¹

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan or Disclosure Statement, as applicable.

a.

Chapter 7 Process and Duration.

i.

On the Conversion Date, it is assumed that the Trustee would begin to liquidate the Debtors’ assets, during which time all of the Debtors’ assets would be sold or surrendered to the respective lien holders, and the cash proceeds, net of liquidation-related costs, would then be distributed to creditors in accordance with the priority scheme under section 726 of the Bankruptcy Code.  Under section 704 of the Bankruptcy Code, a Trustee must, among other duties, collect and convert property of the Debtors as expeditiously as is compatible with the best interests of parties in interest, which could result in potentially distressed recoveries.

ii.

The Liquidation Analysis assumes a nine (9) month wind-down process from the Conversion Date to conduct a forced sale of substantially all of the Debtors’ assets. There can be no assurance that the liquidation would be completed within this limited time frame, nor is there any assurance that the recoveries assigned to the assets would in fact be realized. This process includes, among other things, liquidating assets/properties, collecting receivables, and arranging for distributions of available proceeds following the liquidation process. Further, the Trustee would need to wind-down the rest of the Estates which may take an additional 1-2 years depending on potential litigation claims.  It is also likely to assume for purposes of this Liquidation Analysis that non-Debtor entities and their assets would have to be sold and monetized during this period, so the Trustee would also incur administrative expenses, such as payroll, certain overhead, and professional expenses reasonably required to complete the wind-down of the Estates.

b.

Additional Claims.  

i.

The cessation of business in a chapter 7 liquidation could potentially cause additional Claims to be asserted against the Estates that otherwise may not exist absent such a liquidation.  Examples of these kinds of Claims include employee-related Claims, tax liability Claims, superpriority adequate protection Claims, rejection damages Claims and litigation Claims.  These additional Claims could be significant and, in certain circumstances, may be allowed as administrative expenses or priority unsecured claims under the Bankruptcy Code.  While the Debtors have made a good faith estimate of Claims in this hypothetical Liquidation Analysis, the Claims assumed herein may vary from actual asserted Claims.

c.

Avoidance Actions and Litigation.  

i.

No recovery or related litigation costs attributable to any potential avoidance actions under the Bankruptcy Code, including potential preference or fraudulent transfer actions, are included in this Liquidation Analysis.  In addition, this Liquidation Analysis does not consider any additional recovery or Claims that may arise from the outcome of current or potential actions by or against the Debtors.  The Debtors believe that recoveries from such actions or litigation, if any, would be speculative in nature and are therefore not presented herein.

A.

Estimate of Proceeds

1.

Land, Building & Improvements (Net):

i.

Recoveries related to Land, Building & Improvements are net of depreciation and amortization and range from $1.1 billion to $1.3 billion.

ii.

When factoring in FY21 projected net operating income and capitalization rate assumptions from various third-party valuations, recoveries on a consolidated basis range from 46.0% to 51.4% of book value.

2.

Developments in Progress:

i.

Developments in progress reflect partially completed projects.  Due to projects not being fully complete, the assumed recovery on the Conversion Date ranges from 60.0%-70.0%.

3.

Cash and Cash Equivalents:

i.

Cash and Cash Equivalents consists of all cash in banks or operating accounts as of February 28, 2021, and accounts for future cash flows generated at the Properties.  

ii.

Cash balances are rolled forward from February 28, 2021 through the Conversion Date which generates $38 million.  

iii.

Once liquidation begins, cash balances at the Properties are rolled forward for the nine (9) month liquidation period and produce an additional $93 million in cash flow net of obligated capital expenditures.

iv.

The Debtors’ estimated balance of unrestricted cash at the conclusion of the liquidation is approximately $465 million.  The projected cash balance reflects operations through the Conversion Date and nine (9) month liquidation period.

v.

Cash is expected to be fully recoverable and is presented at the entity specific to the property in which the cash is generated. The cash recovered may be materially different if financial institutions have rights of offset against cash.

vi.

