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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

www.flsb.uscourts.gov

IN RE: CASE NO.: 19-18585-MAM

Chapter 11

MERIDIAN MARINA & YACHT CLUB 

OF PALM CITY, LLC

Debtor. 

______________________________/

DEBTOR’S EXPEDITED MOTION TO APPROVE BIDDING PROCEDURES 

AND THE SALE OF SUBSTANTIALLY ALL OF THE DEBTOR’S ASSETS 

FREE AND CLEAR OF CERTAIN LIENS, CLAIMS, AND ENCUMBRANCES

PURSUANT TO AN AUCTION SALE AND SETTING HEARING

Expedited Hearing Requested: At the last hearing on this case on 

September 22, 2020, Debtor was directed to file this Motion by September 

29, 2020 on an expedited basis to ensure that the marketing of the Offered 

Assets was able to begin as began as quickly as practicable. Based on the 

direction at the September 22, 2020 hearing the Debtor requests that a 

hearing on this Motion be set on October 6, 2020. 

THE DEBTOR, by and through the undersigned counsel, hereby files this Expedited Motion 

to Approve Bidding Procedures and the Sale of Substantially all of the Debtor’s Assets Free and Clear 

of Certain Liens, Claims, and Encumbrances Pursuant to An Auction Sale and in support of this 

Motion, the Debtor respectfully represent as follows:

JURISDICTION

1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157 and 

1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of the Debtor’ bankruptcy 

cases and this Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory 

predicates for the relief requested herein are sections 105(a), and 365 of the Bankruptcy Code.

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 1 of 13
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PROCEDURAL BACKGROUND

2. On June 27, 2019 the Debtor commenced the above-captioned case by filing a 

voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in this Court.

3. The Debtor is operating its businesses and managing its affairs as a debtor in 

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

BACKGROUND

4. By this Motion, the Debtor seeks the entry of an order approving the Bidding 

Procedures (attached hereto) in connection with the sale of substantially all of the Debtor’ assets.

5. On September 17, 2020, the Court entered an Order Granting Debtor Meridian Marina 

& Yacht Club of Palm City, LLC’s Motion for Authorization to Sell Assets Free and Clear of Liens, 

Claims, Encumbrances and Interests (the “Order”) [D.E. #206]. Paragraph 17 of the Order provides 

for an auction sale under Section 363 of the Bankruptcy Code in the event the sale contract 

contemplated therein was terminated. This Motion is being filed in accordance Paragraph 17(d) of 

the Order. 

OFFERED ASSETS

6. The Debtor is the owner and operator of a marina and yacht club located in Palm City, 

Florida, providing boat storage, boat sales, dockage, servicing and repairs. The Debtor seeks to sell 

the entirety of its assets (the “Offered Assets”), which include: 

• The real property located at 1400 SW Chapman Way (Parcel ID 07-38-41-015-000-

00010-0), together with the buildings and improvements thereon and all right, title 

and interest of Seller in and to appurtenances of the Land, including riparian rights, 

easements and rights-of-way relating thereto, and, without warranty, all right, title and 

interest of Seller in and to the land lying within any street or roadway adjoining the 

Land or any vacated or hereafter vacated street or alley adjoining said Land;

• All of Seller’s right, title and interest, if any, in and to all fixtures, furniture, 

equipment, and other tangible personal property, if any, owned by Seller (collectively, 

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 2 of 13
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the “Personal Property”) presently located on the Land or used in connection with the 

Property, including, without limitation, all: 

o vehicles and watercraft, including trailers and travel-lifts;

o telephone systems and computer equipment, including software installed 

thereon;

o third party vendor parts and accessories located at the Property or in transit to 

the Property on the Closing Date and 

o gasoline, motor oil, and other similar fuel and fluids currently stored on the 

Property;

• 3.38 acres located at 1120 SW Chapman Way (07-38-41-000-000-00010-7);

• Water retention area (Parcel ID 07-38-41-015-000-00001-1);

• Dock Parcels (Parcel IDs 07-38-41-017-000-00250-7, 07-38-41-017-000-00240-0, 

07-38-41-017-000-00230-2).

PROPOSED BIDDING PROCEDURES

7. The Debtor respectfully requests that the Court approve bidding procedures 

substantially in the form attached hereto as Exhibit “A” (“Bidding Procedures”) in connection with 

the sale of the Offered Assets with a final sale hearing to be scheduled by this Court. 

