UCC PUBLIC SALE NOTICE
PLEASE TAKE NOTICE THAT MSC – Cambridge Charlotte Holdco, LLC ("Secured Party") will offer for sale at public auction ("Sale") 100% of the limited liability interests (the "Interests") in Cambridge Acquisitions, LLC, Cambridge Acquisitions 2, LLC, Cambridge Acquisitions 3, LLC, and Cambridge Acquisitions 4, LLC, each a Delaware limited liability company (collectively, "Pledged Entities") held by Cambridge Mezz LLC, Cambridge Mezz 2 LLC, Cambridge Mezz 3 LLC, and Cambridge Mezz 4 LLC (individually and collectively, "Mezzanine Borrower") as set forth in that certain Amended and Restated Pledge and Security Agreement dated of November 30, 2018 ("Pledge Agreement"), together with certain rights and property representing, relating to, or arising from the Interests (collectively, the "Collateral").
The Sale will take place on August 12, 2025 at 3:00 p.m. Eastern Time in compliance with Uniform Commercial Code Section 9-610 both (i) at Moritt Hock & Hamroff LLP, 1407 Broadway, 39th Floor New York, NY 10018 and (ii) virtually via online video conference. The URL address and password for the online video conference will be provided to all registered participants.
The Sale is being made in connection with the foreclosure on a pledge of the Collateral to the Secured Party by Mezzanine Borrower under the Pledge Agreement, pursuant to which Mezzanine Borrower has granted to Secured Party a first priority lien on the Collateral as collateral for the loan in the original principal amount of $6,900,000.00 ("Mezzanine Loan") from Secured Party to Mezzanine Borrower. The Mezzanine Loan was made pursuant to that certain Mezzanine Loan Agreement, dated October 9, 2018, as modified ("Mezzanine Loan Agreement"). It is the understanding of Secured Party (but without representation or warranty of any kind by Secured Party as to the accuracy of the following) that the Mezzanine Loan is in default.
Based upon information provided by the Mezzanine Borrower and its affiliates, it is the understanding of Secured Party (but without representation or warranty of any kind by Secured Party as to the accuracy of the following) that (i) Mezzanine Borrower owns the Interests, (ii) the Interests constitute the principal assets of the Mezzanine Borrower, (iii) Pledged Entities are the owner of certain real property located at 10101 Claude Freeman Drive, Charlotte, NC ("Property"), (iv) Pledged Entities' principal assets are the Property and certain related rights, and (v) the Property is encumbered by a mortgage lien granted by Pledged Entities as security for a mortgage loan ("Mortgage Loan") made pursuant to that certain Loan Agreement, dated October 9, 2018, as modified ("Mortgage Loan Agreement"). An online datasite for the Sale (the "Datasite") is available at the following link: https://rimarketplace.com/listing/86343/-6-9-million-charlotte-office-ucc-foreclosure-. The Datasite will include certain relevant information that Secured Party possesses concerning the Mezzanine Borrower, the Pledged Entities, the Property, the Mezzanine Loan, and the Mortgage (collectively, the "Disclosed Materials") as well as the Terms of Sale for Public Auction relating to the Sale of the Collateral ("Terms of Sale"). Access to such information will be conditioned upon execution of a confidentiality agreement which can be found on the Datasite. To participate in the auction, prospective bidders must confirm their ability to satisfy the Requirements in the manner described in the Terms of Sale, and following such confirmation, such qualified participants will be provided a URL and password enabling access to the video conference for the Sale. No information provided, whether in the Datasite or otherwise, shall constitute a representation or warranty of any kind with respect to such information, the Collateral or the Sale. Participants are encouraged to review all Disclosed Materials and perform such due diligence as they deem necessary in advance of the Sale.
