Lurin Real Estate Holdings - Chapter 11 Bidding Procedures Summary

Lurin Real Estate Holdings — Sale Process Summaries

The Round 2 Debtors, LAE Debtors, Morgan Debtor and Elements Debtor bidding procedures share substantially identical terms. Those terms are set out once below under "Common Terms," and each case-specific summary that follows carries only the parties, assets, economics, deviations and dates unique to that sale. Six sale processes have concluded and are summarized separately at the level of the executed purchase agreement: the VDT Debtor (Lurin XI) and the 46 Eleven Debtor (Lurin XXXVIII), whose joint auction produced Rahim Kurji as Successful Bidder for both properties, with DHA Capital, LLC serving as back-up bidder for both; the Aria Debtor (Lurin XXVIII), whose auction was cancelled and whose assets were awarded to Sunchase Property Group, LLC; the Emory Debtor (Lurin XXXIII), whose auction produced MB Holdings, LLC as Successful Bidder and Emory Owner LLC as Backup Bidder; Fitzroy (Lurin LXV), whose auction produced JP Realty Holdings, LLC as Successful Bidder and Weidner Real Estate Holdings LLC as Backup Bidder; and the Morgan Debtor (Lurin LXIV), whose auction was cancelled and whose assets were awarded to its secured lender, BDS V Mortgage Capital G LLC, on a credit bid. The Court entered Sale Orders approving the Aria and Emory sales on Aug. 28, 2026, entered the Elements Debtor's Bidding Procedures Order on Sept. 1, 2026, and entered Sale Orders approving the VDT and 46 Eleven sales on Sept. 2, 2026. The Morgan Debtor filed its Notice of Successful Bidder on Sept. 14, 2026, with the Sale Hearing set for Sept. 16, 2026.

Common Terms (Round 2, LAE, Morgan and Elements Bidding Procedures)

Case Framework

• The selling debtors are affiliated debtors and debtors in possession whose chapter 11 cases are jointly administered under In re Lurin Real Estate Holdings XXI, LLC, et al., Case No. 26-90344 (ARP), in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, before the Honorable Alfredo R. Perez.
• Debtors' counsel in each case: Porter Hedges LLP ("PH"), 1000 Main Street, Houston, Texas 77002, Attn.: Joshua W. Wolfshohl and Megan Young-John.
• Each selling debtor commenced its case to conduct a postpetition marketing process and sell substantially all of its assets, with sale proceeds intended to fund distributions under a plan.
• Each debtor may consider bids from multiple bidders, including multiple bids submitted by the same bidder, in any combination for the assets, and one or more separate auctions may be conducted for the respective sales.
• Auctions are held at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002, or at such later time or other place as the applicable debtor determines upon notice.
• To the extent of any inconsistency between the Bidding Procedures or Bidding Procedures Order and the applicable Cash Collateral Order, the Cash Collateral Order controls.

Stalking Horse Designation (Round 2 and LAE Debtors)

• The debtors are authorized, but not directed, in the exercise of their business judgment, to select one or more Potential Bidders to act as Stalking Horse Bidders, enter into a Stalking Horse Agreement with each, and offer Bid Protections.
• If a Stalking Horse Bidder is designated, the debtors shall file with the Court and serve a Stalking Horse Notice on the U.S. Trustee and parties requesting notice under Bankruptcy Rule 2002, identifying the Stalking Horse Bidder, the material terms of the Stalking Horse Bid (including purchase price and assets subject thereto), and the amount and terms of any Bid Protections, with a copy of the relevant Stalking Horse Agreement attached.
• Objections to the designation or the Bid Protections must be filed by the applicable deadline. If no timely objection is filed, or any objection is consensually resolved, the designation and Bid Protections are deemed approved without further Court action. If a timely objection remains unresolved, the Court will hold a hearing within five days after the objection deadline.
• Any Stalking Horse Bidder is deemed a Qualified Bidder and its Stalking Horse Bid a Qualified Bid, and the Stalking Horse Bidder may participate in the applicable Auction.
• If no Qualified Bids other than a Stalking Horse Bid are received by the Qualified Bid Deadline, the debtors may cancel the Auction and designate the Stalking Horse Bid(s) as the Successful Bid(s), filing notice of any such cancellation with the Court within two business days of such determination.

Bid Protections

• For the Round 2 Debtors and the LAE Debtors, total Bid Protections offered to any Stalking Horse Bidder shall not exceed:
  • A Breakup Fee of 2% of the cash purchase price contemplated by the Stalking Horse Agreement; or
  • In the case of a cash purchase price that clears all secured debt on the applicable asset, a Breakup Fee of 3% of the cash purchase price, plus an Expense Reimbursement equal to the lesser of (i) $250,000 or (ii) 1% of the cash purchase price.
• Other than Bid Protections approved for an applicable Stalking Horse Bidder, no person or entity shall be entitled to any expense reimbursement, breakup, topping, termination, or other similar fee or payment, and by submitting a bid, such person or entity is deemed to have waived any right to request such payment, including under section 503(b) of the Bankruptcy Code.
• Deal-specific Bid Protections for the Morgan Debtor and the Elements Debtor are set out in their respective sections below.

Credit Bid

• Any Qualified Bidder holding a valid and perfected lien on any assets of the applicable debtor's estate, and the right under applicable non-bankruptcy law to credit bid claims secured by such lien, may credit bid all or a portion of the value of such claims pursuant to section 363(k) of the Bankruptcy Code, with respect only to the collateral securing such claim.
• A credit bid shall not constitute a Qualified Bid unless it includes a cash component sufficient to pay in full all claims for which there are valid, perfected, and unavoidable liens on any assets included in such bid that are senior in priority to those of the secured creditor seeking to credit bid.
• Where a credit bid is submitted by a secured creditor, the credit bid is subject to the Carve-Out for the relevant debtor, such that to the extent the Carve-Out for professional fees under the applicable Cash Collateral Order has not been fully funded through deposits to the professional fee escrow account, the credit bid must contain a cash component sufficient to cover the funding shortfall.
• The identity of the named credit bidders and the amounts of their claims are set out in each case-specific section below.

Potential Bidder Requirements

• To participate in the bidding process, each Potential Bidder (other than a Stalking Horse Bidder, and other than KeyBank or Bridge where the applicable procedures so provide) must deliver Preliminary Bid Documents consisting of:
  • An executed Confidentiality Agreement in form and substance acceptable to the applicable debtor;
  • A non-binding written indication of interest specifying the assets to be acquired, the amount and type of consideration, and any other material terms;
  • Preliminary proof of financial capacity to close, which may include current audited or verified financial statements or verified financial commitments of the Potential Bidder or any guarantor, along with an overview of any recent transactions. For the Morgan Debtor and the Elements Debtor, the procedures specify that where the Potential Bidder is an entity formed for the purpose of acquiring the property to be sold, this proof may be supplied by the party guaranteeing the Potential Bidder's obligations, and that the adequacy of such proof must be reasonably acceptable to the applicable debtor;
  • The identity of the Potential Bidder, including its legal name, jurisdiction and form of organization, ownership and capital structure, controlling persons, significant direct or indirect equity or debt investors, guarantors, and any known connections to the applicable debtor, its advisors, any statutory committee, or any creditor or equity holder;
  • A list of names and contact information for any financial, legal, and other advisors engaged in connection with the proposed sale; and
  • A description of the nature and extent of any due diligence the Potential Bidder wishes to conduct.
• The applicable debtor may, in its reasonable discretion, waive some or all of these requirements and may work with any Potential Bidder to cure deficiencies in the Preliminary Bid Documents.
• For the Morgan Debtor and the Elements Debtor, each Potential Bidder must comply with all reasonable requests for information and due diligence access, the debtor will promptly determine and notify each Potential Bidder whether it has submitted acceptable Preliminary Bid Documents, and only those Potential Bidders submitting acceptable Preliminary Bid Documents may submit bids.

Due Diligence

• All due diligence requests must be directed to the applicable debtor's broker, which coordinates all requests for additional information and due diligence access and through which all substantive direct communications with Potential Bidders and Qualified Bidders are conducted.
• The applicable debtor will provide reasonable due diligence information as requested in writing as soon as reasonably practicable and will post substantially all written due diligence provided to any Potential Bidder to its electronic data room.
• The due diligence period ends on the Qualified Bid Deadline, provided that the applicable debtor will provide reasonable access to information reasonably requested by any Qualified Bidder thereafter.
• The applicable debtor may decline to provide information to any Potential Bidder that, in its reasonable business judgment, has not established, or has raised doubt as to, its good-faith intent or capacity to consummate the sale. For any Potential Bidder that is a competitor or customer of the applicable debtor, or affiliated with any such party, the debtor reserves the right to withhold or modify diligence materials it determines are commercially sensitive or otherwise inappropriate for disclosure.
• Failure by a Potential Bidder or Qualified Bidder to comply with reasonable requests for additional information and due diligence access may be a basis for the applicable debtor to determine that such bidder is no longer a Qualified Bidder or that its bid is not a Qualified Bid.
• Potential Bidders may not, directly or indirectly, contact or initiate discussions with any customer, supplier, or contractual counterparty of the applicable debtor without prior written consent, and there shall be no communications between or among Potential Bidders absent prior written authorization. Any Potential Bidder approached by another Potential Bidder must immediately inform PH and the applicable broker in writing, and the debtor may disqualify any bidder engaging in unauthorized communications.

Bid Requirements

• To be deemed a Qualified Bid, each Bid (other than a Stalking Horse Bid or a named credit bid exempted under the applicable procedures) must be a written, irrevocable, and binding offer satisfying, among other requirements:
  • Identity: Full disclosure of the bidding entity and its shareholders, partners, investors, and ultimate controlling entities, evidence of legal authority to complete the transaction, and contact information for the persons whom the applicable broker and PH should contact regarding the Bid.
  • Identity of Assets and Purchase Price: A clear statement of the assets sought to be acquired, the liabilities to be assumed, and the Purchase Price (cash and non-cash components), expressed as a specific U.S. dollar amount and not a range, with an allocation among the assets sought that is not binding on the applicable debtor.
  • Markup of the Purchase Agreement: Executed transaction documents, including an executed purchase agreement and, where applicable, a markup of the Stalking Horse Agreement, with all proposed changes clearly marked, which may not be materially more burdensome than the form purchase agreement or Stalking Horse Agreement, as determined by the applicable debtor in its reasonable business judgment.
  • Committed Financing: Documented committed debt and equity funding commitments sufficient to satisfy the Purchase Price and other obligations, not subject to internal approval, syndication requirements, diligence, or credit committee approvals; the applicable debtor may waive this requirement on a case-by-case basis.
  • Pro Forma Capital Structure: A description of the bidder's pro forma capital structure.
  • No Financing or Diligence Outs: No conditions based on obtaining or the sufficiency of financing, any internal approval, or the outcome or review of due diligence; bidders are expected to have completed all business, legal, accounting, title, environmental, and other confirmatory diligence by the Qualified Bid Deadline.
  • As-Is, Where-Is: A written acknowledgement that the bidder has had an opportunity to conduct due diligence, has relied solely on its own independent review, and has not relied on any statements or representations except as expressly stated in its proposed purchase agreement.
  • Authorization: Evidence of authorization or approval from the bidder's shareholders, board of managers, or directors, as applicable, to submit the Bid and consummate the sale.
  • Adequate Assurance of Future Performance: Identification of the contracts to be assumed and assigned, agreement to pay all Cure Costs, and a demonstration that the bidder can provide adequate assurance of future performance.
  • Government and Other Approvals: A description of all required governmental, licensing, regulatory, or other approvals or consents, evidence of the ability to obtain them in a timely manner, and the estimated timeframe and basis for such estimate.
  • Compliance: Acknowledgment of compliance with the Bankruptcy Code and applicable non-bankruptcy law, and that the bidder has not engaged in collusion, coordination, or unfair competitive practices.
  • Irrevocability: The Bid must be binding and irrevocable unless and until the applicable debtor accepts a higher Bid and the bidder is not selected as the Backup Bidder.
  • No Fees: Each bidder bears its own costs and expenses and waives any claim for breakup fees, transaction fees, termination fees, expense reimbursement, or similar payments, including under section 503(b) of the Bankruptcy Code.
  • Joint Bids: The applicable debtor may approve joint Bids in its reasonable discretion on a case-by-case basis.
  • Adherence to Bidding Procedures: Agreement to abide by the Bidding Procedures and not to reopen the sale process or Auction after selection of the Successful Bidder.
  • Consent to Jurisdiction: Submission to the Court's jurisdiction and waiver of any right to a jury trial in connection with disputes relating to the sale process.
  • Backup Bid: Agreement to serve as a Backup Bidder if the Bid is the next highest or otherwise best Bid.
  • Expected Closing Date: A statement of the expected closing date of the applicable sale.
• No later than two business days following the Qualified Bid Deadline, the applicable debtor will determine which Potential Bidders are Qualified Bidders and notify them accordingly. A bidder submitting a Bid that does not satisfy the requirements of a Qualified Bid before the deadline will be provided an opportunity to remedy the deficiencies prior to the Qualified Bid Deadline.

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit equal to a specified percentage of the Purchase Price, submitted by wire transfer of immediately available funds to an interest-free, separate, segregated account of the applicable debtor. The percentage is 10% for the Round 2 Debtors, the LAE Debtors and the Morgan Debtor, and 5% for the Elements Debtor.
• If a Qualified Bid (other than a Stalking Horse Bid) is modified to increase the Purchase Price, the applicable debtor may require the bidder to increase its Good Faith Deposit to the same percentage of the increased Purchase Price.
• The applicable debtor may, on a case-by-case basis, waive the Good Faith Deposit requirement if a Qualified Bidder otherwise provides satisfactory evidence of sufficient internal resources or non-contingent debt and/or equity funding commitments.
• Upon consummation of any sale, the Successful Bidder's Good Faith Deposit is credited to the purchase price. If the Successful Bidder fails to consummate due to its breach or failure to perform, the deposit is forfeited and irrevocably retained by the applicable debtor, which reserves all rights and remedies, including damages and specific performance.
• Deposit return timing:
  • Bids determined not to be Qualified Bids: within five business days after the Qualified Bid Deadline (the Elements Debtor's procedures instead measure this period from the Auction — see below).
  • Qualified Bidders that are neither the Successful Bidder nor the Backup Bidder: within five business days after the applicable Auction or upon permanent withdrawal of the proposed sale.
  • Backup Bidder (unless it becomes the Successful Bidder): within five business days after consummation of the applicable sale or its permanent withdrawal.
• Each Good Faith Deposit is held in an interest-free segregated account and is not deemed property of the applicable debtor's estate absent further order of the Court, except as otherwise provided.

Auction Procedures

• If one or more Qualified Bids are received by the Qualified Bid Deadline with respect to a sale, the applicable debtor will conduct an Auction with respect to those assets.
• Prior to each Auction, the applicable debtor and its advisors will evaluate Qualified Bids and identify the highest or otherwise best Bid as the Starting Bid. Where a Stalking Horse Bidder has been selected, the Starting Bid includes the amount of the Stalking Horse Bid, plus the amount of any Bid Protections, plus a minimum overbid increment determined by the debtor in its business judgment and announced at the Auction.
• Auction Procedures include, among others:
  • The Auctions will be conducted openly and transcribed or recorded;
  • Only Qualified Bidders, including any Stalking Horse Bidders, may bid, and attendance is limited to authorized representatives of the Qualified Bidders, the applicable debtor, and their respective advisors;
  • Qualified Bidders shall appear in person unless the applicable debtor permits participation via remote video; remote bidding is permitted with the debtor's consent;
  • Bidding begins at the applicable Starting Bid, with subsequent bids in minimum increments determined by the applicable debtor and announced at the Auction;
  • Each Qualified Bidder will be permitted a reasonable time to respond to prior bids;
  • No Qualified Bidders may communicate with one another, collude, or otherwise coordinate for purposes of participating in an Auction, except that two or more Qualified Bidders may coordinate to provide a combined bid with the applicable debtor's approval;
  • The Auction will not close until all Qualified Bidders have been given a reasonable opportunity to submit an overbid, subject to the applicable debtor's right to require last and final bids on a "blind" basis; and
  • The applicable debtor reserves the right to adjourn the Auction one or more times, including to facilitate discussions with Qualified Bidders, allow Qualified Bidders to consider how to proceed, and permit Qualified Bidders to supply additional evidence of resources or funding commitments sufficient to consummate at the prevailing amount.
• The applicable debtor will promptly file notice of the Successful Bid(s) and Successful Bidder(s) with the Court and seek Court approval at the applicable Sale Hearing to enter into definitive documentation on the terms of the Successful Bid(s).

Evaluation of Bids

• In evaluating Qualified Bids, the applicable debtor will initially consider: the amount of the Purchase Price; the amount of secured claims satisfied by the Bid; the value to the estate after payment of secured claims, taking into account any Stalking Horse Bidder's rights to Bid Protections; proposed changes to the form purchase agreement and the comparative favorability of the terms versus any Stalking Horse Agreement; and transaction structure and execution risk, including conditions to, timing of, and certainty of closing, termination provisions, financing availability, and required governmental or other approvals.
• Additional factors apply as follows: assets and liabilities excluded from the Qualified Bid and any executory contracts, leases, or other liabilities proposed to be assumed; any benefit to the estates from any assumption or waiver of liabilities; the certainty of the Qualified Bid leading to a confirmed chapter 11 plan; and any other factors the debtor reasonably deems relevant consistent with its fiduciary duties. These factors apply to the Morgan Debtor and the Elements Debtor without precondition. For the Round 2 Debtors and the LAE Debtors, they apply where multiple Qualified Bids provide a cash Purchase Price exceeding KeyBank's secured claim for the applicable debtor.
• In determining the highest or otherwise best Qualified Bid, the applicable debtor may also consider the amount and nature of the total consideration, the likelihood and timing of closing, the net economic effect of changes to value, tax consequences, and the certainty of confirming a chapter 11 plan.

Backup Bidder

• The Qualified Bidder submitting the second highest or otherwise best Bid is designated the Backup Bidder within one business day after the conclusion of the Auction.
• The Backup Bid must remain open and irrevocable until closing of the transaction with the applicable Successful Bidder, and the Backup Bidder's Good Faith Deposit is held in an interest-free segregated account during that period.
• If a Successful Bidder fails to consummate, the Backup Bidder is automatically deemed to have submitted the Successful Bid and must consummate the applicable sale without further order of the Court.

Assumption and Assignment

• The applicable debtor will file and serve a Cure Notice on non-debtor Contract Counterparties via first class mail, electronic mail, or overnight delivery, identifying the Assigned Contracts that may be assumed and assigned, the applicable Contract Counterparties, the debtor's good-faith estimate of the Cure Costs, and the deadline for filing a Cure Objection.
• Cure Objections must be in writing, comply with applicable Bankruptcy Rules and Local Rules, state with specificity the nature of the objection and, if pertaining to Cure Costs, the alleged correct cure amount with supporting documentation, and be filed by the Cure Objection Deadline.
• Any Cure Objection that remains unresolved after the applicable Sale Hearing will be heard at a later date agreed by the parties or fixed by the Court. To the extent unresolved, the contract may be conditionally assumed and assigned subject to the Successful Bidder's consent. If a Cure Objection is not satisfactorily resolved, the Successful Bidder may determine that the contract should be rejected and not assigned, in which case it bears no Cure Costs in respect of that contract. If a Cure Objection relates solely to Cure Costs, the contract may be assumed and assigned provided that the cure amount asserted, or such lower amount as agreed, is deposited in an interest-free segregated account pending adjudication or consensual resolution.
• The applicable debtor may, after consultation with the Successful Bidder, file a Supplemental Cure Notice at any time before closing to add inadvertently omitted contracts or correct Cure Cost inaccuracies. Supplemental Cure Objections must be filed no later than 5 p.m. (prevailing Central Time) on the date that is 14 days following the filing of the Supplemental Cure Notice.
• Failure to timely file a Cure Objection or Supplemental Cure Objection results in the Cure Costs set forth in the applicable notice being controlling and the Contract Counterparty being deemed to have consented to the assumption and assignment and forever barred from objecting or asserting any other claims related to such contract, including on adequate assurance grounds.
• Inclusion of a contract in a Cure Notice does not obligate the applicable debtor to assume it, obligate the Successful Bidder to take assignment of it, or constitute an admission that it is an executory contract or unexpired lease. Only those Assigned Contracts included on the schedule attached to the Successful Bidder's asset purchase agreement will be assumed and assigned.