8. The Bidding Procedures provide a flexible process where the Debtor will be soliciting 

bids for all of the Debtor’ assets. The Debtor expressly reserves the right to modify the relief 

requested in this Motion prior to or at the applicable hearings, including modifying the proposed 

Bidding Procedures. 

9. The Debtor has determined, in its reasonable business judgment, that a sale of the

assets at this time, even without a traditional “stalking horse” bidder, is warranted and necessary. 

However, the Debtor requests that it be authorized to enter into an agreement that provides a bidder 

who is willing to serve as a stalking horse bidder a Breakup Fee of $50,000.00 upon a successful 

closing by either the Highest and Best bidder or the Backup bidder.

10. The ability of the Debtor to offer potential purchasers bidding protections is beneficial 

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 3 of 13
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to the Debtor’s estate and creditors because the Debtor can provide the incentive required to induce 

a bidder to submit or increase its bid prior to the Auction. The ability to offer the Breakup Fee may 

induce bids for some or all of the Offered Assets that would not otherwise be made. In addition, to 

the extent bids can be improved prior to the Auction, a higher floor will have been established for 

further bidding at the Auction. Thus, even if a Qualified Bidder is awarded a Breakup Fee, and that 

Qualified Bidder is not a winning bidder, the Debtor and its estate will have benefited from the higher 

floor established by such bid. The Debtor will exercise prudent business judgment before offering or 

agreeing to any bidding protection and will only do so if such protection, in the reasonable business 

judgment of the Debtor, will likely result in the realization of greater value for the Debtor and its

estates.

11. Approval of breakup fees and other forms of bidding protection in connection with 

the sale of significant assets pursuant to Section 363 of the Bankruptcy Code has become an 

established practice in Chapter 11 cases. Three different approaches have been used by the 

bankruptcy courts in assessing the validity and enforceability of bidding incentives. 

12. The first approach – the business judgment test – is based on the corporate control

cases and applies the business judgment rule to make certain that bidding is promoted, not deterred 

and that the fees are reasonable in relationship to the size of the transaction and the bidder’s efforts. 

See In re Twenver, Inc., 149 B.R. 954, 956 (Bankr. D. Col. 1992); In re Integrated Resources, Inc., 

135 B.R. 746, 753 (Bankr. S.D.N.Y. 1992), aff’d, 147 B.R. 650 S.D.N.Y. 1992), appeal 

dismissed, 3 F. 3d 49 (2d Cir. 1993); In re 995 Fifth Avenue Assocs., LP. 96 B.R. 24, 28 (Bankr. 

S.D.N.Y. 1989); see also Cottle v. Stores Communications, Inc., 849 F. 2d 570 (11th Cir. 1988) 

(using business judgment test in corporate control context). This approach also has been endorsed

by a leading bankruptcy treatise. See 3 Collier on Bankruptcy § 363.02[6] at 363-21 (15th ed. 2005) 

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 4 of 13
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(courts “should approve [bidding incentives] unless they are unreasonable or appear more likely to 

chill the bidding process than to enhance it.”). 

13. The second approach – the best interests of the estate test – focuses on whether the

bidding incentive at issue is in the best interests of the estate to ensure that the debtor’s estate is not 

unduly burdened and that the relative rights of the parties are protected. See In re America West 

Airlines, Inc., 166 B.R. 908, 912 (Bankr. D. Ariz. 1994); see also In re S.N.A. Nut Co., 186 B.R. 98, 

104 (Bankr. N.D. Ill. 1995. 

14. The third approach – the administrative claim test – considers whether the bidding

incentive at issue is “actually necessary to preserve the value of the estate.” See In re O’Brien 

Environmental Energy, Inc., 181 F. 3d 527, 535 (3d Cir. 1999), see also AgriProcessors, Inc. v. Iowa 

Quality Beef Supply Network, L.L.C. (In re Tama Beef Packing, Inc.), 290 B.R. 90, 97-98 (B.A.P. 

8th 2003); In re Dorado Marine, Inc., 332 B.R. 637 (M.D. Fla. 2005).

15. The Debtor submits that under each of the above tests the proposed Breakup Fee will

not chill bidding but enhance it and that the proposed Breakup Fee will preserve and enhance the 

value of the estates’ assets. 

SALE OF ASSETS FREE AND CLEAR OF CERTAIN LIENS, 

CLAIMS AND ENCUMBRANCES

16. The Debtor has previously requested the Offered Assets be sold by way of an auction

sale in the event the sale to the previously approved purchaser was terminated, which sale has been 

approved by this Court. 