This analysis assumes total Cash and Cash Equivalents of $465 million which includes $233 million of United States Treasuries.

4.

Tenant Receivables:

i.

All tenant receivables owned by the Debtors on a consolidating basis are held by the Debtors’ subsidiary entities.  These receivables include, but are not limited to, percent rent, straight-line rent, tenant deferral related to COVID-19, and accrued year end billings.  Straight-line rent has an estimated recovery of 0.0% and the net recovery for these assets range between 37.0%-42.0%.

5.

Outstanding Receivables:

i.

Outstanding receivables include, but are not limited to, insurance claims, receivables related to management fees, and state taxes.  Estimated recovery for these assets range between 40.0% and 50.0%.

6.

Mortgage and Other Notes Receivable:

i.

Mortgage and Other Notes Receivable include, but are not limited to, notes receivable, mortgage escrows for ground rent, insurance, debt service and tenant allowances.  Estimated recovery for these assets range between 85.0% and 90.0%.

7.

Investments in Unconsolidated Affiliates:

i.

Investments in unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the consolidated balance sheets.  Assumed recovery rates range from 0.0% to 1.5%.

8.

Intangible Lease Assets and Other Assets:

i.

Intangible lease assets and other assets primarily include prepaid services or deposits, IT hardware, IT software and deferred financing costs.  The effect of a chapter 7 liquidation, and the costs that would have to be incurred in order to monetize these assets, would

adversely impact the recovery on these assets to the detriment of the Estates.  As such, the estimated recovery ranges from 2.5% to 5.0%.  

9.

Non-Debtor Assets:

i.

Property Specific - Non-CMBS Properties

1.

Property-Level Loans that are not associated with the First Lien Credit Agreement and not associated with CMBS Properties (the “Non-CMBS Properties”) are paid out by recoverable assets and distributed based on priority of the Claim. The Liquidation Analysis assumes that Property-Level Loan lenders who have deficiency claims will assert the full amount of their loan balance against the guarantor on such loans.²  It is assumed any estimated excess funds are sent to the parent entity, the guarantor or the entity holding any intercompany Claims. This is reflected as dividends from non-Debtor subsidiaries and recovery on non-Debtor intercompany claims in the following exhibits attached to this Liquidation Analysis.

ii.

CMBS Properties

1.

Loans related to CMBS properties (the “CMBS Properties”) are assessed at the entity level where recoverable assets are distributed to entity level Claims based on priority. This Liquidation Analysis assumes that Property-Level Loan lenders who have deficiency claims will assert the full amount of their loan balance at the guarantor level.³   It is assumed that any estimated excess funds are sent to the parent, the guarantor or the entity holding the intercompany Claim. CMBS Properties are assumed to be liquidated net of brokerage costs but not burdened with the costs associated with the chapter 7 liquidation. This is reflected as dividends from non-Debtor subsidiaries and recovery on non-Debtor intercompany claims in the following exhibits attached to this Liquidation Analysis.

iii.

Total Non-Debtor Recoveries

1.

Based on the aforementioned assumptions above, total net recovery from non-Debtor to Debtor entities is estimated at $126 million to $163 million.

B.

Deductions from Gross Proceeds

1.

Costs to Liquidate Real Estate Assets:

i.

In addition to professional fees related to the chapter 7 cases, as the Estates monetize real estate assets, additional fees will occur due to, among others, various real estate brokers, lawyers, and asset managers, responsible for finalizing the sale/liquidation of each

²

For the avoidance of doubt, the Debtors reserve all rights with respect to the amount of deficiency Claims, if any, that may be asserted against a guarantor. Nothing herein shall constitute an admission with respect to any legal argument relating to such Claims.

