PUBLIC NOTICE OF ARTICLE 9 SALE: NEWPORT EXCHANGE HOLDINGS, INC. , NEH SERVICES, INC., OTA FRANCHISE CORPORATION, AND OTA REAL ESTATE, INC.

PUBLIC NOTICE OF ARTICLE 9 SALE
OF NEWPORT EXCHANGE HOLDINGS, INC. , NEH SERVICES, INC., OTA FRANCHISE CORPORATION, AND OTA REAL ESTATE, INC. COLLATERAL

Notice is hereby given that, pursuant to Cal. Comm. Code §§ 9610 and 9613 and UCC §§ 9-610 and 9-613, Capital Recovery Solutions, LLC (“Secured Party”), will sell the collateral described below (the “Collateral”) owned by Newport Exchange Holdings, Inc., NEH Services, Inc., OTA Franchise Corporation, and OTA Real Estate, Inc.  (“Borrower”) by public auction sale (“Sale”) to the highest price as may offered by a qualified bidder as determined by the Secured Party, in its sole discretion. The Sale is being conducted by Secured Party to enforce its rights as a secured lender pursuant to the Loan and Security Agreement dated September 17, 2019, and related documents (“Loan Documents”).  The indebtedness owed as of June 24, 2024, is not less than $13,071.430.71, plus interest, costs and other charges.   The Sale will be held on July 9, 2024, at 10:00 a.m. at the offices of Hahn Loeser & Parks, LLP, counsel for the Secured Party, located at One America Plaza, 600 W Broadway, Suite 1500, San Diego, CA 92101.

The Collateral consists of the following property of the Borrower, whether now owned or hereafter arising or acquired and wherever located: all Receivables, all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property, and all other licenses, rights privileges and franchises); all Investment Property; all Other Property, and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements  to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above; and Consumer Paper Collateral.  Parties may obtain further information about the Collateral by contacting Gabe P. Wright at [email protected] or (619) 810-4390.

The Sale shall be in “bulk” (i.e., one combined lot) and the Secured Party will offer to sell all of the Collateral “As Is/Where Is” with all faults and without recourse, representation, warranty or guaranty, whether express or implied. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE IS NO WARRANTY RELATING TO TITLE, POSSESSION, QUIET ENJOYMENT OR THE LIKE, AND THERE IS NO WARRANTY OF COMPLETENESS OR ANY WARRANTY AS TO THE VALIDITY OF THE TRADEMARKS OR OTHER INTELLECTUAL PROPERTY OR THE FITNESS FOR PARTICULAR PURPOSE, QUALITY, VALUE OR MERCHANTABILITY OF ANY OF THE COLLATERAL (WHETHER PUBLICLY AVAILABLE OR OBTAINED FROM SECURED PARTY OR ANY OTHER SOURCE) AND SECURED PARTY ASSUMES NO RESPONSIBILITY WHATSOEVER FOR THE CONTENTS, ACCURACY, COMPLETENESS OR SUFFICIENCY OF ANY INFORMATION ABOUT THE SALE OF THE COLLATERAL. No descriptions of the Collateral (either as set forth above or on the supplemental materials available from counsel for the Secured Party) nor any oral statements made by the Secured Party (or its agents, employees or attorneys) concerning the Collateral shall be construed as a warranty either express or implied. There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition.

The Sale will be for cash or credit against outstanding indebtedness under the Loan Documents, and subject to commercially reasonable bid procedures and other requirements established by Secured Party, which will be available upon request. The Secured Party 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 Secured Party under the Agreement, in satisfaction of the purchase price. Secured Party reserves the right to modify the terms, conditions, or procedures for the Sale, withdraw any portion of the Collateral from the Sale or continue the Sale to any future date for any reason, in Secured Party’s discretion.

Borrower are entitled to an accounting of the unpaid indebtedness secured by the Collateral. The Borrowers may request an accounting by contacting Secured Party’s counsel.

Any inquiries regarding the Sale or the Collateral should be directed to counsel for the Secured Party Gabe P. Wright, at [email protected] or (619) 810-4390 during normal business hours (Pacific Time).