17. Under section 363 of the Bankruptcy Code, a debtor in possession may sell property

of its estate outside of the ordinary course of its business, subject to the approval of the court after 

notice and a hearing. See 11 U.S.C. § 363(b)(1). Section 363 of the Bankruptcy Code does not set 

forth a standard for determining when it is appropriate for a court to authorize the sale or disposition 

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 5 of 13
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of a debtor’s assets prior to confirmation of a plan. However, courts have required that the decision 

to sell assets outside the ordinary course of business be based upon the sound business judgment of 

the debtor. See Licensing By Paolo, Inc. v. Sinatra (In re Gucci), 126 F.3d 380, 387 (2d Cir. 1997) 

(“A sale of a substantial part of a Chapter 11 estate may be conducted if a good business reason exists 

to support it.”); Comm. of Equity Security Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 

1063, 1071 (2d Cir. 1983); In re Chateaugay Corp., 973 F.2d 141, 143 (2d Cir. 1992); Stephens 

Indus. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986) (“bankruptcy court can authorize a sale of all 

a Chapter 11 debtor’s assets under [section] 363(b)(1) when a sound business purpose dictates such

action.”).

18. Furthermore, a court may authorize the sale under Bankruptcy Code § 363(b) of 

substantially all of a debtor’s assets as long as the debtor has articulated a sound business justification 

for such sale. Committee of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 

1070-71 (2nd Cir. 1983). 

19. Courts have made it clear that a debtor’s showing of a sound business justification 

need not be unduly exhaustive, but, rather, a debtor is "simply required to justify the proposed 

disposition with sound business reasons." In re Baldwin United Corp., 43 B.R. 888, 906 (Bankr. 

S.D. Ohio 1984).

20. As set forth in prior pleadings in this case, the Debtor believes, in its sound business 

judgment, that the contemplated auction sale will offer the best price and the best terms for the sale 

of the Offered Assets. 

21. By way of this Motion, the Debtor requests that this Court schedule a further hearing 

after completion of the auction wherein the Debtors will seek the entry of an order from the 

Bankruptcy Court approving and authorizing the proposed sale to the successful bidder(s) on the 

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 6 of 13
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terms and conditions of the successful bid.

WHEREFORE, the Debtor respectfully requests that this Court enter an Order Granting 

Debtor’s Expedited Motion to Approve Bidding Procedures and the Sale of Substantially all of the 

Debtor’s Assets Free and Clear of Certain Liens, Claims, and Encumbrances Pursuant to An Auction 

Sale, scheduling a hearing after completion of the auction authorizing the proposed sale and for other 

such relief as this Court deems just and proper

I HEREBY CERTIFY that I am admitted to the Bar of the United States District Court for 

the Southern District of Florida and I am in compliance with the additional qualifications to practice 

in this court set forth in Local Rule 2090-1(A) and that a true and correct copy of the foregoing was 

furnished by U.S. Mail to the parties listed on the attached mail list on the 29hday of September 

2020.

KELLEY, FULTON & KAPLAN P.L. 

Attorney for Debtor 

1665 Palm Beach Lakes Blvd. 

The Forum - Suite 1000 

West Palm Beach, Florida 33401 

Tel: (561) 491-1200 

Fax:(561) 684-3773 

BY: __/s/ Craig I. Kelley

CRAIG I. KELLEY, ESQUIRE

Florida Bar No. 782203

DANA KAPLAN, ESQUIRE

Florida Bar No. 44315

Mailing Information for Case 19-18585-MAM

Electronic Mail Notice List

The following is the list of parties who are currently on the list to receive email notice/service for 

this case.

• John P Carrigan jpc@reblawpa.com, mmj@reblawpa.com

• Amber E Donner Amber.Donner@SpectorRubin.com, heidiparalegal@gmail.com

• Heidi A Feinman Heidi.A.Feinman@usdoj.gov

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 7 of 13
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• Linda W Jackson LJackson@PardoJackson.com,

catheryne@pardojackson.com;mfuentes@pardojackson.com

• Dana L Kaplan dana@kelleylawoffice.com,

tina@kelleylawoffice.com;cassandra@kelleylawoffice.com;kristina@kelleylawoffice.com;d

ebbie@kelleylawoffice.com;craig@kelleylawoffice.com

• Craig I Kelley craig@kelleylawoffice.com,

tina@kelleylawoffice.com;cassandra@kelleylawoffice.com;kristina@kelleylawoffice.com;d

ebbie@kelleylawoffice.com;dana@kelleylawoffice.com

• Office of the US Trustee USTPRegion21.MM.ECF@usdoj.gov

• Alan B Rose arose@mrachek-law.com, manderson@mrachek-law.com

Manual Notice List

The following is the list of parties who are not on the list to receive email notice/service for this 

case (who therefore require manual noticing/service). You may wish to use your mouse to select and 

copy this list into your word processing program in order to create notices or labels for these 

recipients.

