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PUBLIC NOTICE OF UCC SALE: Deerpath Plaza in Lake Forest, IL

PUBLIC NOTICE OF UCC SALE OF DEERPATH PLAZA IN LAKE FOREST, IL ON OCTOBER 5TH

1. Executive Summary. LoanCore Capital Credit REIT LLC (“Lender“) intends to sell its collateral to the highest bidder at a sale on October 5th, which potential bidders must qualify to bid at. The collateral consists primarily of 225 Deerpath Investors, LLC’s (“Company”) 100% limited liability company interest in 225 E. Deerpath, LLC, a Delaware limited liability company (“Owner“), which in turn is the owner of certain real property located at 225 E. Deerpath, Lake Forest, IL 60045, commonly referred to as “Deerpath Plaza.” For more information, see the listing here or contact Lender’s sale advisor, Brock Cannon of Newmark Knight Frank by email at: [email protected].

2. Legal Background. Pursuant to (i) the Mezzanine Loan Agreement dated December 31, 2013 (“Loan Agreement“), between Company and Lender, (ii) the Pledge and Security Agreement dated December 31, 2013 (“Pledge Agreement“), by Company in favor of Lender, and (iii) the other “Loan Documents” (as defined in the Loan Agreement), Lender has made loans to Company that are secured by, inter alia, the Sale Assets.

3. Time and Location of Sale. Pursuant to § 9-610 and other applicable provisions of the Uniform Commercial Code, as enacted in all applicable jurisdictions (“UCC“), and the Loan Documents, Lender will offer the Sale Assets for sale in a single block to a single purchaser at a public sale (“Sale“) to be virtually conducted at the offices of Goldberg Kohn Ltd., 55 E. Monroe, Ste. 3300, Chicago, IL 60603, virtually or telephonically as determined by Lender, at 12:00 p.m. (CST) on October 5, 2021. All qualified bidders may virtually attend and participate at the Sale. The Sale Assets secure the payment and performance of all of Company’s obligations under the Loan Documents. Company is in default of its obligations under the Loan Documents.

4. Amounts Owed Under Loan Documents. As of the open of business on July 22, 2021, exclusive of all other accrued and accruing fees, costs, and other liabilities due under the Loan Documents (including legal fees and expenses), the aggregate principal amount owed by Company to Lender is not less than $2,134,645.03, and the aggregate amount of accrued interest (inclusive of accrued default rate interest) owed by Company to Lender is not less than $510,781.57.

5. Assets Being Sold. Subject to the terms herein (capitalized terms used but not otherwise defined in this paragraph have the meanings given to them in the Pledge Agreement), “Sale Assets” means, collectively, the Collateral (as defined in the Loan Agreement), including:

  1. Company’s 100% limited liability company interest in 225 E. Deerpath, LLC, a Delaware limited liability company (“Owner“), together with the certificates evidencing the same (collectively, “Pledged Interests“);
  2. all ownership interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Pledged Interests, or otherwise received in exchange therefor, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests;
  3. all rights of Company under the Relevant Documents or any other agreement or instrument relating to the Pledged Interests, including:
    1. all rights of Company to receive moneys or distributions with respect to the Pledged Interests due and to become due under or pursuant to the Relevant Documents,
    2. all rights of Company to receive proceeds of any insurance, indemnity, warranty, or guaranty with respect to the Pledged Interests,
    3. all claims of Company for damages arising out of or for breach of or default under a Relevant Document, and
    4. any right of Company to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder;
  4. all cash, monies, and payment intangibles of Company pledged to Lender under the Loan Agreement; and
  5. all proceeds of and to any of the property of Company described in clauses (a) through (d) above; and, to the extent related to any property described in the foregoing or such proceeds, all books, correspondence, credit files, records, invoices, and other papers.

The Sale Assets expressly exclude any assets not capable of being sold pursuant to § 9-610 of the UCC and may be subject to additional inclusions and exclusions to be negotiated with Lender.