Sale Free and Clear & Successor Liability

• Each debtor seeks to sell its assets free and clear of any and all liens, claims, rights, interests, charges and encumbrances, including any successor liability, other than any assumed encumbrances, with non-assumed interests either paid in full at closing or attaching to the net sale proceeds, subject to the debtor's claims and defenses.
• To the greatest extent allowable by applicable law, the Successful Bidder shall not be deemed, as a result of any action taken in connection with the applicable purchase agreement, the consummation of the sale, or the transfer or operation of the assets, to (a) be a legal successor or otherwise a successor to the applicable debtor, other than as an assignee under the Assigned Contracts arising after the effective date; (b) have merged, de facto or otherwise, with or into the debtor; or (c) be an alter ego or mere continuation or substantial continuation of the debtor, including within the meaning of any foreign, federal, state, or local revenue law, pension law, ERISA, COBRA, the WARN Act, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Federal Rehabilitation Act of 1973, the National Labor Relations Act, environmental liabilities, tax liabilities, or any products liability law or doctrine.
• All rights of any party to set off any claims, debts, or obligations owed by or to the Successful Bidder in connection with the assets are extinguished on the effective date pursuant to the Sale Order.
• Other than as expressly set forth in the applicable purchase agreement with respect to assumed liabilities, the Successful Bidder shall have no responsibility for any liability or other obligation of the applicable debtor or related to the assets, or any claims (as defined in section 101(5) of the Bankruptcy Code) against the debtor or any of its predecessors or affiliates.

Reservation of Rights and Fiduciary Out

• Each debtor reserves the right to modify the Bidding Procedures in its reasonable business judgment consistent with its fiduciary duties, including by extending deadlines, adjourning the Auction, modifying the Auction Procedures, canceling an Auction, rejecting any or all Bids or Qualified Bids, and adjusting the applicable minimum overbid increment, including by requesting last or final bids on a "blind" basis.
• At any point prior to the selection of a Successful Bidder, each debtor reserves the right to terminate the respective sale process with respect to any or all assets and seek to sell any or all assets pursuant to section 363(b) of the Bankruptcy Code.
• At any time before entry of an order approving the Successful Bid, each debtor may reject a Bid that it determines is inadequate or insufficient, not in conformity with the Bankruptcy Code or the Bidding Procedures, or contrary to the best interests of its estate and creditors.
• Nothing in the Bidding Procedures requires any debtor to take or refrain from taking any action that would be inconsistent with applicable law or its fiduciary obligations, and each debtor and its advisors retain the right to consider, respond to, and facilitate alternate proposals, provide access to non-public information, enter into confidentiality or nondisclosure agreements, and continue discussions or negotiations with holders of claims or interests and other parties in interest.
• All persons and entities that participate in the bidding process, whether or not Qualified Bidders, are deemed to have knowingly and voluntarily consented to entry of a final order by the Court and to have waived any right to a jury trial. Any party raising a dispute relating to the Bidding Procedures must request that it be heard on an expedited basis.

Round 2 Debtors — Case-Specific Terms

Parties Involved

• Sellers: Lurin Real Estate Holdings XI, LLC (the "VDT Debtor") and Lurin Real Estate Holdings XXXVIII, LLC (the "46 Eleven Debtor," and together, the "Round 2 Debtors"), which filed voluntary chapter 11 petitions on March 30, 2026. Both Sale Orders confirm March 30, 2026 as the Petition Date for each Round 2 Debtor.
• Broker: Marcus & Millichap Real Estate Investment Services ("M&M"), Attn.: Clifford "Ford" Braly IV, 300 Throckmorton Street, Suite 1500, Fort Worth, TX 76102. The executed Kurji purchase agreements identify the Broker as "Marcus & Millichap, Attn: Ford Braly."
• Stalking Horse Bidder(s): None designated as of the entry of the Bidding Procedures Order, and none designated thereafter.
• On April 30, 2026, the Court entered the Bidding Procedures Order [Docket No. 248], which approved the Bidding Procedures attached thereto as Exhibit 1, established the dates and deadlines set out below, approved the assumption and assignment procedures and related notices, and authorized the VDT Debtor and the 46 Eleven Debtor to conduct an Auction for substantially all of their respective assets. The Sale Motion is at Docket No. 161; both Sale Orders are captioned as relating to Docket Nos. 161 and 248.
• Secured lender: KeyBank National Association ("KeyBank"). On April 29, 2026, the Court entered the Agreed Final Order (I) Authorizing Use of Cash Collateral Pursuant to Section 363 of the Bankruptcy Code, (II) Providing Adequate Protection, (III) Granting Liens and Security Interests, and (IV) Granting Related Relief [Docket No. 245] (the "Cash Collateral Order"), which identifies KeyBank as holding prepetition security interests and grants it replacement liens (together with its prepetition liens, the "KeyBank Liens"). Both Sale Orders cite Docket No. 245 as the operative Cash Collateral Order for each Round 2 Debtor and as the source of the Carve-Out definition.

Assets Being Sold

• Substantially all assets of the Round 2 Debtors, comprising certain real properties located in Texas, as described in Appendix 1 to the Bidding Procedures, including:
  • Villas del Tesoro (Prior Name: Enchanted Hills): a 229-unit fully affordable (Tax Credits) property located at 7802 Villa Cliff Drive, Dallas, TX 75228, in the Dallas - North market / Dallas - Lakewood submarket, completed in 1965, with an Improvements Rating of B-, Urban Location Class, 82.10% occupancy, and a 60% Average AMI Percent.
  • 46Eleven (Prior Names: Villa Evita, Oakdale Townhomes, Villa Pacifica Townhomes): a 79-unit property located at 4611 Samuell Blvd, Dallas, TX 75228, in the Dallas - Suburban market / Dallas - East submarket, completed in 1964, with an Improvements Rating of C+, Location Rating of B+, Urban Location Class, 57.0% occupancy, and a 42% Average AMI Percent.

KeyBank Credit Bid

• KeyBank National Association, or its nominee, designee, or assignee ("KeyBank"), has the absolute, unconditional, and continuing right, but not the obligation, to credit bid on a dollar-for-dollar basis pursuant to section 363(k) all or any portion of its secured claim.
• Any credit bid submitted by KeyBank constitutes a Qualified Bid and is not subject to the Potential Bidder Requirements, Bid Requirements, or other similar provisions of the Bidding Procedures.
• KeyBank is entitled to submit a credit bid at any time, including at the Auction, without submitting a written bid, deposit, or other bid materials in advance of the Bid Deadline.
• Any KeyBank credit bid is subject to the Carve-Out for the relevant debtor. The Bidding Procedures reference the Carve-Out as defined in the Cash Collateral Order at Document 125, and the Round 2 Debtors stipulated to KeyBank's secured claim for each respective Round 2 Debtor in paragraphs 28, 34, and 38 of that order. Both Sale Orders, however, identify the operative Cash Collateral Order for each Round 2 Debtor as the Agreed Final Order entered April 29, 2026 at Docket No. 245, and take the Carve-Out definition from that order; Docket No. 125 is the April 2, 2026 cash collateral order entered as to the LAE Debtors. The relationship between the two orders — interim versus final, or a citation carried across from the LAE procedures — should be confirmed against the dockets.
• No credit bid was submitted by KeyBank at the Auction; both properties were awarded on cash bids.

Good Faith Deposit

• Ten percent (10%) of the Purchase Price.

Auction Result

• The Round 2 Debtors conducted the Auction for their respective assets on Aug. 24, 2026, as scheduled. At the conclusion of the Auction, the Debtors selected Rahim Kurji as the Successful Bidder for substantially all of both Debtors' assets.
• The VDT Debtor received a cash bid of $10,450,000 and the 46 Eleven Debtor received a cash bid of $5,550,000, for a total cash bid of $16,000,000. Both Sale Orders recite those amounts as the Qualified Bids submitted by Kurji at the Aug. 24, 2026 Auction.
• The Debtors filed the Notice of Successful Bidder for (I) the VDT Debtor's Assets and (II) the 46 Eleven Debtor's Assets on Aug. 27, 2026 [Docket No. 753], attaching the Real Estate Purchase Agreement with Kurji for Villas del Tesoro as Exhibit A (the "Kurji VDT PSA") and the Real Estate Purchase Agreement with Kurji for 46Eleven as Exhibit B (the "Kurji 46 PSA"). Both agreements carry an Effective Date of Aug. 27, 2026.
• No Backup Bidder was identified in that notice for either property. The Sale Orders entered Sept. 2, 2026 nonetheless designate DHA Capital, LLC, or its assignee, as back-up bidder for both properties, pursuant to Real Estate Purchase Agreements with each Round 2 Debtor dated Aug. 25, 2026 and filed at Docket No. [759-1] (each, the "DHA PSA"). The DHA PSAs predate the Aug. 27, 2026 Kurji PSAs and the Aug. 27, 2026 Notice of Successful Bidder.
• The Court conducted and concluded the Sale Hearing on Sept. 2, 2026 and entered Sale Orders for both properties that day: Docket No. 783 (VDT) and Docket No. 784 (46 Eleven).
• Copies of the Bidding Procedures Order, the Bidding Procedures and all other filed documents are available from Kroll Restructuring Administration LLC at (844) 466-1642 (toll free U.S./Canada) or (332) 232-6593 (international), or at https://restructuring.ra.kroll.com/Lurin/.

Key Dates

• Petition Date: March 30, 2026
• Cash Collateral Order Entered: April 29, 2026 [Docket No. 245] (per both Sale Orders)
• Bidding Procedures Order Entered: April 30, 2026 [Docket No. 248]
• Stalking Horse Bidder Designation Deadline: July 13, 2026 (no designation made)
• Deadline to Object to Designation of any Stalking Horse Bidder: Within seven (7) days following the filing of the Stalking Horse Bidder Designation, no later than 5:00 p.m. (prevailing Central Time)
• Initial Cure Notice Deadline: July 27, 2026 — the Cure Notices were in fact dated and filed July 31, 2026, at Docket No. 597 (VDT) and Docket No. 598 (46 Eleven), per the Sale Orders
• Qualified Bid Deadline: August 4, 2026, at 5:00 p.m. (prevailing Central Time)
• Initial Cure Objection Deadline: August 11, 2026, at 5:00 p.m. (prevailing Central Time)
• Auction: August 24, 2026, at 10:00 a.m. (prevailing Central Time) — held as scheduled
• DHA PSAs Dated: August 25, 2026 [Docket No. 759-1]
• Supplemental Cure Notice Objection Deadline (if applicable): Within fourteen (14) days following the filing of the Supplemental Cure Notice, no later than 5:00 p.m. (prevailing Central Time)
• Notice of Successful Bidder Filed: August 27, 2026 [Docket No. 753]
• Sale Objection Deadline: August 31, 2026, at 5:00 p.m. (prevailing Central Time)
• Sale Hearing: September 2, 2026, at 10:00 a.m. (prevailing Central Time), Courtroom 400, 4th Floor, 515 Rusk Street, Houston, Texas 77002 — conducted and concluded Sept. 2, 2026
• Sale Orders Entered: September 2, 2026 — VDT [Docket No. 783]; 46 Eleven [Docket No. 784]
• The foregoing dates and deadlines are subject to the Round 2 Debtors' right, with the consent of KeyBank, to modify them without further order of the Court, provided that notice is given in accordance with the Bidding Procedures Order.

Villas del Tesoro (Lurin XI) and 46Eleven (Lurin XXXVIII) — Auction Results, Kurji Purchase Agreements and Sale Orders

Overview

• The Auction for both Round 2 properties was held on Aug. 24, 2026, and Rahim Kurji, an individual, was selected as Successful Bidder for both. Separate Real Estate Purchase Agreements were executed for each property on Aug. 27, 2026, and filed with the Notice of Successful Bidder that same day [Docket No. 753].
• On Sept. 2, 2026, following a Sale Hearing conducted and concluded that day, the Court entered separate Sale Orders for each property: the Order (I) Approving the Sale of Substantially All Assets of Lurin Real Estate Holdings XI, LLC Free and Clear of Liens, Encumbrances, Claims, and Interests, (II) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (III) Granting Related Relief [Docket No. 783] (the "VDT Sale Order"), and the corresponding order for Lurin Real Estate Holdings XXXVIII, LLC [Docket No. 784] (the "46 Eleven Sale Order"). Each order attaches the applicable Kurji PSA as Exhibit A.
• The two agreements are substantially identical to each other and are built on a form closer to the Fitzroy agreement than to the Aria/Emory form: each contains section 363(f) free-and-clear conveyance language in the deed covenant, a Paragraph 4.12 Service Contract designation and cure-escrow mechanic, a Paragraph 11.16 disclaimer of assumed liabilities, and assignment forms expressly made subject to the Sale Order. Neither contains an Inspection Period, a diligence termination right, a title objection mechanic, or any outside-closing-date termination right.
• Unlike the Aria and Emory agreements, the Effective Date is fixed on the face of each agreement as Aug. 27, 2026, so all diligence, delivery and closing deadlines are calculable notwithstanding that the Title Company acceptance page in each filed copy is undated and unexecuted, showing only "August ___, 2026." The copies attached to the Sale Orders carry the same unexecuted acceptance pages.
• Exhibits not included in the filed copies and marked "[TO BE ATTACHED]" in each agreement are Exhibit J-1 (Bidding Procedures Order), Exhibit J-2 (Bidding Procedures) and Exhibit J-3 (Sale Order), together with the legal description and permitted exceptions exhibits to the form Special Warranty Deed, the legal description and schedule of leases to the form Lease Assignment and Assumption, and the legal description, contracts, permits and warranties schedules to the form General Conveyance, Transfer and Assignment. Exhibit I (Service Contracts) appears in each filed copy as a caption page with no listed contracts. The copies attached to the entered Sale Orders carry the same omissions.
• Exhibit A (legal description) is populated in both agreements — which, together with the Bridge PSA for The Morgan, are the only Lurin sale agreements filed to date in which the legal description is attached rather than left blank.

Parties Involved

• Seller (Kurji VDT PSA): Lurin Real Estate Holdings XI, LLC, a Delaware limited liability company, c/o Lurin Advisors, LLC, 2850 N. Harwood Street, Suite 1700, Dallas, Texas 75201, executed by Mark Shapiro, Chief Restructuring Officer, on Aug. 27, 2026. Notices to Seller are directed to Jon Venetos and Mark Shapiro (mshapiro@glassratner.com), with a copy to Porter Hedges LLP (Attn: Joshua Wolfshohl). The Harwood Street address differs from the 2101 Cedar Springs, Suite 1050 service address stated in the case caption and in the footnote to each Sale Order, and used in the Aria and Emory agreements.
• Seller (Kurji 46 PSA): Lurin Real Estate Holdings XXXVIII, LLC, a Delaware limited liability company, at the same address and with the same notice parties, executed by Mark Shapiro, Chief Restructuring Officer, on Aug. 27, 2026.
• Purchaser (both agreements): Rahim Kurji, an individual, together with his permitted assign, executed Aug. 27, 2026 (rahimk72@gmail.com).
• Back-up bidder (both properties, per the Sale Orders): DHA Capital, LLC or its assignee, under the DHA PSA with each Round 2 Debtor dated Aug. 25, 2026 [Docket No. 759-1].
• Title Company / Escrow Agent (both agreements): Fidelity National Title, 1125 Executive Circle, Suite 220, Irving, Texas 75038 (Attn: Amanda Brower). The Title Company's acceptance and escrow acknowledgement page is undated and unexecuted in each filed copy.
• Broker: Marcus & Millichap (Attn: Ford Braly), whose commission is payable by the Seller pursuant to a separate agreement between Seller and Broker.
• Counsel to the Debtors and Debtors in Possession: Porter Hedges LLP (Joshua W. Wolfshohl, Aaron J. Power, M. Shane Johnson, Megan Young-John, James A. Keefe).
• Counsel to the Purchaser: Commercial Real Estate Law Group, 555 Republic Drive, Suite 490, Plano, Texas 75074 (Attn: Shams Merchant).
• Secured lender: KeyBank, whose liens and payment rights are addressed in both Sale Orders.
• Taxing authority: Dallas County, whose ad valorem tax liens are addressed at paragraphs 38 and 39 of both Sale Orders.
• Texas Department of Housing and Community Affairs (the "Department"), a party to the Restrictive Covenants encumbering Villas del Tesoro and addressed at Finding H and paragraph 55 of the VDT Sale Order.

Assets Being Sold

• Kurji VDT PSA: the multi-family apartment project known as "Villas del Tesoro," 7802 Villa Cliff Drive, Dallas, Texas 75228. Exhibit A describes five tracts in the William Jones Survey, Abstract No. 686, Dallas County, being parts of Blocks A/7034 and B/7035 of the Highland Villa Addition: Tract 1 (5.6776 acres), Tract 2 (6.0479 acres), Tract 3 (the Villa Cliff Drive 50-foot public right of way, 53,731 sq. ft. / 1.234 acres), Tract 4 (the Valley Glen Drive 50-foot public right of way, 10,935 sq. ft. / 0.251 acres) and Tract 5 (a 15-foot alley adjacent to Block B/7035, 12,259 sq. ft. / 0.281 acres). The conveyance therefore includes the platted street rights of way and an alley in addition to the two apartment blocks.
• Kurji 46 PSA: the multi-family apartment project known as "46Eleven," 4611 Samuell Blvd., Dallas, Texas 75228. Exhibit A describes a single tract out of the D.A. Murdock Survey, Abstract No. 998, in City Block 7052, City of Dallas, containing 128,880 square feet or 2.96 acres.
• Each Project consists of the Land and Appurtenant Rights (including roads, easements, oil, gas and other minerals, riparian and littoral rights, water rights, and sewage treatment, water capacity and utility rights); all Improvements placed, constructed or installed on the Real Property as of the Closing Date; and the Personal Property, including all fixtures, machinery, tools, signs, systems, equipment, furnishings, furniture, appliances, inventories and supplies located in, on, about or solely used in connection with the operation of the Real Property, excluding items owned by Tenants and items leased by Seller from or owned by third parties.
• Also conveyed are the Seller's interests in: all Tenant Leases and related security deposits and prepaid rents, if any; Service Contracts, subject to Paragraph 4.12 and including those listed on Exhibit I; Warranties and Guarantees and Permits, to the extent assignable; Telephone Numbers owned by Seller and used solely in connection with the Real Property; Intellectual Property relating solely to the Project, including all software relating solely to the Project and the Tenant Leases to the extent owned by Seller; Promotional Materials; marks, names, trade names and logos used solely in connection with the Project; and all other rights, privileges and appurtenances solely related to or used in connection with the operation of the Property.
• Each Sale Order defines the "Acquired Assets" as the assets, including all the improvements thereto, being acquired pursuant to the applicable PSA.
• Unlike the Aria and Emory agreements, the intellectual property and software conveyances are narrowed to property relating "solely" to the Project, matching the Fitzroy formulation.