Aspen Environmental Consulting, LLC

2014 SW Oxbow Way

Palm City, FL 34990

Charles Goodman

3022 SW Lake Terrace

Palm City, FL 34990

Sue Lasky

320 SE 18th St

Fort Lauderdale, FL 33316-2818

Paul Lane

10380 SW Village Center Dr # 419

Port St Lucie, FL 34987-1931

See attached matrix.

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 8 of 13
 Label Matrix for local noticing Aspen Environmental Consulting, LLC Integra Real Estate, LLC 

 113C-9 2014 SW Oxbow Way 150 SE 2nd Ave 

 Case 19-18585-MAM Palm City, FL 34990-3244 Suite 800 

 Southern District of Florida Miami, FL 33131-1574 

 West Palm Beach 

 Fri Jul 24 15:39:19 EDT 2020 

 MRACHEK, FITZGERALD ROSE KONOPKA THOMAS & WE Martin County Marine Holdings LLC Martin Downs Property Owners’ Associati 

 505 S. Flagler Drive c/o Amber E Donner c/o Ross Earle Bonan & Ensor, P.A. 

 Suite 600 3250 Mary Street # 405 P.O. Box 2401 

 West Palm Beach, FL 33401-5945 Miami, FL 33133-5232 Stuart, FL 34995-2401 

 

 Meridian Marina & Yacht Club of Palm City, L 5T Wealth Partners LP ADR Electric Inc 

 1400 SW Chapman Way Department#6200 P.O. Box 665 

 Palm City, FL 34990-2400 P.O. Box 830539 Jensen Beach, FL 34958-0665 

 Birmingham,, AL 35283-0539 

 Allstate Insurance Aspen Environmental Aspen Environmental Consulting, LLC 

 P.O. Box 4344 P.O. Box 2753 c/o Jodi Beck 

 Carol Stream, IL 60197-4344 Stuart, FL 34995-2753 2014 SW Oxbow Way 

 Palm City, FL 34990-3244 

 Bartlett Brothers Security Capital One Bank (USA), N.A. Cassidy Ice 

 2694 SE Willoughby Blvd by American InfoSource as agent 3240 SE Dominica Terrace 

 Stuart, FL 34994-4700 PO Box 71083 Stuart, FL 34997-5758 

 Charlotte, NC 28272-1083 

 Charles Goodman Clark Environmental Colonial Life 

 3022 SW Lake Terrace 755 Prairie Industrial Pkwy P.O. Box 1365 

 Palm City, FL 34990-1927 Mulberry, FL 33860-6559 Columbia, SC 29202-1365 

 Comcast EDC Florida Department of Revenue 

 P.O. Box 71211 10250 SW Village Parkway, Suite 201 5050 West Tennessee Street 

 Charlotte, NC 28272-1211 Port Saint Lucie, FL 34987-2362 Tallahassee, FL 32399-0140 

 Florida Power & Light Grainger Gunster 

 General Mail Facility 1800 N. Florida Mango Rd 777 South Flagler Drive 

 Miami, FL 33188-0001 West Palm Beach, FL 33409-6486 West Palm Beach, FL 33401-6194 

 Industrial Hose and Hydraulics (p)INTERNAL REVENUE SERVICE Internal Revenue Service 

 2450 N.Powerline Rd CENTRALIZED INSOLVENCY OPERATIONS Central Insolvency Operation 

 Pompano Beach, FL 33069-1051 PO BOX 7346 P.O. Box 7346 

 PHILADELPHIA PA 19101-7346 Philadelphia, PA 19101-7346 

 Kapp Morrison, LLP Law Office of Robert M. Lewis, LLC MIC 

 7900 Glades Road Suite 550 P.O. Box 1831 2964 Airway Ave 

 Boca Raton, FL 33434-4167 Jupiter, FL 33468-1831 Costa Mesa, CA 92626-6018 

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 9 of 13
 Martin County Marine Holdings, LLC Martin County Property Owner’s Associat Martin County Tax Collector 

