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Notice of Public Sale of Collateral Notice

NOTICE OF PUBLIC SALE OF COLLATERAL NOTICE IS HEREBY GIVEN that, pursuant to: (a) Section 9-610 of the Uniform Commercial Code ("UCC") as in effect in the State of New York and (b) the Security Agreement, dated as of June 2, 2022 (as amended, supplemented or otherwise modified, the "Security Agreement"), by and among, Moshe Silber, an individual (the "Borrower"), Westwood Jackson Apts MM LLC, a Delaware limited liability company ("Westwood MM"), and CBRM Realty Inc, a New York corporation ("CBRM", and together with the Borrower and Westwood MM, the "Debtors"), the other debtors party thereto, and Acquiom Agency Services LLC, as secured party (the "Secured Party"), the Secured Party will offer for sale at public sales (such sales, collectively, the "Auction") all right, title and interest of the Debtors in and to the following collateral (the "Subject Collateral"): (i) Lot 1 consisting of 100% of the limited liability company membership interests in RH Dearborn Redevelopment JV LLC, a Delaware limited liability company, and all proceeds (as defined in the UCC) thereof; (ii) Lot 2 consisting of 100% of the limited liability company membership interests in Fox Capital LLC, a New York limited liability company, and all proceeds thereof; (iii) Lot 3 consisting of (x) 100% of the limited liability company membership interests in Westwood Jackson Apts MM LLC, a Delaware limited liability company and (y) 100% of the limited liability company membership interests in Westwood Jackson Apts LLC, a Delaware limited liability company, and all proceeds of the foregoing; and (iv) Lot 4 consisting of 49% of the limited liability company membership interests in 100 Phillips Parkway LLC, a Delaware limited liability company, and all proceeds of the foregoing. The Subject Collateral is security for the Borrower's obligations under the Credit Agreement, dated as of June 2, 2022 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the lenders party thereto, and Acquiom Agency Services LLC, as administrative agent. TERMS AND CONDITIONS OF THE AUCTION The Subject Collateral is being sold in four separate lots as described above on an "AS IS, WHERE IS, WITH ALL FAULTS" basis pursuant to the following terms and conditions. 1. Parties interested in bidding at the Auction may, subject to executing confidentiality agreements and meeting the bidder qualifications set forth in the bidding procedures (the "Bidding Procedures"), which can be obtained by contacting CBRE Capital Markets, Inc. ("CBRE") as provided below, obtain additional information concerning the Subject Collateral by contacting CBRE. The Bidding Procedures provide additional information about the bidding process, including bidder qualifications, Auction participation and determination of the winning bid. 2. The Auction will be held on July 25, 2024 at 10:00 A.M. (New York City time) via a web-based video conferencing and/or telephonic conferencing program selected by the Secured Party access to which will be made available to qualified bidders. 3. The Subject Collateral will be sold on an "AS-IS, WHERE-IS, WITH ALL FAULTS" basis, without recourse, and without any express or implied representations or warranties whatsoever, including, without limitation, as to the condition of title, value, or quality of the Subject Collateral, or without regard to assets, liabilities, financial condition, or earnings of any Debtor or any of their affiliates. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL WARRANTIES, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, ARE EXPRESSLY DISCLAIMED. The sale of the Subject Collateral is specifically subject to all taxes, liens (other than those of the Secured Party), claims, assessments, liabilities and encumbrances, if any, that may exist against the Subject Collateral under the UCC or other applicable law. The Secured Party makes no representations or warranties and provides no assurances as to any Subject Collateral. Prospective bidders should perform their own diligence as to the Subject Collateral. 4. The Secured Party reserves the right to determine which bidders qualify for participation in the Auction, reject any bid or all bids at the Auction, to announce such other terms at the Auction as may be commercially reasonable in the Secured Party's discretion or to accept non-conforming bids. Further, the Secured Party reserves the right to cancel, postpone or adjourn the Auction by announcement made at the Auction, either before or after the commencement of bidding, without written notice or further publication. The Secured Party reserves the right to credit bid any portion of its secured indebtedness then outstanding under the Credit Agreements at the Auction. The Secured Party reserves the right to implement such other terms or conditions at the Auction or regarding the Auction procedures as the Secured Party, in its sole discretion, determine to be commercially reasonable under the circumstances. All inquiries concerning this Notice of Public Sale and the terms and conditions of the sale (including requirements to be a "qualified bidder") should be made to: CBRE Capital Markets at CBREuccsales@cbre.com. Any person making any inquiry or request must: (i) disclose the person or entity on whose behalf such information is being sought, (ii) execute the confidentiality agreement, which can be reviewed at the website https://tinyurl.com/SilberUCC (case sensitive), and (iii) maintain the confidentiality of the information provided in accordance with the confidentiality agreement. 5-14, 6-24-24
May 14, 2024
May 21, 2024
May 14, 2024 8:10pm