to modify, supplement or revoke these instructions at any time by written instructions to you. You are authorized to accept any modification, supplement or revocation of these instructions by email from Seller or me. If for any reason you cannot accept and comply with these instructions, please notify me immediately. Sincerely, S w4cwv E. BoyLanno- Susan E. Bonanno cc: Hon. Christoper Sontchi (ret.) Douglas P. Wilson Glen Roberts, Stewart Title Erin Fay, Esq. Catherine Lyons, Esq. Bill Ihrke, Esq. Brad Englander, Esq. [TITLE COMPANYACKNOWLEDGEMENT ON FOLLOWING PAGE/ JUDKINS GLATT & RICH LLP December 5, 2025 Page 4 of 5 ACKNOWLEDGEMENT The undersigned acknowledges receipt of these instructions. STEWART TITLE OF CALIFORNIA, INC. B Its: ,fines Ut t'1 _�P p Date: Its: Date: jumaNS GLA T & Rim LLP December 5, 2025 Page 4 of 5 ACKNOWLEDGEMENT The undersigned acknowledges receipt of these instructions STEWART T E OF CALIFORNIA, INC. B: Its: Lsavp Date: 1 Z Its �M- i Lae — Date: 12 co~ 2-1;