NOTICE OF PUBLIC SALE OF COLLATERAL UNDER NEW YORK UNIFORM COMMERCIAL CODE PLEASE TAKE NOTICE that, pursuant to: (a) Section 9-610 of the New York Uniform Commercial Code, and (b) that certain Credit and Security Agreement dated as of June 9, 2014, (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among Oxford Finance, LLC, as a lender and as agent (the "Agent"), the Lenders party thereto (collectively, the "Lenders") and SB Operating Company LLC (the "Borrower") by and among the Agent, the Lenders, and the Borrower, the Agent will sell all of the Borrower's (a) inventory; (b) equipment; (c) books and records evidencing or relating to or associated with any of the foregoing and any and all claims, rights and interests of any of the foregoing, (d) all information and data compiled or derived by the Borrower with respect to any of the foregoing (other than any such information and data subject to legal restrictions of patient confidentiality); (e) all other personal property of the Borrower not described above whether now existing or hereafter acquired and located at 1561 Cold Spring Road, Williamstown, MA 01267; and (f) the collections and proceeds, whether cash or non-cash, of all of the foregoing (collectively, the "Assets"). The Assets secure the repayment of the indebtedness of the Borrower to the Agent and the Lenders under the Credit Agreement. Subject to all the terms of this Notice, the Assets will be sold pursuant to public auction (the "Sale") to be held at via video conference on November 9, 2020 (the "Sale Date"), at 9:00 a.m. (ET). The Assets will be sold pursuant to the following terms and conditions: on the Sale Date, the Assets will be offered for sale, in bulk, with reserve, and sold to the highest bidder at the conclusion of the Sale, as determined by the Agent in its sole and absolute discretion, on an "AS IS, WHERE IS" basis, with all faults, without recourse, and without any express or implied representations or warranties whatsoever, including, without limitation, condition of title, value or quality of the Assets, or with regard to assets, liabilities, financial condition or earnings of the Borrower or any of its affiliates. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, POSSESSION, QUIET ENJOYMENT, OR THE LIKE IN THIS DISPOSITION ARE EXPRESSLY DISCLAIMED. As a condition to bidding at the Sale, at least two (2) business days prior to the Sale Date, all bidders (other than the Agent) shall present an earnest money deposit in the form of a cash, money order, certified or cashier's check, major credit card, or personal check, so long as such personal check is accompanied by a letter of guaranty from the payor bank, made payable to the Agent for not less than twenty-five percent (25%) of their initial bid for the Assets (the "Initial Deposit"). Upon acceptance of a bid (the "Accepted Bid"), the successful bidder (other than the Agent) shall pay the Agent the full amount of the Accepted Bid minus the Initial Deposit (the "Balance"), within forty-eight (48) hours of the conclusion of the Sale. If the successful bidder fails to pay the Balance of its bid within such time, bidder shall forfeit the Initial Deposit to the Agent as liquidated damages and the Agent may (but shall not be obligated to) offer the Assets to the next highest bidder. The Agent reserves its right, on or prior to the Sale Date, to withdraw all or a portion of the Assets from the Sale for any reason whatsoever, modify, waive or amend any terms or conditions of the Sale or impose any other terms or conditions on the Sale and, if the Agent deems appropriate, to reject any or all bids or to continue the Sale to such time and place as the Agent, in its sole and absolute discretion, may deem fit, or to cancel such Sale. Additional or amended terms and conditions of the Sale may be announced on the Sale Date, or any continued Sale. The Agent, on behalf of the Lenders, reserves its right to credit or otherwise bid at the Sale and to apply the expenses of the Sale and all or any part of the total amount of the indebtedness owed to the Agent under the Credit Agreement, in satisfaction of the purchase price. The Agent reserves all of the rights accruing to it under the Credit Agreement, including the right to seek a judgment for any deficiency remaining on account of its indebtedness after the conclusion of the Sale. Persons interested in bidding on the Assets at the Sale shall contact counsel for the Agent, Evan Zucker (firstname.lastname@example.org or 212-885-5207), during normal business hours, at least two (2) business days prior to the Sale Date to obtain the necessary information to participate in the auction via video conference. To the extent that the Sale generates proceeds in excess of the Borrower's indebtedness to the Agent under the Credit Agreement, such excess proceeds will be remitted to the Borrower in accordance with Section 9-615 of the New York Uniform Commercial Code. The Borrower, at any time after receipt of this notice and prior to consummation of the Sale, may request at its expense an accounting from the Agent of the unpaid indebtedness secured by the Assets. The Agent reserves all of its rights against the Borrower and the guarantors of the indebtedness for any and all deficiencies on the indebtedness remaining due to the Agent after the Sale. AD#51970 10/15/2020, 10/22/2020
Oct 15, 2020 (Expired).
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