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Full title: Motion for Sale of Property Debtors' Motion for Order (A) Approving Sale of Certain of Debtors' Real and Personal Property, (B) Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (C) Granting Related Relief Filed by Debtor Professional Financial Investors, Inc. (Marum, J.) (Entered: 08/17/2021)

Document posted on Aug 16, 2021 in the bankruptcy, 81 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Sale Satisfies the Requirements of Section 363(f) of the Bankruptcy Code 20 Under section 363(f), a debtor in possession may sell all or any part of its property free an21 clear of any and all liens, claims or interests in such property if: (1) such a sale is permitted under 22 applicable non-bankruptcy law; (2) the party asserting such a lien, claim or interest consents to 23 such sale; (3) the interest is a lien and the purchase price for the property is greater than the 24 aggregate amount of all liens on the property; (4) the interest is the subject of a bona fide dispute; 25 or (5) the party asserting the lien, claim or interest could be compelled, in a legal or equitable 26 proceeding, to accept a money satisfaction for such interest.By this Motion, the Debtors seek to sell the Property free and clear of interests, Claims (as16 that term is defined in the Bankruptcy Code), encumbrances, or liens, including, but not limited to17 (i) disputed interests asserted by any persons or entities listed as creditors on the Debtors’ 18 schedules or who have filed a proof of claim or request for notice in the Bankruptcy Cases that 19 asserts a lien, claim, or disputed interest that is purported to attach to the Property or proceeds 20 from the sale of the Property, (ii) those that purport to give to any party a right or option to effect 21 any forfeiture, modification, right of first refusal, or termination of the Debtors’ or Hamilton 22 As evidenced by the declarations of service previously filed with the Court, an26 based on the representations of counsel at the Hearing, (i) proper, timely, adequate, and sufficie27 28 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase 1 notice of the Motion, the Hearing, the Sale (as defined in this order), and the assumption an2 assignment of the Purchased Contracts and Leases under the Assumption Procedures has bee3 provided under Bankruptcy Rules 2002(a), 6004(a) and 6006(c) and in compliance with the Court’4 order entered on or about July 15, 2021 as Docket Number 768 (the “Bid Procedures Order”5 establishing bidding procedures for the auction (the “Auction”) of the Property, (ii) such notice wa6 good and sufficient, and appropriate under the particular circumstances, and reasonably calculate7 to reach and apprise all holders of Interests (as defined below) about the Sale, the Auction and th8 Bid Procedures, the Sale, and the assumption of the Purchased Contracts and Leases and (iii) n9 other or further notice of the Motion, the Hearing, the Sale, or the assumption and assignment of th10 Purchased Contracts and Leases is or shall be required.Secured Claims (as defined in the Plan), all holders of DOT Noteholder Claims (as defined in the 12 Plan, all other debt security holders, equity security holders, governmental, tax, and regulatory 13 authorities, lenders, tort claimants, trade and other creditors, holding interest

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Document Contents

1 SHEPPARD, MULLIN, RICHTER & TRODELLA & LAPPING LLP HAMPTON LLP RICHARD A. LAPPING, Cal. Bar No. 107496 2 A Limited Liability Partnership 540 Pacific Avenue Including Professional Corporations San Francisco, CA 94133 3 ORI KATZ, Cal. Bar No. 209561 Telephone: (415) 399-1015 J. BARRETT MARUM, Cal. Bar No. 228628 Facsimile: (415) 651-9004 4 JEANNIE KIM, Cal. Bar No. 270713 Email: Rich@TrodellaLapping.com MATT KLINGER, Cal. Bar No. 307362 Conflicts Counsel for the Debtors 5 Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 6 Telephone: 415.434.9100 Facsimile: 415.434.3947 7 Email: okatz@sheppardmullin.com bmarum@sheppardmullin.com 8 jekim@sheppardmullin.com mklinger@sheppardmullin.com 9 Counsel for the Debtors 10 UNITED STATES BANKRUPTCY COURT 11 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 12 In re Case No. 20-30604 (Jointly Administered) 13 PROFESSIONAL FINANCIAL Chapter 11 INVESTORS, INC., et al., 14 DEBTORS’ MOTION FOR ORDER (A) Debtors. APPROVING SALE OF CERTAIN OF 15 DEBTORS’ REAL AND PERSONAL PROPERTY, (B) APPROVING THE 16 ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS 17 AND UNEXPIRED LEASES, AND (C) GRANTING RELATED RELIEF 18 Date: September 15, 20211 19 Time: 10:00 a.m. Place: Telephonic/Video Appearances 20 Only 450 Golden Gate Avenue, 16th Floor 21 Courtroom 19 San Francisco, CA 94102 22 Judge: Hon. Hannah L. Blumenstiel 23 POTENTIALLY AFFECTED See Schedule I appended to the Motion. 24 LIENHOLDERS: 25 26 27 1 As set forth in the Bid Procedures Order (defined below), the Sale Hearing will take place on September 15, 2021, a10:00 a.m., Pacific Time, if the Debtors either receive no objections to this Motion or have resolved all outstanding 28 objections to this Motion prior to the Sale Hearing. If the Debtors have not resolved any outstanding objections by

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1 I. INTRODUCTION 2 The Debtors2 in these jointly administered cases (the “Bankruptcy Cases”) hereby move 3 (the “Motion”) the Court for entry of an order, in the form attached hereto as Exhibit A (the “Sal4 Order”), (a) approving the sale of certain of their real property and related assets (as defined in 5 greater detail below, the “Property”) free and clear of all claims, liens, liabilities, interests and 6 encumbrances (the “Sale”); (b) approving the assumption and assignment of certain designated 7 executory contracts and unexpired leases; and (c) granting certain related relief. 8 The Debtors have been marketing the property to be sold and, with the Court’s 9 authorization, have entered into that certain Purchase Agreement and Escrow Instructions by and 10 between Hamilton Zanze & Company, or its assignee (“Hamilton Zanze” or the “Stalking Horse 11 Bidder”), and the Sellers dated as of June 16, 2021 (as amended, the “Stalking Horse APA”). A 12 copy of the Stalking Horse APA is attached as Exhibit A to the declaration of Andrew Hinkelma13 concurrently filed in support of this Motion. Undefined capitalized terms in this Motion shall 14 have the same meanings ascribed to such terms in the Stalking Horse APA. Under the Stalking 15 Horse APA, Hamilton Zanze has agreed, among other things, to pay Four Hundred Thirty-Four 16 Million Dollars ($434,000,000.00), plus the value of Assumed Obligations for the Property, 17 subject to overbid and Court approval at the hearing on this Motion (the “Sale Hearing”). 18 The Debtors make this Motion in furtherance of the confirmed Second Amended Joint 19 Chapter 11 Plan of Professional Financial Investors, Inc. and Its Affiliated Debtors Proposed by 20 the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC 21 Members Committee and the Ad Hoc DOT Noteholders Committee (the “Plan”)3 and under 22 sections 105(a), 363, 365, 1142(b), and 1146(a) of title 11 of the United States Code (the 23 24 25 2 “Debtors” means, collectively, Professional Financial Investors, Inc. (“PFI”), Professional Investors Security Fund, Inc. (“PISF”), and the affiliated debtors in the above-captioned jointly administered chapter 11 case, including, 26 without limitation, Professional Investors 28, LLC (“LLC 28”) and PFI Glenwood, LLC (“PFI Glenwood”). “Sellersmeans those Debtors that hold title to, and own interests in, the specific real property assets listed for sale on Exhibit A-1 to the Stalking Horse APA (defined below). 27 3 On June 9, 2021, the Court entered the Order Finally Approving Amended Disclosure Statement and Confirming Second Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and Its Affiliated Debtors Proposed28 by the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members

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1 “Bankruptcy Code”),4 and Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) 6002 and 6006. The Debtors further base this Motion on the concurrently filed supporting declaration 3 of Andrew Hinkelman (the “Hinkelman Declaration”), the notice given of this Motion (the “Sale 4 Notice”), all other relevant papers of record, any evidence or argument that may be presented to 5 the Court before or at the hearing on the Motion and respectfully request that the Court approve 6 the results of the auction (the “Auction”) scheduled for September 13, 2021 (to the extent such 7 Auction is actually held), and the Sale of the Property to the party with the highest and best bid 8 (the “Successful Bidder”). In support of the Motion, the Debtors respectfully represent as follows9 II. FACTUAL BACKGROUND 10 In support of this Motion, the Debtors incorporate by this reference the facts set forth in th11 Bid Procedures Motion5 and the Disclosure Statement6 previously filed with the Court, both of 12 which are available free of charge at the court docket that the Debtors’ Noticing Agent is 13 maintaining on its website.7 In addition, the Debtors provide these facts to support the Motion: 14 A. Background of the Debtors’ Bankruptcy 15 On August 19, 2020, the Office of the United States Trustee appointed the Official 16 Committee of Unsecured Creditors (“Official Committee”). Separately, certain parties claiming 17 membership interests in limited liability companies formed and controlled by PFI are represented 18 by an ad hoc committee of LLC members, while certain non-institutional lenders to the Debtors 19 claiming liens secured by deeds of trust on property owned by one of the Debtors formed into an 20 ad hoc committee of DOT holders (together with the Official Committee, such ad hoc committees21 may be referenced as the “Committees”). Each of the Committees have been active in these cases22 23 4 Unless otherwise indicated all section references in this Motion shall be to the Bankruptcy Code at 11 U.S.C. §§ 1024 et seq. 5 The “Bid Procedures Motion” is the Debtors’ Motion for Order (A) Approving Bid Procedures for the Portfolio Salof Certain Real and Personal Property Assets; (B) Approving Related Notice Procedures; (C) Authorizing Debtors to25 Enter Into Stalking Horse Agreement and Approving Break-Up Fee; (D) Scheduling a Sale Hearing; and (E) Granting Certain Related Relief filed on June 28, 2021, as Docket No. 713. 26 6 The “Disclosure Statement” is the Amended Disclosure Statement for the Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and Its Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders 27 Committee filed with the Court on April 16, 2021, as Docket No. 572. 7 The docket for the Debtors’ lead bankruptcy case, In re Professional Financial Investors, Inc., et al. (Case No. 20-28 30604) and all documents filed with the Court are available, free of charge, on the website of the Debtors’ Noticing

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1 B. Background Regarding the Property 2 The “Property,” as more fully described in section 1.1 of the Stalking Horse APA, include3 (1) Real Property consisting of (a) 60 fee interests8 in commercial and multifamily residential rea4 properties as more particularly described on Exhibit A-1 to the Stalking Horse APA (the “Land”);5 and (b) the Improvements to the Land in the form of buildings, structures, improvements, and 6 fixtures that the Debtors own and that are located on the Land; (2) tangible personal property used7 by the Debtors in the operation and management of the Real Property (the “Business”), including,8 but not limited to, the Debtors’ books and records related to the Real Property, all removable 9 furnishings at each of (x) the Real Properties, and (y) PFI’s corporate headquarters located at 350 10 Ignacio Blvd, Suite 100 (“PFI HQ”) including, without exception, artwork, furniture, equipment, 11 and inventory located at the PFI HQ, Debtors’ maintenance shops (whether any such maintenance12 shop is located at the PFI HQ or elsewhere), and in the common areas of each Real Property 13 (collectively, “Common Areas”), (iii) other equipment (including, information technology 14 equipment), tools, machinery, inventory used in the Business whether located at the PFI HQ, the 15 Common Areas, or elsewhere on each of the Real Properties, (iv) vehicles, and (v) leasehold 16 improvements (collectively, “Personal Property”), (3) certain intellectual and intangible property 17 (collectively, “Intellectual Property”);9 and (4) certain unexpired leases and executory contracts 18 (the “Executory Contracts and Leases”) that the Stalking Horse Bidder may elect to have the 19 Debtors assume and assign to the Stalking Horse Bidder (the “Purchased Contracts and Leases”). 20 Notwithstanding the foregoing, the Property shall not include any of the Debtors’ right, 21 title, or interest in or to the following (collectively, the “Excluded Assets”): (i) any lump sum or 22 upfront payments paid to or earned by the Debtors or their predecessors under any of the 23 24 8 As described more fully below, there are six (6) Real Properties in which the Debtors own only a tenant-in-commointerest in the respective Real Properties. Pursuant to the Stalking Horse APA and as described in greater detail in thiMotion, the Debtors have commenced adversary proceedings against each tenant-in-common to deliver the entire fee 25 to these Real Properties to the Stalking Horse Bidder. 9 The Stalking Horse APA provides for the sale of all of the Debtors’ Intellectual Property, including the contact 26 information for their investors. Pursuant to Debtors’ Ex Parte Application for Order in Aid of Proposed Sale of Property filed on July 3, 2021, as Docket No. 736 (the “Investor Opt-Out Motion”), and entry of the order granting the Investor Opt-Out Motion on July 12, 2021, as Docket No. 759, the Stalking Horse Bidder, in consultation with th27 Debtors, may contact those investors that have indicated their consent to the sharing of their personal identifiable information regarding the Property and the potential for investing in the Property related to the Sale. Pursuant to the 28 First Amendment, the deadline for investors to indicate their consent to sharing their personal identifiable informatio

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1 Executory Contracts and Leases not assumed and assigned to Stalking Horse Bidder, (ii) any 2 unearned insurance premiums, (iii) any insurance policies or insurance contracts owned or held b3 the Debtors and their affiliates in connection with the Property prior to the Closing Date, (iv) any 4 and all deposits, cash and other accounts owned or held by the Debtors and their affiliates, except 5 for any unapplied refundable tenant security deposits, (v) Executory Contracts and Leases not 6 assumed by and assigned to the Stalking Horse Bidder, (vi) any and all claims, demands, lawsuits7 legal proceedings, awards, judgments, or settlement amounts related to or arising from the 8 Debtors’ purchase of the Real Property from the prior owner(s), the Debtors’ prepetition 9 management team, or other third parties, excluding, however, Environmental Claims, and persona10 property included on Exhibit A-3 of the Stalking Horse APA. 11 C. The TIC Properties 12 One or more of the Debtors own a tenant-in-common interest in the following properties 13 identified by their common address: (i) 16914 Sonoma Highway, Sonoma, CA; (ii) 19 Merrydale 14 Road, San Rafael, CA; (iii) 109 Professional Center Parkway, San Rafael, CA; (iv) 100 Sycamore15 Avenue, San Anselmo, CA; (v) 240 Tamal Vista, Corte Madera, CA; and (vi) 1441 Casa Buena 16 Drive, Corte Madera, CA (individually, “TIC Property, collectively, “TIC Properties”). Regardin17 these TIC Properties, the Debtors and the Stalking Horse Bidder have agreed to allocate the 18 Purchase Price to such TIC Properties as set forth in the Notice of Allocated Purchase Prices for 19 Properties Owned by Tenants in Common with Debtors filed on June 29, 2021, as Docket No. 7220 (the “Allocated Purchase Price”). The Allocated Purchase Prices make known to the TIC Owners21 (defined below) and the public the consideration flowing from the sale of a specific TIC Property 22 under the Stalking Horse APA. 23 Under the Stalking Horse APA, the Debtors have been pursuing consent from each of the 24 other tenants-in-common of the TIC Properties (“TIC Owner”) to (i) the Debtors’ sale of its 25 interest in the TIC Properties free and clear Interests; and (ii) the sale of their tenancy-in-common26 interests in the TIC Properties (collectively, the “TIC Interests”). In furtherance of such consent, 27 and if the Debtors cannot obtain the TIC Owners’ respective consents, the Debtors have 28 commenced adversary proceedings for judgments authorizing the Debtors to sell the TIC