Excluded Assets

• All bank accounts, certificates of deposit, securities, bonds, cash, cash equivalents and other investments, including Tenant Deposits (the aggregate amount of which, if any, is instead credited against the Purchase Price)
• Insurance policies, including rights to coverage and refunds of premiums, with insurance proceeds treated in accordance with Article 6
• Seller's accounting and income tax records, except those necessary for the calculation of operating expenses for the Project, with Seller permitted to retain copies
• Plans and Studies and Promotional Materials to the extent not pertaining to the Project
• Documents pertaining to existing ownership or management entities, including existing Project management contracts
• Marks, names, trade names, logos and applications used in connection with the Project, other than the Intellectual Property. As in the Aria, Emory and Fitzroy agreements, this exclusion in Paragraph 1.2(f) overlaps and is in apparent tension with Paragraph 1.1(k), which conveys to Purchaser all of the Seller's marks, names, trade names and logos used solely in connection with the Project.

Purchase Price and Earnest Money Deposits

• Kurji VDT PSA: the Purchase Price is $10,450,000, payable at Closing by wire transfer of immediately available funds to the Title Company, subject to Closing prorations and credits and less the Earnest Money Deposit, which is applied to the Purchase Price. Neither agreement carries the "subject to increase in accordance with Auction procedures" language found in the Emory agreements.
• Kurji 46 PSA: the Purchase Price is $5,550,000, on the same payment terms.
• VDT deposit: $1,020,000, due by wire to the Title Company within two business days after the Agreement, in counterparts executed by both parties, has been deposited with the Title Company pursuant to Paragraph 8.1. The deposit is approximately 9.8% of the Purchase Price, against $1,045,000 at the 10% Good Faith Deposit level specified in the Round 2 Bidding Procedures.
• 46 Eleven deposit: $380,000, on the same timing. The deposit is approximately 6.8% of the Purchase Price, against $555,000 at 10%. Neither agreement recites a waiver or reduction of the deposit requirement, which the Bidding Procedures permit on a case-by-case basis where satisfactory evidence of resources or funding commitments is provided.
• Both agreements place the deposit in an interest-bearing account and define "Earnest Money Deposit" to include all interest earned. The Bidding Procedures otherwise call for Good Faith Deposits to be held in interest-free segregated accounts.
• Failure to timely deposit the Earnest Money Deposit permits the Seller, by written notice prior to the deposit, to render the Agreement null and void, other than as to obligations and indemnities that survive termination.
• The deposit is non-refundable other than in connection with a termination under Paragraphs 6.1, 6.2, 7.2 or 12.5. At Closing it is applied as a credit against the Purchase Price; if Closing does not occur it is disbursed by the Title Company as required by the Agreement.
• Both agreements provide for return of the Earnest Money Deposit "less the Independent Consideration" in the casualty and condemnation provisions, but neither agreement carves out, defines or otherwise establishes any Independent Consideration — the same carryover from the Aria form that appears in the Emory agreements, where $100 of the deposit funded a diligence termination right that these agreements do not contain.
• The Paragraph 3.3 list of non-refundability exceptions does not include Paragraph 4.12, notwithstanding that Paragraph 4.12(c) grants Purchaser a termination right where the required Cure Escrow would exceed $100,000.

Closing Date Extension Deposits

• Kurji VDT PSA: Purchaser holds a one-time right to extend the Closing Date to Sept. 30, 2026 by written notice to Seller and the Title Company at least two business days prior to the then-scheduled Closing Date, together with concurrent deposit of $100,000 with the Title Company, held as part of the Earnest Money Deposit, non-refundable for any reason and applied to the Purchase Price at Closing.
• Kurji 46 PSA: the same one-time extension right to Sept. 30, 2026, with a $50,000 extension deposit on the same terms.
• Paragraph 46 of each Sale Order provides that the Closing Date may not be extended by agreement of the debtor and the Purchaser without KeyBank's prior written consent or further order of the Court after notice to KeyBank. The Purchaser's unilateral paid extension right under Paragraph 5.1 of each PSA is not addressed in that paragraph.

Diligence, Title and Survey

• Neither agreement contains an Inspection Period, a Post-Bid Access Period, an access or testing covenant, or any diligence-based termination right, notwithstanding that Article 4 is captioned "Title, Surveys and Inspections." Paragraph 4.6 is a Purchaser indemnity running to the Seller in respect of inspections and examinations by Purchaser or its agents or contractors, and Paragraph 4.7 is the Purchaser's acknowledgement that it is relying on its own independent examination; neither grants a right of entry.
• Within five business days after the Effective Date — Sept. 3, 2026, as calculated — the Seller must deliver at its cost a Commitment for Title Insurance issued by the Title Company for a Texas Form T-1 owner policy, together with the underlying documents and the Existing Survey. Purchaser may obtain an Updated Survey at its sole expense and must furnish a copy to Seller and the Title Company.
• "Permitted Exceptions" are defined as all matters set forth on Schedule B of the Title Commitment and/or shown on either the Existing Survey or the Updated Survey, other than those removed as a result of the Seller's obligation at Closing to convey the Property free and clear of all liens, claims and encumbrances pursuant to 11 U.S.C. § 363(f).
• Each Sale Order records a City of Dallas Privileged Water, Stormwater, and Sewer Services Lien against the applicable property, in each case junior to the KeyBank Liens: for Villas del Tesoro, recorded July 31, 2025 in the Official Records of Dallas County, Texas [Document Number 202500159071]; for 46Eleven, recorded Dec. 30, 2025 [Document Number 202500272303]. Finding G of each order states that the KeyBank Liens hold senior priority to the applicable Water Lien.
• Neither agreement contains a Title Review Period, an objection mechanic, a Seller Election Period, or any title-based termination right — a material departure from the Aria, Emory and Fitzroy agreements, each of which conditions the deposit's non-refundability in part on a Paragraph 4.3 title termination. Purchaser's protection against title matters rests on the section 363(f) conveyance, the Paragraph 4.11 condition that the Title Company be irrevocably prepared to issue its policy subject only to Permitted Exceptions, and the free-and-clear and self-executing lien-release provisions of the Sale Orders.
• Within five business days after the Effective Date, the Seller must also deliver or make available on a data sharing website (or, as to the Tenant Leases, at the Project) the Documents listed on Exhibit B, without representation or recourse, excluding Proprietary Information (credit and financial analyses, valuation materials, privileged and work-product material, appraisals and loan matters, and material the Seller is legally or contractually bound to keep confidential).
• The Exhibit B document list in each agreement runs to 36 numbered items and is materially broader than the eleven-item lists in the Aria and Emory agreements. It includes the current rent roll with lease charges and current and 2023–2025 T-12s in Excel, lease expiration and aged receivables reports, tenant demographic report, staffing plan and compensation detail, personal property inventory, Phase I environmental, property condition, zoning, architectural, engineering and soils reports, litigation status, Fire Marshall inspections, the standard lease form and all current leases, 2023–2026 tax valuations and bills, tenant cash ledgers on request, twelve months of utility billings, three months of detailed RUBS billing and collection history with coinciding utility bills and RUBS billing contacts, all third-party contracts categorized as assumable or non-assumable, insurance policies and five years of loss runs, certificates of occupancy, commercial leases with NNN reconciliation and budget, building and street addresses, rental criteria, parking log, the most recent ALTA survey, preliminary title report, rent comp survey, capital improvement and renovation summaries and related construction contracts, marketing materials, excise tax affidavit, in-unit appliance list with make, model and serial number, specified Yardi reports, and individual tenant renter's insurance policy detail.
• Purchaser must keep all diligence information strictly confidential under Paragraph 11.14 and, upon the Seller's written request following any termination, must return all copies of the Documents and of any studies, reports or test results, delivered without representation or warranty.
• Purchaser may not contact Tenants or prospective tenants during the pendency of the Agreement without the Seller's prior written approval, not to be unreasonably withheld, conditioned or delayed.

Service Contracts and Cure Mechanics

• Paragraph 4.12(a) provides that Exhibit I sets forth all Service Contracts in effect as of the Effective Date, together with the Seller's good-faith estimate of the cure amount required under section 365(b)(1) with respect to each (each, an "Estimated Cure Amount"). Exhibit I in each filed copy is an unpopulated caption page, so no Service Contracts and no Estimated Cure Amounts are identified, notwithstanding the Paragraph 9.1(c) representation that Exhibit I lists all Service Contracts binding upon Purchaser or the Project after Closing and that true and complete copies have been delivered.
• Purchaser must designate each Service Contract as either an "Assumed Service Contract" or a "Rejected Service Contract" no later than two business days prior to the hearing to consider approval of the sale (the "Assumption Election Deadline") — Aug. 31, 2026, as calculated from the Sept. 2, 2026 Sale Hearing, or two business days after the Aug. 27, 2026 Effective Date. Any contract not designated by that deadline is deemed a Rejected Service Contract, as is any contract not listed on Exhibit I and not consented to by Purchaser.
• Purchaser may, with the Seller's consent (not to be unreasonably withheld, conditioned or delayed), add or remove Service Contracts from the assumption schedule at any time prior to the Assumption Election Deadline.
• Neither agreement designates any Must-Take Service Contracts, and neither contains a Cure Cap, an individual Must-Take cure threshold, or a purchase-price-reduction mechanic of the kind found in the Fitzroy agreement.
• Cure and escrow mechanics under the PSAs:
  • Seller is responsible for and must pay, at or prior to Closing or from escrow, all Cure Amounts with respect to Assumed Service Contracts, and must file a cure notice identifying all Assumed Service Contracts and Estimated Cure Amounts by the deadline established by the Court's scheduling order or applicable local rules.
  • Seller must promptly provide Purchaser with copies of all cure objections received and may not settle any cure objection in an amount exceeding $10,000 without Purchaser's prior written consent, not to be unreasonably withheld or delayed. The corresponding Fitzroy threshold is $15,000.
  • If any Cure Amount is subject to a pending objection or dispute as of the Closing Date, the parties nonetheless proceed to Closing and the Seller deposits into a Cure Escrow the maximum asserted (or Court-estimated) amount, with aggregate Cure Escrow not to exceed $100,000 and any excess constituting a closing condition failure or Purchaser termination right. Escrowed funds are released to the counterparty upon a final, non-appealable order determining the claim, or to the Seller to the extent the claim is resolved for less. The Cure Escrow obligation survives Closing. The corresponding Fitzroy cap is $300,000.
• Paragraph 26 of each Sale Order places the Cure Cost payment obligation on the Purchaser at Closing, following the Emory rather than the Aria allocation, and provides that payment effects a cure of all defaults existing as of the assumption date and compensates the non-debtor party for any actual pecuniary loss. That allocation is the opposite of Paragraph 4.12(b) of each PSA, which makes the Seller responsible for Cure Amounts; paragraph 51 of each Sale Order provides that the Sale Order governs in the event of any inconsistency with the PSA.
• Cure Notices were provided to contract counterparties on July 31, 2026 at Docket No. 597 (VDT) and Docket No. 598 (46 Eleven). Cure Costs are fixed at the amounts set forth in the applicable Cure Notice or the Sale Order, or as otherwise agreed in writing among the debtor, the non-debtor party and the Purchaser, and counterparties are forever bound and, upon payment, enjoined from asserting cure claims.
• At Closing, the Seller assigns to Purchaser all Tenant Leases, together with all security deposits, interest owing to tenants and prepaid rents, and Purchaser assumes the Seller's obligations under the Leases accruing after Closing.

Interim Operating Covenants

• From the Effective Date until Closing, the Seller must maintain and operate the Project in substantially the same manner as previously; continue the Leases and all Service Contracts in full force and effect and not cancel, amend or renew any of them other than in the ordinary course of business; refrain from committing material physical waste; maintain all insurance policies in full force and effect as they exist on the Effective Date; and refrain, without Purchaser's prior written consent, from entering into any lease (other than standard tenant leases with rental rates and terms substantially similar to existing Tenant Leases) or other agreement or action that would encumber the Project or bind Purchaser or the Project after Closing. Unlike the Aria and Emory agreements, no deemed-consent period attaches to this leasing and encumbrance consent right.
• The Seller may enter into new leases for apartment units in the ordinary course of business without Purchaser's consent.
• The Seller must promptly notify Purchaser of any Service Contract entered into after the Effective Date and may not enter into any new Service Contract without Purchaser's prior written consent, which is deemed given if the Seller does not receive written notice of disapproval, with reasonable specificity, within three days after its request.

Conditions Precedent

• Seller's obligation to close is conditioned on (i) Purchaser's material representations being true and correct as of the Closing Date, and (ii) Purchaser's compliance in all material respects with the terms, covenants and conditions to be performed at or before Closing.
• Purchaser's obligation to close is conditioned on (i) Seller's representations being true and correct in all material respects as of the Closing Date; (ii) Seller's material compliance with its covenants; (iii) the Title Company being irrevocably prepared to issue its title policy subject only to the Permitted Exceptions; and (iv) Bankruptcy Court approval of the transaction, including issuance of the Sale Order. Condition (iv) was satisfied on Sept. 2, 2026.
• Neither agreement contains a financing contingency or a diligence termination right, and neither conditions Closing on the Sale Order becoming a Final Order. Each Sale Order is expressly effective and enforceable immediately upon entry, with the fourteen-day stays under Bankruptcy Rules 6004(h) and 6006(d) waived.

Closing and Prorations

• Kurji VDT PSA: Closing occurs on or before the later of (i) 25 days after the Effective Date — Sept. 21, 2026, as calculated; (ii) 10 days after entry of the Sale Order, provided the Sale Order specifically authorizes the Sale and Closing without the Required Consents (the "Consent Waiver") — Sept. 12, 2026, as calculated from the Sept. 2, 2026 entry; and (iii) only to the extent the Sale Order does not provide for the Consent Waiver, 10 days after receipt of the Required Consents, subject to the Purchaser's one-time extension right to Sept. 30, 2026. Taking paragraph 55 of the VDT Sale Order as supplying the Consent Waiver, the outside Closing Date is Sept. 21, 2026, as calculated.
• Kurji 46 PSA: Closing occurs on or before the later of (i) 25 days after the Effective Date and (ii) 10 days after entry of the Sale Order, subject to the same extension right — Sept. 21, 2026, as calculated. The 46 Eleven agreement contains no Required Consents construct.
• Under both agreements Closing occurs at the offices of the Title Company or such other place as the parties mutually agree, at such hour as they mutually agree but otherwise at 10 a.m., and may be effected by escrow delivery with neither party physically present.
• Closing costs are allocated in accordance with local custom, except that Seller bears its attorneys' fees, the title examination and related searches, the owner's policy premium (exclusive of endorsements or revisions requested by Purchaser or its lender), the costs of releasing existing mortgages and consensual liens, and one-half of the Title Company's escrow/closing charges; Purchaser bears its attorneys' fees, audit and inspection costs, any endorsement or extended coverage premiums, one-half of escrow/closing charges, and the cost of any Updated Survey including recertification of the Existing Survey. Neither agreement allocates stamp, documentary or transfer taxes, and neither refers to section 1146(a).
• Ad valorem and personal property taxes and special or local improvement assessments are prorated through the day prior to Closing in accordance with county practice. If rates or assessments are not yet established for the year of Closing, apportionment is on the basis of the most recent tax bill available and "such proration or credit shall be final at Closing" — there is no post-closing tax true-up, in contrast to the Aria and Emory agreements. Refunds attributable to the pre-Closing period are paid to the Seller on receipt, whether before or after Closing. The Sale Orders supplement this mechanic as to delinquent and 2026 taxes — see "Dallas County Tax Treatment" below.
• Operating expenses and utility charges accrued through the day prior to Closing are borne by the Seller and those attributable to and accruing on and after the Closing Date by Purchaser, with Purchaser causing utility billing to be transferred into its name as of the Closing Date and amounts not determinable at Closing paid promptly upon invoice. Seller receives a credit for deposits it made for any property or contracts transferred to Purchaser at Closing.
• At Closing, the Seller receives a credit for the prorated portion of unbilled utility income prior to Closing based on the average residential utility billing system ("RUBS") income billed in the last three billing cycles, with a true-up and settling payment within 30 days once the RUBS income for the month of Closing and preceding months is finally ascertained. The Aria and Emory agreements use a twelve-billing-cycle measuring period.
• Uncollected Tenant Receivables are not prorated at Closing but are apportioned as collected, applied first to receivables first coming due after Closing and applicable to the post-Closing period, retained by Purchaser; second to current receivables for the month of Closing, apportioned as of the Closing Date; and thereafter to Uncollected Delinquent Tenant Receivables, delivered to Seller. Purchaser will bill for Uncollected Delinquent Tenant Receivables in the usual course for up to two months after Closing but is not obligated to incur any cost or institute any lawsuit or collection procedure. As in the Fitzroy agreement, Paragraph 5.9 is internally inconsistent as to the Seller's post-Closing collection rights, first providing that the Seller "shall not be entitled to pursue the collection of Uncollected Delinquent Tenant Receivables after Closing" and then providing that the Seller has no right to evict or exercise any other landlord remedy "other than to sue for collection." Each party must remit amounts received for the other's account within ten business days, in Purchaser's case net of reasonable actual costs of collection.
• Between the Effective Date and Closing, the Seller must use diligent efforts to deliver all Vacant Units in Rent Ready Condition at Closing, and Purchaser may inspect all vacant units prior to Closing to verify condition. "Rent Ready Condition" is defined as a physical and finished condition that is rent-ready for occupancy by a new tenant, including all standard appliances present and installed — the Fitzroy formulation, rather than the Aria/Emory definition keyed to the Seller's own current procedures. A "Vacant Unit" is a unit unoccupied as of the Closing Date that was vacated by its most recent Tenant at least five days prior to Closing. Paragraph 5.7 refers to "any Rent Ready Credit" but neither agreement establishes a per-unit credit amount, in contrast to the $1,200 per-unit credit in the Fitzroy agreement.
• Kurji VDT PSA only: Purchaser receives a credit against the Purchase Price equal to (i) all Tenant Deposits, including prepaid rents, to which Tenants are entitled under the Tenant Leases, plus (ii) $100,000 as full monetary consideration for any repairs necessary to boiler number 5 serving the Improvements and any gas lines serving the same. The Kurji 46 PSA provides only the Tenant Deposits credit. Under paragraph 46 of each Sale Order, any post-entry increase in credits to the Purchaser requires KeyBank's prior written consent or further order of the Court.
• All income from the Project attributable to the period beginning on the Closing Date belongs to Purchaser and all income attributable to the period ending the day prior belongs to Seller, with each party immediately remitting to the other any such income it collects.
• Amounts payable under assigned Service Contracts are adjusted as of the close of business on the day of Closing, and net prorations are settled as a credit to Purchaser or an additional payment to Seller at Closing. Neither agreement contains a Post Closing Adjustment mechanic, a Final Adjustment Date, or an express survival of Article V for reproration purposes.
• Purchaser must obtain its own multi-peril and liability insurance on the Project, and any refund of premium on the Seller's policies is paid to the Seller.
• Purchaser assumes payment of commissions, locator fees and brokerage fees for new leases executed after Closing; the Seller remains liable for those relating to leases executed prior to Closing, which obligation survives Closing.

