NOTICE OF SALE OF COLLATERAL UNDER THE UNIFORM COMMERCIAL CODE

Debtor:
RIVERFRONT CROSSING HOSPITALITY MEZZ, LLC, a Delaware limited liability company

Secured Party:
BRADFORD ALLEN FUNDING COMPANY LLC, a limited liability company, 300 S. Wacker Drive, 35th Floor, Chicago, IL 60606

Pursuant to the provisions of the Uniform Commercial Code, as enacted in Delaware (6 Del. Code §9-610), and pursuant to the terms and provisions set forth below and as are contained in that certain Pledge and Security Agreement (the “Pledge Agreement”) dated as of February 14, 2017 and executed by Riverfront Crossing Hospitality Mezz, LLC (“Debtor”) and Bradford Allen Funding Company LLC (“Bradford Allen”), Bradford Allen will sell the following described property via auction at public sale (the “Auction”) on June 19, 2020 at 10:00 a.m. (the “Auction Date”), at the offices of Robbins, Salomon & Patt, Ltd., 180 N. LaSalle Street, Suite 3300, Chicago, Illinois: 100% of the legal and beneficial limited liability company interests in RIVERFRONT CROSSING HOSPITALITY OWNER, LLC, a Delaware limited liability company (the “Collateral”). In addition to the Auction being conducted in person as set forth above, the Auction will be held virtually on Zoom and recorded.

This sale is being held to enforce Bradford Allen’s rights in the Collateral to satisfy the indebtedness of the Debtor to Bradford Allen. The Collateral secures the repayment of indebtedness of the Debtor to Bradford Allen in an amount in excess of $5,500,000.00, which figure includes principal, interest, and other amounts due Bradford Allen as of the Auction Date (but not expenses incurred by Bradford Allen in connection with the Auction and enforcement of Bradford Allen’s rights, for which the Debtor is additionally obligated to Bradford Allen under the Pledge Agreement) (the “Indebtedness”).

The terms of the sale will be as follows: All bids must be given orally or in writing at or before the time of sale. In conjunction with such bid, each bidder (except Bradford Allen) must deposit in Robbins, Salomon & Patt, Ltd.’s IOLTA trust account a cashier’s check equal to five percent (5%) of said bidder’s proposed purchase price for the Collateral. Said cashier’s check must be drawn on a national bank or a bank located in Chicago, Illinois. Bradford Allen shall not be obligated to accept any bid if it deems the bid inadequate.

Bradford Allen reserves its right to credit bid for the Collateral under any circumstance, regardless of whether any bid has been received. Bradford Allen shall have the right to adjourn the sale before, during, or after the commencement of bidding. Upon completion of bidding and, if applicable, acceptance of a bid, Bradford Allen shall return all cashier’s checks deposited by unsuccessful bidders and retain the cashier’s check of the successful bidder, if any, as an earnest money deposit. Said successful bidder, if any, will be required to pay the balance of the bid price by cash, or by cashier’s check drawn on a national bank or a bank located in Illinois, within seventy-two (72) hours after the conclusion of the Auction. Failure to pay said balance will result in an automatic forfeiture of the earnest money deposit made by the successful bidder. In such event, Bradford Allen shall have the right to accept the bid of any other bidder at the sale, subject to such bidder’s reaffirmation of its bid. Bradford Allen shall have no obligation to reconvene the sale, accept additional bids, or notify any other bidders of the failure of the successful bidder to consummate the sale. The successful bidder, if any, upon payment of the bid price, will receive from Bradford Allen an assignment of 100% of the legal and beneficial limited liability company interests in the Debtor, Riverfront Crossing Hospitality Owner, LLC. Other than a warranty of Bradford Allen’s security interest in the Collateral, no representations or warranties of any kind (including, without limitation, relating to title, possession, quiet enjoyment, quality or fitness for purpose, merchantability, or the like) are or will be given by Bradford Allen at the time of such assignment.

If Bradford Allen is the highest bidder, via credit bid of some or all of the Indebtedness due, Bradford Allen shall take title to the Collateral in its own name or direct that title be taken in the name and for the account of another. Bradford Allen reserves the right, on or prior to the date of sale, to modify, waive, or amend any terms or conditions of the sale or to impose other terms or conditions on the sale. Bradford Allen further reserves the right, in its sole discretion, to reject any bids and/or to adjourn, delay, or terminate the sale, without notice, other than as announced at the Auction.

NONE OF THE COLLATERAL HAS BEEN REGISTERED FOR SALE UNDER ANY FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS, AND AS SUCH MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY BRADFORD ALLEN OR A PURCHASER OF ANY COLLATERAL EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. ACCORDINGLY: (I) THE COLLATERAL WILL ONLY BE SOLD AS A BLOCK AND WILL NOT BE SPLIT UP OR BROKEN DOWN; AND (II) NONE OF THE COLLATERAL IS CERTIFICATED. FURTHER, ANY PURCHASER MUST REPRESENT TO BRADFORD ALLEN, AT THE TIME OF ASSIGNMENT, THAT (A) THE COLLATERAL IS BEING ACQUIRED FOR THE PURCHASER’S OWN ACCOUNT AND NOT WITH A VIEW TOWARD THE SALE OR DISTRIBUTION THEREOF, AND (B THE COLLATERAL WILL NOT BE RESOLD UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, OR UNDER A VALID EXEMPTION FROM SUCH REGISTRATION.

Upon disposition of the Collateral, the Debtor is entitled to an accounting of the unpaid indebtedness secured by the Collateral. The Debtor may request an accounting by emailing Bradford Allen’s attorneys at the email address shown below.

Prospective purchasers will be furnished, upon request and execution of a non-disclosure agreement acceptable to Bradford Allen, such information concerning the financial position of the Debtor as may, at that time, be in possession of Bradford Allen. Such information will be kept in a secure data room to which such login information will be provided.

Persons interested in bidding should direct all written bids, all requests for information, all requests for Zoom invitation to the Auction, and all other questions or comments to: Emily C. Kaminski, Robbins, Salomon & Patt, Ltd., 180 N. LaSalle St., Suite 3300, Chicago, IL 60601, tel: 312-456-0284, fax, 312-782-6690, email: ekaminski@rsplaw.com. Additional terms and conditions of the Auction, if any, are incorporated herein by reference, and may be found at the following website: www.bradfordallen.com/UCC-Notice.

Dated: June 5, 2020

Steve Jakubowski
Robbins, Salomon & Patt, Ltd.
180 N. LaSalle Street, Suite 3300
Chicago, Illinois 60601
Tel: 312-456-0191
Email: sjakubowski@rsplaw.com
Attorney for Bradford Allen Funding LLC