Commercial Property and Related Assets in California

Sale of all of the bankruptcy estate’s right, title, and interest, if any, in and to the following (collectively, “Property” (i) that certain land located in the County of Riverside, State of California, identified by APNs 603-220-061, 603-220-065, 603 220-067, 603- 220-068, and 603-220-069, comprising approximately thirty-five (35) acres, as more particularly described in that certain Deed of Trust dated April 26, 2018, and recorded in the Official Records of Riverside County as Doc. No. 2018- 0162476 (“Land”), (ii) the partially completed hotel resort on the Land (“Improvements” , and together with the Land, “Real Property”), (iii) the tenancy-incommon interests granted to Seller by Coachella Resort, LLC, Force Rubin, LLC, and Force Rubin 2, LLC; (iv) all rights, privileges, and easements appurtenant to the Land, (v) all developments rights, including any development agreements related to the Real Property; (vi) all right, title, and interest in any intangible personal property used in relation to the ownership, development, or operation of the Real Property; (vii) all tangible personal property, including construction materials, equipment, appliances, and furnishings, owned by Seller located on the Real Property or purchased in connection with its development, even if stored off site; all such foregoing Property to be sold free and clear of all liens, claims, encumbrances, and interests other than the Mello Roos Bonds and PACE Bonds and as set forth in any Court order approving the sale; and (viii) all tax attributes of Seller (including, by way of example, any net operating losses) arising from or related to the Property.

The “Property” also includes the Estate’s interest, if any, in development rights and entitlements to develop on the Real Property a full service hotel comprising approximately 199,026 square feet of gross building area that will include, without limitation the following (collectively, “Hotel”); (i) 51 one-story villas split between two-, four- and six-bedroom structures comprising a total of 250 guestrooms, (ii) four restaurants, (iii) outdoor pool, (iv) fitness center, (v) full-service spa with six treatment rooms, (vi) outdoor event space, (vii) approximately 11,125 square feet of dedicated meeting space, (viii) surface parking for approximately 377 automobiles, all built behind an 11-foot high privacy wall, and (ix) the North East corner parcel entitled for a midrise hotel.