Dallas County Tax Treatment (Sale Orders, paragraphs 38 and 39)

• Dallas County's ad valorem tax liens securing the delinquent real property taxes owed by each Round 2 Debtor, including accrued penalties and interest (the "Delinquent Taxes"), attach to the sale proceeds with the same validity, priority, force and effect as they had against the Property immediately prior to Closing.
• At Closing, the closing agent or the applicable debtor must pay the Delinquent Taxes in full to Dallas County from the sale proceeds before any sale proceeds are distributed to any other creditor:
  • VDT (2025 real property taxes): $428,296.38 (the "September Payoff").
  • 46 Eleven (2023 and 2025 real property taxes): $224,963.32 (the "September Payoff").
• Each September Payoff reflects the amount required to satisfy the Delinquent Taxes only through Sept. 30, 2026. If Closing occurs thereafter, the amount is determined by an updated payoff statement issued by Dallas County and must be paid from the sale proceeds before any distribution to any other creditor. The Purchaser's one-time extension right runs to Sept. 30, 2026, so a Closing on that date remains within the quoted payoff.
• The 2026 real property taxes attributable to each Property are assumed and must be timely paid by the Purchaser, and Dallas County's ad valorem tax liens securing those taxes remain against the Property until paid in full, including any penalties and interest. To the extent the 2026 taxes are prorated, the debtor's pro rata portion is credited to the Purchaser at Closing or otherwise treated in accordance with terms agreed by the debtor, the Purchaser and KeyBank. Any dispute over the 2026 proration does not affect the Purchaser's responsibility to pay those taxes in full.
• Paragraph 15 of each Sale Order makes the KeyBank Payment expressly "subject to paragraph 38," so the Delinquent Taxes are satisfied ahead of the KeyBank remainder; the two paragraphs state the ordering differently, with paragraph 15 sequencing the Carve-Out first and paragraph 38 requiring tax payment "before any sale proceeds are distributed to any other creditor."

Closing Deliverables

• Seller deliverables include the Special Warranty Deed conveying the Property in indefeasible fee simple free and clear of any lien, encumbrance or exception pursuant to 11 U.S.C. § 363(f) other than the Permitted Exceptions; a Special Warranty Bill of Sale; the Lease Assignment and Assumption and Tenant Notice Letter; a General Conveyance, Transfer and Assignment; a Non-Foreign Affidavit; a Rent Roll dated within five business days of Closing and certified as true and correct in all material respects; an irrevocable title commitment or proforma policy binding the Title Company to issue the Owner Policy; original Tenant Leases and lease files; title affidavits and authority evidence; keys and security device combinations; originals of Service Contracts, Warranties and Guaranties, Permits and Promotional Materials to the extent in the Seller's possession; a Seller closing statement; and the Seller's operation and management files, with the Tenant Leases, lease files and management files delivered by leaving them in the property management office at the Project. Neither agreement requires the Seller to deliver a copy of the Sale Order at Closing.
• Purchaser deliverables include the Purchase Price (subject to credits and prorations and less the Earnest Money Deposit), the Tenant Notice Letter, executed counterparts of the Lease Assignment and Assumption and the General Conveyance, Transfer and Assignment Agreement, authority evidence, the amount of any costs payable by Purchaser, and a Purchaser closing statement. The Kurji VDT PSA additionally requires Purchaser to deliver a copy of the Required Consents if the Sale Order does not contain the Consent Waiver.
• The form Special Warranty Deed in each agreement is a Texas form naming the correct grantor (Lurin Real Estate Holdings XI, LLC and Lurin Real Estate Holdings XXXVIII, LLC, respectively) and the correct county (Dallas), and includes the Texas confidentiality-rights legend. Ad valorem taxes for 2026 are prorated through the deed date, with Grantee assuming payment for that year and all subsequent years — consistent with paragraph 39 of each Sale Order.
• Paragraph 16 of each Sale Order adds a pre-Closing deliverable running to KeyBank: at least three business days before Closing, the debtor must provide KeyBank with the proposed final closing or settlement statement and proposed disbursement schedule, with reasonable supporting information for all proposed charges, credits, deductions, reserves, escrows and distributions, separately identifying the KeyBank Payment as a direct disbursement to KeyBank.

Casualty and Condemnation

• Upon casualty prior to Closing, Closing is automatically extended day-by-day for up to 30 days while the Seller uses reasonable efforts to determine repair costs and, if available, furnish an independent contractor estimate and insurer confirmation of proceeds. If the Seller cannot deliver those items within that period, either party may terminate and the Earnest Money Deposit, less the Independent Consideration, is returned to Purchaser.
• The casualty threshold in both agreements is $500,000, against $1,000,000 in the Aria, Emory and Fitzroy agreements. If estimated repair costs are $500,000 or greater, Purchaser may elect within 10 days of notice to terminate or proceed, in which case the Seller assigns its insurance proceeds (net of repair and restoration costs incurred by Seller and approved by Purchaser, such approval not to be unreasonably withheld, conditioned or delayed) and pays the applicable deductible, or the cost of repair if less. As in the Emory agreements, the termination sentence is garbled, providing that if Purchaser "gives written notice of termination to Seller, then Purchaser shall conclusively be deemed to have elected to terminate."
• If estimated repair costs are less than $500,000, the Seller may elect either to repair the damage and retain the proceeds or to assign the proceeds (net of Purchaser-approved repair and restoration costs) and pay the deductible, delivering any proceeds then received at Closing, with Closing occurring on the extended Closing Date with no reduction in the Purchase Price. Risk of loss remains with the Seller until Closing.
• In the event of a condemnation or sale in lieu of condemnation of a material portion of the Project — defined as either a taking of part of the parking lot that would leave the Project out of compliance with applicable parking requirements, or a taking that includes any portion of any building at the Project — either party may terminate within 30 days after receipt of notice, a longer election window than the 10 days provided in the Aria, Emory and Fitzroy agreements. If neither terminates, the Seller assigns the condemnation claims and proceeds to Purchaser, who takes title subject to the condemnation and without reduction in the Purchase Price.
• Neither agreement contains any lender-consent provision corresponding to Paragraph 6.3 of the Aria, Emory and Fitzroy agreements; the Seller's casualty and condemnation elections are not conditioned on its lender's approval. Paragraph 53 of each Sale Order, however, expressly reserves KeyBank's rights and remedies against insurance proceeds and condemnation proceeds, among other collateral.

Termination Rights

• Either party may terminate on casualty where the Seller cannot timely deliver the required estimate and insurance confirmation; Purchaser may terminate where estimated repair costs are $500,000 or greater; either party may terminate on a material condemnation (Paragraphs 6.1 and 6.2).
• Purchaser may terminate on Seller default, after the five-day notice and cure period (Paragraph 7.2).
• Purchaser may terminate where the aggregate required Cure Escrow would exceed $100,000 (Paragraph 4.12(c)) — a right not reflected in the Paragraph 3.3 deposit-refund exceptions.
• Seller may terminate before entry of the Sale Order if it concludes in good faith, after consultation with outside advisors, that consummating the transaction would be inconsistent with its fiduciary duties (Paragraph 12.5(c)). The Sale Orders having been entered Sept. 2, 2026, that right has lapsed in both cases.
• Kurji VDT PSA only: if all Required Consents have not been obtained, or the Consent Waiver has not been included in a Sale Order entered by the Court, by Sept. 30, 2026, the Seller may as its sole and exclusive remedy either extend the time to obtain the Required Consents or the Consent Waiver or terminate the Agreement, whereupon the Earnest Money is refunded to Purchaser. Paragraph 55 of the VDT Sale Order addresses the Department's consent — see "Required Consents" below.
• Paragraph 12.5(b) of both agreements preserves the pre-Auction alternate-bid machinery, under which the Seller may terminate if it selects and consummates an Alternative Bid and the Purchaser must serve as back-up bidder if its final bid was the next highest. Because the Auction concluded on Aug. 24, 2026, three days before execution, that machinery has no remaining application; the operative back-up construct is the DHA arrangement fixed at paragraphs 35 through 37 and 54 of each Sale Order.
• Neither agreement contains an outside-closing-date termination right in favor of Purchaser corresponding to Paragraph 12.5(d) of the Aria and Emory agreements; Purchaser's only date-driven protection is the one-time paid extension to Sept. 30, 2026.
• On a Paragraph 12.5 termination, Purchaser's sole and exclusive remedy is a refund of the Earnest Money, characterized as liquidated damages.
• Neither agreement provides any break-up fee, expense reimbursement or other bid protection.
• Paragraph 46 of each Sale Order restricts the parties' ability to amend the PSA in ways that would expand any termination right of the Purchaser without KeyBank's prior written consent or further order of the Court.

Back-Up Bidder Mechanics (Sale Orders, paragraphs 35 through 37 and 54)

• Pursuant to the Bidding Procedures and the terms of the DHA PSA with each Round 2 Debtor — dated Aug. 25, 2026 and filed at Docket No. [759-1] — DHA Capital, LLC or its assignee serves as back-up bidder for each property and must keep its back-up bid open and irrevocable until the second business day after the closing of the sale with Kurji (the "Back-Up Bid Termination").
• Each debtor must give DHA prompt written notice, and in no event later than one business day after occurrence, of (i) consummation of the Sale with the Purchaser, (ii) any termination of or default under the PSA with the Purchaser, or (iii) the failure to timely or otherwise close the Sale with the Purchaser.
• Upon the Back-Up Bid Termination, DHA receives the return of its Earnest Money as defined in the DHA PSA. If DHA instead consummates the purchase as back-up bidder, the Earnest Money is credited toward the purchase price under the DHA PSA.
• At Closing, the Title Company is authorized and directed, within two business days, to wire the Earnest Money to DHA in immediately available funds to the account DHA designates in writing. As in the Emory Sale Order, paragraphs 36 and 37 state the trigger differently — the former keying return to the Back-Up Bid Termination and the latter to the Closing.
• If DHA consummates the purchase as back-up bidder, all findings, protections and provisions of the Sale Order applicable to the Purchaser apply with equal force to DHA, including the free and clear provisions, good-faith purchaser protections and successor liability protections.
• Neither Sale Order states the amount of the DHA bid or of its Earnest Money, and the DHA PSAs are not attached to the orders.

Required Consents — Texas Department of Housing and Community Affairs (Kurji VDT PSA)

• Paragraph 11.17 defines "Required Consents" as the written consent and approval of the Texas Department of Housing and Community Affairs (the "Housing Authority") to the transactions contemplated by the Agreement, together with the release of any and all guarantors that are related parties of, or affiliated with, the Seller from all liability under any and all guarantees for matters arising subsequent to the Closing Date. Villas del Tesoro is described in the Round 2 Bidding Procedures as a fully affordable tax-credit property with a 60% Average AMI Percent.
• Purchaser covenants to timely pay all fees and costs in connection with the Required Consents and to deliver all documents, certifications, information, representations, agreements and other materials reasonably required to obtain them.
• Purchaser must file all applications required by the Housing Authority within ten days after the date of the Agreement — Sept. 6, 2026, as calculated — must promptly respond to all additional requests for information, must use good faith and best efforts to timely obtain all Required Consents, and must keep the Seller timely informed of the consent process and the status of its efforts. The Seller must reasonably cooperate at no cost to itself.
• The VDT Sale Order addresses the Department directly. Finding H records that the Department, as a party to the Declaration of Land Use Restrictive Covenants for Low-Income Housing Credits dated Dec. 1, 1997 (the "Restrictive Covenants"), received due, proper, timely, adequate and sufficient notice and a reasonable opportunity to object and be heard.
• Paragraph 55 of the VDT Sale Order provides that the Purchaser takes the Acquired Assets subject to the Seller's obligations under the Restrictive Covenants and under Section 42 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder; that the PSA and the Sale Order together constitute the "Assumption Agreement" contemplated by Section 3(i) of the Restrictive Covenants, as to which the Department received sufficient notice; and that, the Department not having objected to the PSA or the Sale, (i) the Assumption Agreement is deemed acceptable to the Department and (ii) the Department is deemed to have consented to the Sale. The 46 Eleven Sale Order contains no corresponding paragraph.
• Two points to confirm before treating the Closing Date as fixed at Sept. 21, 2026: paragraph 55 does not use the defined term "Consent Waiver" and does not in terms authorize the Sale and Closing without the Required Consents; and it does not address the guarantor-release component of the Paragraph 11.17 definition of Required Consents. The Seller's extend-or-terminate remedy for failure to obtain either the Required Consents or the Consent Waiver by Sept. 30, 2026 remains on the face of the PSA.

Default and Remedies

• If Purchaser fails to consummate other than as a result of Seller default, and the failure continues for five days after written notice from Seller, the Seller's sole remedy is termination and retention of the Earnest Money Deposit as liquidated damages, which the parties acknowledge is a reasonable sum and not a penalty. The five-day notice and cure period is not present in the Aria or Emory agreements.
• If the Seller fails to consummate other than as a result of Purchaser default, and the failure continues for five days after written notice from Purchaser, Purchaser's sole remedy is to elect one of: (i) termination with a refund of the Earnest Money Deposit; (ii) closing notwithstanding the default, waiving default and reimbursement claims; or (iii) specific performance, which must be commenced within 60 days after notice of the breach and is unavailable for breaches of representations or condition failures outside the Seller's reasonable control. If specific performance is unavailable because the Seller sold the Project to a third party in violation of the Agreement, Purchaser may pursue a claim for the difference between the Purchase Price and the third-party sale price. Purchaser waives special, indirect and consequential damages. Unlike the Aria and Emory agreements, the termination election is not conditioned on Purchaser being free of breach, having satisfied all conditions precedent and being ready, willing and able to close. Neither agreement provides an expense-reimbursement component on a Seller default.
• The prevailing party in litigation regarding the Agreement may recover all costs and expenses of such litigation, including reasonable attorneys' fees, provided that all attorneys' and professional fees and expenses of the Seller related to the Bankruptcy Case are the Seller's responsibility.

Representations and Warranties

• The Seller represents and warrants, as of the Effective Date and as of the Closing Date, that: there are no bankruptcy or other debtor-relief proceedings filed by or pending against the Seller or the Project other than the Bankruptcy Case; it is a limited liability company with all requisite power and authority to own and operate its property, enter into the Agreement and consummate the transaction, and the Agreement is a valid and binding obligation enforceable against it in accordance with its terms; consummation will not violate any material order, rule or regulation applicable to the Seller or the Project or breach any agreement to which the Seller is a party; it has no employees; it is not a "foreign person," "foreign trust" or "foreign corporation" for FIRPTA purposes; it is not a blocked, banned or Specially Designated National under laws administered by OFAC and is not engaged in the transaction in violation of drug trafficking or money laundering laws; and it has granted no rights of first offer, rights of first refusal or other options to purchase the Project or its interest in the Project.
• Subject to an actual-knowledge qualifier, the Seller further represents that the Documents to be delivered are true, correct and complete in all material respects; that the Tenant Leases are the only leases, licenses or occupancy agreements in force at the Project and true, correct and complete copies have been made available; that there are no oral promises, understandings, agreements or commitments for the use, occupancy or possession of the Project; and that Exhibit I lists all Service Contracts that may bind Purchaser or the Project after Closing, true and complete copies of which have been delivered, all of which are in full force and effect and free from material default. As noted above, Exhibit I is unpopulated in both filed copies.
• The Seller represents that the Rent Roll is true, correct and complete in all material respects and is the rent roll used by Seller in the ordinary course of its business and that, except as set forth in the Rent Roll: there are no lease brokerage or leasing commission agreements; no tenant has been given free rent, a rent concession or a rent abatement; no tenant is entitled to an unperformed leasehold improvement allowance, unperformed Seller work or an offset against rent; no tenant or occupant holds a right of first refusal or option to purchase; no tenant is delinquent in the payment of rent or otherwise in material default; no tenant has delivered an uncured written notice of default; and no brokerage commissions or finder's fees remain outstanding in connection with the Tenant Leases. Unlike the Aria and Emory agreements, the delinquency representation carries no "by more than one month" qualifier and there is no separate representation regarding rent prepaid more than one month in advance, and neither agreement carries the Aria/Emory disclaimer that the Seller does not covenant that tenants will not default.
• The Seller further represents that it has received no written notice of condemnation of any portion of the Project and, to the best of its knowledge, none has been threatened; that it has received no written notice from any governmental authority that the Project violates any building code or other local, state or federal law, specifically including zoning and land use laws, the Americans with Disabilities Act or the federal Fair Housing Act; that other than the Bankruptcy Case there is no pending or, to the best of its knowledge, threatened litigation with respect to the Project except litigation covered by insurance subject to customary deductibles; and that it has duly filed all tax returns and paid all taxes, assessments, interest and penalties with respect to the operation of the Project for all periods prior to the Agreement date. The last of these sits uneasily with paragraph 38 of each Sale Order, which records unpaid 2025 Dallas County ad valorem taxes for Villas del Tesoro and unpaid 2023 and 2025 taxes for 46Eleven, and with the Water Liens recorded in 2025 against each property. Unlike the Aria and Emory agreements, the condemnation representation appears only once.
• All knowledge qualifiers are limited to the actual, present and conscious awareness of Jon Venetos, the Seller's Representative, without any duty of investigation; the Seller represents that he is the most knowledgeable person in its organization as to those matters, and no personal liability attaches to him or to any other officer or employee of the Seller for any breach.
• Purchaser represents that it has the requisite authority to enter into the Agreement and deliver the Purchase Price and other Closing items, that the persons signing on its behalf are authorized to do so, and that execution and delivery will not violate or breach any agreement to which it is a party. Neither agreement carries the condominium-conversion covenant found in the Aria and Fitzroy agreements.
• Paragraph 9.3 provides that all representations and warranties of both parties are material and "shall merge into the Deed at Closing," meaning they do not survive Closing as independent claims, notwithstanding Paragraph 9.8's statement that the provisions of Article 9 survive Closing. The two provisions are unreconciled, as in the Fitzroy agreement, and the merger clause materially limits any post-Closing claim on the Seller's Paragraph 9.1 representations. The Aria and Emory agreements take the opposite approach, providing a one-year Survival Period and express non-merger.

"As Is" Sale and Release

• Except for the express representations in Paragraph 9.1 and in Closing documents, the Seller disclaims all representations and warranties concerning the Project, including its nature, quality or condition (including water, soil and geology), suitability for Purchaser's intended uses, legal compliance, habitability, merchantability or fitness for a particular purpose, the presence of endangered or threatened species, and the accuracy or completeness of diligence materials, and makes no representation regarding hazardous substances or environmental compliance.
• Closing constitutes Purchaser's acknowledgement that the Project was accepted "as is, where is, and with all faults," based solely on Purchaser's own inspection.
• Effective at Closing, Purchaser releases the Seller and Seller Related Parties from all claims relating to the physical condition of the Project, construction defects, design or construction errors or omissions, and environmental conditions, including unknown and unsuspected claims. The release expressly excludes claims arising from the Seller's breach of the Agreement, fraud or intentional misrepresentation by the Seller or a Seller Related Party, and third-party claims accruing prior to Closing.
• The disclaimers, releases and warranties are stated to be "conspicuous" for purposes of applicable law, and the provisions of Article 9 survive Closing.
• Neither agreement contains the Aria/Emory Paragraph 9.7 assumption of the Seller's post-Closing liabilities with respect to the Project, the Tenant Leases, the Service Contracts and the Permits; Purchaser's position on liabilities is instead governed by Paragraph 11.16 below and by the successor-liability findings and injunction in each Sale Order.