 1206 North Park Avenue C/O Ross Earl Bonan and Ensor PA 3485 SE Willoughby Blvd 

 Winter Park, FL 32789-2542 789 SW Federal Highway Stuart, FL 34994-5062 

 Stuart, FL 34994-2962 

 

 Martin County Utilities Marvin Kennard Meridian Marina & Yacht Club of Palm Ci 

 P.O. Box 9000 4971 SW Lake Grove Circle 2625 W Grandview Rd Suite 150 

 Stuart, FL 34995-9000 Palm City, FL 34990-8506 Phoenix, AZ 85023-3109 

 Mracheck Law Office of the US Trustee PI Finance 

 505 S. Flagler Drive, Suite 600 51 S.W. 1st Ave. PO Box 922025 

 West Palm Beach, FL 33401-5945 Suite 1204 Norcross, GA 30010-2025 

 Miami, FL 33130-1614 

 Palmdale Oil Company, Inc. Paul Lane Plastic Pro 

 911 N 2nd St 7880 North University Drive DKG Concepts Incorporated 

 Fort Pierce, FL 34950-9121 Suite 2000 P.O. Box 2359 

 Fort Lauderdale, FL 33321-2124 Palm City, FL 34991-7359 

 Progressive Environmental Services Inc. Robert Jennings, P.A. Robert Sader, P.A. 

 19 National Dr 306 S.E. Detroit Ave 224 Commercial Blvd Suite 310 

 Franklin MA 02038-3243 Stuart, FL 34994-2113 Fort Lauderdale, FL 33308-4443 

 SWS Environmental Services Safety Kleen Shaun T. Plymale 

 P.O. Box 538498 2600 North Central Expressway Suite 400 100 SW Albany Avenue 

 Atlanta, GA 30353-8498 Richardson, TX 75080-2058 Suite 310 

 Stuart, FL 34994-2000 

 Shraiberg, Landau, & Page PA State of Florida - Department of Revenue Sudden Service, Inc 

 2385 N.W. Executive Center Drive Post Office Box 6668 P.O. Box 903 

 Suite 300 Tallahassee, FL 32314-6668 Louisville, MS 39339-0903 

 Boca Raton, FL 33431-8530 

 Susan Lasky The Zenith Insurance Company Time Payment Corp 

 320 Southeast 18th Street 21255 Califa St 1600 District Avenue 

 Fort Lauderdale, FL 33316-2818 Woodland Hills, CA 91367-5021 Suite 200 

 Burlington, MA 01803-5233 

 Treasure Coast Legal W.W. Grainger, Inc Waste Management of SFlorida 

 100 SW Albany Avenue Suite 310 401 S Wright Road W4E.C37 P.O. Box 4648 

 Stuart, FL 34994-2000 Janesville WI 53546-8729 Carol Stream, IL 60197-4648 

 William Scotsman Zimmer Construction Zimmer Construction Consultants, P.A. 

 901 S. Bond Street. #600 129 N.W. 13th St Suite 20 129 NW 13th Street 

 Baltimore, MD 21231-3348 Boca Raton, FL 33432-1635 Suite 20 

 Boca Raton, FL 33432-1635 

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 10 of 13
 m2 Lease Funds LLC m2 Lease Funds LLC Amber E Donner 

 175 N. Patrick Blvd., Suite 140 175 North Patrick Boulevard 3250 Mary Street # 405 

 Brookfield, WI 53045-5811 Earth City, MO 63045 Miami, FL 33133-5232 

 

 Craig I Kelley Dana L Kaplan 

 1665 Palm Beach Lakes Blvd #1000 1665 Palm Beach Lakes Blvd #1000 

 West Palm Beach, FL 33401-2109 W Palm Beach, FL 33401-2109 

 The preferred mailing address (p) above has been substituted for the following entity/entities as so specified 

 by said entity/entities in a Notice of Address filed pursuant to 11 U.S.C. 342(f) and Fed.R.Bank.P. 2002 (g)(4). 

 Internal Revenue Service (d)Internal Revenue Service (d)Internal Revenue Service 

 Acting US Attorney Atty General United States Dept Justice c/o IRS District Counsel 

 99 NE 4th Street Tenth & Constitution Claude Pepper Federal Bldg 

 Miami, FL 33132 Washington, DC 20530 51 S.W. 1st Ave., 11th Floor 

 Miami, FL 33130 

 

 The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address. 

 (u)West Palm Beach (d)Martin Downs Property Owners’ Associati (u)See attached 

 c/o Ross Earle Bonan & Ensor, P.A. 