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1 Properties free and clear of the TIC Interests (collectively, the “TIC Litigation”). As of the date o2 this Motion, the Debtors anticipate that most of the TIC Owners will support the Sale and provide3 their respective consents and agreement to deliver the applicable grant deed and any other 4 document that the Escrow Holder requests to transfer the TIC Owner’s respective interest in the 5 TIC Property (collectively, the “TIC Documents”) to the Stalking Horse Bidder or Successful 6 Bidder, as applicable, at Closing, as documented in stipulations to be filed before the Sale 7 Hearing. The execution and delivery of the TIC Documents will evidence the sale and 8 conveyance of the TIC Owner’s respective interest in the TIC Property to the Stalking Horse 9 Bidder. 10 The Debtors will deliver at Closing the TIC Documents for those TIC Properties where th11 TIC Owners have consented to the Sale. If the Debtors cannot obtain by the Closing Date 12 consensually executed TIC Documents or a judgment in the pending TIC Litigation regarding a 13 TIC Property, at the election of the Stalking Horse Bidder, such TIC Property may be excluded 14 from the sale (“Excluded Unsigned Properties”), which will result in a Purchase Price reduction i15 the amount of the Allocated Purchase Price attributable to such property.10 16 D. Marketing of the Property 17 As set forth in the Bid Procedures Motion, the Debtors have received significant 18 indications of interest from Potential Bidders both before and after the Court approved the Bid 19 Procedures (as defined in the Bid Procedures Motion). The Debtors fielded inquiries regarding th20 then-potential sale of the Debtors’ assets as early as shortly after the cases commenced. In early 21 2021, after Mr. Hinkelman came on board as the Debtors’ Chief Restructuring Officer (“CRO”), 22 the Debtors formalized the potential the sale of the Debtors’ portfolio of properties. The Debtors 23 invited interested parties to access a virtual data room created for such parties to formulate 24 stalking horse offers. Because of the Debtors’ early marketing efforts, they received numerous 25 expressions of interest, which then led to extensive negotiations with several parties from among 26 10 The Stalking Horse Bidder also has the option under this circumstance to acquire just the Debtors’ ownership 27 interest and consenting TIC Owners’ interest in such real property, in which case the Debtors and Stalking Horse Bidder will further adjust the Purchase Price as set forth in the Stalking Horse APA. For the avoidance of doubt, the 28 Debtors’ inability to deliver TIC Documents or a judgment in pending TIC Litigation with respect to any TIC

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1 approximately thirty-six (36) interested parties that had signed confidentiality/non-disclosure 2 agreements (each a “Confidentiality Agreement”) for data room access. 3 Before selecting Hamilton Zanze as the Stalking Horse Bidder, the Debtors considered 4 whether they might extract more value from the Property by entering into: (a) a series of 5 individual one-off transactions, (b) transactions involving a grouping or groupings of properties, 6 (c) transactions that would spit the commercial and residential portion of the portfolio, (d) a 7 transaction that would allow the Debtor to continue to hold all or some portion of the Property 8 either for the short, medium or long term, and (e) some combination of the foregoing. Only after 9 carefully evaluating each alternative did the Debtors decide to proceed with the Stalking Horse 10 Bidder on a significantly improved basis that for the most part reflected the best components of 11 the known competing offers at that time. 12 After selecting Hamilton Zanze as the Stalking Horse Bidder and obtaining Court 13 authorization to enter into the Stalking Horse APA and Court approval of the Bid Procedures, the 14 Debtors have continued to market the Property for sale. The Debtors have obtained executed 15 Confidentiality Agreements to conduct diligence regarding the Property from a total of 82 parties. 16 Activity in the virtual data room continues to be robust, and the Debtors hope they will receive 17 enough Qualified Bids by the Bid Deadline (as defined in the Bid Procedures Order) to conduct a18 Auction as contemplated under the Bid Procedures. 19 E. The Stalking Horse Bidder 20 Founded in 2001 in the Presidio of San Francisco by Mark Hamilton and Tony Zanze, 21 Hamilton Zanze focuses on multifamily investments by specializing in the pursuit, acquisition, 22 and hands-on operation of apartment communities in its target markets. By seeking opportunities23 especially where it can improve performance, Hamilton Zanze seeks to generate distributable cas24 flow, protects investor principal, and achieves appreciation. Hamilton Zanze has deep experience25 in all phases of the multifamily investment lifecycle – from acquisitions, dispositions, and 26 financing, to operations, asset management, property management, risk management, and 27 construction management. Hamilton Zanze acquired its first multifamily investment properties in28 and around the San Francisco Bay Area, and owns properties across the Pacific Northwest,

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1 Mountain states, lower Midwest, Texas, Georgia, Virginia, and Maryland. 2 In 2007, the principals of Hamilton Zanze founded Graham Street Realty (“Graham 3 Street”) to focus on the acquisition and operation of commercial property assets. Graham Street 4 currently owns over 1.1 million square feet of commercial office and industrial properties in 5 Northern California, Colorado, and Washington, and, if the Debtors sell the Property to Hamilton 6 Zanze, will be responsible for operating the commercial assets of the portfolio. Hamilton Zanze 7 also intends that Paramount Property Company (“Paramount”), a majority of which the principals8 of Hamilton Zanze also own, will provide property management services to the entire portfolio. 9 Paramount currently manages 3.5 million square feet of commercial and industrial property in 10 Northern California, Colorado and Washington for Graham Street and other clients, with 2.7 11 million square feet under management in Northern California alone. 12 F. The Stalking Horse Bid 13 The Stalking Horse Bidder’s purchase price for the Property, subject to overbid consists o14 (1) cash in the amount of Four Hundred Thirty-Four Million Dollars ($434,000,000.00), 15 comprised of: (a) Twenty-Five Million Dollars ($25,000,000.00)11 to be held in escrow as the 16 “Auction Deposit”; and (b) Four Hundred Nine Million Dollars ($409,000,000.00) to be delivered17 to the Escrow Holder if the Stalking Horse Bidder is approved by the Court as the Successful 18 Bidder (defined below) on the Closing Date, and (2) the aggregate amount of: (a) cure costs, if 19 any, associated with any Executory Leases and Contracts that the Stalking Horse Bidder 20 determines to require the Debtors to assume and assign to it under section 365 of the Bankruptcy 21 Code; (b) assumed Post-Petition Liabilities associated with the Post-Petition Construction 22 Contract; and (c) accrued vacation and paid time off (collectively, “PTO”) due and owing by the 23 Debtors to certain Hired Employees (amounts in (a), (b) and (c) are referred to as “Assumed 24 Obligations”), provided however, that the ultimate purchase price for the Property shall be reduce25 26 11 The Escrow Opening Deposit was $5 million, which deposit amount increased to $7 million in connection with thStalking Horse Bidder’s election to extend the Contingency Date to August 16, 2021. Under the First Amendment toPurchase Agreement and Escrow Instructions (the “First Amendment”), the Contingency Date was extended to 27 August 24, 2021, and provided the Stalking Horse Bidder does not elect to terminate the Stalking Horse APA, the deposit amount will be increased to $10 million. Upon notification from the Debtors that there is a Qualified 28 Competing Bid and the Auction is going forward, the deposit will be increased to $25 million by the Stalking Horse

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1 by the Allocated Purchase Price attributable to any Excluded Unsigned Properties and certain 2 other items as described in the Stalking Horse APA (collectively, the “Purchase Price”). 3 G. The Court Approved Bid Procedures 4 On July 15, 2021, the Court entered the Bid Procedures Order,12 under which the Court, 5 among other things, (1) authorized each of the Debtors, by and through Mr. Hinkelman in his 6 capacity as PFI’s13 CRO, to execute and deliver any and all documents in connection with the 7 Sale, including, but not limited to, the Stalking Horse APA; and (2) approved the Bid Procedures 8 (as defined in the Bid Procedures Order), including the allowance of the Break-Up Fee and 9 Expense Reimbursement (as defined in the Bid Procedures Order) in the amount of Six Million, 10 Six Hundred Eighty Thousand Dollars ($6,680,000.00) as an administrative expense of the 11 Debtors under sections 503(b) and 507(a) of the Bankruptcy Code in favor of Hamilton Zanze if i12 is not the Successful Bidder. Under the Bid Procedures Order, the Debtors gave notice of the Bid13 Procedures and Auction on July 19, 2021, by filing that the Bid Procedures Notice.14 The Debtor14 also caused the Bid Procedures Notice to be posted in the virtual data room through which they 15 have been providing Potential Bidders (as defined in the Bid Procedures Notice) diligence 16 materials in connection with the proposed Sale. 17 Provided that the Debtors receive a Qualified Bid, they will conduct the Auction under the18 Bid Procedures approved by the Court and set forth in the Bid Procedures Order and repeated in 19 the Bid Procedures Notice. The Debtors have not yet revised the Bid Procedures approved by the20 Court but continue to reserve their rights to do so, in consultation with the Official Committee. 21 The Bid Deadline is September 7, 2021, at 5:00 p.m., Pacific Time. If the Debtors determine that 22 they have received at least one Qualified Competing Bid, by September 9, 2021, at 11:00 a.m., 23 Pacific Time, the Debtors will inform the Stalking Horse Bidder and Qualified Bidders they will 24 12 The “Bid Procedures Order” is the Order (A) Approving Bid Procedures for the Portfolio Sale of Certain Real and 25 Personal Property Assets; (B) Approving Related Notice Procedures; (C) Authorizing Debtors to Enter Into Stalking Horse Agreement and Approving Break-Up Fee and Expense Reimbursement; (D) Scheduling A Sale Hearing; and 26 (E) Granting Certain Related Relief entered on July 15, 2021, as Docket No. 768. 13 PFI is the general manager of each of the Affiliated Debtors. 14 The “Bid Procedures Notice” is the Notice of Sale, Bidding Procedures, Auction, Sale Hearing, and Investor Opt-27 Out Procedures, filed with the Court on July 19, 2021, as Docket No. 778. The Debtors served the Bid Procedures Notice on all creditors and other parties in interest entitled to service in their cases. The certificate of service attestin28 to the Debtors’ service of the Bid Procedures Notices was filed with the Court on August 17, 2021, as Docket No.

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1 conduct an Auction, under the Bid Procedures stated in the Bid Procedures Order and Notice, on 2 September 13, 2021, at 11:00 a.m., Pacific Time. If the Debtors receive no objection to this 3 Motion or the results of the Auction, which results the Debtors will file with the Court within one 4 (1) day of the conclusion of the Auction, the Debtors will seek Court approval of the Successful 5 Bidder and its winning bid at the Sale Hearing. 6 H. Proposed Sale 7 The Plan provides that the Debtors intend to “sell, monetize, transfer, assign, distribute, 8 abandon, or otherwise dispose of the PFI Trust Assets and Opco Assets” which assets include, but9 are not limited to, real property including the Property. See Plan at Sections 4.1, and 4.3.5(g). 10 The proposed Sale of the Property is to further the Plan and the Debtors’ goals under the Plan as 11 the Debtors now seek to monetize all the real and personal property assets that comprise the 12 Property to benefit their creditors. Specifically, the Debtors have determined in their business 13 judgment that a sale of the Property, subject to overbid at the Auction and Court approval at the 14 Sale Hearing, will maximize the value of the Property. The Debtors have reached this conclusion15 largely based on discussions with their financial advisors, the operating and cash flow 16 characteristics of the Debtor entities, the current market trends regarding real property valuations 17 in Northern California (where the Property is located) and the efforts over many months to marke18 portions of the Debtors’ real property portfolio. 19 I. Assumption and Assignment Objections 20 Attached as Exhibit B to the Hinkelman Declaration is a list of all Executory Contracts 21 and Leases that may be assumed and assigned to the Successful Bidder (the “Assumption List”), 22 together with proposed cure amounts, which Assumption List shall be served, together with the 23 “Assumption Notice,” on all contract counterparties that may be affected by the Sale and propose24 assumption and assignment of Executory Contracts and Leases (the final list of Executory 25 Contracts and Leases that the Successful Bidder requests the Debtors to assume and assign to it 26 will be the Purchased Contracts and Leases). The Assumption Notice: (1) sets forth the amount 27 of cure owed under the relevant Executory Contracts and Leases according to the Debtors’ books 28 and records (the “Cure Amounts”); (2) notifies each contract counterparty that the Executory

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1 Contracts and Leases may be assumed and assigned to the Successful Bidder to be identified at th2 conclusion of the Auction; (3) states the date of the Sale Hearing; and (4) states that any objection3 to the proposed Cure Amount, the proposed adequate assurance to be provided, or another aspect 4 of the assumption and assignment must be filed and served on the Debtors and the Stalking Horse5 Bidder by September 1, 2021, under the Bid Procedures Order. Any counterparty to an unexpired6 Executory Contract or Lease identified by the Debtors in the Supplement that objects to the 7 adequate assurance provided or to be provided by the Successful Bidder pending Court approval 8 of the Sale and Stalking Horse APA or APA at the Sale Hearing must inform the Debtors’ counse9 at the email addresses listed on the upper left corner of the Assumption Notice by 9:30 a.m., 10 Pacific Time, on September 15, 2021. All such objections not yet resolved before the Sale 11 Hearing will be resolved at the Sale Hearing. Any counterparty that does not timely submit a 12 written objection will be deemed to consent to the assumption and assignment of its unexpired 13 Executory Contract or Lease to the Successful Bidder and to the proposed Cure Amount listed in 14 the Supplement. The proposed procedures described in this section of the Motion shall be referre15 to, collectively, as the “Assumption Procedures.” 16 J. Notice Given of the Bid Procedures and Auction Sale 17 On July 19, 2021, the Debtors (through their agents) filed and served the Bid Procedures 18 Notice by first-class mail, postage prepaid, upon all creditors and parties in interest in the Debtors19 Bankruptcy Cases. The Debtors also caused the Bid Procedures Notice to be posted in the virtual 20 data room through which they have been providing Potential Bidders (as defined in the Bid 21 Procedures Notice) diligence materials in connection with the proposed Sale. 22 Concurrently with filing this Motion, and under the Bid Procedures Order, the Debtors are23 giving notice of this Motion and the Sale Hearing (the Sale Notice) on the following parties: (a) 24 the Office of the United States Trustee; (b) counsel for the Official Committee of Unsecured 25 Creditors; (c) counsel for the Ad Hoc Committees; (d) any party that has requested notice under 26 Bankruptcy Rule 2002; (e) all holders of Non-Investor First-Priority Lender Claims (as defined in27 the Plan) whose Collateral is included in the Sale and their counsel of record (if any); (f) counsel 28 of record for Ms. Christina Ensign; and (g) all potentially affected lienholders, including