³

For the avoidance of doubt, the Debtors reserve all rights with respect to the amount of deficiency Claims, if any, that may be asserted against a guarantor. Nothing herein shall constitute an admission with respect to any legal argument relating to such Claims.

property.  Based on the Debtors’ historical asset sale costs, the estimated cost per real estate asset sale is 6% of sale proceeds inclusive of broker fees, legal fees and additional fees associated with these transactions.

2.

Chapter 7 Trustee Fees:

i.

Pursuant to sections 326 and 330 of the Bankruptcy Code, the Bankruptcy Court may allow reasonable compensation for the Trustee’s services, not to exceed 25% on the first $5,000 or less, 10% on any amount in excess of $5,000 but not in excess of $50,000, 5% on any amount in excess of $50,000 but not in excess of $1 million, and reasonable compensation not to exceed 3% of such moneys in excess of $1 million, upon all moneys disbursed or turned over in the chapter 7 cases by the Trustee to parties in interest.  For purposes of this Liquidation Analysis, these fees are estimated to be 3% of liquidation proceeds realized not including cash on hand.

3.

Other Professional Fees:

i.

Pursuant to section 726 of the Bankruptcy Code, the allowed administrative expenses incurred by the Trustee, including expenses affiliated with selling/liquidating the Debtors’ assets and winding down operations, will be entitled to payment in full prior to any distribution to Administrative Claims and Other Priority Claims. This Liquidation Analysis estimates professional fees to be approximately $55 million on the high recovery and $65 million on the low recovery, which is based on expected fees and expenses of legal, financial, and other professionals as well as the complexity of the Debtors’ liquidation and wind-down, which may include extensive third-party litigation that the Estates may need to defend and pursue for purposes of settling Claim amounts and monetizing assets.

4.

Operating Wind-Down Costs:

i.

Wind-down costs are assumed to consist primarily of the ordinary course general and administrative costs that will be required to operate the Debtors’ businesses during the nine (9) month liquidation process and during the wind down of the Debtors’ Estates thereafter which is expected to be the minimal amount of time required to expeditiously wind down the Estates.

ii.

The Liquidation Analysis estimates wind-down costs, in the aggregate, of approximately $65 million. This figure is comprised of corporate payroll, benefits & office expenses over the nine (9) month wind-down and additional time the Trustee would need to wind down the rest of the Debtors’ Estates (estimated at 1-2 years).  This does not include property-related costs which are offset by Property level cash flows referenced in Section (A)(3) above.  Moreover, this amount represents approximately 3% of gross liquidation proceeds.  To maximize recoveries on the Debtors’ assets, minimize the amount of Claims, and generally ensure an orderly chapter 7 liquidation, it is assumed that the Trustee will continue to employ or otherwise retain a limited number of the Debtors’ employees for a limited amount of time during the liquidation process to assist with, among other things, vacating all of the Properties, the sale of any Properties, finalization of employee benefit matters, cash collections, payroll and tax reporting, accounts payable and other books and records, and responding to certain legal matters related to the wind-down of the Debtors’ affairs.  Other costs include, without limitation, overhead expenses

for the owned parcels of real estate pending the sales of those assets in the chapter 7 liquidation and document retention and destruction.

C.

Distribution of Proceeds

1.

First Lien Credit Facility Claims:

i.

The Liquidation Analysis assumes estimated First Lien Credit Facility Claims of approximately $1.115 billion in the aggregate as of the Conversion Date comprised of a (i) $439 million term loan (ii) and the balance of a $676 million revolver.

ii.

The Liquidation Analysis concludes that holders of First Lien Credit Facility Claims including recoveries from deficiency claims, will receive 85.0% to 95.2% recovery in a chapter 7 liquidation.⁴

iii.

In the event of a chapter 7 liquidation, the holders of First Lien Credit Facility Claims will, in the aggregate, receive all Cash currently segregated by the Debtors with respect to the Credit Facility Properties (as defined in the Final Cash Collateral Order) in accordance with section 11(a)(ii) of the Final Cash Collateral Order.