No Assumed Liabilities

• Paragraph 11.16 provides that the Agreement is an agreement for the sale of assets and that none of its provisions creates any obligation or liability to any non-party, whether under a third-party beneficiary theory, transferee liability laws or otherwise. Purchaser does not assume and is not liable for any debts, liabilities or obligations of the Seller, including obligations to creditors, shareholders or owners, obligations with respect to acts, events or transactions occurring before, on or after Closing, tax obligations, or contingent liabilities, whether known or unknown, and has no duty to take any action or make any payment arising from services provided or costs incurred in connection with the management or operation of the Project prior to Closing, including cost reports, collections, audits, hearings or resulting legal action. This provision survives Closing.
• As in the Fitzroy agreement, this disclaimer sits alongside the forms of Lease Assignment and Assumption (Exhibit E) and General Conveyance, Transfer and Assignment (Exhibit G), which require Purchaser to assume and to indemnify the Seller for obligations under the assigned Leases and Contracts accruing after the assignment date, with reciprocal Seller indemnities for the pre-assignment period. It also sits alongside paragraphs 26 and 39 of each Sale Order, which place Cure Costs and the 2026 Dallas County ad valorem taxes on the Purchaser.

Assignment and Miscellaneous Provisions

• Purchaser may not assign the Agreement without the Seller's express written consent, which may be withheld in the Seller's sole discretion; if consent is given, Purchaser remains liable and the assignee must assume all obligations. Purchaser may, upon written notice to the Seller, assign to an affiliate or to an entity in which Purchaser or an affiliate is the general partner or managing member, provided the assignee assumes Purchaser's obligations in writing and Purchaser is not released. The preamble to each agreement defines "Purchaser" to include Kurji's permitted assign.
• Paragraph 11.15 provides that Purchaser's liabilities and obligations are satisfiable solely out of Purchaser's own properties and assets, with no recourse to its direct or indirect partners, affiliated partnerships or corporations, successors or assigns, or their directors, officers or shareholders — entity-form language carried over notwithstanding that the Purchaser is a natural person.
• Time is of the essence as to the Agreement and each of its provisions. References to "days" mean calendar days unless business days are specified, and any period ending on a non-business day is extended to the next business day. Paragraph 11.12 of the Kurji VDT PSA extends time periods "relating to the Inspection Period," a term the agreement neither uses nor defines; the corresponding provision in the Kurji 46 PSA omits the reference. Paragraph 47 of each Sale Order provides that all time periods set forth in the order are calculated in accordance with Bankruptcy Rule 9006(a).
• Purchaser must keep all due diligence information strictly confidential, may not issue any press release or make any public disclosure of the transaction before Closing without the Seller's written consent, and may share information only with its directors, officers, employees, agents, attorneys, prospective lenders, consultants, advisors and affiliates involved in the transaction (each of whom must be instructed to comply), in response to lawful process or subpoena or other court order with notice to the Seller, or in connection with litigation arising out of the Agreement.
• Either party may elect to treat the transaction as part of a Section 1031 exchange (an "Alternative Transaction"), with the other party required to cooperate reasonably, provided the non-electing party incurs no additional cost, expense or liability, the Agreement's time periods are not altered without its reasonable consent, and the electing party's obligations are unchanged regardless of the electing party's success or failure.
• The forms of Lease Assignment and Assumption (Exhibit E) and General Conveyance, Transfer and Assignment (Exhibit G) are each expressly made subject to, and in accordance with, the Sale Order pursuant to which the Project was sold free and clear under section 363(f), including as to any claim arising from or relating to the Leases or Contracts (including cure amounts) or the Project for any period prior to the assignment date, and each provides that nothing in the assignment expands, diminishes or otherwise modifies the protections afforded to Purchaser under the Sale Order. Exhibit G additionally recites that the assigned Contracts constitute the Assumed Service Contracts under section 365 and Paragraph 4.12, and that the Seller represents all Cure Amounts have been paid or reserved in the Cure Escrow as a condition to assumption and assignment — a representation in tension with paragraph 26 of each Sale Order, which places Cure Cost payment on the Purchaser. Both forms contain reciprocal indemnities and non-recourse provisions and are governed by Texas law.
• Each Agreement is the entire agreement of the parties on its subject matter, may be varied or amended only in writing, may be executed in electronic or PDF counterparts, contains a severability savings clause, and confers no third-party beneficiary rights. Notices are effective on personal delivery, two days after certified or registered mail, one business day after deposit with a national overnight courier, or on email transmission accompanied by a copy sent by personal delivery or courier (or on the addressee's email response).

Bankruptcy Matters and Governing Law

• Each Agreement and the Seller's ability to consummate the transactions are subject to Bankruptcy Court approval and entry of the Sale Order, which was entered for both properties on Sept. 2, 2026.
• The Sale Order must not be subject to a pending stay pending appeal, must be in form and substance reasonably acceptable to both parties, and must provide, among other things, that (i) the Property is transferred free and clear of all encumbrances (other than Permitted Exceptions) and claims; (ii) Purchaser acted in "good faith" within the meaning of section 363(m) and is entitled to its protections; (iii) the Agreement was negotiated without collusion, in good faith and from arm's-length bargaining positions and is not subject to avoidance under section 363(n); (iv) the Bankruptcy Court retains jurisdiction over related controversies; and (v) the Agreement may be specifically enforced against, and is not subject to rejection or avoidance by, the Seller or any chapter 7 or 11 trustee. The Sale Order, once entered, is automatically incorporated as Exhibit J-3. Neither agreement requires the Sale Order to become a Final Order. Each entered Sale Order contains findings and decretal provisions corresponding to items (i) through (v).
• The Seller must promptly notify Purchaser of any appeal of, or stay request from, the Sale Order and provide the related notice of appeal or order of stay, together with written notice of any motion or application filed in connection with such an appeal, and must use commercially reasonable efforts to deliver copies of related pleadings in advance of filing where reasonably practicable; inadvertent failure or failure due to emergency circumstances does not constitute a breach. The parties will use commercially reasonable efforts to defend any appeal of the Sale Order, subject to the Seller's fiduciary duties.
• The Seller will diligently pursue entry of the Sale Order under the procedures established by the Bidding Procedures Order unless it concludes in good faith, after consultation with outside advisors, that doing so would be inconsistent with its fiduciary duties. Purchaser agrees to take commercially reasonable actions to assist in obtaining entry of the Sale Order, including furnishing affidavits and information demonstrating necessary assurances of performance and that Purchaser is a good-faith purchaser under section 363(m).
• Each Agreement is performable in, and governed by, the substantive federal laws of the United States, including the Bankruptcy Code, and the laws of the state in which the Real Property is located (Texas). The Bankruptcy Court retains exclusive jurisdiction to enforce the Agreement and the Sale Order and to decide any related claims or disputes, and all related proceedings must be filed and maintained only in the Bankruptcy Court. If the Bankruptcy Cases are closed under section 350 of the Bankruptcy Code and not reopened, the parties irrevocably submit to the jurisdiction of any state or federal court sitting in Texas. This provision survives Closing.

Sale Orders (Docket Nos. 783 and 784, entered Sept. 2, 2026)

• Both orders are on substantially the same form as the Emory Sale Order. Each approves the Sale of the Acquired Assets to Rahim Kurji and authorizes and empowers the applicable debtor and the Purchaser to fully perform under, consummate and implement the terms of the PSA, including execution of all ancillary conveyance documents without further corporate action or order of the Court. All unresolved objections and reservations of rights are overruled and denied on the merits, subject to a proviso — as in the Emory order — that no preserved right or reservation may limit, impair or otherwise affect the transfer of the Acquired Assets free and clear.
• The statutory bases are sections 105, 363 and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, 9007 and 9014, and Local Rule 2002-1. Each order is a final order under 28 U.S.C. § 158(a), there is no just reason for delay, and the stays under Bankruptcy Rules 6004(h), 6006(d) and 7062 are expressly waived so that the order is effective and enforceable immediately upon entry. The automatic stay under section 362 is vacated and modified to the extent necessary to implement the PSA, and the stay imposed by Bankruptcy Rule 4001(a)(3) is waived.
• Findings include that the marketing and sale process was robust, fair, open and non-collusive; that the PSA constitutes the highest or best offer and provides greater recovery than any available alternative; that the consideration is reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable fraudulent transfer statutes; that the Purchaser is a good-faith purchaser entitled to the full protections of section 363(m) and that the Sale cannot be avoided under section 363(n); that the Purchaser is not an affiliate or insider of the applicable debtor, is not a mere continuation and would not have acquired the assets but for the successor-liability protections; and that the sale outside a plan does not constitute a sub rosa chapter 11 plan. As in the Aria order, Finding N recites that Closing presents the best opportunity to realize the value of the debtor's business "on a going concern basis," form language for a single-asset real estate sale.
• Transfer is free and clear of all Liens, Claims and Interests (each broadly defined in footnotes to each order) other than the Permitted Exceptions, on the basis that each holder either consented, is deemed to have consented under section 363(f)(2) by not objecting or by withdrawing its objection, could be compelled to accept money satisfaction, or otherwise falls within section 363(f). Each order is self-executing; the debtor and Purchaser are authorized to execute and file termination statements and releases on behalf of non-delivering lienholders, and a certified copy of the order may be recorded as conclusive evidence of release. Any filing affecting the KeyBank Liens is limited to the Acquired Assets and does not impair KeyBank's liens on Sale Proceeds or other property, and no release executed on KeyBank's behalf becomes effective until the KeyBank Payment is received.
• KeyBank protections and payment waterfall (paragraphs 15 through 19):
  • "Sale Proceeds" means all cash and noncash proceeds of the Sale, including all amounts payable to the debtor under the PSA and all refunds, adjustments, recoveries and other proceeds arising from or relating to the PSA or the Acquired Assets. Liens released from the Acquired Assets attach to the Sale Proceeds with the same validity, priority, extent and enforceability as immediately before Closing, subject to the same rights, claims, defenses and objections.
  • At Closing, the Sale Proceeds are first used to fund the unfunded portion of the professional fees included in the Carve-Out under the Cash Collateral Order, and the remainder is paid to KeyBank (the "KeyBank Payment"), subject to paragraph 38 (Dallas County Delinquent Taxes).
  • At least three business days before Closing, the debtor must provide KeyBank with the proposed final closing or settlement statement and disbursement schedule, with reasonable supporting information for all proposed charges, credits, deductions, reserves, escrows and distributions; the statement must separately identify the KeyBank Payment as a direct disbursement to KeyBank.
  • At Closing, the Title Company is authorized and directed to wire the KeyBank Payment in immediately available funds directly to the account designated in writing by KeyBank.
  • No portion of the KeyBank Payment, other than the unfunded Carve-Out professional fees, may be withheld, reserved, escrowed, surcharged, set off, recouped or otherwise reduced or deferred without KeyBank's prior written consent, and deposit into escrow or a segregated account does not constitute payment.
  • KeyBank Liens are released solely from the Acquired Assets transferred at Closing upon receipt of the KeyBank Payment. Until then, the Sale Proceeds subject to the KeyBank Liens are KeyBank's cash collateral, remain under the possession and control of the Title Company or in a segregated account acceptable to KeyBank, and may not be used or distributed absent KeyBank's written consent or further order.
• KeyBank's consent to each Sale is expressly conditioned upon the protections and reservations set forth in the order and the continued effectiveness of the Cash Collateral Order (Finding Y).
• Assumption and assignment: each debtor's assumption and assignment of the Assigned Contracts and Leases — the assumed "Service Contracts" and "Tenant Leases" identified in the PSA — is approved, and section 365 requirements are deemed satisfied. Finding BB states that no monetary or non-monetary defaults exist in the debtor's performance under the Assigned Contracts and Leases "other than the failure to pay amounts equal to the Cure Costs," the Emory formulation. Anti-assignment, penalty, recapture, renewal-condition and modification provisions, including Consents and Similar Rights, are unenforceable, void and of no force and effect; non-debtor counterparties are deemed to have consented under section 365(c)(1)(B); the debtor is relieved of further liability under section 365(k); and counterparties must cooperate with and execute, without charge, documents reasonably requested to effectuate the transfers.
• Injunctive relief: all persons and entities are forever barred, estopped and permanently enjoined from asserting against the Purchaser or its affiliates, successors, assigns and representatives any Liens, Claims or liabilities arising out of or relating to the debtor, the Acquired Assets, the Assigned Contracts and Leases or the pre-Closing operation of the business, including commencement of actions, enforcement of judgments, creation or perfection of liens, assertion of setoff or subrogation rights not asserted prepetition, and revocation or refusal to renew or acknowledge assignment of governmental authorizations, in each case other than Permitted Exceptions and the enforcement of the PSA.
• Possession: all persons in possession or control of any Acquired Assets are directed to surrender possession to the Purchaser on the Closing Date or within five business days after written request by the Purchaser, with any such request to be made no later than 30 days after the Closing Date unless otherwise agreed — the Emory formulation, rather than the open-ended Aria provision.
• Amendments: the PSA may be waived, modified, amended or supplemented by agreement of the debtor and the Purchaser without further order, provided the change is not materially adverse to the estate; but without KeyBank's prior written consent or further order after notice to KeyBank, no change may reduce the Purchase Price or the Sale Proceeds, increase any credit to the Purchaser or any Cure Costs, expense or other amount payable by the debtor or from the Sale Proceeds, extend the Closing Date, expand any Purchaser termination right, or otherwise adversely affect KeyBank or the KeyBank Liens.
• Conflicts: each Sale Order governs over the Bidding Procedures Order, any prior order or pleading, and the PSA, except that the Cash Collateral Order remains in full force and effect and is not modified or superseded other than as expressly provided in paragraphs 15 through 19. Nothing in any confirmed plan or later order (including on conversion to chapter 7) may alter or derogate from the PSA or the Sale Order, and — following the Emory rather than the Aria formulation — as between the Sale Order and the PSA, the Sale Order governs in the event of any inconsistency.
• KeyBank reservations: except for release of the KeyBank Liens upon irrevocable receipt of the KeyBank Payment, nothing determines the amount, validity, allowance, classification, priority, secured status or treatment of KeyBank's claims for any other purpose; waives or prejudices KeyBank's rights, claims, defenses or remedies against the debtor, its estate, any non-debtor guarantor or non-purchaser party, the Sale Proceeds, cash collateral, reserves, escrows, deposits, rents, insurance or condemnation proceeds or any other collateral; waives or impairs KeyBank's rights under sections 361, 363, 503, 506(b) or 507(b), the loan documents or the Cash Collateral Order, including setoff and recoupment; or authorizes use or distribution of KeyBank's cash collateral except as expressly provided.
• The Court retains jurisdiction to interpret, implement and enforce each Sale Order and the applicable PSA and to adjudicate any related disputes.
• Divergences between the two orders:
  • Water Lien: recorded July 31, 2025 [Doc. No. 202500159071] for Villas del Tesoro; Dec. 30, 2025 [Doc. No. 202500272303] for 46Eleven.
  • Delinquent Taxes: 2025 taxes of $428,296.38 (VDT); 2023 and 2025 taxes of $224,963.32 (46 Eleven).
  • Cure Notice: Docket No. 597 (VDT); Docket No. 598 (46 Eleven), both dated July 31, 2026.
  • Notice findings: Finding H of the VDT Sale Order expressly names the Texas Department of Housing and Community Affairs as a noticed party in interest by reason of the Restrictive Covenants; the 46 Eleven order contains no such reference.
  • Restrictive Covenants: paragraph 55 of the VDT Sale Order addresses the Restrictive Covenants, the Assumption Agreement and the Department's deemed consent, and the order runs to 56 paragraphs; the 46 Eleven order has no corresponding paragraph and ends its decretal provisions at paragraph 55 (retention of jurisdiction).
  • Scope language: Finding K of the 46 Eleven order refers to the free and clear sale of real property Acquired Assets "including all the improvements thereto," a phrase absent from the corresponding VDT finding.

Open Items and Drafting Discrepancies

• Exhibit I: unpopulated in both agreements, including in the copies attached to the entered Sale Orders, leaving both the Service Contracts and the Estimated Cure Amounts unidentified notwithstanding the Paragraph 4.12(a) designation mechanic, the Paragraph 9.1(c) representation, an Assumption Election Deadline that fell on Aug. 31, 2026, and paragraph 26 of each Sale Order fixing Cure Costs payable at Closing.
• Cure Cost allocation: Paragraph 4.12(b) of each PSA makes the Seller responsible for Cure Amounts, while paragraph 26 of each Sale Order places payment on the Purchaser; paragraph 51 of each order resolves the conflict in favor of the order. Exhibit G's recital that the Seller has paid or escrowed all Cure Amounts as a condition to assignment is drafted against the PSA allocation.
• Cash Collateral Order citation: the Round 2 Bidding Procedures cite Document 125 and paragraphs 28, 34 and 38 for the Carve-Out and KeyBank's stipulated claims, while both Sale Orders cite the Agreed Final Order entered April 29, 2026 at Docket No. 245. Docket No. 125 is the April 2, 2026 order entered as to the LAE Debtors.
• Cure Notice timing: the Bidding Procedures Order set an Initial Cure Notice Deadline of July 27, 2026, but both Sale Orders recite Cure Notices dated July 31, 2026.
• Back-up bidder: the Aug. 27, 2026 Notice of Successful Bidder identified no backup bidder for either property, while the Sale Orders designate DHA Capital, LLC under DHA PSAs dated Aug. 25, 2026 — two days before the Kurji PSAs and the notice. Neither order states the DHA bid amounts or Earnest Money amounts, and the DHA PSAs are not attached.
• Back-up deposit return: paragraph 36 keys return of DHA's Earnest Money to the Back-Up Bid Termination, while paragraph 37 directs the Title Company to wire it within two business days of Closing.
• Waterfall ordering: paragraph 15 sequences the Carve-Out first and the KeyBank Payment second, "subject to paragraph 38," while paragraph 38 requires the Delinquent Taxes to be paid "before any sale proceeds are distributed to any other creditor."
• Tax payoff window: each September Payoff is quoted only through Sept. 30, 2026, the same date to which the Purchaser may extend Closing; a later Closing requires an updated Dallas County payoff statement.
• Required Consents: paragraph 55 of the VDT Sale Order deems the Department to have consented and deems the PSA and order the Assumption Agreement, but does not use the defined term "Consent Waiver," does not in terms authorize Closing without the Required Consents, and does not address the guarantor-release component of the Paragraph 11.17 definition. The Seller's extend-or-terminate remedy at Sept. 30, 2026 remains on the face of the PSA.
• Tax representation: Paragraph 9.1(h) of each PSA represents that all taxes, assessments, interest and penalties with respect to the operation of the Project have been paid for all periods prior to the Agreement date, against the Delinquent Taxes recorded at paragraph 38 of each Sale Order and the recorded Water Liens.
• Independent Consideration: referenced in the casualty and condemnation return mechanics of both agreements but never carved out, defined or established.
• Title: no Title Review Period, objection mechanic or Election Period appears in either agreement, and Paragraph 3.3 accordingly contains no Paragraph 4.3 exception; Purchaser has no title-based termination right.
• Cross-references: Paragraph 4.4 opens "Notwithstanding the foregoing Paragraph 4.4," which should refer to Paragraph 4.3, and Paragraph 9.1(c) likewise refers to Documents delivered "pursuant to the terms of Paragraph 4.4" rather than 4.3; Paragraph 5.12 refers to an undefined "Assignment Agreement"; Paragraph 11.12 of the VDT agreement extends periods relating to a nonexistent "Inspection Period"; and the Kurji 46 PSA's Article 8 is captioned "Execution of Agreement and Effective Date" but contains no Effective Date provision (the Effective Date appears instead in the preamble of each agreement).
• Paragraph 3.3 does not list Paragraph 4.12 among the exceptions to non-refundability, notwithstanding the Cure Escrow termination right in Paragraph 4.12(c).
• Merger: Paragraph 9.3 merges all representations and warranties into the Deed at Closing while Paragraph 9.8 states that Article 9 survives Closing.
• Tenant Receivables: Paragraph 5.9 both bars the Seller from pursuing collection of Uncollected Delinquent Tenant Receivables after Closing and permits it to sue for collection.
• Rent Ready Credit: referenced in Paragraph 5.7 of both agreements but never quantified.
• Deposit sizing: both deposits fall short of the 10% Good Faith Deposit specified in the Round 2 Bidding Procedures, and both are held in interest-bearing rather than interest-free accounts.
• Non-recourse: Paragraph 11.15 limits recourse against the Purchaser's partners, affiliated partnerships and corporate officers, although the Purchaser is an individual.
• Title Company acceptance: undated and unexecuted in both filed copies, including those attached to the Sale Orders, though the Effective Date is fixed in the preamble and is not dependent on that acceptance.
• Sale Order date line: each order carries an unpopulated "Dated: ______, 2026" line above the judge's signature block, with the entry stamp and conformed signature showing Sept. 2, 2026 — the same artifact present in the Aria and Emory orders.