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1 individual investors holding deeds of trust secured by the Property; (h) counterparties to unexpire2 Executory Contracts and Leases; (i) affected tax authorities; (j) the Securities & Exchange 3 Commission; (k) the Internal Revenue Service; and (l) the Investors (as defined in the Plan). 4 Additionally, the Debtors are serving (1) the Assumption Notice on counterparties to unexpired 5 Executory Contracts and Leases, and (2) this Motion and all supporting documents on all 6 potentially affected lienholders, including individual investors holding deeds of trust secured by 7 the Property in compliance with B.L.R. 6004-1 and Bankruptcy Rule 7004(b). The Debtors are 8 serving the foregoing parties described in (a) – (f), and (j) by (x) CM/ECF; (y) email; or (z) 9 overnight mail, and the parties described at (g) – (i), (k), and (l) via (x) CM/ECF; (y) email; or (z)10 U.S. First Class mail. 11 III. JURISDICTION AND VENUE 12 This Court has jurisdiction over the Debtors, their estates, and this matter under 28 U.S.C. 13 §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b)(2)(A) and (N). Venue is 14 proper in this district under 28 U.S.C. §§ 1408 and 1409. 15 IV. RELIEF REQUESTED 16 By this Motion, the Debtors also seek entry of the Sale Order, substantially in the form 17 attached hereto as Exhibit A, (1) approving of (a) the successful bid after completion of the 18 bidding and auction process, (b) the Sale of the Property outside of the Debtors’ ordinary course o19 business, free and clear of liens, claims, and encumbrances under section 363 of the Bankruptcy 20 Code, (c) the assumption and assignment of the Purchased Contracts and Leases under the 21 Assumption Procedures, (2) establishing certain Cure Amounts, and (3) finding that (a) the 22 Successful Bidder has acted in “good faith” within the meaning of section 363(m) of the 23 Bankruptcy Code, (b) no conduct exists that would permit the Sale Order to be avoided under 24 section 363(n) of the Bankruptcy Code, and (c) the Sale is in furtherance of the confirmed Plan 25 and therefore not subject to any tax under any law imposing a stamp or other similar tax under 26 section 1146(a) of the Bankruptcy Code. The Debtors further seek: (i) a determination that servic27 of this Motion as set forth above constitutes due and adequate notice under the Bankruptcy Rules 28 and the Bankruptcy Local Rules; and (ii) waivers waiver of the stay provisions of Bankruptcy

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1 Rules 6004(h) and 6006(d), if applicable. 2 V. AUTHORITY FOR REQUESTED RELIEF 3 A. The Sale Is Within the Debtors’ Sound Business Judgment and Should Be Approved 4 Section 363(b)(1) of the Bankruptcy Code provides that a debtor in possession, “after 5 notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, propert6 of the estate.” 11 U.S.C. § 363(b)(1). Section 363 does not set forth a standard for determining 7 when it is appropriate for a court to authorize the sale or disposition of a debtor’s assets before 8 confirmation of a plan. However, courts in the Ninth Circuit and others have required that the 9 decision to sell assets outside the ordinary cause of business be based upon the sound business 10 judgment of the debtors. See In re 240 North Brand Partners, Ltd., 200 B.R. 653, 659 (9th Cir. 11 BAP 1996) (“debtors who wish to utilize § 363(b) to dispose of property of the estate must 12 demonstrate that such disposition has a valid business justification”) (citing In re Lionel Corp., 13 722 F. 2d 1063, 1070 (2nd Cir. 1983)); In re Humboldt Creamery, LLC, No. 09-11078, 2009 14 Bankr. LEXIS 2470, at *3 (Bankr. N.D. Cal. Aug. 14, 2009). 15 The Court should not substitute its own business judgment for that of the debtor. See, e.g. 16 In re Ionosphere Clubs, Inc., 100 B.R. 670, 678 (Bankr. S.D.N.Y. 1989); In re Highway Equip. 17 Co., 61 B.R. 58, 60 (Bankr. S.D. Ohio 1986). Rather, the Court should ascertain whether the 18 debtor has articulated a valid business justification for the proposed transaction. See, e.g., Lewis v19 Anderson, 615 F.2d 778, 781 (9th Cir. 1979). This follows the congressional intent to limit 20 judicial involvement in business decisions and to leave day-to-day operational matters to the 21 debtor’s broad authority. In re Airlift Int’l, Inc., 18 B.R. 787, 789 (Bankr. S.D. Fla. 1982) 22 (recognizing “broad authority to operate the business of a debtor . . . [which] indicates 23 congressional intent to limit court involvement in business decisions by a trustee . . . [so that] a 24 court may not interfere with a reasonable business decision made in good faith by a trustee”). 25 Several courts have held that the “sound business judgment” test requires a debtor to 26 establish four elements to justify the sale or lease of property outside the ordinary course of 27 business, namely, “(1) a sound business purpose exists for the sale; (2) the sale is in the best 28 interest of the estate, i.e., the sale price is fair and reasonable; (3) notice to creditors was proper;

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1 and (4) the sale is made in good faith.” In re Slates, No. 12-1168, 2012 Bankr. LEXIS 5159, at 2 *31 (B.A.P. 9th Cir. Oct. 31, 2012). Whether or not there are sufficient business reasons to justif3 a transaction depends upon the facts and circumstances of each case. See In re Humboldt 4 Creamery, LLC, 2009 Bankr. LEXIS 2470, at *3 (Bankr. N.D. Cal. Aug. 14, 2009) (citing In re 5 Lionel Corp., 722 F.2d 1063, 1071 (2nd Cir. 1983)). 6 1. There Is a Sound Business Purpose for the Sale 7 A debtor’s showing of a sound business purpose need not be unduly exhaustive but, rather8 a debtor is “simply required to justify the proposed disposition with sound business reasons.” In 9 re Baldwin United Corp., 43 B.R. 888, 906 (Bankr. S.D. Ohio 1984). Here, a sound business 10 purpose exists to proceed with the Sale of the Property to the Successful Bidder under the Stalkin11 Horse APA or the APA. More than ample business justification exists to approve the proposed 12 Sale. The Sale of the Property would benefit the Debtors and their creditors by eliminating 13 significant ongoing costs associated with debt service, avoiding the further expense of retaining 14 the Property and by generating significant cash for the Debtors’ estates. 15 In addition, the Debtors have exhaustively marketed the Property and explored alternative16 for disposition of the Property, before concluding to proceed as outlined in this Motion. The Bid 17 Procedures and the overall sale process are an indicator of fair market value, and all material 18 decisions regarding the sale process have been made in close consultation with the Committees. 19 The Debtors anticipate that the Successful Bid, selected in the Debtors’ business judgment, after 20 consultation with the Official Committee, will be the highest and best bid for the Property. 21 2. The Purchase Price Is Fair and Reasonable 22 The Sale of the Property follows the targeted marketing of the Property by the Debtors an23 their financial advisor beginning as early as January 2021 and continuing through the Bid 24 Deadline. After the Court approved the Bid Procedures, the Debtors’ financial advisor provided 25 an Offering Memorandum describing the Property for sale to nearly ten thousand (10,000) parties26 A copy of the Offering Memorandum is attached to the Hinkelman Declaration as Exhibit C. 27 Thus, the Purchase Price of the Property, subject to overbid at Auction, is fair and reasonable. 28

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1 3. All Interested Parties Are Being Provided with Notice of the Sale 2 As set forth in Section II(J) of this Motion, the Debtors believe that they are providing 3 reasonable and adequate notice of the Sale to interested persons. The notice prong of the “sound 4 business judgment” test is satisfied. The Committees know of the Sale, and each of the 5 Committees either (i) has informed the Debtors it supports the Sale or (ii) is expected by the 6 Debtors to support the Sale. 7 4. The Sale Is Proposed in Good Faith and Hamilton Zanze Should be Afforded 8 Protections Under Section 363(m) of the Bankruptcy Code 9 The fourth prong of the “sound business judgment” test examines whether the Sale is in 10 good faith. Section 363(m) of the Bankruptcy Code provides : 11 The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale 12 or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless 13 such authorization and such sale or lease were stayed pending appeal. 14 15 11 U.S.C. § 363(m). Section 363(m) of the Bankruptcy Code thus protects the purchaser of asset16 sold under section 363 of the Bankruptcy Code from the risk it will lose its interest in the 17 purchased assets if the order allowing the sale is reversed on appeal. 18 Although the Bankruptcy Code does not define “good faith purchaser,” the Ninth Circuit, 19 construing section 363(m) of the Bankruptcy Code, has stated that “[a] good faith buyer ‘is one 20 who buys ‘in good faith’ and ‘for value.’” Ewell v. Diebert (In re Ewell), 958 F. 2d 276, 281 (9th21 Cir. 1992); see also Paulman v. Gateway Venture Partners III, Ltd. P'ship (In re Filtercorp, Inc.),22 163 F.3d 570, 577 (9th Cir. 1998); In re Hunt, No. 12-08439, 2014 U.S. Dist. LEXIS 189464, at 23 *59 (C.D. Cal. Jul. 25, 2014) (“‘Good faith’ encompasses fair value, and further speaks to the 24 integrity of the transaction.”); see also In re M Capital Corp., 290 B.R. 743, 752 (9th Cir. B.A.P. 25 2003). 26 Generally, lack of good faith can be shown by “fraud, collusion between the purchaser an27 other bidders or the trustee or an attempt to take grossly unfair advantage of other bidders.” Kwai28 v. Wirum (In re Glob. Reach Inv. Corp.), 570 F. App’x 723, 723 (9th Cir. 2014) (citing In re

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1 Ewell, 958 F.2d at 281); In re Filtercorp, Inc., 163 F.3d at 577; In re Hunt, 2014 U.S. Dist. LEXI2 189464, at *59 (“Typical ‘bad faith’ or misconduct, would include collusion between the seller 3 and buyer, or any attempt to take unfair advantage of other potential purchasers.”). 4 Here, the Sale is in good faith. Hamilton Zanze proceeded in good faith in all respects in 5 connection with its initial due diligence, negotiating to be the stalking horse bidder, negotiating 6 the Stalking Horse APA, conducting its due diligence with respect to the transaction, working wit7 FTI and the Debtors employees in connection with its due diligence, and all other aspects of the 8 contemplated transaction. Hamilton Zanze has no prior connection with the Debtors. The Debtor9 and Hamilton Zanze have each engaged separate counsel to negotiate the Sale of the Property on 10 their respective behalves at arms’-length. Hamilton Zanze has and continues to recognize that the 11 Debtors are free to deal with any other party interested in acquiring the Property. Hamilton Zanz12 has complied with the provisions of the Bid Procedures Order. Hamilton Zanze’s bid is subject to13 the competitive bid procedures set forth in the Bid Procedures Order and thus will be tested by th14 market. All payments to be made by Hamilton Zanze and other agreements or arrangements 15 entered into by the Hamilton Zanze in connection with the Sale have been disclosed. The 16 negotiation and execution of the Stalking Horse APA, including the Sale contemplated thereby, 17 were at arms’-length and in good faith. There is no evidence of insider influence or improper 18 conduct by Hamilton Zanze or any of its affiliates in connection with the negotiation of the 19 Stalking Horse APA with the Debtors and in connection with Hamilton Zanze’s on-going due 20 diligence. Based on the foregoing, Hamilton Zanze is a good faith purchaser under section 363(m21 of the Bankruptcy Code and as such, should be entitled to the protection afforded thereby. 22 5. The Successful Bidder Should be Afforded Protections Under Section 363(m) of 23 the Bankruptcy Code 24 If the Successful Bidder is not Hamilton Zanze, the Debtors will file a declaration of the 25 Successful Bidder testifying to such Successful Bidder’s (a) pre- and postpetition relationship wit26 other bidders, the Debtors, major creditors or equity security holders in the case, or any of the 27 Debtors’ officers, directors, agents, attorneys or employees; (b) expected relationship after the 28 Sale with the Debtors’ present or former officers, directors, agents, or employees (including

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1 whether any offers of employment or compensation have been made or will be offered to debtors’2 present or former officers, directors, agents, or employees); (c) contemplated or promised 3 consideration to be transferred in connection with the Sale to any person other than the Debtors, if4 any; and (d) absence of fraud or collusion between the bidder and any other bidders or the debtor’5 officers, directors, agents or employees, or any attempt to take unfair advantage of other bidders. 6 The Debtors do not anticipate that there will be any evidence that the Successful Bidder 7 has engaged in collusion or any bad faith in connection with the Sale. If the Stalking Horse 8 Bidder is not the Successful Bidder, the Sale will be documented by the APA, which the Debtors 9 anticipate will contain customary terms and conditions for such a commercial real estate 10 transaction and no term of the Sale is extraordinary. The Debtors and the Successful Bidder and 11 their respective counsel will have participated in the drafting and review of the APA. All key 12 constituencies in the Debtors’ Bankruptcy Cases will receive notice of the Motion and will be 13 provided with an opportunity to be heard. The Debtors submit that such notice is adequate for 14 entry of the order approving the sale of the Property under the APA and satisfies the requisite 15 notice provisions required under section 363(b) of the Bankruptcy Code. 16 Based on the foregoing, the Successful Bidder should be afforded protections that section 17 363(m) of the Bankruptcy Code provides to a good faith purchaser even if the Successful Bidder i18 not the Stalking Horse Bidder. 19 B. The Sale Satisfies the Requirements of Section 363(f) of the Bankruptcy Code 20 Under section 363(f), a debtor in possession may sell all or any part of its property free an21 clear of any and all liens, claims or interests in such property if: (1) such a sale is permitted under 22 applicable non-bankruptcy law; (2) the party asserting such a lien, claim or interest consents to 23 such sale; (3) the interest is a lien and the purchase price for the property is greater than the 24 aggregate amount of all liens on the property; (4) the interest is the subject of a bona fide dispute; 25 or (5) the party asserting the lien, claim or interest could be compelled, in a legal or equitable 26 proceeding, to accept a money satisfaction for such interest. 11 U.S.C. § 363(f). 27 “Because Section 363(f) is written in the disjunctive, satisfaction of any one condition is 28 sufficient to sell the property ‘free and clear of any interest.’” SEC v. Capital Cove Bancorp LLC