⁴

For the avoidance of doubt, the Debtors reserve all rights with respect to the amount of deficiency Claims, if any, that may be asserted against a guarantor. Nothing herein shall constitute an admission with respect to any legal argument relating to such Claims.

2.

Administrative Claims:

i.

Administrative Expense Claims arising in a hypothetical chapter 7 liquidation include the costs of administering the Estates, and claims arising during the Debtors’ chapter 11 cases before conversion into chapter 7 cases such as (a) postpetition service provider payables; (b) accrued postpetition employee obligations; (c) superpriority adequate protection claims, if any, in respect of prepetition secured indebtedness; (d) certain accrued taxes; (e) accrued utility payments; and (f) other liabilities incurred by the Estates in the ordinary course of business.

ii.

This Liquidation Analysis assumes there will be approximately $76 million of Administrative Claims outstanding as of the Conversion Date comprised of priority real estate tax claims, accrued and unpaid postpetition taxes, accrued and unpaid chapter 11 professional fees & postpetition payables.  The total amount of Administrative Claims allowed in these chapter 11 cases could differ materially from the assumptions set forth by this Liquidation Analysis, thereby reducing recoveries available to holders of Claims and Interests in a chapter 7 liquidation.  This Liquidation Analysis does not take into account superpriority adequate protection claims in respect of the diminution in value of collateral securing prepetition secured indebtedness, which claims, if any, may be substantial.

3.

Unsecured Claims:

i.

This Liquidation Analysis assumes there will be approximately $3.175 billion of Unsecured Claims outstanding as of the Conversion Date. This total is inclusive of the Senior Unsecured Notes Claims, potential deficiency claims, if any, and $56 million of accounts payable and accrued liabilities.

ii.

The claims reconciliation process is ongoing and subject to further review.  This may result in higher or lower claims depending on the outcome of such analysis.

iii.

Senior Unsecured Note Claims:

1.

The Liquidation Analysis assumes estimated Senior Unsecured Notes Claims of approximately $1.375 billion in the aggregate as of the Conversion Date comprised of (i) $450 million of 2023 Notes (ii) $300 million of 2024 Notes and (iii) $625 million of 2026 Notes. The Liquidation Analysis concludes that holders of Senior Unsecured Notes Claims will receive a 28.9% to 32.5% recovery in a chapter 7 liquidation.

iv.

The Liquidation Analysis concludes that Unsecured Claims will receive between 0% and 100% (depending on the specific Debtor entity), but on a consolidated average, such claims will receive between 26.7% and 29.9% in a chapter 7 liquidation.

CBL & Associates Properties, Inc.

CBL - Consolidating Debtor Entities - Ch. 7 Liquidation Analysis

$ in Millions

De - Consolidated

Net Book

Recovery %

Recovery $

Consolidating Debtor Entities

Value ⁽¹⁾

Low

High

Low

High

 I. Assets

  Liquidation Value of Real Estate Assets

  1.)

Land, Building & Improvements (Net)

2,484

46.0%

51.4%

1,142

1,278

  2.)

Subtotal

2,484

46.0%

51.4%

1,142

1,278

  Liquidation Value of All Other Assets

  3.)

Developments in Progress

30

60.0%

70.0%

18

21

  4.)

Dividends from Non-Debtor Subsidiaries

61-91

100.0%

100.0%

61

91

  5.)

Cash and Cash Equivalents ⁽¹⁾

465

100.0%

100.0%

465

465

  6.)

Tenant Receivables ⁽²⁾

64

37.0%

42.0%

24

27

  7.)

Outstanding Receivables

3

40.0%

50.0%

1

1

  8.)

Mortgage and Other Notes Receivable (Mortgage Escrow)

2

85.0%

90.0%

2

2

  9.)

Investments in Unconsolidated Affiliates

193

0.0%

1.5%

-

3

  10.)

Recovery on Non-Debtor Intercompany Claims

65-72

100.0%

100.0%

65

72

  11.)