Key Dates

• Petition Date: March 30, 2026
• Cash Collateral Order Entered: April 29, 2026 [Docket No. 245]
• Bidding Procedures Order Entered: April 30, 2026 [Docket No. 248]
• Cure Notices Dated and Filed: July 31, 2026 — VDT [Docket No. 597]; 46 Eleven [Docket No. 598]
• Qualified Bid Deadline: Aug. 4, 2026, at 5 p.m. CT
• Auction Held: Aug. 24, 2026
• DHA PSAs Dated: Aug. 25, 2026 [Docket No. 759-1]
• Kurji VDT PSA and Kurji 46 PSA Effective Date and Execution: Aug. 27, 2026 (both parties executed Aug. 27, 2026)
• Notice of Successful Bidder Filed: Aug. 27, 2026 [Docket No. 753]
• Sale Objection Deadline: Aug. 31, 2026, at 5 p.m. CT
• Assumption Election Deadline: two business days prior to the Sale Hearing — Aug. 31, 2026, as calculated
• Sale Hearing: Sept. 2, 2026, at 10 a.m. CT before the Hon. Alfredo R. Perez, Courtroom 400, 515 Rusk Street, Houston — conducted and concluded
• Sale Orders Entered: Sept. 2, 2026 — VDT [Docket No. 783]; 46 Eleven [Docket No. 784]
• Earnest Money Deposit Due: within two business days after executed counterparts are deposited with the Title Company
• Title Commitment, Existing Survey and Exhibit B Documents Delivery: within five business days after the Effective Date — Sept. 3, 2026, as calculated
• Housing Authority Application Filing Deadline (VDT only): within ten days after the date of the Agreement — Sept. 6, 2026, as calculated
• KeyBank Closing Statement and Disbursement Schedule Delivery: at least three business days before Closing
• Closing Date: the later of 25 days after the Effective Date (Sept. 21, 2026, as calculated) and 10 days after entry of the Sale Order (Sept. 12, 2026, as calculated) — Sept. 21, 2026, as calculated, for both properties; for VDT, also keyed to receipt of the Required Consents absent a Consent Waiver in the Sale Order
• Purchaser Extension Option: one-time extension of the Closing Date to Sept. 30, 2026 on two business days' notice, with an additional deposit of $100,000 (VDT) or $50,000 (46 Eleven)
• Dallas County September Payoff Validity: through Sept. 30, 2026; a later Closing requires an updated payoff statement
• Required Consents / Consent Waiver Outside Date (VDT only, Seller termination or extension right): Sept. 30, 2026
• DHA Back-Up Bid Termination: the second business day after closing of the sale with Kurji
• Purchaser Turnover Request Deadline (Sale Orders, ¶20): no later than 30 days after the Closing Date, with surrender within five business days after written request

LAE Debtors — Case-Specific Terms

Parties Involved

• Sellers: Lurin Real Estate Holdings XXI, LLC, Lurin Real Estate Holdings XXVIII, LLC, and Lurin Real Estate Holdings XXXIII, LLC (collectively, the "LAE Debtors"), which filed voluntary chapter 11 petitions on March 2 and 5, 2026. The Aria and Emory Sale Orders each recite March 5, 2026 as the Petition Date for the respective debtor.
• Brokers:
  • For Latitude: Southwest Residential Partners Inc. d/b/a Newmark, 1700 Post Oak, 2 BLVD Place, Suite 400, Houston, TX 77056, Attn.: Matt Saunders.
  • For The Aria and The Emory: Cushman & Wakefield U.S., Inc., 2715 18th Place South, Homewood, AL 35209, Attn.: Craig Hey. Note, however, that Article 10 of each of the executed Emory purchase agreements identifies the Seller's broker as "[CBRE]," in brackets, rather than Cushman & Wakefield; the executed Sunchase Agreement for the Aria identifies Cushman & Wakefield U.S., Inc. by name.
• The Bidding Procedures Order entered April 17, 2026 [Docket No. 171] is recited in the Aria notice as authorizing Lurin Real Estate Holdings XXVIII, LLC to conduct an auction for substantially all of its assets, and in the Emory notice as authorizing Lurin Real Estate Holdings XXXIII, LLC to do the same. The same order, approving the Bidding Procedures attached as Exhibit 1, establishing dates and deadlines and approving assumption and assignment procedures and related notices, governs both sale processes.
• Secured lender: KeyBank National Association ("KeyBank"). On April 2, 2026 the Court entered the Agreed Order (I) Authorizing Use of Cash Collateral Pursuant to Section 363 of the Bankruptcy Code, (II) Providing Adequate Protection, (III) Granting Liens and Security Interests, and (IV) Granting Related Relief [Docket No. 125] (the "Cash Collateral Order"), which identifies KeyBank as holding prepetition security interests and grants it replacement liens (together with its prepetition liens, the "KeyBank Liens"). Paragraph 30 of the Cash Collateral Order provides that it constitutes a final order with respect to each of the Aria Debtor and the Emory Debtor.

Assets Being Sold

• Certain real properties directly held by the LAE Debtors located in Texas and Florida, with one or more potential, separate auctions contemplated.
• Latitude 2976: 734-unit multifamily property located at 201 Wilcrest Drive, Houston, TX 77042; completion year 1975; occupancy of 60.6%; average AMI percent of 62%.
• The Aria: 108-unit multifamily property (2 BR / 2 BA units at 980 sq. ft. each) in Okaloosa County, Florida; year built 1999; total area of 105,840 sq. ft.; site size of 4.86 acres; occupancy of 84.3% as of Oct. 31, 2025; market rent of $1,819 per unit. The property address is stated as 7861 318th Lane, Okaloosa County, Florida in the bidding procedures materials, but as 1861 Stella Lane, Fort Walton Beach, Florida 32548 (Okaloosa County) throughout the executed Sunchase Real Estate Purchase Agreement, the form Special Warranty Deed and the form assignment documents. The Sunchase Agreement address should be treated as controlling for the transaction documents, and the discrepancy confirmed against the legal description, which is marked "[TO BE ATTACHED]."
• The Emory: 200-unit multifamily property located at 3205 East Olive Road, Pensacola, Florida 32514, Escambia County; year built 1983; total area of 179,450 sq. ft.; site size of 16.59 acres; occupancy of 79.5% as of Oct. 31, 2025. Unit mix includes 80 units of 1 BR / 1 BA at 700 sq. ft., 81 units of 2 BR / 1 BA at 1,010 sq. ft., 14 units of 2 BR / 2 BA at 1,010 sq. ft., and 25 units of 2 BR / 2 BA at 1,100 sq. ft. The executed Emory purchase agreements state the address as 3205 E. Olive Road, Pensacola, Florida 32514.

KeyBank and Fannie Mae Credit Bids

• KeyBank and Federal National Mortgage Association ("Fannie Mae") have the absolute, unconditional, and continuing right to credit bid on a dollar-for-dollar basis all or any portion of their secured claims arising under their mortgage lien on the Latitude property, including any accrued interest, fees, costs, expenses, protective advances, and other amounts recoverable under the applicable loan documents.
• KeyBank and Fannie Mae are deemed Qualified Bidders for all purposes and are entitled to submit a credit bid at any time, including at the Auction, without submitting a written bid, deposit, or other bid materials in advance of the Bid Deadline. Any credit bid submitted by KeyBank is not subject to the Potential Bidder Requirements, Bid Requirements, or other similar provisions of the Bidding Procedures.

Deviations from the Common Terms

• Good Faith Deposit: 10% of the purchase price. All deposits constitute proceeds of the applicable secured lender's collateral and are subject to such lender's liens and claims.
• Committed Financing must be documented to the LAE Debtors' reasonable satisfaction.

Secured Creditor Rights

• All proceeds of any sale shall be paid at closing to the applicable secured creditor to satisfy secured obligations in accordance with the relative priority of valid, perfected, and unavoidable liens, unless otherwise agreed in writing by the applicable secured creditor.
• All valid, perfected liens and security interests in the property subject to the sale shall attach to the proceeds with the same validity, priority, force, and effect as immediately prior to the sale.
• No sale shall be approved unless the purchase price is sufficient to satisfy in full the secured obligations of the applicable secured creditor or is otherwise consented to by the secured creditor. Both the Aria and Emory Sale Orders record KeyBank's consent as expressly conditioned on the protections and reservations set out in those orders and on the continued effectiveness of the Cash Collateral Order.
• The LAE Debtors shall consult in good faith with the applicable secured creditor regarding all material aspects of the sale process, including bidder qualification, bid evaluation, and selection of the Successful Bidder.

Key Dates - Latitude

• Stalking Horse Bidder Designation Deadline: June 8, 2026
• Stalking Horse Objection Deadline: June 15, 2026, at 5:00 p.m. CT
• Cure Notice Deadline: June 29, 2026
• Qualified Bid Deadline: July 7, 2026, at 5:00 p.m. CT
• Cure Objection Deadline: July 13, 2026, at 5:00 p.m. CT
• Auction (if applicable): July 16, 2026, at 10:00 a.m. CT
• Notice of Successful Bidder Deadline: July 17, 2026
• Sale Objection Deadline: July 23, 2026, at 5:00 p.m. CT
• Sale Hearing: July 30, 2026, at 9:00 a.m. CT

Key Dates - The Aria and The Emory

• Stalking Horse Bidder Designation Deadline: July 2, 2026
• Stalking Horse Objection Deadline: July 9, 2026, at 5:00 p.m. CT
• Cure Notice Deadline: July 27, 2026 — the Aria Cure Notice was filed at Docket No. 577 and the Emory Cure Notice at Docket No. 576, each dated July 27, 2026
• Qualified Bid Deadline: Aug. 4, 2026, at 5:00 p.m. CT
• Cure Objection Deadline: Aug. 10, 2026, at 5:00 p.m. CT
• Auction (if applicable): Aug. 13, 2026, at 10:00 a.m. CT — cancelled as to the Aria Debtor's assets on Aug. 12, 2026, the Aria Debtor having received only one Qualified Bid; held as scheduled on Aug. 13, 2026 as to the Emory Debtor's assets.
• Notice of Successful Bidder Deadline: Aug. 14, 2026 — the Notice of Successful Bidder for the Aria Debtor's assets was filed Aug. 14, 2026 [Docket No. 671], and the Notice of Successful Bidder and Backup Bidder for the Emory Debtor's assets was filed Aug. 14, 2026 [Docket No. 678].
• Sale Objection Deadline: Aug. 21, 2026, at 5:00 p.m. CT
• Sale Hearing: Aug. 28, 2026, at 9:00 a.m. CT — conducted and concluded Aug. 28, 2026
• Sale Orders Entered: Aug. 28, 2026 — Aria [Docket No. 756]; Emory [Docket No. 755]

The Aria (Lurin XXVIII) — Auction Cancellation, Sunchase Purchase Agreement and Sale Order

Overview

• On April 17, 2026, the Bankruptcy Court entered an order [Docket No. 171] (the "Bidding Procedures Order") which, among other things, (i) approved the bidding procedures attached thereto as Exhibit 1, (ii) established certain dates and deadlines in connection with the Bidding Procedures, (iii) approved procedures for assuming and assigning certain executory contracts and unexpired leases, and certain related notices, and (iv) authorized Lurin Real Estate Holdings XXVIII, LLC (the "Debtor" or "Aria Debtor") to conduct an auction for substantially all of the Debtor's assets.
• On Aug. 12, 2026, pursuant to the Bidding Procedures, the Debtor cancelled the Auction scheduled for the Assets because it received only one Qualified Bid. The Debtor filed the Notice of Successful Bidder on Aug. 14, 2026 [Docket No. 671], attaching the executed Real Estate Purchase Agreement as Exhibit A.
• On Aug. 28, 2026, following a Sale Hearing conducted and concluded that day, the Court entered the Order (I) Approving the Sale of Substantially All Assets of Lurin Real Estate Holdings XXVIII, LLC Free and Clear of Liens, Encumbrances, Claims, and Interests, (II) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (III) Granting Related Relief [Docket No. 756] (the "Aria Sale Order"), which attaches the Sunchase Agreement as Exhibit A.
• The Debtors filed voluntary chapter 11 petitions on March 2, 2026 and dates thereafter in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, where the cases are jointly administered under the lead case In re Lurin Real Estate Holdings XXI, LLC, Case No. 26-90344 (ARP), before the Hon. Alfredo R. Perez. The Aria Sale Order recites March 5, 2026 as the Aria Debtor's Petition Date.
• Several exhibits referenced in the Sunchase Agreement are not included in the filed copy and are marked "[TO BE ATTACHED]," including Exhibit A (legal description), Exhibit J-1 (Bidding Procedures Order), Exhibit J-2 (Bidding Procedures) and Exhibit J-3 (Sale Order), as well as the legal description and permitted exceptions exhibits to the form Special Warranty Deed, the legal description and schedule of leases to the form Lease Assignment and Assumption, and the legal description, contracts, permits and warranties schedules to the form General Conveyance, Transfer and Assignment. Exhibit I (Service Contracts) is populated. The copy attached to the Aria Sale Order carries the same omissions.

Parties Involved

• Seller: Lurin Real Estate Holdings XXVIII, LLC, a Delaware limited liability company, 2101 Cedar Springs, Suite 1050, Dallas, TX 75201, executed by Mark Shapiro, Chief Restructuring Officer. Notices to Seller are directed to Jon Venetos and Mark Shapiro.
• Purchaser / Successful Bidder: Sunchase Property Group, LLC, a Florida limited liability company, 1375 W. Government Street, Pensacola, Florida 32502, executed by Preston Kyle McGee, President. The Agreement's notice provision designates Jeremy Johnson as the Purchaser's contact.
• Backup Bidder: None. The Auction was cancelled for want of a second Qualified Bid.
• Title Company / Escrow Agent: Chicago Title Insurance Company, 2699 Howell Street, Suite 200, Dallas, Texas 75204 (Attn: Anne Wirtanen). The Title Company's acceptance and escrow acknowledgement page is undated and unexecuted in the filed copy, showing only "August ____, 2026."
• Title Agent: Clark Partington, 4100 Legendary Drive, Suite 201, Destin, Florida 32541 (Attn: Scott M. Campbell, Esq.), as agent to the Title Company for the owner's policy.
• Broker: Cushman & Wakefield U.S., Inc., whose commission is payable by the Seller pursuant to a separate agreement between Seller and Broker.
• Counsel to the Debtors and Debtors in Possession: Porter Hedges LLP.
• Counsel to the Purchaser: Clark Partington, 125 East Intendencia Street, 4th Floor, Pensacola, Florida 32502 (Attn: Rhett J. Williams, Esq.). Clark Partington accordingly appears on both sides of the closing, as Purchaser's counsel and as the Title Agent issuing the title commitment at Seller's cost.
• Secured lender: KeyBank, whose liens and payment rights are addressed in the Aria Sale Order.

Auction Result

• The Debtor selected Sunchase Property Group, LLC as the Successful Bidder for substantially all of the Debtor's assets on a cash bid of $18,100,000, and negotiated the Real Estate Purchase Agreement dated as of Aug. 12, 2026 (the "Sunchase Agreement"), for which it sought and obtained approval at the Sale Hearing.
• Because the Auction was cancelled rather than held, no Backup Bidder was designated and no overbid or Starting Bid mechanics were exercised. The Aria Sale Order nonetheless recites, in Finding N, that the Aria Debtor "conducted a fair and open sale process, including the Auction."
• Participation at the Sale Hearing was permitted only by audio and video connection, via the Court's dial-in facility (832-917-1510, conference room 282694) and the GoTo platform (meeting code "JudgePerez").
• Copies of the Bidding Procedures Order, the Bidding Procedures, the Sunchase Agreement and all other filed documents are available from Kroll Restructuring Administration LLC at (844) 466-1642 (toll free U.S./Canada) or (332) 232-6593 (international), or at https://restructuring.ra.kroll.com/Lurin/.

Assets Being Sold

• The Seller owns a multi-family apartment project known as "The Aria," located at 1861 Stella Lane, Fort Walton Beach, Florida 32548 (Okaloosa County).
• The Project consists of the Land and Appurtenant Rights (including roads, easements, oil, gas and other minerals, riparian and littoral rights, water rights, and sewage treatment, water capacity and utility rights); all Improvements placed, constructed or installed on the Real Property as of the Closing Date; and the Personal Property, including all fixtures, machinery, tools, signs, systems, equipment, furnishings, furniture, appliances, inventories and supplies located in, on, about or solely used in connection with the operation of the Real Property.
  • Excluded from the Personal Property are items of furniture, furnishings, tools and trade fixtures owned by Tenants, and items leased by Seller from, or otherwise owned by, third parties.
• Also conveyed are the Seller's interests in: all Tenant Leases and related security deposits and prepaid rents; Service Contracts, subject to Paragraph 4.18, including those listed on Exhibit I; Warranties and Guarantees and Permits, to the extent assignable; Telephone Numbers owned by Seller and used solely in connection with the Real Property, excluding numbers of the Seller, manager or leasing agent that are also associated with operations other than the Project; Intellectual Property relating to the Project, including all software relating to the Project and the Tenant Leases to the extent owned by Seller; Promotional Materials; marks, names, trade names and logos used solely in connection with the Project; and all other rights, privileges and appurtenances solely related to or used in connection with the operation of the Property.

Excluded Assets

• All bank accounts, certificates of deposit, securities, bonds, cash, cash equivalents and other investments, including Tenant Deposits (the aggregate amount of which is instead credited against the Purchase Price)
• Insurance policies, including rights to coverage and refunds of premiums, with insurance proceeds treated in accordance with Article 6
• Seller's accounting and income tax records, except those necessary for the calculation of operating expenses for the Project, with Seller permitted to retain copies
• Plans and Studies and Promotional Materials to the extent pertaining only to other property of Seller or its affiliates
• Documents pertaining to existing ownership or management entities, including existing Project management contracts
• Marks, names, trade names, logos and applications used in connection with the Project, other than the Intellectual Property. As in the Fitzroy agreement, this exclusion in Paragraph 1.2(f) overlaps and is in apparent tension with Paragraph 1.1(k), which conveys to Purchaser all of the Seller's marks, names, trade names and logos used solely in connection with the Project.

Purchase Price

• The Purchase Price is $18,100,000, payable at Closing by wire transfer of immediately available funds to the Title Company, subject to Closing prorations and credits and less the Earnest Money Deposit, which is applied to the Purchase Price.
• Purchaser receives a credit against the Purchase Price equal to all Tenant Deposits, including prepaid rents, to which Tenants are entitled under the Tenant Leases.