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1 No. 15-00980, 2015 U.S. Dist. LEXIS 186531, at *4-5 (C.D. Cal. Nov. 19, 2015); Citicorp 2 Homeowners Serv., Inc. v. Elliot (In re Elliot), 94 B.R. 343, 345 (E.D. Pa. 1988) (same). Courts 3 have held that when the proceeds of a proposed sale cannot cover the debts secured by the 4 collateral sold, if the party asserting the lien, claim or interest could be compelled, in a legal or 5 equitable proceeding, to accept a money satisfaction for such interest, the sale of property free an6 clear of any and all liens, claims or interests in such property is appropriate. See In re Jolan, Inc.,7 403 B.R. 866, 869 (Bankr. W.D. Wash. 2009) (citing section 363(f)(5) and Clear Channel, infra.)8 Courts also have held that they have the equitable power to authorize sales free and clear of 9 interests that are not specifically covered by section 363(f). See, e.g., In re TWA, Case No. 01-10 0056, 2001 Bankr. LEXIS 723, at *5 (Bankr. D. Del. Mar. 27, 2001); Volvo White Truck Corp. v. 11 Chambersburg Beverage, Inc. (In re White Motor Credit Corp.), 75 B.R. 944, 948 (Bankr. N.D. 12 Ohio 1987). Finally, to the extent a party receives notice of, but does not file a written objection 13 to, this Motion, such party should be deemed to have consented to the sale free and clear of their 14 liens. See In re Channel One Comm., Inc., 117 B.R. 493, 496 (Bankr. E.D. Mo 1990). 15 By this Motion, the Debtors seek to sell the Property free and clear of interests, Claims (as16 that term is defined in the Bankruptcy Code), encumbrances, or liens, including, but not limited to17 (i) disputed interests asserted by any persons or entities listed as creditors on the Debtors’ 18 schedules or who have filed a proof of claim or request for notice in the Bankruptcy Cases that 19 asserts a lien, claim, or disputed interest that is purported to attach to the Property or proceeds 20 from the sale of the Property, (ii) those that purport to give to any party a right or option to effect 21 any forfeiture, modification, right of first refusal, or termination of the Debtors’ or Hamilton 22 Zanze’s interest in the Property, or any similar rights, (iii) those relating to taxes arising under or 23 out of, in connection with, or in any way relating to the operation of the Property before the 24 consummation of the Sale (the “Closing”), (iv) Non-Investor First-Priority Lender Claims, Non-25 Investor Other Secured Claims, DOT Noteholder Claims, and Non-DOT Investor Claims (as each26 is defined under the Plan), (v) TIC Claims (as defined under the Plan) of TIC Owners that 27 executed a TIC Owner Stipulation under paragraph 6.1.4(a) of the Stalking Horse APA or TIC 28 Owners who have had a judgment under section 363(h) of the Bankruptcy Code entered against

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1 them, and (vi) (a) those Claims arising under all mortgages, deeds of trust, security interests, 2 conditional sale or other title retention agreements, pledges, liens, judgments, demands, 3 encumbrances, rights of first refusal or charges of any kind or nature, if any, including, but not 4 limited to, DOT Noteholder Claims (as defined in the Plan), any restriction on the use, voting, 5 transfer, receipt of income or other exercise of any attributes of ownership and (b) all debts arisin6 in any way in connection with any agreements, acts, or failures to act, of any of the Debtors or an7 of the Debtors’ predecessors, pre-petition management, or affiliates, Claims, objections, liabilities8 demands, guaranties, options, rights, contractual or other commitments, indemnities, indemnity 9 obligations and warranties relating to any acts, omissions or circumstances arising before the 10 Closing, including those constituting Excluded Liabilities (as defined in paragraph 3.2 of the 11 Stalking Horse APA), restrictions, interests and matters of any kind and nature, whether known or12 unknown, contingent or otherwise, whether arising before or after the commencement of these 13 Bankruptcy Cases, and whether imposed by agreement, understanding, law, equity or otherwise, 14 including but not limited to Claims otherwise arising under doctrines of successor liability or any 15 Claims or interests related to the Excluded Assets (as defined in Section 1.1.5 of the Stalking 16 Horse APA) or the Excluded Liabilities (collectively, the “Interests”). Except with respect to 17 Non-Investor First Priority lender Claims and Non-investor Other Secured Claims, which will be 18 paid at Closing (as discussed below), the Debtors seek to sell free and clear of all other Interests 19 held or assert by all other creditors, with any such Interests to attach to the proceeds. 20 1. Non-Investor First Priority Lender Claims and Non-Investor Other Secured Claims21 As noted above, the Non-Investor First-Priority Lender Claims and Non-Investor Other 22 Secured Claims (as each is defined in the Plan) shall be paid in full in cash out of the proceeds of 23 the Sale on the Closing Date. 24 2. All Other Claims, including DOT Noteholder Claims and Non-DOT Investor 25 Claims 26 While the Debtors know certain Investors (as defined in the Plan) may assert claims, liens,27 or interests purportedly secured by the Property, including without exception the DOT Noteholde28 Claims, and Non-DOT Investor Claims, such claims, liens, or interests are in bona fide dispute

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1 based on the Ponzi Judgment entered in connection with the Debtors’ cases.15 For example, a 2 common theme that the Debtors’ financial advisor has identified in the Debtors’ historical 3 financial records is that with respect to the recordings of certain deeds of trusts (“DOTs”) 4 associated with DOT Holders, DOTs were recorded, then subsequently released (commonly 5 around refinancing), then subsequently re-recorded (commonly around the completion of the 6 refinancing).16 In some instances, the DOT was not re-recorded. Such complex (multi-stepped, 7 multi-entity) transactions to pool cash across the PFI Enterprise, including cash raised from 8 investors and mortgage refinancings are consistent with Ponzi-like activity. See Alfaro 9 Declaration at ¶ 54. Thus, such Investors’ purportedly secured claims, liens, or interests are in 10 bona fide dispute and under section 363(f)(4), sale of the Property free and clear of any and all 11 such claims, liens, or interests in the Property is appropriate. In fact, section 4.3.3 of the 12 confirmed Plan also provides that any such claim, lien, or interest asserted by Investors, any other13 creditor, or party in interest other than the holders of Non-Investor First Priority Lender Claims 14 will be released on the effective date of the Plan. 15 Further, it is well-settled that there are legal and equitable proceedings in California in 16 which a junior lienholder could be compelled to accept a money satisfaction for its claim, lien, or 17 interest in collateral to be sold (for example, both nonjudicial and judicial foreclosure sales). 18 Thus, while the Debtors are not aware of any valid basis for such claims, liens, or interests 19 asserted against the Property, if any such claims, liens, or interests are valid, such claims, liens, or20 interests shall attach to the proceeds of the Sale under section 363(f)(5) of the Bankruptcy Code. 21 Finally, the Debtors are serving the Sale Notice on all persons and entities scheduled by 22 the Debtors, who have filed a Proof of Claim, and who are identified on title reports for the 23 24 15 The “Ponzi Judgment” is that Stipulated Judgment on the Official Committee of Unsecured Creditors of Professional Financial Investors, Inc. and Professional Investors Security Funds, Inc.’s Complaint for Declaratory 25 Relief entered in the adversary proceeding styled The Official Committee of Unsecured Creditors v. PFI, et al. and bearing case no. 20-03018, entered on May 17, 2021, as Docket No. 6. 26 16 The details of the forensic investigation and accounting conducted by the Debtors’ financial advisor FTI ConsultinInc. (“FTI”) to assist the independent director of PFI and PISF in his determination of whether the Debtors’ prior management operated the collective enterprise of the Debtors as a Ponzi scheme from at least January 1, 2007, until 27 Mr. Casey’s death in May 2020 are set forth in the Declaration of David Alfaro filed on April 29, 2021, as Docket N595 (the “Alfaro Declaration”). See Alfaro Declaration at n.43 (conclusions regarding the fraudulent recording 28 activity described here on probative sampling of LexisNexis Real Property Voluntary Lien Transaction Reports

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1 respective Real Properties, among others, and the notice will specify the relief requested by this 2 Motion. To the extent, however, any person or entity asserts that it has a lien, claim, or interest in3 or to the Property, besides those discussed in this Motion, such lien, claim, or interest is in bona 4 fide dispute, and the Debtors seek to sell the Property free and clear of any such lien, claim, or 5 interest. The sale free of clear of such interests is authorized under section 363(f) of the 6 Bankruptcy Code. 7 C. The Assumption and Assignment of the Purchased Contracts and Leases in 8 Connection with the Sale Satisfies Section 365 of the Bankruptcy Code 9 Section 365(a) of the Bankruptcy Code provides that a debtor in possession, “subject to th10 court’s approval, may assume or reject any executory contract or unexpired lease of the debtor.” 11 11 U.S.C. § 365(a). Further, “[t]he purpose behind allowing the assumption or rejection of 12 executory contracts is to permit the trustee or debtor-in-possession to use valuable property of the13 estate and to ‘renounce title to and abandon burdensome property.” Orion Pictures Corp. v. 14 Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1098 (2d Cir. 1993) (quoting 15 2 COLLIER ON BANKRUPTCY ¶ 365.01[1] (15th ed. 1993)). 16 The standard applied to determine whether the assumption of a contract or an unexpired 17 lease should be authorized is the “business judgment” standard. See In re X10 Wireless Tech., 18 Inc., No. BAP WW-04-1328-PST, 2005 WL 6960205, at *3 (B.A.P. 9th Cir. Apr. 5, 2005) (citing19 In re G .I. Indus., Inc., 204 F.3d 1276, 1282 (9th Cir. 2000)) (“Whether to assume or reject an 20 executory contract is left to the business judgment of the trustee or debtor in possession.”); In re 21 AbitibiBowater Inc., 418 B.R. 815, 831 (Bankr. D. Del. 2009) (finding that a debtor’s decision to 22 assume or reject an executory contract will stand if “a reasonable businessperson would make a 23 similar decision under similar circumstances”). The “business judgment” test in this context only24 requires that a debtor demonstrate that assumption or rejection of an executory contract or 25 unexpired lease benefits the estate. See Sharon Steel Corp. v. Nat’l Fuel Gas Distrib. Corp., 872 26 F.2d 36, 40 (3d Cir. 1989). 27 Here, the Debtors have exercised their sound business judgment in determining that 28 assumption and assignment of the Purchased Contracts and Leases in connection with the Sale is

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1 in the best interests of the Debtors and their estates, and, thus, the Court should approve the 2 proposed assumption and assignment under sections 365(a) and (b) of the Bankruptcy Code. See 3 In re Pomona Valley Med. Grp., Inc., 476 F.3d 665, 670 (9th Cir. 2007) (finding bankruptcy 4 courts should approve a debtor’s decision to reject an executory contract absent finding the 5 decision “so manifestly unreasonable that it could not be based on sound business judgment, but 6 only on bad faith, or whim or caprice”) (internal citations omitted); 3 COLLIER ¶ 365.03 (16th 7 2020) (citing Pomona Valley) (describing the Ninth Circuit’s broad interpretation of the business 8 judgment rule in the context of executory contract rejection “and presumably, assumption as 9 well”); see also, e.g., In re Philadelphia Newspapers, LLC, 424 B.R. 178, 182–83 (Bankr. E.D. 10 Pa. 2010) (stating that if a debtor’s business judgment has been reasonably exercised, a court 11 should approve the assumption or rejection of an executory contract or unexpired lease); Summit 12 Land Co. v. Allen (In re Summit Land Co.), 13 B.R. 310, 315 (Bankr. D. Utah 1981) (holding that13 absent extraordinary circumstances, court approval of a debtor’s decision to assume or reject an 14 executory contract “should be granted as a matter of course”). 15 The Debtors believe that the Sale to the Successful Bidder would yield the maximum valu16 for the Debtors’ estates and further the Debtors’ goals under the confirmed Plan. To that end, the 17 assumption, assignment and sale of the Purchased Contracts and Leases will be necessary for the 18 Debtors to obtain the benefits of the Stalking Horse Agreement or other APA ultimately approved19 by the Court. In addition, under section 365(k) of the Bankruptcy Code, a debtor’s assignment of 20 a contract or lease “relieves the trustee and the estate from any liability for any breach of such 21 contract or lease occurring after such assignment.” 11 U.S.C. § 365(k). Thus, following an 22 assignment to the Stalking Horse Bidder of the Purchased Contracts and Leases, the Debtors will 23 be relieved from any liability for any subsequent breach associated therewith, providing additiona24 value to the estate. 25 Section 365(b)(1) of the Bankruptcy Code requires that any outstanding defaults under the26 Purchased Contracts and Leases must be cured or that adequate assurance be provided that such 27 defaults will be promptly cured. See 11 U.S.C. § 365(b)(1). Concurrently with filing this Motion28 the Debtors will be filing with the Court, and serving on each counterparty to an unexpired

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1 Executory Contract or Lease, the Assumption Notice that indicates the proposed Cure Amount for2 each such contract. Each Counterparty has had or will have the opportunity to object to the 3 proposed assumption and assignment to the Stalking Horse Bidder and to the proposed Cure 4 Amount, if applicable. Moreover, the payment or reserve of the applicable Cure Amount, as 5 provided for in the Stalking Horse APA or APA, will be a condition to the Debtors’ assumption 6 and assignment of any Purchased Contracts and Leases. The Stalking Horse Bidder will identify 7 the Purchased Contracts and Leases prior to the Sale Hearing. 8 Relatedly, section 365(f)(2) of the Bankruptcy Code provides that a debtor may assign an 9 executory contract or unexpired lease of nonresidential real property if “adequate assurance of 10 future performance by the assignee of such contract or lease is provided.” 11 U.S.C. § 365(f)(2). 11 The words “adequate assurance of future performance” must be given a “practical, pragmatic 12 construction” in light of the facts and circumstances of the proposed assumption. See In re 13 Fleming Cos., Inc., 499 F.3d 300, 307 (3d Cir. 2007) (internal citation omitted); In re Art & 14 Architecture Books of the 21st Century, No. 2:13-BK-14135-RK, 2013 WL 4874342, at *8 15 (Bankr. C.D. Cal. Sept. 12, 2013) (citing In Re Evelyn Byrnes, Inc., 32 B.R. 825, 828–829 (Bankr16 S.D.N.Y. 1983) (same).; see also In re Natco Indus., Inc., 54 B.R. 436, 440 (Bankr. S.D.N.Y. 17 1985) (finding that adequate assurance of future performance does not mean absolute assurance 18 that debtor will thrive and profit). Specifically, adequate assurance may be given by 19 demonstrating the assignee’s financial health and experience in managing the type of enterprise o20 property assigned. See In re Bygaph, Inc., 56 B.R. 596, 605-06 (Bankr. S.D.N.Y. 1986) (holding 21 that adequate assurance of future performance is given where the assignee of lease has financial 22 resources and is willing to devote sufficient funding to the business to ensure its success). 23 As set forth above and in the Bid Procedures, the Stalking Horse Bidder must provide 24 evidence supporting its ability to comply with the requirements of adequate assurance of future 25 performance under section 365(f)(2)(B) and, if applicable, section 365(b)(3) of the Bankruptcy 26 Code, and the Debtors shall serve notice of such information on the applicable parties. Therefore,27 the Debtors respectfully request that the Court (i) approve the proposed assumption and 28 assignment of the Purchased Contracts, and (ii) find that all anti-assignment provisions of such