Intangible Lease Assets and Other assets

64

2.5%

5.0%

2

3

  12.)

Litigation & Preference/Avoidance Actions

-

N/A

N/A

-

-

  13.)

Subtotal

947-984

67.4%

69.7%

638

685

Total Estimated Proceeds from Liquidation of Assets

1,780

1,963

 II. Admin / Wind Down Expenses

  14.)

Subtotal

307

312

Net Proceeds Available for Secured Claims

1,473

1,651

 III. Liabilities

  Liquidation Value of Secured Liabilities

  15.)

First Lien Credit Facility

1,115

56.1%

62.8%

625

700

  16.)

Subtotal

1,115

56.1%

62.8%

625

700

Net Proceeds Available for Unsecured Claims

848

951

  Liquidation Value of Unsecured Liabilities

  17.)

Senior Unsecured Notes

1,375

28.9%

32.5%

398

447

  18.)

First Lien Credit Facility Deficiency Claim

1,115

28.9%

32.5%

322

362

  19.)

Property Specific Non-CMBS Properties Guarantee

191-191

28.9%

32.5%

55

62

  20.)

CMBS Properties Guarantee

438-438

11.6%

12.9%

51

57

  21.)

Accounts Payable and Accrued Liabilities

56

39.3%

41.8%

22

23

  22.)

Subtotal

3,175

848

951

 IV. Unsecured Recovery ⁽³⁾

26.7%

29.9%

 Memo: Secured + Unsecured Recovery

 First Lien Credit Facility Recovery

948

1,062

Recovery %

85.0%

95.2%

 Property Specific Non-CMBS Properties

55

62

Recovery %

3.8%

4.2%

 CMBS Properties

51

57

Recovery %

4.4%

4.9%

De - Consolidated

    1)

CBL & Associates Limited Partnership

Net Book

Recovery %

Recovery $

Value ⁽¹⁾

Low

High

Low

High

 I. Assets

  Liquidation Value of Real Estate Assets

  1.)

Land, Building & Improvements (Net)

1

0.0%

0.0%

-

-

  2.)

Subtotal

1

0.0%

0.0%

-

-

  Liquidation Value of All Other Assets

  3.)

Developments in Progress

-

60.0%

70.0%

-

-

  4.)

Dividends from Subsidiaries

556-651

100.0%

100.0%

556

651

  5.)

Cash and Cash Equivalents ⁽¹⁾

327

100.0%

100.0%

327

327

  6.)

Tenant Receivables ⁽²⁾

-

37.0%

42.0%

-

-

  7.)

Outstanding Receivables

0

40.0%

50.0%

0

0

  8.)

Mortgage and Other Notes Receivable (Mortgage Escrow)

-

85.0%

90.0%

-

-

  9.)

Investments in Unconsolidated Affiliates

182

0.0%

1.5%

-

3

  10.)

Recovery on Intercompany Claims

4-4

100.0%

100.0%

4

4

  11.)

Intangible Lease Assets and Other assets

-

2.5%

5.0%

-

-

  12.)

Litigation & Preference/Avoidance Actions

-

N/A

N/A

-

-

  13.)

Subtotal

1069-1164

82.9%

84.6%

887

985

Total Estimated Proceeds from Liquidation of Assets

887

985

 II. Admin / Wind Down Expenses

  14.)

Subtotal

60

56

Net Proceeds Available for Secured Claims

827

929

 III. Liabilities

  Liquidation Value of Secured Liabilities

  15.)

Subtotal

NA

NA

NA

NA

NA

Net Proceeds Available for Unsecured Claims

827

929

  Liquidation Value of Unsecured Liabilities

  16.)

Senior Unsecured Notes

1,375

28.9%

32.5%

398

447

  17.)

First Lien Credit Facility Deficiency Claim

1,115

28.9%

32.5%

322

362

  18.)