The Interests will be offered in a single lot. The Interests are being sold strictly on an "AS IS AND WHERE IS" BASIS, AND (i) WITHOUT ANY REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESSED OR IMPLIED) OF ANY KIND MADE BY THE SECURED PARTY (OR ANY OTHER PERSON ACTING FOR OR ON BEHALF OF THE SECURED PARTY), INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE EXISTENCE OR NONEXISTENCE OF OTHER LIENS, THE QUANTITY, QUALITY, CONDITION OR DESCRIPTION OF THE INTERESTS, THE PROPERTY, AND/OR THE VALUE OF ANY OF THE FOREGOING, AND (ii) WITHOUT ANY RECOURSE WHATSOEVER AGAINST THE SECURED PARTY (OR ANY OTHER PERSON ACTING FOR OR ON BEHALF OF THE SECURED PARTY). Without limiting the foregoing, any purchaser must purchase the Interests subject to the terms the governing documents of the Pledged Entities (including their operating agreements).There are specific requirements for any potential bidder in connection with obtaining information, bidding on the Collateral and purchasing the Collateral (collectively, the "Requirements"), including without limitation complying with: (1) the Mezzanine Loan Agreement and other documents executed in connection with the Mezzanine Loan, the Mortgage Loan Agreement and other loan documents executed in connection with the Mortgage Loan, and the Intercreditor Agreement between Secured Party and the holder of the Mortgage Loan dated October 9, 2018, as amended ("Intercreditor Agreement"), including without limitation in each case any requirements contained therein for a sale and transfer of the Collateral, (2) the Pledged Entities' governing documents, (3) the Terms of Sale. The Requirements also include, without limitation, that each bidder must be a "Qualified Transferee" as that term is defined in the Intercreditor Agreement and the successful bidder must satisfy all of the applicable requirements of the Intercreditor Agreement, including but not limited to Section 6 thereof (including, without limitation, the furnishing to the holder of the Mortgage Loan acceptable Third-Party Agreements (as defined in the Intercreditor Agreement)). Meeting any requirements of the Intercreditor Agreement shall be at the sole risk, cost and expense of each prospective bidder. Prospective bidders are advised that the failure to meet such requirements may result in a default under the Intercreditor Agreement and/or the inability of a successful bidder to purchase the Interests. The Secured Party reserves the right to require a showing of financial ability from prospective bidders prior to the date of the Sale. If a prospective bidder is a special purpose entity or an entity with creditworthiness that is, in the Secured Party's reasonable judgment, insufficient to support the requirements herein, the Secured Party reserves the right to require additional credit support in the form of a guaranty by a creditworthy affiliate of such prospective bidder or other appropriate credit support.
The Collateral includes unregistered securities under the Securities Act of 1933, as amended (the "Securities Act"), and Secured Party reserves the right to restrict participation in the Sale to prospective bidders that represent that the Collateral will not be sold, assigned, pledged, disposed of, hypothecated or otherwise transferred without the prior registration in accordance with the Securities Act and the securities laws of all other applicable jurisdictions, unless an exemption from such registration is available.
Secured Party may, prior to the Sale described herein, assign all of its right, title and interest in and to the Mezzanine Loan to an affiliate, and in the case of such assignment the assignee shall be considered the "Secured Party" for all purposes hereunder. Secured Party reserves the right to credit bid, set a minimum reserve price, reject all bids and terminate or adjourn the sale to another time, without further notice. All bids (other than credit bids of Secured Party) must be for cash with no financing conditions and the successful bidder must deliver immediately available good funds (1) for the Required Deposit (as defined in the Terms of Sale) on the date of the Sale, and (2) for the balance of the purchase price for the Collateral on the closing date prescribed by the Terms of Sale. The winning bidder must pay all transfer taxes, recording fees, stamp duties and similar taxes as may be required to be paid under applicable law in connection with the purchase
of the Collateral. Questions may be directed to John Daniels at (312) 224-3260 or John.Daniels@nmrk.com.
IPL0245650
Jul 1,8,15,22 2025