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1 contracts to be unenforceable under section 365(f) of the Bankruptcy Code.17 2 D. A Finding that Any Stamp Tax or Other Similar Tax Is Not Due in Connection with 3 the Sale Is Appropriate 4 Section 1146(a) of the Bankruptcy Code states, “The issuance, transfer, or exchange of a 5 security, or the making or delivery of an instrument of transfer under a plan confirmed under 6 section 1129 or 1191 of this title, may not be taxed under any law imposing a stamp tax or similar7 tax.” 11 U.S.C. § 1146(a). In Florida Department of Revenue v. Piccadilly Cafeterias, Inc., the 8 United States Supreme Court held that a stamp-tax exemption applies only to transfers made unde9 a chapter 11 plan that has been confirmed – and not transfers of assets before confirmation of a 10 chapter 11 plan. See Fla. Dep't of Revenue v. Piccadilly Cafeterias, Inc., 554 U.S. 33, 52-53 11 (2008). Upholding the Fourth Circuit’s view of section 1146(a), the Picadilly Court quoted the 12 Fourth Circuit’s statement, “If a debtor is able to develop a Chapter 11 reorganization and obtain 13 confirmation, then the debtor is to be afforded relief from certain taxation to facilitate the 14 implementation of the reorganization plan. Before a debtor reaches this point, however, the state 15 and local tax systems may not be subjected to federal interference.” Id. at 52 (citing In re NVR, 16 LP, 189 F.3d 442, 458 (4th Cir. 1999). However, courts applying Piccadilly have held that asset 17 sales, whether approved before or after the confirmation of a chapter 11 plan, benefit from the tax18 exception set forth in section 1146 of the Bankruptcy Code if the sales transactions are 19 contemplated by the confirmed chapter 11 plan and do not close until after confirmation of the 20 chapter 11 plan. See In re New 118th, Inc., 398 B.R. 791, 793 (Bankr. S.D.N.Y. 2009); but see In21 re T.H. Properties, LP, 509 B.R. 490, 496 (Bankr. E.D. Pa. 2013) (“There is no indication in the 22 plan or supporting documents that the ultimate transfers of the developed real estate on a tax free 23 basis was a condition precedent to confirmation.”). 24 Here, the proposed Sale is to further the confirmed Plan as the Debtors disclosed in its 25 17 Section 365(f)(1) provides that “notwithstanding a provision in an executory contract or unexpired lease of the 26 debtor, or in applicable law, that prohibits, restricts, or conditions the assignment of such contract or lease, the trusteemay assign such contract or lease . . . .” 11 U.S.C. § 365(f)(1). Section 365(f)(3) further provides that “notwithstanding a provision in an executory contract or unexpired lease of the debtor, or in applicable law that 27 terminates or modifies, or permits a party other than the debtor to terminate or modify, such contract or lease or a rigor obligation under such contract or lease on account of an assignment of such contract or lease, such contract, lease, 28 right, or obligation may not be terminated or modified under such provision because of the assumption or assignment

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1 Disclosure Statement and Plan that the Debtors intend to implement the Plan by “sell[ing], 2 monetiz[ing], transfer[ing], assign[ing], distribut[ing], abandon[ing], or otherwise dispos[ing] of 3 the PFI Trust Assets and Opco Assets” which assets include, but are not limited to, real property 4 including the Property. See Plan at Sections 4.1, and 4.3.5(g). While the Debtors had not entered5 into the Stalking Horse APA when they confirmed the Plan, the Sale of the Debtors’ assets, in 6 whole or in part, was always contemplated as the primary means of implementing and 7 consummating the Plan. Indeed, the confirmed Plan is not yet effective, in part, because the 8 Debtors seek to sell the Property as set forth in this Motion. Throughout these cases and by way 9 of the proposed Sale, the Debtors’ primary goal always has been to maximize the value of their 10 assets for the benefit of creditors. The proposed Sale of the Property is to further this very goal as11 set forth in the Plan. Further, as the Plan already has been confirmed and Court approval of, and 12 the closing of, the Sale both will occur after confirmation of the Plan, the Debtors believe it is 13 appropriate to exempt the Sale from any tax under any law imposing a stamp or other similar tax 14 under section 1146(a) of the Bankruptcy Code. Such exemption will further motivate Qualified 15 Bidders to bid on the Property at the Auction and ensures that the proceeds of the Sale, subject to 16 overbid and Court approval, will be maximized to benefit creditors. 17 E. Relief from the Waiting Periods Under Bankruptcy Rule 6004(h) Is Appropriate 18 Bankruptcy Rule 6004(h) provides that an “order authorizing the use, sale, or lease of 19 property . . . is stayed until the expiration of fourteen (14) days after entry of the order, unless the 20 court orders otherwise.” The Debtors request that the Sale Order be effective immediately by 21 providing that the fourteen (14)-day stay under Bankruptcy Rule 6004(h) is waived if either 1) no 22 timely objections are filed to the Sale Motion or 2) all timely objections to the Sale Motion are 23 resolved prior to or at the Sale Hearing. 24 VI. CONCLUSION 25 For the foregoing reasons, the Debtors request this Court enter an order, in the form 26 attached hereto as Exhibit A: (1) approving of (a) the successful bid after completion of the 27 bidding and auction process, (b) the Sale of the Property outside of the Debtors’ ordinary course o28 business, free and clear of Interests under section 363(f) of the Bankruptcy Code, (c) the

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1 assumption and assignment of the Purchased Contracts and Leases under the Assumption 2 Procedures, (2) establishing certain Cure Amounts, and (3) finding that (a) the Successful Bidder 3 has been acting in “good faith” within the meaning of section 363(m) of the Bankruptcy Code, (b)4 no conduct exists that would permit the Sale Order to be avoided under section 363(n) of the 5 Bankruptcy Code, (c) the Sale is to further the confirmed Plan and therefore not subject to any tax6 under any law imposing a stamp or other similar tax under section 1146(a) of the Bankruptcy 7 Code, and (d) service of this Motion as set forth above constitutes due and adequate notice under 8 the Bankruptcy Rules and the Bankruptcy Local Rules; and (4) waiving the stay provisions of 9 Bankruptcy Rules 6004(h) and 6006(d); and (5) granting such other and further relief that the 10 Court deems just and proper. 11 12 Dated: August 17, 2021 13 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 14 By /s/ J. Barrett Marum 15 ORI KATZ 16 J. BARRETT MARUM JEANNIE KIM 17 MATT KLINGER 18 Counsel for the Debtors 19 Dated: August 17, 2021 20 21 TRODELLA & LAPPING LLP 22 By /s/ Richard A. Lapping 23 RICHARD A. LAPPING 24 Conflicts Counsel for the Debtors 25 26 27 28

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1 Exhibit A 2 Proposed Sale Order 3 In re Case No. 20-30604 4 (Jointly Administered) PROFESSIONAL FINANCIAL Chapter 11 5 INVESTORS, INC., et al., [PROPOSED] ORDER (A) APPROVING 6 Debtors. DEBTORS’ SALE OF REAL AND PERSONAL PROPERTY, (B) 7 APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN LEASES 8 AND EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (C) 9 GRANTING RELATED RELIEF 10 Date: September 15, 2021 Time: 10:00 a.m. 11 Place: Telephonic/Video Appearances Only 12 450 Golden Gate Avenue, 16th Floor Courtroom 19 13 San Francisco, CA 94102 Judge: Hon. Hannah L. Blumenstiel 14 15 16 This matter came before the Court on the Motion for Sale of Real and Personal Property, 17 Approving the Assumption and Assignment of Certain Leases and Executory Contracts and 18 Unexpired Leases and Granting Related Relief (“Motion”) filed by Professional Financial 19 Investors, Inc. (“PFI”), Professional Investors Security Fund, Inc. (“PISF”), the affiliated debtors 20 in the above-captioned jointly administered chapter 11 case (“Affiliated Debtors”), and 21 Professional Investors 28, LLC (“LLC 28”) and PFI Glenwood, LLC (“PFI Glenwood,” and 22 together with PFI, PISF, Affiliated Debtors, 28 LLC, referred to individually as a “Seller” or 23 “Debtor”, and collectively as “Sellers” or “Debtors”) for an order under sections 105, 363, 365, 24 and 1146 of title 11 of the United States Code (11 U.S.C. §§ 101 et seq., the “Bankruptcy Code”) 25 (a) approving that certain Purchase Agreement and Escrow Instructions by and between Hamilton26 Zanze & Company, or its assignee (“Hamilton Zanze”), and the Sellers dated as of June 16, 2021 27 (as amended by that First Amendment to Purchase Agreement and Escrow Instructions dated 28 August 11, 2021, the “Purchase Agreement”), a copy of which is annexed hereto as Exhibit A; (b)

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1 authorizing the sale of the Property1 free and clear of all liens, claims and encumbrances; (c) 2 authorizing the assumption and assignment of the Purchased Contracts and Leases; and (d) 3 establishing certain cure amounts. All timely objections to the Motion (the “Objections”) having 4 either been resolved or overruled; and the Court having heard the statements of counsel and the 5 evidence presented in support of the relief requested by the Debtors in the Motion at a hearing 6 before the Court on September 15, 2021 (the “Hearing”); and it appearing that the Court has 7 jurisdiction over this matter; and it further appearing that the legal and factual bases set forth in th8 Motion and at the Hearing establish just cause for the relief granted in this order; and it further 9 appearing that the relief requested in the Motion is in the best interests of the Debtors, their 10 creditors, and all other parties in interest in the Debtors’ chapter 11 cases; 11 THE COURT HEREBY FINDS AND DETERMINES THAT: 12 A. The findings and conclusions set forth in this order constitute the Court’s findings 13 of fact and conclusions of law under Fed. R. Bankr. P. 7052, made applicable to this proceeding 14 under Fed. R. Bankr. P. 9014. 15 B. To the extent any of the following findings of fact constitute conclusions of law, 16 they are adopted as such. To the extent any of the following conclusions of law constitute 17 findings of fact, they are adopted as such. 18 C. The Court has jurisdiction over the Motion and the transactions contemplated by 19 the Purchase Agreement under 28 U.S.C. §§ 157 and 1334, and this matter is a core proceeding 20 under 28 U.S.C. § 157(b)(2)(A) and (N). Venue of these cases and the Motion in this district is 21 proper under 28 U.S.C. §§ 1408 and 1409. 22 D. The statutory predicates for the relief sought in the Motion are sections 105(a), 36323 365, 1142(b), and 1146(a) of the Bankruptcy Code as supplemented by Rules 2002, 6004, and 24 6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). 25 E. As evidenced by the declarations of service previously filed with the Court, an26 based on the representations of counsel at the Hearing, (i) proper, timely, adequate, and sufficie27 28 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase

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1 notice of the Motion, the Hearing, the Sale (as defined in this order), and the assumption an2 assignment of the Purchased Contracts and Leases under the Assumption Procedures has bee3 provided under Bankruptcy Rules 2002(a), 6004(a) and 6006(c) and in compliance with the Court’4 order entered on or about July 15, 2021 as Docket Number 768 (the “Bid Procedures Order”5 establishing bidding procedures for the auction (the “Auction”) of the Property, (ii) such notice wa6 good and sufficient, and appropriate under the particular circumstances, and reasonably calculate7 to reach and apprise all holders of Interests (as defined below) about the Sale, the Auction and th8 Bid Procedures, the Sale, and the assumption of the Purchased Contracts and Leases and (iii) n9 other or further notice of the Motion, the Hearing, the Sale, or the assumption and assignment of th10 Purchased Contracts and Leases is or shall be required. 11 F. As demonstrated by (i) evidence proffered or adduced at the Hearing, and (ii) th12 representation of counsel made on the record at the Hearing, the Debtors have marketed the Propert13 and conducted the sale process in compliance with the Bid Procedures Order, the Auction was dul14 noticed, and a reasonable opportunity has been given to any interested party to make a higher an15 better offer for the Property and the Purchased Contracts and Leases. 16 G. Andrew Hinkelman, Chief Restructuring Officer of PFI, on behalf of each Debto17 (i) has full corporate power and authority to execute the Purchase Agreement and all othe18 documents contemplated thereby, (ii) has all of the corporate power and authority necessary t19 authorize and consummate the transactions contemplated by the Purchase Agreement, (iii) has take20 all corporate action necessary to authorize and approve the Purchase Agreement and th21 consummation by the Debtors of the transactions contemplated thereby, and (iv) no consents 22 approvals, other than those expressly provided for in the Purchase Agreement, are required for th23 Debtors to consummate such transactions. 24 H. Approval of the Purchase Agreement and consummation of the transaction25 contemplated thereby (the “Sale”) at this time is in the best interests of the Debtors, their creditor26 their estates, and other parties in interest. 27 I. The Debtors have demonstrated compelling circumstances and a good, sufficient an28 sound business purpose and justification for the Sale of the Property after confirmation of, and a

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1 an integral part of, the Second Amended Joint Chapter 11 Plan of Professional Financial Investor2 Inc. and Its Affiliated Debtors2 (the “Plan”) but before the Plan’s effective date. 3 J. The Purchase Agreement was negotiated, proposed and entered into by the Debtor4 and Hamilton Zanze without collusion, in good faith, and from arm’s length bargaining position5 Neither the Debtors, Hamilton Zanze, nor any of their respective affiliates, officers, director6 members, partners, principals, or shareholders (or equivalent) has engaged in any conduct th7 would cause or permit the Agreement to be avoided or costs or damages imposed under sectio8 363(n) of the Bankruptcy Code. 9 K. Hamilton Zanze is not an “insider” of any of the Debtors, as that term is defined i10 section 101 of the Bankruptcy Code. 11 L. As demonstrated by (i) evidence submitted by declaration, proffered or adduced 12 the Hearing, and (ii) the representation of counsel made on the record at the Hearing, Hamilto13 Zanze proceeded in good faith in all respects in connection with these chapter 11 cases in that: (114 Hamilton Zanze recognized that the Debtors were free to deal with any other party interested i15 acquiring the Property; (2) Hamilton Zanze complied with the provisions of the Bid Procedure16 Order; (3) Hamilton Zanze’s bid was subject to the competitive bid procedures set forth in the Bi17 Procedures Order; (4) all payments to be made by Hamilton Zanze and other agreements 18 arrangements entered into by the Hamilton Zanze in connection with the Sale have been disclose19 and (5) the negotiation and execution of the Purchase Agreement, including the Sale contemplate20 thereby, were at arms’-length and in good faith. There was no evidence of insider influence o21 improper conduct by Hamilton Zanze or any of its affiliates in connection with the negotiation 22 the Purchase Agreement with the Debtors, conducting its due diligence and the Auction/Sal23 process. Accordingly, Hamilton Zanze is a good faith purchaser under section 363(m) of th24 Bankruptcy Code and as such, is entitled to all of the protection afforded thereby. 25 M. The consideration provided by Hamilton Zanze under the Purchase Agreement (i) i26 27 2 See Order Finally Approving Amended Disclosure Statement and Confirming Second Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. And Its Affiliated Debtors Proposed by the Debtors and Official 28 Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT

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1 fair and reasonable, (ii) is the highest and best offer for the Property, (iii) will provide a greate2 recovery to the Debtors’ estates than would be provided by any other available alternative, and (i3 constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and und4 the laws of the United States, any state, territory, possession, or the District of Columbia, (includin5 the Uniform Voidable Transactions Act, the Uniform Fraudulent Transfer Act, the Unifor6 Fraudulent Conveyance Act and similar laws). 7 N. There are good and sound business reasons for waiving the stay otherwise impose8 by Bankruptcy Rules 6004(h) and 6006(d), including that the Sale must be approved an9 consummated promptly to preserve the value of the Property and relieve the Debtors of on-goin10 administrative expenses. 11 O. By consummating the Sale pursuant to the Purchase Agreement, Hamilton Zanze i12 not a mere continuation of any Debtor or any Debtor’s estate, and there is no continuity, no commo13 identity, and no continuity of enterprise between Hamilton Zanze and any Debtor. Hamilton Zanz14 shall not be deemed to be holding itself out as a continuation of the Debtors based on the Sale, th15 Purchase Agreement or this Order. Hamilton Zanze is not a successor to any Debtor or any Debtor’16 estate by reason of any theory of law or equity, and the Sale does not amount to a consolidatio17 merger, or de facto merger of Hamilton Zanze and the Debtors. Neither Hamilton Zanze nor any o18 its affiliates and their respective successors, assigns, members, partners, principals, and shareholder19 (or equivalent) shall assume or in any way be responsible for any obligation or liability of any Debto20 (or any affiliates thereof) or any Debtor’s estate, except to the extent expressly provided in th21 Purchase Agreement. 22 P. The transfer of the Property to Hamilton Zanze will be a legal, valid, and effectiv23 transfer of the Property and, except for the liabilities being assumed by Hamilton Zanze (as define24 in paragraph 3.4.3 of the Purchase Agreement, the “Assumed Obligations”), will vest Hamilto25 Zanze with all right, title, and interest of the Debtors to the Property free and clear of interest26 Claims (as that term is defined in the Bankruptcy Code), encumbrances, or liens, including, but n27 limited to (i) those that purport to give to any party a right or option to effect any forfeitur28 modification, right of first refusal, or termination of the Debtors’ or Hamilton Zanze’s interest i