Property Specific Non-CMBS Properties Guarantee

191-191

28.9%

32.5%

55

62

  19.)

CMBS Properties Guarantee

139-139

28.9%

32.5%

40

45

  20.)

Accounts Payable and Accrued Liabilities

40

28.9%

32.5%

12

13

  21.)

Intercompany

-

NA

NA

-

-

  22.)

Subtotal

2,860

827

929

 IV. Unsecured Recovery ⁽³⁾

28.9%

32.5%

Net Proceeds Available for Parent

-

-

  23.)

Payment to Parent

NA

NA

NA

-

-

 Memo: Secured + Unsecured Recovery

 First Lien Credit Facility Recovery

322

362

Recovery %

28.9%

32.5%

 Property Specific Non-CMBS Properties Guarantee

55

62

Recovery %

3.8%

4.2%

 CMBS Properties Guarantee

40

45

Recovery %

3.5%

3.9%

De - Consolidated

    2)

Pearland Ground, LLC

Net Book

Recovery %

Recovery $

Value ⁽¹⁾

Low

High

Low

High

 I. Assets

  Liquidation Value of Real Estate Assets

  1.)

Land, Building & Improvements (Net)

97

51.7%

57.7%

50

56

  2.)

Subtotal

97

51.7%

57.7%

50

56

  Liquidation Value of All Other Assets

  3.)

Developments in Progress

8

60.0%

70.0%

5

6

  4.)

Dividends from Subsidiaries

0-0

NA

NA

-

-

  5.)

Cash and Cash Equivalents

6

100.0%

100.0%

6

6

  6.)

Tenant Receivables ⁽²⁾

2

37.0%

42.0%

1

1

  7.)

Outstanding Receivables

0

40.0%

50.0%

0

0

  8.)

Mortgage and Other Notes Receivable (Mortgage Escrow)

-

85.0%

90.0%

-

-

  9.)

Investments in Unconsolidated Affiliates

-

0.0%

1.5%

-

-

  10.)

Recovery on Intercompany Claims

0-0

NA

NA

-

-

  11.)

Intangible Lease Assets and Other assets

9

2.5%

5.0%

0

0

  12.)

Litigation & Preference/Avoidance Actions

-

N/A

N/A

-

-

  13.)

Subtotal

25

47.9%

52.3%

12

13

Total Estimated Proceeds from Liquidation of Assets

62

69

 II. Admin / Wind Down Expenses

  14.)

Subtotal

12

12

Net Proceeds Available for Secured Claims

51

57

 III. Liabilities

  Liquidation Value of Secured Liabilities

  15.)

First Lien Credit Facility

1,115

4.5%

5.1%

51

57

  16.)

Subtotal

1,115

4.5%

5.1%

51

57

Net Proceeds Available for Unsecured Claims

-

-

  Liquidation Value of Unsecured Liabilities

  17.)

Senior Unsecured Notes

-

NA

NA

-

-

  18.)

First Lien Credit Facility Deficiency Claim

-

NA

NA

-

-

  19.)

Property Specific Non-CMBS Properties Guarantee

-

NA

NA

-

-

  20.)

CMBS Properties Guarantee

-

NA

NA

-

-

  21.)

Accounts Payable and Accrued Liabilities

-

NA

NA

-

-

  22.)

Intercompany

-

NA

NA

-

-

  23.)

Subtotal

-

-

-

 IV. Unsecured Recovery ⁽³⁾

NA

NA

Net Proceeds Available for Parent

-

-

  24.)

Payment to Parent

NA

NA

NA

-

-

 Memo: Secured + Unsecured Recovery

 First Lien Credit Facility Recovery

51

57

Recovery %

4.5%

5.1%

De - Consolidated

    3)

CBL & Associates Management, Inc.

Net Book

Recovery %

Recovery $

Value ⁽¹⁾

Low

High

Low

High

 I. Assets

  Liquidation Value of Real Estate Assets

  1.)