Earnest Money Deposit

• Purchaser is required to deposit $1,000,000 (the "Earnest Money Deposit") in cash by wire transfer with the Title Company within two business days after the Agreement, in counterparts executed by both parties, has been deposited with the Title Company pursuant to Paragraph 8.1. The Agreement designates this sum as the "Good Faith Deposit" under the Bidding Procedures.
• The deposit equals approximately 5.5% of the Purchase Price, against the 10% Good Faith Deposit specified for the LAE Debtors under the Bidding Procedures; a 10% deposit would have been $1,810,000. The Bidding Procedures permit the applicable debtor to waive or reduce the deposit requirement on a case-by-case basis where satisfactory evidence of resources or funding commitments is provided, but the Agreement does not recite any such waiver.
• The deposit is placed in an interest-bearing account by the Title Company, and the defined term includes all interest earned. The Bidding Procedures otherwise call for Good Faith Deposits to be held in interest-free segregated accounts.
• $100 of the Earnest Money Deposit constitutes Independent Consideration for Purchaser's right to terminate during the Inspection Period; it is non-refundable for any reason, is applied to the Purchase Price at Closing, and is disbursed to Seller on any termination without further instruction.
• From and after the expiration or earlier waiver of the Inspection Period, the deposit is non-refundable other than in connection with a termination under Paragraphs 6.1, 6.2 or 7.2. Paragraph 12.6 nonetheless provides for a refund of the Earnest Money as Purchaser's sole and exclusive remedy on a Paragraph 12.5 termination, which is not among the Paragraph 3.3 exceptions.
• At Closing, the deposit is applied as a credit against the Purchase Price; if Closing does not occur, it is disbursed by the Title Company as required by the Agreement. On a Purchaser default where Purchaser has not first terminated under an express right, Purchaser irrevocably instructs the Title Company to deliver the deposit plus interest to Seller without further instruction or release.
• Failure to timely deposit the Earnest Money Deposit permits the Seller, by written notice prior to the deposit, to render the Agreement null and void.

Inspection Period, Title and Survey

• The Inspection Period commences on the Effective Date and ends at 5 p.m. Local Time (Houston, Texas) on the tenth day thereafter, during which Purchaser may inspect the Project and its units, subject to Tenant rights, and conduct commercially reasonable feasibility, engineering, environmental and other testing. Invasive testing requires the Seller's prior written consent, not to be unreasonably withheld, to be given or withheld within three business days of request, and may be conditioned on approval of the contractor, its insurance, the scope and method of testing, and the contractor's agreement to be bound by the confidentiality provisions.
• Purchaser holds an unqualified termination right during the Inspection Period: it may, at its sole discretion and for any reason, terminate by delivering a Termination Notice before expiration, whereupon the Title Company refunds the Earnest Money Deposit less the Independent Consideration. Failure to deliver the Termination Notice before expiration waives the right. This is a material departure from the Fitzroy agreement, which contained no diligence out.
• Inspections must occur during normal business hours on at least 48 hours' advance notice, and Purchaser must carry commercial general liability insurance of not less than $1 million naming the Seller as additional insured. Purchaser must promptly restore any damage caused by its inspections or testing and keep the Project free of mechanic's and materialmen's liens, and indemnifies the Seller in connection with its inspections, subject to carve-outs for pre-existing conditions merely discovered or disclosed and for the Seller's negligence or willful misconduct; the restoration and indemnity obligations survive Closing or termination. Purchaser must promptly inform Seller of all material defects discovered.
• Within three days after the Effective Date, the Seller must deliver a Title Commitment issued by the Title Agent, underlying documents and the Existing Survey; the date of that delivery is the Title Matters Delivery Date. Purchaser may obtain an Updated Survey at its sole expense and must object to matters shown on it within the Title Review Period. Within three business days after the Effective Date, the Seller must deliver or make available the Documents listed on Exhibit B, without representation or recourse, excluding Proprietary Information (credit and financial analyses, valuation materials, privileged and work-product material, appraisals and loan matters, and material the Seller is legally or contractually bound to keep confidential). The Exhibit B list calls for the rent roll, three years of tax bills, environmental and soil reports and no-further-action letters, engineering and property condition reports and governmental permits, existing surveys and blueprints, roof warranties, the redacted property management agreement, operating statements, capital expenditures and budget-versus-actual reports for 2025 and 2026 year to date, litigation documents and status, existing title policies and zoning documents, and all retail lease agreements and extensions and property operating materials.
• The Title Review Period runs through the tenth day following the Effective Date, running concurrently with the Inspection Period. Seller has a five-day Election Period to elect whether to cure objections and has no obligation to do so, though it must remove all monetary liens arising by, through or under Seller at Closing. If Seller elects not to cure — or fails to give notice within the Election Period, in which case it is deemed to have elected not to cure — Purchaser has until the second day following the Election Period to waive its objections in writing and accept title without diminution of the Purchase Price, or to terminate in writing; failure to do either results in a deemed waiver and the objected-to matters become Permitted Exceptions.
• Purchaser may not contact Tenants or prospective tenants without the Seller's prior written approval, not to be unreasonably withheld, conditioned or delayed. Upon Seller's written request following any termination, Purchaser must return all copies of the Documents and of any studies, reports or test results it obtained, delivered without representation or warranty.

Service Contracts

• Exhibit I lists eight Service Contracts: The Hiller Companies, LLC (fire / life safety), Waste Pro (trash service), Lewis Pest Control (pest service), Zillow Rentals (online marketing), CoStar Realty Information, Inc. (online marketing), Zion Landscaping Services LLC (landscaping), Cox Internet (internet / cable service) and Gulf Pool Services, Inc. (pool service). The Hiller Companies, Waste Pro, Lewis Pest Control and Cox Internet are designated "Must Take Service Contracts."
• Purchaser must notify Seller in writing before expiration of the Inspection Period which Service Contracts it requires the Seller to terminate as of Closing. Absent such notice, Purchaser is deemed to have approved all Service Contracts in place and will assume them at Closing.
• Purchaser must in all events assume the Must Take Service Contracts and any Service Contract not terminable on 30 days' notice without penalty, and the Seller has no obligation to terminate those.
• The Agreement states no Estimated Cure Amounts and contains no Cure Cap, cure escrow, purchase-price-reduction mechanism or cure-driven termination right of the kind found in the Fitzroy agreement. Cure treatment for the assumed contracts is therefore governed solely by the Cure Notice and Assumption and Assignment Procedures under the Bidding Procedures Order and by the Aria Sale Order.
• At Closing, the Seller assigns to Purchaser all Tenant Leases, together with all security deposits, interest owing to tenants and prepaid rents, and Purchaser assumes the Seller's obligations under the Leases accruing after Closing.

Interim Operating Covenants

• From the Effective Date until Closing, the Seller must maintain and operate the Project in substantially the same manner as previously; continue the Leases and all Service Contracts in full force and effect and not cancel, amend or renew any of them other than in the ordinary course of business; refrain from committing material physical waste; maintain all insurance policies in full force and effect as they exist on the Effective Date; and refrain from entering into any lease (other than standard tenant leases with rental rates and terms substantially similar to existing Tenant Leases) or other agreement or action that would encumber the Project or bind Purchaser or the Project after Closing without Purchaser's prior written consent, which is deemed given if Purchaser does not object with reasonable specificity within five days of request. The Seller may enter into new leases for apartment units in the ordinary course of business without Purchaser's consent.

Closing and Prorations

• Closing occurs on or before the date that is 30 days after the Effective Date, at the offices of the Title Company or such other place as the parties mutually agree, at such hour as they mutually agree but otherwise at 10 a.m., and may be effected by escrow delivery with neither party physically present.
• Closing costs are allocated in accordance with local custom, except that Seller bears its attorneys' fees, the title examination and related searches, the owner's policy premium (exclusive of endorsements or revisions requested by Purchaser or its lender), the costs of releasing existing mortgages and consensual liens, and one-half of the Title Company's escrow/closing charges; Purchaser bears its attorneys' fees, audit and inspection costs, any endorsement or extended coverage premiums, one-half of escrow/closing charges, the cost of any Updated Survey including recertification of the Existing Survey, and the full cost of any stamp or transfer taxes assessed on the transaction or the Deed. The Fitzroy agreement, by contrast, split transfer and documentary taxes and recording fees evenly and expressly contemplated a section 1146(a) exemption.
• Ad valorem and personal property taxes and special or local improvement assessments are prorated through the day prior to Closing in accordance with county practice. If rates or assessments are not yet established, apportionment is on the basis of the best available information with cash adjustments when the tax bills for the year of Closing are received; that obligation survives Closing. Refunds attributable to the pre-Closing period, including from any tax protest in process, are paid to Seller on receipt whether before or after Closing.
• Operating expenses and utility charges accrued through the day prior to Closing are borne by the Seller and those attributable to and accruing on and after the Closing Date by Purchaser, with Purchaser causing utility billing to be transferred into its name as of the Closing Date and amounts not determinable at Closing paid promptly upon invoice. Seller receives a credit for deposits it made for any property or contracts transferred to Purchaser at Closing.
• At Closing, the Seller receives a credit for the prorated portion of unbilled utility income prior to Closing based on the average residential utility billing system ("RUBS") income billed in the last twelve billing cycles, with a true-up and settling payment within 30 days once the RUBS income for the month of Closing and preceding months is finally ascertained.
• Uncollected Tenant Receivables are not prorated at Closing but are apportioned as collected, applied first to receivables first coming due after Closing and applicable to the post-Closing period, retained by Purchaser; second to current receivables for the month of Closing, apportioned as of the Closing Date; and thereafter to Uncollected Delinquent Tenant Receivables, delivered to Seller. The Seller expressly retains the right to pursue collection of Uncollected Delinquent Tenant Receivables after Closing, subject to a prohibition on eviction or other landlord remedies other than suing for collection — the opposite of the position stated in the first clause of the corresponding Fitzroy provision. Each party must remit amounts received for the other's account within ten business days, in Purchaser's case net of reasonable actual costs of collection.
• Between the Effective Date and Closing, the Seller must continue to make ready all unoccupied units in accordance with its current procedures and use commercially reasonable efforts to deliver Vacant Units in Rent Ready Condition at Closing. A "Vacant Unit" is a unit unoccupied as of the Closing Date that was vacated by its most recent Tenant at least five days prior to Closing; units vacated within five days of Closing are outside the make-ready obligation. "Rent Ready Condition" means Seller's current standard and procedures for making units ready for tenant occupancy. Purchaser may inspect all vacant units prior to Closing to verify condition. Paragraph 5.7 refers to "any Rent Ready Credit" but the Agreement establishes no per-unit credit amount, in contrast to the $1,200 per-unit credit in the Fitzroy agreement.
• All income from the Project attributable to the period beginning on the Closing Date belongs to Purchaser and all income attributable to the period ending the day prior belongs to Seller, with each party immediately remitting to the other any such income it collects.
• Amounts payable under assigned Service Contracts are adjusted as of the close of business on the day of Closing, and net prorations are settled as a credit to Purchaser or an additional payment to Seller at Closing.
• Where the final amount of an adjusted item is undetermined at Closing, an estimated initial adjustment is made and each Post Closing Adjustment is settled within 30 days of determination and statement, with all final adjustments and payments made no later than 180 days after Closing (the "Final Adjustment Date"), after which no readjustment claim may be made. Article V survives Closing for so long as required to accommodate reprorations and true-ups.
• Purchaser must obtain its own multi-peril and liability insurance on the Project, and any refund of premium on the Seller's policies is paid to the Seller.
• Purchaser assumes payment of commissions, locator fees and brokerage fees for new leases executed after Closing; the Seller remains liable for those relating to leases executed prior to Closing, which obligation survives Closing.

Closing Deliverables

• Seller deliverables include the Special Warranty Deed, a Special Warranty Bill of Sale, the Lease Assignment and Assumption and Tenant Notice Letter, a General Conveyance, Transfer and Assignment, a Non-Foreign Affidavit, a then-current certified Rent Roll, an irrevocable title commitment or proforma policy binding the Title Company to issue the Owner Policy, original Tenant Leases and lease files, title affidavits and authority evidence, keys and security device combinations, originals of Service Contracts, Warranties and Guaranties, Permits and Promotional Materials to the extent in the Seller's possession, a closing statement, and the Seller's operation and management files, with the Tenant Leases, lease files and management files delivered by leaving them in the property management office at the Project.
• Purchaser deliverables include the Purchase Price (subject to credits and prorations and less the Earnest Money Deposit), the Tenant Notice Letter, executed counterparts of the Lease Assignment and Assumption and the General Conveyance, Transfer and Assignment Agreement, authority evidence, the amount of any costs payable by Purchaser, and a closing statement.

Casualty and Condemnation

• Upon casualty prior to Closing, Closing is automatically extended day-by-day for up to 30 days while the Seller uses reasonable efforts to determine repair costs and, if available, furnish an independent contractor estimate and insurer confirmation of proceeds. If the Seller cannot deliver those items within that period, either party may terminate and the Earnest Money Deposit, less the Independent Consideration, is returned to Purchaser.
• If estimated repair costs are $1 million or greater, Purchaser may elect within 10 days of notice to terminate (with the deposit less the Independent Consideration returned) or proceed, in which case the Seller assigns its insurance proceeds (net of repair and restoration costs incurred by Seller) and pays the applicable deductible, or the cost of repair if less. If estimated repair costs are less than $1 million, the Seller may elect either to repair the damage and retain the proceeds or to assign the proceeds and pay the deductible, with Closing occurring on the extended Closing Date with no reduction in the Purchase Price. Risk of loss remains with the Seller until Closing.
• In the event of a condemnation or sale in lieu of condemnation of a material portion of the Project — defined as either a taking of part of the parking lot that would leave the Project out of compliance with applicable parking requirements, or a taking that includes any portion of any building at the Project — either party may terminate within 10 days of receipt of notice; if neither terminates, the Seller assigns the condemnation claims and proceeds to Purchaser, who takes title subject to the condemnation and without reduction in the Purchase Price.
• The Seller's final decisions and obligations regarding disbursement of insurance or condemnation proceeds are subject to the consent and approval of the Seller's lender. Unlike the Fitzroy agreement, Paragraph 6.3 provides that the Seller has no duty, obligation or liability to Purchaser if the lender fails or refuses to consent, and confers no corresponding Purchaser termination right or commercially-reasonable-efforts covenant.

Termination Rights

• Purchaser may terminate for any reason by Termination Notice delivered before expiration of the Inspection Period (Paragraph 4.15), with the Earnest Money Deposit less the Independent Consideration refunded.
• Purchaser may terminate for uncured title or survey objections within the period following the Election Period (Paragraph 4.3).
• Either party may terminate on casualty where the Seller cannot timely deliver the required estimate and insurance confirmation, and Purchaser may terminate where estimated repair costs are $1 million or greater; either party may terminate on a material condemnation (Paragraphs 6.1 and 6.2).
• Purchaser may terminate on Seller default (Paragraph 7.2) and if Closing does not occur by Oct. 31, 2026 (Paragraph 12.5(d)).
• Seller may terminate before entry of the Sale Order if it concludes in good faith, after consultation with outside advisors, that consummating the transaction would be inconsistent with its fiduciary duties (Paragraph 12.5(c)). The Sale Order having been entered Aug. 28, 2026, that right has lapsed.
• Paragraph 12.5(b) preserves alternate-bid termination rights and a backup-bidder obligation running until the second business day after closing of the sale to the alternate bidder. Because the Auction was cancelled before the Agreement was executed, that machinery has no remaining application.
• On a Paragraph 12.5 termination, Purchaser's sole and exclusive remedy is a refund of the Earnest Money, characterized as liquidated damages.

Default and Remedies

• If Purchaser fails to consummate other than as a result of Seller default, the Seller's sole remedy is termination and retention of the Earnest Money Deposit as liquidated damages, which the parties acknowledge is a reasonable sum and not a penalty.
• If the Seller fails to consummate other than as a result of Purchaser default, Purchaser's sole remedy is to elect one of: (i) termination with a refund of the Earnest Money Deposit, provided Purchaser is not otherwise in breach and is ready, willing and able to close; (ii) closing notwithstanding the default, waiving default and reimbursement claims; or (iii) specific performance, which must be commenced within 60 days after notice of the breach and is unavailable for breaches of representations or condition failures outside the Seller's reasonable control. If specific performance is unavailable because the Seller sold the Project to a third party in violation of the Agreement, Purchaser may pursue a claim for the difference between the Purchase Price and the third-party sale price. Purchaser waives special, indirect and consequential damages. The Agreement provides no expense-reimbursement component on a Seller default, unlike the $50,000 cap in the Fitzroy agreement.
• The prevailing party in litigation regarding the Agreement may recover all costs and expenses of such litigation, including reasonable attorneys' fees.

Representations and Warranties

• The Seller represents and warrants, as of the Effective Date and as of the Closing Date, that: there are no bankruptcy or other debtor-relief proceedings filed by or pending against the Seller or the Project other than the jointly administered Lurin cases; it is a Delaware limited liability company with all requisite power and authority to own and operate its property, enter into the Agreement and consummate the transaction, and the Agreement is a valid and binding obligation; consummation will not violate any material order, rule or regulation applicable to the Seller or the Project or breach any agreement to which the Seller is a party, except as disclosed in the Inspection Period deliveries; it has no employees; it is not a "foreign person," "foreign trust" or "foreign corporation" for FIRPTA purposes; it is not a blocked, banned or Specially Designated National under laws administered by OFAC and is not engaged in the transaction in violation of drug trafficking or money laundering laws; and it has granted no rights of first offer, rights of first refusal or other options to purchase the Project or its interest in the Project.
• Subject to a knowledge qualifier, the Seller further represents that the Documents to be delivered under Paragraph 4.4 are true, correct and complete in all material respects; that the Tenant Leases are the only leases, licenses or occupancy agreements in force at the Project and true and complete copies have been made available; that there are no oral promises, understandings, agreements or commitments with any party for the use, occupancy or possession of the Project; and that Exhibit I lists all Service Contracts that may bind Purchaser or the Project after Closing, true and complete copies of which have been delivered, all of which are in full force and effect and free from material default.
• The Seller represents that the Rent Roll is true, correct and complete in all material respects and is the rent roll used in the ordinary course of its business and that, except as set forth in the Rent Roll: there are no lease brokerage or leasing commission agreements; no tenant has been given free rent, a rent concession or a rent abatement; no tenant is entitled to an unperformed leasehold improvement allowance, unperformed Seller work or an offset against rent; no tenant or occupant holds a right of first refusal or option to purchase; no tenant is delinquent in rent by more than one month or otherwise in material default; no tenant has delivered an uncured written notice of default; no rental has been collected or prepaid more than one month in advance; and no brokerage commissions or finder's fees remain outstanding in connection with the Tenant Leases. The Seller does not covenant that tenants will not default, and any tenant default does not affect Purchaser's obligations.
• The Seller further represents that it has received no written notice of condemnation of any portion of the Project and, to the best of its knowledge, none has been threatened; that it has received no written notice from any governmental authority that the Project materially violates any building code or other local, state or federal law, specifically including zoning and land use laws, the Americans with Disabilities Act or the federal Fair Housing Act; that it is not a party to and has received no notice of any actual pending litigation with respect to the Project except litigation covered by insurance subject to customary deductibles; and that it has duly filed all tax returns and paid all taxes, assessments, interest and penalties with respect to the operation of the Project for all periods prior to the Agreement date. The condemnation representation appears twice, at Paragraphs 9.1(d) and 9.1(e).
• All knowledge qualifiers are limited to the actual, present and conscious awareness of Mark Shapiro, Chief Restructuring Officer, as Seller's Representative, without any duty of investigation, and no personal liability attaches to him or to any other officer or employee of the Seller for any breach. The corresponding Fitzroy and Emory agreements designated Jon Venetos.
• Purchaser represents that it has the requisite authority to enter into the Agreement and deliver the Purchase Price and other Closing items, that the persons signing on its behalf are authorized to do so, and that execution and delivery will not violate or breach any agreement to which it is a party. Purchaser further covenants that it will not cause or allow the Project to be converted to or otherwise subjected to a condominium regime, a covenant that expressly survives Closing.
• Unlike the Fitzroy agreement, the representations and warranties do not merge into the deed: Paragraph 9.3 provides that all representations and warranties of both parties are material, none merge into the deed, and all survive Closing or termination for a one-year Survival Period. Purchaser's rights are waived if the breach results from a condition or facts known to Purchaser prior to Closing, or if Purchaser fails to give written notice of the alleged breach before the Survival Period expires and to institute an action within two years and one day after the Closing Date. The concluding sentence of Paragraph 9.3 refers to "this Paragraph 9.4."
• Effective as of the Closing Date, Purchaser assumes all of the Seller's liabilities and obligations with respect to the Project, the Tenant Leases, the Service Contracts and the Permits, to the extent assigned or transferred, arising from and after the Closing Date. The Agreement contains no general disclaimer of assumed liabilities corresponding to Paragraph 11.16 of the Fitzroy agreement; Purchaser's protection against pre-Closing liabilities rests on the Sale Order and section 363(f).