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1 the Property, or any similar rights, (ii) those relating to taxes arising under or out of, in connectio2 with, or in any way relating to the operation of the Property before the consummation of the Sal3 (the “Closing”), (iii) Non-Investor First Priority Lender Claims and Non-investor Other Secure4 Claims, DOT Noteholder Claims, and Non-DOT Investor Claims (as each is defined under the Plan5 (iv) TIC Claims (as defined under the Plan) of TIC Owners that executed a TIC Owner Stipulatio6 under paragraph 6.1.4(a) of the Purchase Agreement or TIC Owners who have had a judgment unde7 section 363(h) of the Bankruptcy Code entered against them, and (v) (a) those Claims arising und8 all mortgages, deeds of trust, security interests, conditional sale or other title retention agreement9 pledges, liens, judgments, demands, encumbrances, rights of first refusal or charges of any kind 10 nature, if any, including, but not limited to, DOT Noteholder Claims (as defined in the Plan), an11 restriction on the use, voting, transfer, receipt of income or other exercise of any attributes 12 ownership and (b) all debts arising in any way in connection with any agreements, acts, or failure13 to act, of any of the Debtors or any of the Debtors’ predecessors, pre-petition management, 14 affiliates, Claims, objections, liabilities, demands, guaranties, options, rights, contractual or othe15 commitments, indemnities, indemnity obligations and warranties relating to any acts, omissions 16 circumstances arising before the Closing, including those constituting Excluded Liabilities (a17 defined in paragraph 3.2 of the Purchase Agreement), restrictions, interests and matters of any kin18 and nature, whether known or unknown, contingent or otherwise, whether arising before or after th19 commencement of these bankruptcy cases, and whether imposed by agreement, understanding, la20 equity or otherwise, including but not limited to Claims otherwise arising under doctrines o21 successor liability or any Claims or Interests related to the Excluded Assets (as defined in Sectio22 1.1.5 of the Purchase Agreement) or the Excluded Liabilities (collectively, the “Interests”). 23 Q. Hamilton Zanze would not have entered into the Purchase Agreement and would n24 have consummated the transactions contemplated thereby, thus adversely affecting the Debtor25 their estates, and their creditors, if the sale of the Property to Hamilton Zanze, the assignment of th26 Purchased Contracts and Leases to Hamilton Zanze, and the assumption of the Assumed Obligation27 by Hamilton Zanze were not, except as otherwise provided for in the Purchase Agreement, free an28 clear of all Interests of any kind or nature whatsoever, or if Hamilton Zanze would, or in the futur

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1 could, be liable for any of the Interests including, but not limited to (i) any employment or lab2 agreements; (ii) any pension, welfare, compensation, or other employee benefit plans, agreement3 practices, and programs, including, without limitation, any pension plan of the Debtors; (iii) an4 other employee, worker’s compensation, occupational disease, or unemployment or temporar5 disability related Claim, including without limitation Claims that might otherwise arise under o6 under (a) the Employee Retirement, Income, Security Act of 1974, as amended, (b) the Fair Labo7 Standards Act, (c) Title VII of the Civil Rights Act of 1964, (d) the National Labor Relations Ac8 (e) the Worker Adjustment and Retraining Act of 1988, (f) the Age Discrimination and Employe9 Act of 1967, as amended, (g) the Americans with Disabilities Act of 1990, or (h) the Feder10 Rehabilitation Act of 1973, (i) the Multiemployer Pension Plan Amendments Act of 1980, (j) th11 Consolidated Omnibus Budget Reconciliation Act of 1985; (k) any applicable state or local laws o12 regulations similar to the foregoing laws in clauses (a)-(j); (iv) environmental Claims or Lien13 arising from conditions first existing on or before the Closing (including, without limitation, th14 presence of hazardous, toxic, polluting, or contaminating substances or waste) that may be asserte15 on any basis, including, without limitation, under the Comprehensive Environmental Respons16 Compensation, and Liability Act, 42 U.S.C. § 9601 et seq. or similar state statute; (v) any bulk sale17 or similar law; (vi) any tax statutes or ordinances, including, without limitation, the Internal Revenu18 Code of 1986, as amended, (vii) any antitrust laws, and (viii) any common law doctrine of de fact19 merger or successor or transferee liability, successor-in-interest liability theory or any other theor20 of or related to successor liability, now existing or hereafter arising, whether asserted or unasserte21 fixed or contingent, liquidated or unliquidated with respect to the Debtors or any obligations of th22 Debtors arising prior to the Closing. 23 R. The Debtors may sell the Property free and clear of all Interests of any kind or natur24 whatsoever because, in each case, one or more of the standards set forth in section 363(f)(1)-(5) o25 the Bankruptcy Code has been satisfied. Those (i) holders of Interest and (ii) non-Debtor parties t26 Purchased Contracts and Leases who did not object, or who withdrew their objections, to the Sal27 or the Motion are deemed to have consented under section 363(f)(2) of the Bankruptcy Code. Thos28 (i) holders of Interests and (ii) non-Debtor parties to Purchased Contracts and Leases who did n

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1 object also fall within one or more of the other subsections of section 363(f) of the Bankruptcy Cod2 and are adequately protected by having their Interests, if any, attach to the cash proceeds of the Sal3 ultimately attributable to the property against or in which they claim an Interest. 4 S. The Sale is after confirmation of the Debtors’ Plan and a prerequisite to the Debtors5 ability to consummate the Plan and is made in contemplation of consummation of such Pla6 Accordingly, the Sale is a transfer under section 1146(a) of the Bankruptcy Code, which shall n7 be taxed under any law imposing a stamp, transfer, or any other similar tax. 8 T. The Debtors have demonstrated that it is an exercise of their sound business judgme9 to assume and assign the Purchased Contracts and Leases to Hamilton Zanze in connection with th10 consummation of the Sale, and the assumption and assignment of the Purchased Contracts an11 Leases, subject to the limitations described in Paragraphs P and Q of this Order, is in the be12 interests of the Debtors, their estates, and their creditors. The Purchased Contracts and Leases bein13 assigned to, and the liabilities being assumed by, Hamilton Zanze are an integral part of the Propert14 being purchased by Hamilton Zanze and, accordingly, such assumption and assignment of th15 Purchased Contracts and Leases and Assumed Obligations are reasonable and enhance the value o16 the Debtors’ estates. 17 U. Hamilton Zanze, at Closing will cure or has provided adequate assurance of cure of an18 default existing before the date hereof under any of the Purchased Contracts and Leases, within th19 meaning of section 365(b)(1)(A) of the Bankruptcy Code, and Hamilton Zanze has provide20 adequate assurance of future performance under the Purchased Contracts and Leases, within th21 meaning of section 365(b)(1)(C) of the Bankruptcy Code. 22 NOW THEREFORE, THE COURT HEREBY ORDERS, ADJUDGES, AND 23 DECREES AS FOLLOWS: 24 General Provisions 25 1. The Motion is granted, as further described in this Order. 26 2. The Objections to the Motion or the relief requested by the Motion that have not 27 been withdrawn, waived, or settled, and all reservations of rights included in such Objections, are 28 overruled on the merits, [with the exception of certain Objections to cure amounts identified on th

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1 record of the Hearing which, if still unresolved, will be the subject of a further hearing to be 2 scheduled.] All persons and entities notified or deemed notified of the relief sought in the Motion3 a that failed to timely object thereto are deemed to consent to such relief. 4 Approval of the Purchase Agreement 5 3. The Purchase Agreement and documents ancillary thereto, and all of the terms and6 conditions thereof, and the Sale and related transactions contemplated thereby, are hereby 7 approved. 8 4. Under sections 363(b) and 365 of the Bankruptcy Code, the Debtors are authorized9 to perform their obligations under and comply with the terms of the Purchase Agreement, and 10 consummate the Sale, under the terms and conditions of the Purchase Agreement. 11 5. Andrew Hinkelman, Chief Restructuring Officer of PFI, on behalf of each Debtor, 12 is authorized and directed to execute and deliver, and empowered to perform under, consummate 13 and implement the Purchase Agreement, together with all additional instruments and documents 14 that the Debtors or Hamilton Zanze deem necessary or appropriate to implement the Purchase 15 Agreement and effectuate the Sale and to take all further actions as may be reasonably requested 16 by Hamilton Zanze for the purpose of assigning, transferring, granting, conveying and conferring 17 to Hamilton Zanze or reducing to possession, the Property, or as may be necessary or appropriate 18 to the performance of the obligations as contemplated by the Purchase Agreement. 19 6. This Order and the Purchase Agreement shall be binding in all respects upon all 20 creditors, claimants of, and holder of equity interests in any Debtor and their successors and 21 assigns (whether known or unknown), TIC Owners, any holders of Interests, all non-Debtor 22 parties to the Purchased Contracts and Leases, all successors and assigns of Hamilton Zanze, the 23 Debtors and their affiliates and subsidiaries, the Property, and the PFI Trustee, the PFI Trust 24 Beneficiaries, and PFI Trust (as each is defined in the Plan). Nothing contained in the Plan shall 25 conflict with or derogate from the provisions of the Purchase Agreement or this Order. This Orde26 shall survive any dismissal or conversion of any of these chapter 11 cases or any dismissal of any 27 subsequent chapter 7 cases. 28 Transfer of Assets

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1 7. Except for the Assumed Liabilities, under sections 105(a) and 363(f) of the 2 Bankruptcy Code, the Property shall be transferred to Hamilton Zanze, and upon the Closing shal3 be, free and clear of all Interests of any kind or nature whatsoever (including, but not limited to, 4 those described in paragraphs P and Q of this Order), and all such Interests of any kind or nature 5 whatsoever shall attach to the net proceeds of the Sale in the order of their priority, with the same 6 validity, force, and effect which they now have as against the Property, subject to any claims and 7 defenses the Debtors may possess with respect thereto. 8 8. Except as expressly permitted or otherwise specifically provided by the Purchase 9 Agreement or this Order, all persons and entities, including, but not limited to, all holders of Non-10 Investor First-Priority Lender Claims (as defined in the Plan), all holders of Non-Investor Other 11 Secured Claims (as defined in the Plan), all holders of DOT Noteholder Claims (as defined in the 12 Plan, all other debt security holders, equity security holders, governmental, tax, and regulatory 13 authorities, lenders, tort claimants, trade and other creditors, holding interests of any kind or natur14 whatsoever against or in any of the Debtors, the Excluded Assets, Excluded Liabilities or the 15 Property (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or 16 non-contingent, senior or subordinated), arising under or out of, in connection with, or in any way17 relating to, the Debtors, the Excluded Assets, the Excluded Liabilities, the Property, the operation18 of the Property before the Closing, or the Sale, are forever barred, estopped, and permanently 19 enjoined from asserting against Hamilton Zanze, its successors or assigns, its property, or the 20 Property, such persons’ or entities’ Interests. 21 9. The transfer of the Property to Hamilton Zanze under the Purchase Agreement 22 constitutes a legal, valid, and effective transfer of the Property, and shall vest Hamilton Zanze wit23 all right, title, and interest of the Debtors and the TIC Owners that execute a TIC Owner 24 Stipulation under paragraph 6.1.4(a) of the Purchase Agreement or TIC Owners who have a 25 judgment under section 363(h) of the Bankruptcy Code entered against them (other than with 26 respect to Excluded Unsigned Property (as defined in the Purchase Agreement), if any) in and to 27 the Property free and clear of all Interests of any kind or nature whatsoever (including those 28 arising out of or related to the Excluded Assets and the Excluded Liabilities) other than the

36

1 Assumed Liabilities. 2 11. If any person or entity that has filed financing statements, mortgages, mechanic’s 3 liens, lis pendens, or other documents or agreements evidencing Interests in the Debtors or the 4 Property shall not have delivered to the Debtors before the Closing, in proper form for filing and 5 executed by the appropriate parties, termination statements, instruments of satisfaction, releases o6 all Interests which the person or entity has with respect to the Debtors or the Property or 7 otherwise, then (a) the Debtors are hereby authorized and directed to execute and file such 8 statements, instruments, releases and other documents on behalf of the person or entity with 9 respect to the Debtors or the Property and (b) Hamilton Zanze is hereby authorized to file, registe10 or otherwise record a certified copy of this Order, which shall constitute conclusive evidence of 11 the release of all Interests in the Debtors or the Property of any kind or nature whatsoever. 12 12. On the Closing of the Sale, each of the Debtors’ creditors and any other holder of 13 an Interest is authorized and directed to execute such documents and take all other actions as may14 be necessary to document the release its Interests in the Property, if any, as such Interests may 15 have been recorded or may otherwise exist. 16 13. The Debtors are authorized and shall pay the secured claims of the holders of the 17 Non-Investor First-Priority Lender Claims and Non-Investor Other Secured Claims (as each is 18 defined in the Plan) in full in cash out of the proceeds of the Sale on the Closing Date or thereafte19 if agreed to by any such holder of a Non-Investor First-Priority Lender Claim and a Non-Investor 20 Other Secured Claim. 21 Assumption and Assignment of Purchased Contracts and Leases 22 14. Under section 365 of the Bankruptcy Code and subject to and conditioned upon th23 Closing the Sale, the Debtors’ assumption and assignment to Hamilton Zanze of the Purchased 24 Contracts and Leases, and Hamilton Zanze’s assumption of such contracts on the terms set forth i25 the Purchase Agreement and including the limitations described in Paragraphs P, O and T of this 26 Order, is hereby approved, and the requirements of section 365(b)(1) of the Bankruptcy Code wit27 respect thereto are hereby deemed satisfied. 28 15. The Debtors are hereby authorized and directed under sections 105(a) and 365 of