 P.O. Box 2401 

 Stuart, FL 34995-2401 

 (d)Charles Goodman End of Label Matrix 

 3022 SW Lake Terrace Mailable recipients 64 

 Palm City, FL 34990-1927 Bypassed recipients 4 

 Total 68 

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 11 of 13
Meridian Marina & Yacht Club of Palm City, LLC

Hybrid Sealed Bid Auction Bid Procedures

i. To become a Qualified Bidder or a Stalking Horse bidder for this auction a bidder will be required to submit a

Bid Package including the following items:

a. A signed and initialed Bidder Certification stating the bidder understands the terms and condition, bid

procedures and will comply with both.

b. Signed Purchase and Sale Agreement (PSA) to purchase the property in its entirety for a gross contract

price with a bid deposit of $75,000 cashier’s check or wire transfer made payable to Tranzon Driggers

Escrow Account. The PSA may be submitted electronically subject to the discretion of Tranzon Driggers.

c. Proof of funds to complete the transaction.

ii. The gross contract price will be equal to a high bid + a 5% Buyer’s Premium. The Secured Creditor, and/or its

successors or assigns, is not required to submit a PSA to credit bid up to their secured credit limit in the best

and final online auction.

iii. The Bid Package must be delivered to Tranzon Driggers in person or via trackable document delivery service

on or before 4:00 PM ET the day of the bid opening deadline which will be scheduled to occur no later (pick a

date or an event) _________________

iv. After the bids have been submitted to, recorded and analyzed by Tranzon Driggers and Kelley, Fulton &

Kaplan, P.L., the Debtor reserves the right to conduct a best and final online auction that will begin at 11:00

AM ET the next business day.

v. Only the bidders within 20% of the highest bid submitted, will be qualified to participate in the online auction

subject to the discretion of Tranzon Driggers.

vi. The Secured Creditor, and/or its successors or assigns, and the Stalking Horse bidder, if applicable, will be

deemed qualified to participate in the online auction.

vii. If the Secured Creditor, and/or its successors or assigns, bids beyond their secured credit limit, they will be

subject to the same terms and conditions as all other Qualified Bidders for the full amount of their final bid

plus Buyer’s Premium.

viii. If the Stalking Horse bid is not the highest and best bid in the auction event and the Stalking Horse bidder

does not place a higher bid, they will be paid a Breakup Fee in the amount of $50,000 upon a successful closing

by either the Highest and Best bidder or the Backup bidder.

ix. If the Stalking Horse bidder places a bid in the online portion of the auction higher than their original bid, they

will no longer qualify to receive the Breakup Fee and any subsequent bids will be subject to the same terms

and conditions as all other Qualified Bidders for the full amount of their final bid plus the Buyer’s Premium.

x. Bid increments for the online auction will be $25,000 (with discretion given to the auctioneer).

xi. The online auction will be open for bidding by the qualified bidders until 4:00 PM ET the day it begins, subject

to the auto-extend features of the Tranzon bidding platform.

xii. The highest and best bidder will execute an addendum to their original PSA to modify the highest bid, the

revised Buyer’s Premium, the gross contract price and total deposit to reflect their highest bid in the online

portion of the auction.

xiii. The highest and best bidder will increase the escrow deposit to 10% of the gross contract price via wire

transfer to the closing agent within 24 hours of being deemed the highest and best bidder.

xiv. The back-up bidder will execute an addendum reflecting his/her bid subject to the closing of the highest and

best bid.

xv. The back-up bidder will increase the escrow deposit to 10% of the total purchase price within 2 business days

of notification by Tranzon Driggers that the highest and best bidder defaulted and will be given 30 days from

notification to close the transaction.

xvi. A hearing to approve the sale will be scheduled within 3 business days of the online auction event.

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 12 of 13
xvii. Bid deposits will be returned by Tranzon Driggers to the qualified bidders within 5 business days of the end of

the auction except the highest and best bidder and the back-up bidder.

xviii. The bid deposits of the highest and back-up bidders will be tendered to closing agent by Tranzon Driggers.

xix. The closing will be within 30 days of the online auction event, or within 10 days of a court order approving the

sale, whichever is longer.

xx. If Secured Creditor, and/or its successors or assigns, is the successful bidder on the online auction, it will

execute a memorandum of sale memorializing the terms of their bid. (Price + $25,000 buy-in fee to Tranzon

Driggers)

Case 19-18585-MAM Doc 247 Filed 09/29/20 Page 13 of 13