PUBLIC NOTICE OF UCC SALE: PSW Webbervile, LLC

NOTICE OF PUBLIC UCC ARTICLE 9 FORECLOSURE AUCTION

Certain Assets of  PSW Webberville, LLC

PLEASE TAKE NOTICE that on July 31, 2024, at 11:00 a.m., Dallas, Texas time, a public sale (the “Public Sale”) shall be conducted of the personal property, whether previously, now, or hereafter constituting the items described below (collectively, the “Sale Collateral”) of PSW WEBBERVILLE, LLC (“Borrower” or “Debtor”).  Such public sale will be conducted via an online video conference using Zoom or another similar video conferencing platform.  This Public Sale is being held to enforce the rights of Secured Party.

The Sale Collateral is as follows:

All equity interests of Borrower in SB Webberville Road, LLC and the certificates representing such interests and any interests of Borrower on the books and records of such entity or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such equity interests.

All undefined terms used in this Schedule shall have the meaning ascribed to those terms under the UCC.

THE SALE COLLATERAL IS SUBJECT TO THAT CERTAIN AMENDED AND RESTATED COMPANY AGREEMENT DATED NOVEMBER 3, 2020 (THE “COMPANY AGREEMENT”) OF SB WEBBERVILLE ROAD, LLC (THE “COMPANY”), EXECUTED BY PSW WEBBERVILLE, LLC, AS COMMON MEMBER AND MANAGER (“PSW WEBBERVILLE”), OVATION FINANCE HOLDINGS 5 LLC, AS PREFERRED MEMBER (AS SUCCESSOR IN INTEREST TO OVATION FINANCE HOLDINGS 2 LLC, “OVATION”), AND PSW REAL ESTATE, LLC AS PARENT SPONSOR.

THE COMPANY AGREEMENT INCLUDES CERTAIN LIMITATIONS WITH RESPECT TO ADMISSION OF NEW MEMBERS.  FURTHER, AN INTERIM COMMON MEMBER PAYMENT DEFAULT HAS OCCURRED UNDER THE COMPANY AGREEMENT, WHICH GIVES OVATION, AS THE PREFERRED MEMBER, CERTAIN RIGHTS AND REMEDIES WITH RESPECT TO THE SALE COLLATERAL, INCLUDING THE RIGHT TO AUTOMATIC ASSIGNMENT OF THE SALE COLLATERAL IF CERTAIN PAYMENTS ARE NOT EFFECTUATED UNDER THE PRESCRIBED TIME FRAME SET FORTH IN THE COMPANY AGREEMENT.

ALL ASSETS SOLD AT THE FORECLOSURE SALE WILL BE SOLD ON AN “AS-IS, WHERE-IS” BASIS, WITH ALL FAULTS, AND NO WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, CONCERNING THE COLLATERAL FOR SALE IS BEING MADE BY THE LENDER OR ANY AGENT, ATTORNEY, OR REPRESENTATIVE OF THE LENDER.

The Sale Collateral will be sold to the highest qualified bidder for cash, or the credit against outstanding indebtedness held by the Secured Party or for which the Secured Party is entitled by contract to bid.  Please be advised that Secured Party, and any assignees of the Secured Party, reserve their right to credit bid, and may credit bid, at the public sale of the Sale Collateral.  Secured Party will sell the Sale Collateral on terms acceptable to the Secured Party at its sole option.

There will be no warranty made or provided relating to title, possession, quiet enjoyment or the like in connection with the disposition.

To be a qualified bidder, a prospective bidder must, on or before 5:00 p.m. (Dallas, Texas time) on July 26, 2024, both: (i) contact counsel for the Secured Party at the e-mail address set forth below and provide the Secured Party’s counsel with current contact information and such adequate assurances of bidder’s ability to perform as the Secured Party may reasonably request; and (ii) provide the Secured Party’s counsel with a refundable cash deposit of at least fifty thousand dollars ($50,000) to secure any bids that the bidder may submit at auction.  The Secured Party shall not be required to post any such deposit in order to participate in the auction.  All deposits of qualified bidders, other than the successful bidder, will be refunded after the auction.  The highest qualified bidder at the auction will be required to deposit the full amount of the bid price in escrow with Holland & Knight LLP by way of a bank wire that is received by Holland & Knight LLP, no later than July 31, 2024, at 4:00 p.m., Dallas, Texas time.

Interested parties who would like additional information should contact Brent R. McIlwain, counsel for the Lender, by e-mail at [email protected] or by phone at (214) 964-9481.