37

1 the Bankruptcy Code to (a) assume and assign to Hamilton Zanze, effective upon the Closing of 2 the Sale, the Purchased Contracts and Leases free and clear of all Interests of any kind or nature 3 whatsoever other than the Assumed Liabilities and subject to the limitations described in 4 Paragraphs P, O and T of this Order, and (b) execute and deliver to Hamilton Zanze such 5 documents or other instruments as Hamilton Zanze deems may be necessary to assign and transfe6 the Purchased Contracts and Leases and Assumed Liabilities to Hamilton Zanze. 7 16. All defaults or other obligations of the Debtors under the Purchased Contracts and 8 Leases arising or accruing before the Closing (without giving effect to any acceleration clauses or9 any default provisions of the kind specified in section 365(b)(2) of the Bankruptcy Code) shall be 10 cured by Hamilton Zanze at the Closing or as soon thereafter as practicable by payment of the 11 Cure Amounts. The schedule attached as Exhibit B to this Order,3 reflects the sole amounts 12 necessary under section 365(b) of the Bankruptcy Code to cure all monetary defaults under the 13 Purchased Contracts and Leases (collectively, the “Cure Amounts”), and no other amounts are or 14 shall be due to the non-Debtor parties in connection with the assumption by the Debtors and the 15 assignment to Hamilton Zanze of the Purchased Contracts and Leases. Notwithstanding the 16 foregoing, to the extent Objections to the Cure Amounts are not resolved consensually, the 17 Debtors will schedule a hearing to consider such objections after the Hearing and, pending 18 resolution of such Objections, shall establish a post-Closing escrow in an amount equal to the 19 differential between the cure amounts alleged in the Objections to the Cure Amounts and the 20 respective Cure Amounts set forth in the Assumption Notice. If one or more agreements is added21 to or deleted from Exhibit B on or before the Closing, the Debtors will serve a notice of the 22 amended Exhibit B on the non-Debtor parties to such contract or lease. To the extent such non-23 Debtor parties are added Exhibit B, such non-Debtor parties shall have thirteen (13) days 24 thereafter to object to the Cure Amount, unless such period is shortened by the Court. 25 17. Each non-Debtor party to a Purchased Contract hereby is forever barred, estopped,26 and permanently enjoined from (i) asserting against the Debtors or Hamilton Zanze, or the 27 28 3 Following service of the Assumption Notice, the Debtors received, among others, objections from [various parties

38

1 property of any of them, any default or Claim arising out of any indemnity obligation or 2 warranties for acts or occurrences arising before or existing as of the Closing, included those 3 constituting Excluded Liabilities, or, against Hamilton Zanze, any counterclaim, defense, setoff or4 any other Claim asserted or assertable against the Debtors; and (ii) imposing or charging against 5 Hamilton Zanze or its affiliates any rent accelerations, assignment fees, increases or any other fee6 because of the Debtors’ assumption and assignments to Hamilton Zanze of the Purchased 7 Contracts and Leases. The validity of such assumption and assignments of the Purchased 8 Contracts and Leases shall not be affected by any dispute between the Debtors and any non-9 Debtor party to a Purchased Contract relating to such contract’s respective Cure Amount. 10 18. The failure of the Debtors or Hamilton Zanze to enforce at any time one or more 11 terms or conditions of any Purchased Contracts and Leases shall not be a waiver of such terms or 12 conditions, or of the Debtors’ and Hamilton Zanze’s rights to enforce every term and condition of13 the Purchased Contracts and Leases. 14 Additional Provisions 15 19. The consideration provided by Hamilton Zanze for the Property under the Purchas16 Agreement is deemed to constitute reasonably equivalent value and fair consideration under the 17 Bankruptcy Code and under the laws of the United States, any state, territory, possession, or the 18 District of Columbia (including the Uniform Voidable Transactions Act, the Uniform Fraudulent 19 Transfer Act, the Uniform Fraudulent Conveyance Act and similar laws). 20 20. The consideration provided by Hamilton Zanze for the Property under the Purchas21 Agreement is fair and reasonable and the Sale may not be avoided under section 363(n) of the 22 Bankruptcy Code. 23 21. This Order (a) shall be effective as a determination that, except for the Assumed 24 Liabilities, at Closing, all Interests of any kind or nature whatsoever existing as to the Debtors an25 the Property before the Closing have been unconditionally released, discharged and terminated, 26 and that the conveyances described in this Order have been effected, and (b) shall be binding upo27 and shall govern the acts of all entities including without limitation, all filing agents, filing 28 officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of

39

1 deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and 2 local officials, and all other persons and entities who may be required by law, the duties of their 3 office, or contract, to accept, file, register or otherwise record or release any documents or 4 instruments, or who may be required to report or insure any title or state of title in or to any of the5 Property. 6 22. Each and every federal, state, and local governmental agency or department is 7 hereby directed to accept any and all documents, instruments, and permits necessary and 8 appropriate to consummate the transactions contemplated by the Agreement. 9 23. Except as otherwise expressly provided in the Purchase Agreement, Hamilton 10 Zanze shall have no obligation to pay wages, bonuses, severance pay, benefits (including, without11 limitation, contributions or payments because of any under-funding with respect to any and all 12 pension plans) or any other payment with respect to employees or former employees of the 13 Debtors. Except as otherwise expressly provided in the Purchase Agreement, Hamilton Zanze 14 shall have no liability with respect to any collective bargaining agreement, employee pension plan15 employee welfare or retention, benefit and/or incentive plan to which any Debtor is a party and 16 relating to the Property (including, without limitation, arising from or related to the rejection or 17 other termination of any such agreement), and Hamilton Zanze shall in no way be deemed a party18 to or assignee of any such agreement, and no employee of Hamilton Zanze shall be deemed in an19 way covered by or a party to any such agreement, and except for Assumed Liabilities, all parties t20 any such agreement are hereby enjoined from asserting against Hamilton Zanze any and all Claim21 or Interests arising from or relating to such agreement. All notices, if any, required to be given t22 the Debtors’ employees under the Workers Adjustment and Relocation Adjustment Act, or any 23 similar federal or state law, shall be the sole responsibility and obligation of the Debtors, and, 24 notwithstanding anything set forth in this Order, Hamilton Zanze shall have no duties, 25 responsibility, or liability therefore. 26 24. All entities who are in possession of some or all of the Property on the Closing are 27 hereby directed to surrender possession of the Property to Hamilton Zanze at Closing. 28 25. Except for the Assumed Liabilities or as expressly permitted or otherwise

40

1 specifically provided for in the Purchase Agreement or this Order, Hamilton Zanze shall have no 2 liability or responsibility for any liability or other obligation of the Debtors arising under or relate3 to the Property other than for the Assumed Liabilities, and shall have no obligations arising out of4 or related to the Excluded Assets or Excluded Liabilities. Without limiting the generality of the 5 foregoing, and except as otherwise specifically provided herein and in the Purchase Agreement, 6 Hamilton Zanze shall not be liable for any Claims or Interests in or against the Debtors or any of 7 their predecessors or affiliates, and Hamilton Zanze shall have no successor or vicarious liabilities8 of any kind or character including, but not limited to, any theory of antitrust, environmental, 9 successor or transferee liability, labor law, de facto merger, or substantial continuity, whether 10 known or unknown as of the Closing, now existing or hereafter arising, whether fixed or 11 contingent, with respect to the Debtors or any obligations of the Debtors arising before the 12 Closing, including, but not limited to, liabilities because of any Taxes arising, on account of the 13 nefarious acts of the Debtors’ prior management, accruing, or payable under, out of, in connectio14 with, or in any way relating to the operation of the Property before the Closing or the Excluded 15 Assets and Excluded Liabilities before or after the Closing. Hamilton Zanze has given substantial16 consideration under the Purchase Agreement for the benefit of holders of Interests. The 17 consideration given by Hamilton Zanze shall constitute valid and valuable consideration for the 18 releases of any potential Claims of successor liability of Hamilton Zanze, releases which the Cour19 holds shall be deemed to have been given in favor of Hamilton Zanze by all holders of Interests 20 against the Debtors or their respective assets. 21 27. Under no circumstances shall Hamilton Zanze be deemed a successor of or to the 22 Debtors for any Interest against or in the Debtors, the Property, the Excluded Assets or the 23 Excluded Liabilities of any kind or nature whatsoever. Except for the Assumed Liabilities, the 24 sale, transfer, assignment and delivery of the Property shall not be subject to any Interests, and 25 Interests of any kind or nature whatsoever shall remain with, and continue to be obligations of, th26 Debtors. Except for the Assumed Liabilities, all persons holding Interests against or in the 27 Debtors, the Property, the Excluded Assets or the Excluded Liabilities of any kind or nature 28 whatsoever (including but not limited to, the Sellers and/or their respective successors, including

41

1 any trustees thereof, creditors, employees, unions, former employees and shareholders, 2 administrative agencies, governmental units, secretaries of state, federal, state and local officials, 3 maintaining any authority relating to any environmental, health and safety laws, and their 4 respective successors or assigns) shall be, and hereby are, forever barred, estopped, and 5 permanently enjoined from asserting, prosecuting, or otherwise pursuing such Interests of any 6 kind or nature whatsoever against Hamilton Zanze, its property, its successors and assigns, or the 7 Property, as an alleged successor or otherwise, with respect to any Interest of any kind or nature 8 whatsoever such person or entity had, has, or may have against or in the Debtors, the Debtors’ 9 estates, their respective officers, directors, shareholders, the Property, the Excluded Assets or the 10 Excluded Liabilities. Following the Closing, no holder of an Interest in the Debtors shall interfer11 with Hamilton Zanze’s title to or use and enjoyment of the Property based on or related to such 12 Interest, or any actions that the Debtors may take in their Chapter 11 cases. 13 28. This Court retains jurisdiction to enforce and implement the terms and provisions 14 of this Order, the Purchase Agreement, all amendments thereto, any waivers and consents 15 thereunder, and of each of the agreements executed in connection therewith in all respects, 16 including, but not limited to, retaining jurisdiction to (a) compel delivery of the Property to 17 Hamilton Zanze, (b) compel delivery of the purchase price or performance of other obligations 18 owed by or to the Debtors, (c) resolve any disputes arising under or related to the Purchase 19 Agreement, except as otherwise provided therein, (d) interpret, implement, and enforce the 20 provisions of this Order, and (e) protect Hamilton Zanze against (i) any of the Excluded 21 Liabilities, (ii) the assertion of any Interests against the Property, of any kind or nature 22 whatsoever, or (iii) the assertion of any Claims or Interests arising out of the Excluded Assets or 23 the Excluded Liabilities. 24 29. The transactions contemplated by the Purchase Agreement are undertaken by 25 Hamilton Zanze without collusion and in good faith, as that term is used in section 363(m) of the 26 Bankruptcy Code, and accordingly, the reversal or modification on appeal of the authorization 27 provided herein to consummate the Sale shall not affect the validity of the Sale (including the 28 assumption and assignment of any of the Purchased Contracts and Leases), unless such

42

1 authorization is duly stayed pending such appeal. Hamilton Zanze is a purchaser in good faith of 2 the Property, and is entitled to all of the protections afforded by section 363(m) of the Bankruptcy3 Code. 4 30. The terms and provisions of the Purchase Agreement and this Order shall be 5 binding in all respects upon, and shall inure to the benefit of, the Debtors, their estates, and their 6 creditors, Hamilton Zanze and their respective affiliates, successors, and assigns, and any affected7 third parties including, but not limited to, all persons asserting an Interest in the Property, 8 notwithstanding the appointment of the PFI Trustee under the Plan on the effective date of the 9 Plan. 10 31. Nothing contained in the Plan or the Order of this Court confirming the Plan shall 11 conflict with or derogate from the provisions of the Purchase Agreement or the terms of this 12 Order. 13 32. The failure specifically to include any particular provisions of the Purchase 14 Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being 15 the intent of the Court that the Purchase Agreement be authorized and approved in its entirety. 16 33. The Purchase Agreement and any related agreements, documents or other 17 instruments may be modified, amended or supplemented by the parties thereto and in accordance 18 with the terms thereof, without further order of the Court, provided that any such modification, 19 amendment, or supplement does not have a material adverse effect on the Debtors’ estates. 20 34. The transfer of the Property pursuant to the Sale is a transfer under section 1146(a)21 of the Bankruptcy Code, and accordingly, shall not be taxed under any law imposing a stamp tax 22 or a sale, transfer, or any other similar tax. Each and every federal, state and local government 23 agency or department is hereby directed to accept any and all documents and instruments 24 necessary and appropriate to consummate the transfer of any of the Property, all without 25 imposition or payment of any stamp tax, transfer tax, or similar tax. 26 35. [The rights and interest of TIC Owners that are not parties to a TIC Owner 27 Stipulation and have not had a judgment under section 363(h) of the Bankruptcy Code entered 28 against them in connection with the TIC Litigation filed against them by the Debtors are hereby

43

1 preserved solely with respect to such TIC Owners’ TIC Interests until the earlier of a judgment or2 settlement of their respective TIC Litigation.] 3 35. The provisions of this Order are non-severable and mutually dependent and the 4 fourteen (14) day stay of this order provided for in Bankruptcy Rules 6004(h) and 6006(d) are 5 hereby waived. This Order is effective and enforceable immediately upon entry, and the sale of 6 the Property, including the assumption and assignment of Purchased Contracts and Leases, 7 approved by the Court may close immediately upon entry of this Order, notwithstanding any 8 otherwise applicable waiting periods. 9 ***END OF [PROPOSED] ORDER** 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

44

1 Schedule I 2 Potentially Affected Lienholders
Table 1 on page 45. Back to List of Tables
Property Name APN
Sycamore Creek Apartments
100 Sycamore Avenue
San Anselmo
APN: 006-083-38
Lincoln Villa APN: 011-041-29 Pacific Western Bank, a California state chartered6 1825 Lincoln Avenue bank San Rafael IRA Services Trust Company CFBO: Harold Adle 7 IRA618743 Roberta Anthes 8 E*TRADE ADVISORS SERVICES FBO Joseph Armel #188771 9 Peter A. Bagatelos and Anne M.H. Bagatelos Revocable Trust 10 E*TRADE ADVISORS SERVICES FBO Peter A Bagatelos #132497 11 PENSCO Trust Company LLC, CFBO Elizabeth Banning (Deceased) 12 Peter V. Banning, IRA Jill Barker 13 Luna Baron PENSCO Trust Company LLC, CFBO Pamela 14 Bates IRA Richard and Nancy Bell, as Community 15 Property Jo Ellen Bradley 16 PENSCO Trust Company LLC, CFBO Thomas E. Carlson, IRA 17 IRA Services Trust Company CFBO: Pamella Cavanna IRA470983 18 The Meg Courtney Living Trust dtd May 21, 201 Brian Donohue 19 Stanley H. Durst, Mary K. Durst, Co-Trustees, Stanley H. Durst Inc. P.S Plan 20 Barry and Deborah Fadem Rollin Scott Feld 21 Daniel Forer Barbara J. Galyen Revocable Trust dated 22 November 18, 2004 Abby R. Goldgeier/ Gilad 23 Barbara Goodman IRA Services Trust Company CFBO: Carl Hange 24 Bauer IRA581549 The Tammra Harrison Revocable Trust dated 25 October 21, 2016 Susanne R. Hayes Revocable Trust 26 PENSCO Trust Company LLC, CFBO Kathleen M. Hearn, IRA 27 Rodney and Betty Heschong PENSCO Trust Company LLC, CFBO Rodney 28 Heschong, IRA

45

Table 1 on page 46. Back to List of Tables
Property Name APN

46

Table 1 on page 47. Back to List of Tables
Property Name APN

47

Table 1 on page 48. Back to List of Tables
Property Name APN
Glenwood Apartments
1222 Irwin Street
San Rafael
APN: 014-013-03
23 24 25 26 27 28