Land, Building & Improvements (Net)

19

146.5%

163.8%

28

32

  2.)

Subtotal

19

146.5%

163.8%

28

32

  Liquidation Value of All Other Assets

  3.)

Developments in Progress

8

60.0%

70.0%

5

6

  4.)

Dividends from Subsidiaries

7-13

100.0%

100.0%

7

13

  5.)

Cash and Cash Equivalents ⁽¹⁾

2

100.0%

100.0%

2

2

  6.)

Tenant Receivables ⁽²⁾

1

37.0%

42.0%

0

0

  7.)

Outstanding Receivables

1

40.0%

50.0%

0

1

  8.)

Mortgage and Other Notes Receivable (Mortgage Escrow)

2

85.0%

90.0%

2

2

  9.)

Investments in Unconsolidated Affiliates

8

0.0%

1.5%

-

0

  10.)

Recovery on Intercompany Claims

0-0

NA

NA

-

-

  11.)

Intangible Lease Assets and Other assets

20

2.5%

5.0%

1

1

  12.)

Litigation & Preference/Avoidance Actions

-

N/A

N/A

-

-

  13.)

Subtotal

49-55

33.9%

43.3%

17

24

Total Estimated Proceeds from Liquidation of Assets

45

55

 II. Admin / Wind Down Expenses

  14.)

Subtotal

15

15

Net Proceeds Available for Secured Claims

30

40

 III. Liabilities

  Liquidation Value of Secured Liabilities

  15.)

Subtotal

NA

NA

NA

NA

NA

Net Proceeds Available for Unsecured Claims

30

40

  Liquidation Value of Unsecured Liabilities

  16.)

Senior Unsecured Notes

-

NA

NA

-

-

  17.)

First Lien Credit Facility Deficiency Claim

-

NA

NA

-

-

  18.)

Property Specific Non-CMBS Properties Guarantee

0-0

NA

NA

-

-

  19.)

CMBS Properties Guarantee

0-0

NA

NA

-

-

  20.)

Accounts Payable and Accrued Liabilities

-

NA

NA

-

-

  21.)

Intercompany

4

100.0%

100.0%

4

4

  22.)

Subtotal

4

4

4

 IV. Unsecured Recovery ⁽³⁾

100.0%

100.0%

Net Proceeds Available for Parent

26

36

  23.)

Payment to Parent

NA

NA

NA

26

36

De - Consolidated

    4)

Mall del Norte, LLC

Net Book

Recovery %

Recovery $

Value ⁽¹⁾

Low

High

Low

High

 I. Assets

  Liquidation Value of Real Estate Assets

  1.)

Land, Building & Improvements (Net)

123

69.7%

77.9%

86

96

  2.)

Subtotal

123

69.7%

77.9%

86

96

  Liquidation Value of All Other Assets

  3.)

Developments in Progress

-

60.0%

70.0%

-

-

  4.)

Dividends from Subsidiaries

0-0

NA

NA

-

-

  5.)

Cash and Cash Equivalents ⁽¹⁾

13

100.0%

100.0%

13

13

  6.)

Tenant Receivables ⁽²⁾

4

37.0%

42.0%

1

2

  7.)

Outstanding Receivables

0

40.0%

50.0%

0

0

  8.)

Mortgage and Other Notes Receivable (Mortgage Escrow)

-

85.0%

90.0%

-

-

  9.)

Investments in Unconsolidated Affiliates

-

0.0%

1.5%

-

-

  10.)

Recovery on Intercompany Claims

0-0

NA

NA

-

-

  11.)

Intangible Lease Assets and Other assets

1

2.5%

5.0%

0

0

  12.)

Litigation & Preference/Avoidance Actions

-

N/A

N/A

-

-

  13.)

Subtotal

17

83.3%

84.4%

14

15

Total Estimated Proceeds from Liquidation of Assets

100

110

 II. Admin / Wind Down Expenses

  14.)

Subtotal

14

15