Based on disclosures made by Company to Lender (but without representation or warranty of any kind by Lender as to the accuracy of the following), Owner is a wholly owned subsidiary of Company, and that the principal asset of Owner is certain real property located at 225 E. Deerpath, Lake Forest, IL 60045, and such real property is subject to one or more mortgages and security interests.

6. Method of Intended Disposition and Terms of Sale. Lender will offer to sell the Sale Assets by public sale under the UCC on terms acceptable to Lender. The Sale Assets will be offered for sale in a single block to a single purchaser, “AS IS, WHERE IS”, “WITH ALL FAULTS”, and without any recourse, representation, warranty, or guaranty of any kind or nature, whether express, implied, or statutory. The Sale Assets will be offered and sold at the Sale for cash only except as Lender may otherwise agree to in writing.

7. Bid Procedures. All offers must not contain any contingencies unsatisfactory to Lender and will be subject to such other bid procedures as Lender may establish from time to time. The Sale will be held with reserve. Lender reserves the right, at any time, to withdraw all or any portion of the Sale Assets from the Sale, cancel or postpone the Sale from time to time, and to announce other or additional terms, conditions, or auction procedures as Lender may determine at or prior to the Sale. Lender further reserves the right to elect to sell the Sale Assets by private sale in Lender’s discretion, and Lender has no obligation to accept any qualified bid. Only bidders that comply with the following requirements (a “Qualified Bidder“) may participate at the Sale:

  1. delivery to Lender of an acceptable confidentiality agreement;
  2. delivery to Lender of an acceptable qualified investor letter agreeing that, inter alia, such person is an “accredited investor” as such term is defined in Section 501 of Regulation D of the Securities Act, the Sale Assets are being acquired for investment purposes only and only for its account, the Sale Assets have not been registered under the Securities Act, nor qualified under the securities laws of any other jurisdiction, and the Sale Assets cannot be resold unless registered under the Securities Act and qualified under applicable securities laws, or unless exemptions are available; and
  3. satisfaction of any other qualification requirements that Lender may announce at or prior to the Sale. In all events, Lender, or its designee, is and will be a Qualified Bidder, may credit bid all or any portion of the Obligations (as defined in the Loan Agreement), and reserves the right to provide financing to any prospective bidder.

8. The SALE Assets will be offered for PURCHASE at the Sale IN A SINGLE BLOCK on an “AS IS, WHERE IS” basis, with all faults, and without ANY recourse, representation, guarantee, OR warranty of any kind or nature, whether express, implied, or statutory, including any REPRESENTATION, GUARANTEE, OR warranty AS TO, OR relating tO, merchantability, fitness for a particular purpose, quiet enjoyment, title, possession, or the like. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LENDER AND ITS AGENTS HEREBY DISCLAIM ANy AND ALL REPRESENTATIONS, GUARANTEES, AND WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING ANy and all REPRESENTATIONS, GUARANTEES, AND WARRANTIES OF MERCHANTABILITy, OF FITNESS FOR A PARTICULAR PURPOSE, and of quiet enjoyment, title, possession, AND the like. LENDER AND ITS AGENTS WILL NOt BE, NOR WILL THEY BE DEEMED TO BE, LIABLE OR OBLIGATED IN ANY MANNER WHATSOEVER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVEr. LENDER AND ITS AGENTS will not incur any FEES, costs or expenses, or be liable or responsible in any manner for any OBLIGATIONS whatsoever WITH RESPECT TO, OR related to, the transfer, delivery, or performance of any of the SALE assets.

9. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY, THE SALE ASSETS TO OR FROM ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.

10. Deficiency Claim and Notice of Right to Accounting. Lender will apply the proceeds received for the Sale Assets in accordance with the Loan Documents. Lender reserves all rights against Company and all other obligors for all obligations remaining after the Sale. Company is entitled to an accounting of the unpaid obligations secured by the Sale Assets, which it may request free of charge by contacting Lender in accordance with Section 4.3 of the Pledge Agreement.

11. Contact Information. If you would like to become a Qualified Bidder, or if you have any questions about the Sale, please contact Lender’s sale advisor, Brock Cannon of Newmark Knight Frank by email at: [email protected]

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