48

Table 1 on page 49. Back to List of Tables
Property Name APN
Northgate Apartments
825 Las Gallinas Avenue
San Rafael
APN: 175-021-21

49

Table 1 on page 50. Back to List of Tables
Property Name APN

50

Table 1 on page 51. Back to List of Tables
Property Name APN

51

Table 1 on page 52. Back to List of Tables
Property Name APN

52

Table 1 on page 53. Back to List of Tables
Property Name APN

53

Table 1 on page 54. Back to List of Tables
Property Name APN

54

Table 1 on page 55. Back to List of Tables
Property Name APN

55

Table 1 on page 56. Back to List of Tables
Property Name APN

56

Table 1 on page 57. Back to List of Tables
Property Name APN

57

Table 1 on page 58. Back to List of Tables
Property Name APN
Brookside Apartments
517 B Street
San Rafael
APN: 012-157-23
Prospect Ridge
419 Prospect Drive
San Rafael
APN: 011-023-15
Woodland Apartments
390-406 Woodland Avenue
San Rafael
APN: 013-061-28
Woodland Apartments
285 Woodland Avenue
San Rafael
APN: 013-101-02
The Heights
109 Professional Center
Parkway
San Rafael
APN: 155-073-05
Rafael Gardens
1315 Lincoln Avenue
San Rafael
APN: 011-183-09
Oak Hill Apartments
216 Marin Street
San Rafael
APN: 012-151-33

58

Table 1 on page 59. Back to List of Tables
Property Name APN

59

Table 1 on page 60. Back to List of Tables
Property Name APN
Merrydale View
7 Merrydale Road
San Rafael
APN: 179-222-15
Marin Heights
19 Merrydale Road
San Rafael
APN: 179-222-17
Lincoln Redwoods
Apartments
1732 Lincoln Avenue
San Rafael
APN: 011-065-16
1 Hammondale Court
1 and 5 Hammondale Court
San Rafael
APN: 011-041-07
and
011-041-08
28

60

Table 1 on page 61. Back to List of Tables
Property Name APN
Albion Terrace Apartments
225 Nova Albion Way
San Rafael
APN: 175-021-11
107 Marin Street
107 Marin Street
San Rafael
APN: 012-172-11
Parc Marin
1441 Casa Buena Drive
Corte Madera
APN: 033-011-56
Pacheco Villa
17,30 and 33 Clay Court
Novato
APN: 160-581-09,
160-581-12 and
160-581-14
Ignacio Lane Apartments
49 Ignacio Lane
Novato
APN: 160-201-22
Ignacio Place
335 Enfrente Road
Novato
APN: 160-470-01
thru
160-470-40
Ignacio Gardens Apartments
380-450 Alameda del Prado
Novato
APN:160-281-01
and
160-281-03

61

Table 1 on page 62. Back to List of Tables
Property Name APN

62

Table 1 on page 63. Back to List of Tables
Property Name APN
28

63

Table 1 on page 64. Back to List of Tables
Property Name APN

64

Table 1 on page 65. Back to List of Tables
Property Name APN
6 Ignacio Hills Tennis & APN: 160-611-07 Robert R. Broun Garden Apartments and Trust Company of America c/f Jeanne Buckens 7 401 Ignacio Boulevard 160-611-09 #32607 Novato Jan M. Cercone 8 Teresa Clark, Trustee, Sontina Clark Rose Trust dated 12/7/99 9 Richard G. Cole Trustee of the Cole Marital Trust Cole Survivor's Trust 10 Drummond-Cole Family Trust dated 8/31/98 as amended 11 George Ebey Diane Epstein 12 Arnold Fleming and Vicki Lee Shue Stacey N. Ford 13 Christine Geiger Lily Gelb 14 C. Peter Gibb and Wendy Gibb Family Trust Jill Gilbert Trustee of the Gilbert Trust dated May 15 20, 2004 The Nancy Goddard 2010 Trust 16 Golden Gate Center for Spiritual Living Trust Company of America c/f Joan D. Green 17 #66307 PENSCO Trust Company Custodian fbo Marilyn 18 Hansen #HAlGA Kathryn Jordan Hecht and Mary Evelyn Jordan 19 Cheryl A. and William D. Hoggan Colin Edward Boness 20 PENSCO Trust Company fbo Robert I. Horwitz IRA #HO230 21 Laurie Ann Jacobson Charitable Trust Larry D. Johnsen 22 Mary Evelyn Jordan or Kathryn Jordan Hecht David Kliphon and Jonna Paolella 23 Betty I. Lankster Trust U/D/T April 24, 2000 Patricia Leah Lazar 24 Sylvia Heber Palugyai de Lazar Melinda Leithold 25 William Howard Levine Separate Property Trust Dated 4/15/99 26 The Lovaas Family 2009 Trust Dorothy J. Maxon Trust VIA dtd 9/20/95 Dorothy 27 J. Mason Trustee Robert and Tanya Mcinnis Trust dated March 199 28 Roberta Mollot

65

Table 1 on page 66. Back to List of Tables
Property Name APN
Ignacio Hills Tennis & APN: 160-611-05 Banner Bank, a Washington corporation 15 Garden Apartments Peter A. Bagatelos and Anne M.H. Bagatelos, 445 Ignacio Boulevard Trustees of the Peter A. Bagatelos and Anne 16 Novato M.H. Bagatelos Trust IRA Services Trust Company CFBO: Gary Bell 17 IRA #569355 Gary S. Berger 18 Henry Black Shane Black 19 Richard R. Bouck and Dana Bouck JTWRS PENSCO Trust Company LLC, Custodian, FBO 20 Susan Brubaker IRA Corinne A. Geramoni Trustee, Corinne Geramoni 21 Exempt Trust 11/8/80 Kathleen L. Gildred Revocable Trust 22 Steven Halpern Violet S. Hanada 23 Equity Trust Company, Custodian FBO William Hughes IRA D027000020 24 Larry D. Johnsen Trust PENSCO Trust Company LLC, Custodian, FBO 25 Frank J. Lange Judith Ann Less 26 IRA Services Trust Company CFBO William Levine IRA #515012 27 E*TRADE ADVISORS SERVICES FBO Richar Mahrer #184216 28 Dorothy J. Maxon Trust

66

Table 1 on page 67. Back to List of Tables
Property Name APN
Ignacio Hills Tennis &
Garden Apartments
461 Ignacio Boulevard
Novato
APN: 160-611-04
Ignacio Hills Tennis & APN: 160-611-03 Banner Bank, a Washington corporation 26 Garden Apartments Pacific Western Bank 475 Ignacio Boulevard Robin Altman 27 Novato PENSCO Trust Company LLC, Custodian FBO Elizabeth Banning (Deceased), Peter V. 28 Banning

67

Table 1 on page 68. Back to List of Tables
Property Name APN
Ignacio Hills Tennis &
Garden Apartments
481 Ignacio Boulevard
Novato
APN: 160-611-02

68

Table 1 on page 69. Back to List of Tables
Property Name APN
Ignacio Hills Tennis &
Garden Apartments
501 Alameda del Prado
Novato
APN: 160-611-11

69

Table 1 on page 70. Back to List of Tables
Property Name APN
Ignacio Hills Tennis &
Garden Apartments
511-531 Alameda del Prado
Novato
APN: 160-611-08
and
160-611-10
21 Ignacio Hills Tennis & APN: 160-611-12 Robert Harms Garden Apartments The Gilbert Trust dated May 20, 2004 22 551 Alameda del Prado Ursula Goldstone Trust Novato PENSCO Trust Company Custodian FBE Deborah 23 Heath #HE1HX Judith Helfand, Trustee, Judith Helfand 2004 Trust, 24 dated August 13, 2004 Julie Holmes 25 Trust Company of America c/f John Johnson #8877 Trust Company of America c/f Marilyn Juncker 26 #70600 Jeff Kaus 27 Trust Company of America c/f Richard Mahrer #84216 28 Trust Company of America c/f Marie Marquet

70

Table 1 on page 71. Back to List of Tables
Property Name APN

71

Table 1 on page 72. Back to List of Tables
Property Name APN
Country Club Apartments
980 Ignacio Boulevard
Novato
APN: 160-421-09
Fairway Apartments APN: 160-040-19, Trust Company of America c/f Charelene Albanes6 160-040-20 and #24361 160-150-28 Madeleine Altmann 7 Colin and Mary Beatty Trust Henry Black 8 Frank and Doris DeRoss Trust Giovanna Gatt Trust, Filomena Duran trustee 9 Pensco Pension Services c/f Robert DeRoss #DE142 10 Robert and Donna DeRoss Trust Nancy Dew 11 James C. Dukes and Keldora Dukes Trust Arnold Fleming 12 Solana Galen Joan Green Trust 13 Jake Greidanus Deborah Harvey Trust 14 Rimon Isaac Defined Benefit Plan and Trust Elizabeth Jameson 15 Elizabeth Kelly Trust Company of America c/f Jane Lurie #IRZ- 16 8288-OT Helen M. McMahon 17 Maria Aida Sandoval First Joan Allison Wagner Trust 18 Trust Company of America c/f Leslie Wallach #IRZ-8387-OR 19 Pensco Pension Services c/f Lewis Wallach #WA197 20 Trust Company of America c/f Jacques Achsen #23781 21 Pacific Western Bank, a California state chartered bank 22 Charlene Albanese Felicia A. King Arye and Lane King Arye, as Co- 23 Trustees of The "King Arye 2013 Trust" Richard and Nancy Bell, As Community Property 24 IRA Services Trust Company CFBO: Gary L. Bel IRA569355 25 Dhyana Bohnet Gregory Richards Brown 26 Teresa Ann Clark, Trustee of the Teresa Ann Clar Trust dated August 14, 1997 as amended 27 The Andra C. Cohn Living Trust U/A dated June 2008 28 Allen F. Connick and Susan R. Connick, Trustees,

72

Table 1 on page 73. Back to List of Tables
Property Name APN

73

Table 1 on page 74. Back to List of Tables
Property Name APN

74

Table 1 on page 75. Back to List of Tables
Property Name APN
3rd Street Apartments
1129 3rd Street
Novato
APN: 141-241-22
Novato Court
1506 Vallejo Avenue
Novato
APN: 141-221-60
Sonoma Mission Apartments
18179 Happy Lane
Sonoma
APN: 056-395-
013-000 and 056-
433-014-000
Village Green
350 Robinson Street
Sonoma
APN: 018-241-
043-000
Redwood Manor Apartments
355 Boyes Boulevard
Sonoma
APN: 052-191-
004-000
885 Broadway
Sonoma
APN: 018-411-
011-000

75

Table 1 on page 76. Back to List of Tables
Property Name APN
Madrone Apartments
15421 and 15435 Marty
Drive
Glen Ellen
APN: 054-394-
004-000 and 054-
394-005-000
Oaktree Apartments
16914 Highway 12
Sonoma
APN: 056-081-
059-000
Tamal Plaza
100 Tamal Vista
Corte Madera
APN: 024-011-67
Hunt Plaza
240 Tamal Vista
Corte Madera
APN: 024-011-66
North Bay Business Center
7200 Redwood Blvd.
Novato
APN: 153-091-10

76

Table 1 on page 77. Back to List of Tables
Property Name APN
City Center
1701 Novato Blvd.
Novato
APN: 140-031-61
Baywood Center
1682 Novato Blvd.
Novato
APN: 141-291-32
Novato Business Center
1500,1510 and 1516 Grant
Ave.
Novato
APN: 141-252-35
HQ - Suite 102 - 300
350 Ignacio Blvd.
Novato
APN: 160-211-38
The Keys Center
353-359 Bel Marin Keys
Blvd
Novato
APN: 157-400-64
Sequoia Business Center
1425 North McDowell
Petaluma
APN: 047-360-
022-000
The Redwoods
1341-1359 Redwood Way
Petaluma
APN: 137-160-001,
137-160-002, 137-
160-003, 137-160-
004, 137-160-005,
137-160-006, 137-
160-007, 137-160-
008, 137-160-009,
137-160-010
Duffy Place
21 and 37 Duffy Place
San Rafael
APN: 013-031-12
and
013-031-22

77

Table 1 on page 78. Back to List of Tables
Property Name APN

78

Table 1 on page 79. Back to List of Tables
Property Name APN
Urban Business Center/ Las
Gallinas Business Center
117 Paul Drive
San Rafael
APN: 155-131-25
Northgate Professional Center
899 Northgate Dr
San Rafael
APN: 175-360-13
Northgate Heights Business
Center
1050 Northgate Dr.
San Rafael
APN: 178-240-20
San Pedro Business Center
30 North San Pedro Rd
San Rafael
APN: 179-301-29
The Northgate Business
Center
555 Northgate Drive
San Rafael
APN: 175-060-32
Gateway Business Center
851 Irwin Street
San Rafael
APN: 014-125-15
4th Street Business Center
523 4th St & 930 Irwin St.
San Rafael
APN: 014-123-27
and
014-123-28
The American Building
1099 D. Street
San Rafael
APN: 011-204-20

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Table 1 on page 80. Back to List of Tables
Property Name APN
Creekside
7 Mount Lassen Drive
San Rafael
APN: 164-481-10
4 Mariners Landing / Gate Five APN: 063-152-08 JPMorgan Chase Bank, N.A. 200 Gate Five Road MTech Enterprises, Inc. 5 Sausalito Ranta Family Trust Donald G. Regner and Sharon J. Regner as 6 Trustees of the Donald G. Regner and Sharon J. Regner Revocable Trust 7 Jeremy Reynard Clyde S. Sada, Trustee, Clyde S. Sada Living Tru 8 dated Oct 22, 2010 Stephanie J. Sanders 9 Susan Sandson Revocable Trust Linda Sherwood 10 Grace Stella The 2014 William R. Taylor and Jaye A. 11 Moscariello Revocable Trust Daryl Tran 12 IRA Services Trust Company FBO Janice Tweed IRA#438881 13 Thomas J. Vasconcellos and Joan A. Vasconcello Trustees for the Vasconcellos Trust dated 4-2 14 96 Equity Trust Company Custodian FBO Lewis 15 Weiss #Z084023 Eugene Ziff Trustee of the Ziff Family Trust date 16 7/7/1978 Peter A. Bagatelos 17 Peter and Anne Bagateios Luna Baron 18 Ronald Beickert and Grace Stella IRA Services Trust Company FBO Alan Blavins 19 IRA#541588 Leslie K. Campbell 20 Rebecca Cernich Revocable Living Trust Stephen M. Clark Living Trust 21 TCA by E*TRADE FBO JoAnn DePetro #163815 22 Eileen Ann Dingle, as Trustee of the Eileen Ann Dingle Living Trust 23 IRA Services Trust Company FBO Robert Diskint IRA #580338 24 Abby R. Goldgeier/Gilad Janet Goodman Trust 25 Steven Halpern Deborah Harvey 26 TCA by E*TRADE FBO Connie Huckaba #132430 27 IrieA, LLC IrieLee, LLC 28 Sara Kamins

80

Table 1 on page 81. Back to List of Tables
Property Name APN
Broadway Square
10 Maple St & 635-651
Broadway
Sonoma
APN: 018-301-009,
018-301-010,
The Broadway
1151 Broadway
Sonoma
APN: 128-181-
028-000 and 128-
181-029-000
19 20 21 22 23 24 25 26 27 28

81