NOTICE OF SALE OF COLLATERAL UNDER THE UNIFORM COMMERCIAL CODE

Debtor: 1356 WELLINGTON MEZZ OWNER, LLC, an Illinois limited liability company, and 3015 SOUTHPORT MEZZ OWNER, LLC, an Illinois limited liability company
Secured Party: BRADFORD ALLEN FUNDING COMPANY LLC, a limited liability company
200 S. Michigan Avenue, 18th Floor, Chicago, IL 60604

Under Section 1-101 et. seq. of the Illinois Uniform Commercial Code (810 ILCS 5/1-101) and pursuant to the terms and provisions contained in that certain Pledge and Security Agreement dated as of July 10, 2018 and executed by 1356 Wellington Mezz Owner, LLC and 3015 Southport Mezz Owner, LLC (collectively and individually, “Debtor”) and Bradford Allen Funding Company LLC (“Bradford Allen”), Bradford Allen will sell via auction at public sale (the “Auction”) on May 27, 2022 at 11:00 a.m. (the “Auction Date”), at the offices of Robbins DiMonte, Ltd., 180 N. LaSalle Street, Suite 3300, Chicago, Illinois, virtually hosted on Zoom and recorded, in accordance with the terms and conditions set forth below the following described property: 100% of the legal and beneficial limited liability company interests in 1356 WELLINGTON MEZZ OWNER, LLC, an Illinois limited liability company and 3015 SOUTHPORT MEZZ OWNER, LLC, an Illinois 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.

The terms of the sale will be as follows. All bids must be given orally or in writing at the time of sale. In conjunction with such bid, each bidder (except Bradford Allen) must deposit in Robbins DiMonte, Ltd’s IOLTA trust account a cashier’s check equal to 5% of said bidder’s proposed purchase price for the Collateral. Said cashier’s check must be drawn on 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 cashier’s check drawn on a bank located, in Illinois, within seventy-two (72) hours of 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 1356 Wellington Mezz Owner, LLC, an Illinois limited liability company, and 3015 Southport Mezz Owner, LLC, an Illinois limited liability company. No representations or warranties of any kind are or will be given by Bradford Allen at the time of such assignment.

This sale is being held to enforce Bradford Allen’s rights in the Collateral in order to satisfy the indebtedness of the Debtor to Bradford Allen. The Collateral secured the repayment of indebtedness of the Debtor to Bradford Allen in an amount in excess of $4,500,000.00, which figure includes principal, interest and any amounts due Bradford Allen as of the Auction Date, including the expenses incurred by Bradford Allen in connection with the Auction.

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 a subsidiary or affiliate of Bradford Allen. Bradford Allen further reserves its right, on or prior to the date of sale, to modify, waive, or amend any terms or conditions of the sale or impose any 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.

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, THE COLLATERAL WILL ONLY BE SOLD AS A BLOCK AND WILL NOT BE SPLIT UP OR BROKEN DOWN. IN ADDITION, NONE OF THE COLLATERAL IS CERTIFICATED. FURTHER, ANY PURCHASER MUST REPRESENT TO BRADFORD ALLEN, AT THE TIME OF ASSIGNMENT, THAT (I) THE COLLATERAL IS BEING ACQUIRED FOR THE PURCHASER’S OWN ACCOUNT AND NOT WITH A VIEW TOWARD THE SALE OR DISTRIBUTION THEREOF, AND (II) 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.

Debtor is entitled to an accounting of the unpaid indebtedness secured by the Collateral. Debtor may request an accounting by emailing the Secured Party’s attorneys at the email address shown below.

Prospective purchasers will be furnished, upon request, such information concerning the financial position of 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 upon execution of a non-disclosure agreement acceptable to Bradford Allen.

Persons interested in bidding should direct all requests for information, requests for Zoom invitation to the Auction, written bids, or other questions or comments to: Emily C. Kaminski, Robbins DiMonte, Ltd., 180 N. LaSalle St., Suite 3300, Chicago, IL 60601; facsimile 312-782-6690; email: [email protected]

Dated: __________, 2022 /s/ Steve Jakubowski
Robbins DiMonte, Ltd.
180 N. LaSalle Street, Suite 3300
Chicago, Illinois 60601
Tel: 312-456-0191
Email: [email protected]