"As Is" Sale and Release

• Except for the express representations in Paragraph 9.1 and in Closing documents, the Seller disclaims all representations and warranties concerning the Project, including its nature, quality or condition (including water, soil and geology), suitability for Purchaser's intended uses, legal compliance, habitability, merchantability or fitness for a particular purpose, the presence of endangered or threatened species, and the accuracy or completeness of diligence materials, and makes no representation regarding hazardous substances or environmental compliance.
• Closing constitutes Purchaser's acknowledgement that the Project was accepted "as is, where is, and with all faults," based solely on Purchaser's own inspection.
• Effective at Closing, Purchaser releases the Seller and Seller Related Parties from all claims relating to the physical condition of the Project, construction defects, design or construction errors or omissions, and environmental conditions, including unknown and unsuspected claims. The release expressly excludes claims arising from the Seller's breach of the Agreement, fraud or intentional misrepresentation by the Seller or a Seller Related Party, and third-party claims accruing prior to Closing.
• The disclaimers, releases and warranties are stated to be "conspicuous" for purposes of applicable law, and the provisions of Article 9 survive Closing.

Assignment and Miscellaneous Provisions

• Purchaser may not assign the Agreement without the Seller's express written consent, which may be withheld in the Seller's sole discretion; if consent is given, Purchaser remains liable and the assignee must assume all obligations. Purchaser may, upon written notice to the Seller, assign to an affiliate or to an entity in which Purchaser or an affiliate is the general partner or managing member, provided the assignee assumes Purchaser's obligations in writing and Purchaser is not released.
• Time is of the essence as to the Agreement and each of its provisions. References to "days" mean calendar days unless business days are specified, and any period ending on a non-business day is extended to the next business day.
• Purchaser must keep all due diligence information strictly confidential, may not issue any press release or make any public disclosure of the transaction before Closing without the Seller's written consent, and may share information only with its directors, officers, employees, agents, attorneys, prospective lenders, consultants, advisors and affiliates involved in the transaction (each of whom must be advised of the confidentiality obligation), in response to lawful process or court order with notice to the Seller, or in connection with litigation arising under the Agreement.
• Either party may elect to treat the transaction as part of a Section 1031 exchange (an "Alternative Transaction"), with the other party required to cooperate reasonably, provided the non-electing party incurs no additional cost, expense or liability, the Agreement's time periods are not altered without its reasonable consent, and the electing party's obligations are unchanged regardless of whether the exchange succeeds.
• The forms of Lease Assignment and Assumption (Exhibit E) and General Conveyance, Transfer and Assignment (Exhibit G) contain reciprocal indemnities: Purchaser indemnifies the Seller for claims, liabilities and obligations under the assigned Leases and Contracts arising or accruing after the assignment date, and the Seller indemnifies Purchaser for those arising or accruing on or prior to that date. Both forms contain non-recourse provisions running in favor of the constituent shareholders, partners, members, managers, principals, directors, officers, agents, affiliates and representatives of both parties, both are governed by Florida law, and both survive Closing. Neither form states that it is subject to the protections afforded to Purchaser under the Sale Order, as the Fitzroy and Kurji forms do.
• The Agreement is the entire agreement of the parties on its subject matter, may be varied or amended only in writing, may be executed in electronic, facsimile or PDF counterparts, contains a severability savings clause, and confers no third-party beneficiary rights. Notices are effective on personal delivery, ten days after certified or registered mail, one business day after deposit with a national overnight courier, or on facsimile or email transmission accompanied by a copy sent by personal delivery or courier (or on the addressee's email response).
• The Agreement must be executed by both parties and delivered to the Title Company no later than 5 p.m. Local Time on the second business day following the date the first party executes and delivers it, failing which the Seller may deem it null and void. The Agreement becomes effective and binding only when a counterpart has been executed and delivered by each party and the escrow deposit is delivered to the Title Company.

Bankruptcy Matters and Governing Law

• The Agreement and the Seller's ability to consummate the transactions are subject to Bankruptcy Court approval and entry of the Sale Order, which was entered Aug. 28, 2026.
• The Sale Order, the form of which was to be attached as Exhibit J-3 (not included in the filed copy of the Agreement), must be in form and substance reasonably acceptable to both parties, must not be subject to a pending stay pending appeal, and must provide, among other things, that (i) the Property is transferred free and clear of all encumbrances (other than Permitted Exceptions) and claims; (ii) Purchaser acted in "good faith" within the meaning of section 363(m) and is entitled to its protections; (iii) the Agreement was negotiated without collusion, in good faith and from arm's-length bargaining positions and is not subject to avoidance under section 363(n); (iv) the Bankruptcy Court retains jurisdiction over related controversies; and (v) the Agreement may be specifically enforced against, and is not subject to rejection or avoidance by, the Seller or any chapter 7 or 11 trustee. The Agreement does not require the Sale Order to become a Final Order, in contrast to the Fitzroy agreement.
• The Seller must promptly notify Purchaser of any appeal of, or stay request from, the Sale Order and provide related notices and any motion or application filed in connection with such an appeal, and must use commercially reasonable efforts to deliver copies of related pleadings in advance of filing where reasonably practicable; inadvertent failure or failure due to emergency circumstances does not constitute a breach. The parties will use commercially reasonable efforts to defend any appeal of the Sale Order, subject to the Seller's fiduciary duties.
• The Agreement is performable in, and governed by, the substantive federal laws of the United States, including the Bankruptcy Code, and the laws of the state in which the Real Property is located (Florida). The Bankruptcy Court retains exclusive jurisdiction to enforce the Agreement and the Sale Order and to decide any related claims or disputes, and all related proceedings must be filed and maintained only in the Bankruptcy Court. If the Bankruptcy Cases are closed under section 350 of the Bankruptcy Code and not reopened, the parties irrevocably submit to the jurisdiction of any state or federal court sitting in Florida. This provision survives Closing.

Aria Sale Order (Docket No. 756, entered Aug. 28, 2026)

• The Sale of the Acquired Assets to Sunchase Property Group, LLC is approved in all respects, and the Aria Debtor and the Purchaser are authorized and empowered to fully perform under, consummate and implement the terms of the PSA, including execution of all ancillary conveyance documents without further corporate action or order of the Court. All unresolved objections and reservations of rights are overruled and denied on the merits.
• The statutory bases are sections 105, 363 and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, 9007 and 9014, and Local Rule 2002-1. The Sale Order is a final order under 28 U.S.C. § 158(a), there is no just reason for delay, and the stays under Bankruptcy Rules 6004(h), 6006(d) and 7062 are expressly waived so that the order is effective and enforceable immediately upon entry. The automatic stay is vacated and modified to the extent necessary to implement the PSA.
• Findings include that the marketing and sale process was robust, fair, open and non-collusive; that the PSA constitutes the highest or best offer and provides greater recovery than any available alternative; that the consideration is reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable fraudulent transfer statutes; that the Purchaser is a good-faith purchaser entitled to the full protections of section 363(m) and that the Sale cannot be avoided under section 363(n); that the Purchaser is not an affiliate or insider of the Aria Debtor, is not a mere continuation and would not have acquired the assets but for the successor-liability protections; and that the sale outside a plan does not constitute a sub rosa chapter 11 plan.
• Transfer is free and clear of all Liens, Claims and Interests (each broadly defined in footnotes to the order) other than the Permitted Exceptions, on the basis that each holder either consented, is deemed to have consented under section 363(f)(2) by not objecting or by withdrawing its objection, could be compelled to accept money satisfaction, or otherwise falls within section 363(f). The order is self-executing; the Aria Debtor and Purchaser are authorized to execute and file termination statements and releases on behalf of non-delivering lienholders, and a certified copy of the order may be recorded as conclusive evidence of release.
• KeyBank protections and payment waterfall (paragraphs 15 through 19):
  • "Sale Proceeds" means all cash and noncash proceeds of the Sale, including all amounts payable to the Aria Debtor under the PSA and all refunds, adjustments, recoveries and other proceeds arising from or relating to the PSA or the Acquired Assets. Liens released from the Acquired Assets attach to the Sale Proceeds with the same validity, priority, extent and enforceability as immediately before Closing.
  • At Closing, the Sale Proceeds are first used to fund the unfunded portion of the professional fees included in the Carve-Out under the Cash Collateral Order, and the remainder is paid to KeyBank (the "KeyBank Payment").
  • At least three business days before Closing, the Aria Debtor must provide KeyBank with the proposed final closing or settlement statement and disbursement schedule, with reasonable supporting information for all proposed charges, credits, deductions, reserves, escrows and distributions; the statement must separately identify the KeyBank Payment as a direct disbursement to KeyBank.
  • At Closing, the Title Company is authorized and directed to wire the KeyBank Payment in immediately available funds directly to the account designated in writing by KeyBank.
  • No portion of the KeyBank Payment, other than the unfunded Carve-Out professional fees, may be withheld, reserved, escrowed, surcharged, set off, recouped or otherwise reduced or deferred without KeyBank's prior written consent, and deposit into escrow or a segregated account does not constitute payment.
  • KeyBank Liens are released solely from the Acquired Assets transferred at Closing upon receipt of the KeyBank Payment. Until then, the Sale Proceeds subject to the KeyBank Liens are KeyBank's cash collateral, remain under the possession and control of the Title Company or in a segregated account acceptable to KeyBank, and may not be used or distributed absent KeyBank's written consent or further order.
  • Any termination statement or lien release affecting the KeyBank Liens is limited to the Acquired Assets and does not impair KeyBank's liens on Sale Proceeds or other property, and no release executed on KeyBank's behalf becomes effective until the KeyBank Payment is received.
• Assumption and assignment: the Aria Debtor's assumption and assignment of the Assigned Contracts and Leases — the assumed "Service Contracts" and "Tenant Leases" identified in the PSA — is approved, and section 365 requirements are deemed satisfied. Finding AA states that no monetary or non-monetary defaults exist in the Aria Debtor's performance under the Assigned Contracts and Leases as of the date of the order and that there are no other defaults required to be cured. Paragraph 26 provides that at Closing the Aria Debtor (not the Purchaser) will pay the respective counterparties the Cure Costs, if any; the Emory and Round 2 Sale Orders place that obligation on the purchaser.
• Cure Costs are fixed at the amounts set forth in the Cure Notice or the Sale Order, or as otherwise agreed in writing among the Aria Debtor, the non-debtor party and the Purchaser, and counterparties are forever bound and, upon payment, enjoined from asserting cure claims. Anti-assignment, penalty, recapture, renewal-condition and modification provisions in the Assigned Contracts and Leases, including Consents and Similar Rights, are unenforceable, void and of no force and effect, non-debtor counterparties are deemed to have consented under section 365(c)(1)(B), and the Aria Debtor is relieved of further liability under section 365(k). Counterparties must cooperate with and execute, without charge, documents reasonably requested to effectuate the transfers.
• Injunctive relief: all persons and entities are forever barred, estopped and permanently enjoined from asserting against the Purchaser or its affiliates, successors, assigns and representatives any Liens, Claims or liabilities arising out of or relating to the Aria Debtor, the Acquired Assets, the Assigned Contracts and Leases or the pre-Closing operation of the business, including commencement of actions, enforcement of judgments, creation or perfection of liens, assertion of setoff or subrogation rights not asserted prepetition, and revocation or refusal to renew or acknowledge assignment of governmental authorizations, in each case other than Permitted Exceptions and the enforcement of the PSA.
• Possession: all persons in possession or control of any Acquired Assets are directed to surrender possession to the Purchaser on the Closing Date or at such time thereafter as the Purchaser may request, without prejudice to the Purchaser's turnover rights. The Emory and Round 2 Sale Orders instead fix a five-business-day response period with a 30-day outside date for the request.
• Amendments: the PSA may be waived, modified, amended or supplemented by agreement of the Aria Debtor and the Purchaser without further order, provided the change is not materially adverse to the estate; but without KeyBank's prior written consent or further order after notice to KeyBank, no change may reduce the Purchase Price or the Sale Proceeds, increase any credit to the Purchaser or any Cure Costs, expense or other amount payable by the Aria Debtor or from the Sale Proceeds, extend the Closing Date, expand any Purchaser termination right, or otherwise adversely affect KeyBank or the KeyBank Liens.
• Conflicts: the Sale Order governs over the Bidding Procedures Order, any prior order or pleading, and the PSA, except that the Cash Collateral Order remains in full force and effect and is not modified or superseded other than as expressly provided in paragraphs 15 through 19. Nothing in any confirmed plan or later order (including on conversion to chapter 7) may alter or derogate from the PSA or the Sale Order; paragraph 46 provides that in the event of such a conflict "the terms of this Sale Order and the PSA shall control," without stating which of the two prevails as between themselves — the Emory and Round 2 Sale Orders expressly resolve that question in favor of the Sale Order.
• KeyBank reservations: except for release of the KeyBank Liens upon irrevocable receipt of the KeyBank Payment, nothing determines the amount, validity, allowance, classification, priority, secured status or treatment of KeyBank's claims for any other purpose; waives or prejudices KeyBank's rights, claims, defenses or remedies against the Aria Debtor, its estate, any non-debtor guarantor or non-purchaser party, the Sale Proceeds, cash collateral, reserves, escrows, deposits, rents, insurance or condemnation proceeds or any other collateral; waives or impairs KeyBank's rights under sections 361, 363, 503, 506(b) or 507(b), the loan documents or the Cash Collateral Order, including setoff and recoupment; or authorizes use or distribution of KeyBank's cash collateral except as expressly provided.
• The Court retains jurisdiction to interpret, implement and enforce the Sale Order and the PSA and to adjudicate any related disputes.

Key Dates

• Petition Date: March 5, 2026 (LAE Debtors filed March 2 and 5, 2026)
• Bidding Procedures Order Entered: April 17, 2026 [Docket No. 171]
• Cash Collateral Order Entered: April 2, 2026 [Docket No. 125]
• Cure Notice Filed: July 27, 2026 [Docket No. 577]
• Qualified Bid Deadline: Aug. 4, 2026, at 5 p.m. CT
• Auction Cancelled: Aug. 12, 2026, the Debtor having received only one Qualified Bid
• Sunchase Agreement Date: Aug. 12, 2026
• Notice of Successful Bidder Filed: Aug. 14, 2026 [Docket No. 671]
• Sale Objection Deadline: Aug. 21, 2026, at 5 p.m. CT
• Sale Hearing: Aug. 28, 2026, at 9 a.m. CT before the Hon. Alfredo R. Perez
• Sale Order Entered: Aug. 28, 2026 [Docket No. 756]
• Earnest Money Deposit Due: within two business days after executed counterparts are deposited with the Title Company
• Inspection Period Expiration: 5 p.m. Local Time (Houston) on the tenth day after the Effective Date
• Title Review Period Expiration: ten days following the Effective Date
• Closing Date: on or before the thirtieth day after the Effective Date
• Outside Closing Date (Purchaser termination trigger): Oct. 31, 2026
• Note: the Effective Date is defined as the first date on which the Agreement, executed by both parties, is received by the Title Company. The Title Company's acceptance page in the filed copy, including the copy attached to the Sale Order, is undated and unexecuted, so the Effective Date is not fixed on the face of the document and every diligence, title and closing deadline above remains uncalculable from the filed record.

The Emory (Lurin XXXIII) — Auction Results, MB Holdings / Emory Owner Purchase Agreements and Sale Order

Overview

• On April 17, 2026, the Bankruptcy Court entered an order [Docket No. 171] (the "Bidding Procedures Order") which, among other things, (i) approved the bidding procedures attached thereto as Exhibit 1, (ii) established certain dates and deadlines in connection with the Bidding Procedures, (iii) approved procedures for assuming and assigning certain executory contracts and unexpired leases, and certain related notices, and (iv) authorized Lurin Real Estate Holdings XXXIII, LLC (the "Debtor" or "Emory Debtor") to conduct an auction for substantially all of the Debtor's assets.
• The Auction was held on Aug. 13, 2026. On that date the Debtor selected MB Holdings, LLC as the Successful Bidder and Emory Owner LLC as the Backup Bidder, and filed the Notice of Successful Bidder and Backup Bidder for the Emory Debtor's Assets on Aug. 14, 2026 [Docket No. 678].
• On Aug. 18, 2026, the Debtor filed the Notice of Real Estate Purchase Agreements for the Successful Bidder and Backup Bidder for the Emory Debtor's Assets [Docket No. 706], attaching the Real Estate Purchase Agreement with MB Holdings, LLC as Exhibit A (the "MB Holdings PSA") and the Real Estate Purchase Agreement with Emory Owner LLC as Exhibit B (the "Emory Owner PSA"). Both agreements are dated as of Aug. 13, 2026.
• On Aug. 28, 2026, following a Sale Hearing conducted and concluded that day, the Court entered the Order (I) Approving the Sale of Substantially All Assets of Lurin Real Estate Holdings XXXIII, LLC Free and Clear of Liens, Encumbrances, Claims, and Interests, (II) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (III) Granting Related Relief [Docket No. 755] (the "Emory Sale Order"), which approves the sale to MB Holdings, LLC on its $24,100,000 Qualified Bid and attaches the MB Holdings PSA as Exhibit A. The Emory Sale Order recites March 5, 2026 as the Emory Debtor's Petition Date.
• Both purchase agreements are built on the same form used for the Aria Debtor's Sunchase Agreement, with materially fewer negotiated provisions: neither contains an Inspection Period, a diligence termination right, cure escrow or Cure Cap mechanics, or a Rent Ready Credit amount.
• Several exhibits are not included in the filed copies and are marked "[TO BE ATTACHED]," including in each agreement Exhibit A (legal description), Exhibit I (Service Contracts) and Exhibit J (form of Sale Order), as well as the legal description and permitted exceptions exhibits to the form Special Warranty Deed, the legal description and schedule of leases to the form Lease Assignment and Assumption, and the legal description, contracts, permits and warranties schedules to the form General Conveyance, Transfer and Assignment. In the Emory Owner PSA, Exhibit I is not merely omitted but is left as a drafting placeholder reading "[Insert List, identify must take contracts with *]." The copy of the MB Holdings PSA attached to the Emory Sale Order carries the same omissions.
• Copies of the Bidding Procedures Order, the Bidding Procedures, the MB Holdings PSA, the Emory Owner PSA and all other filed documents are available from Kroll Restructuring Administration LLC at (844) 466-1642 (toll free U.S./Canada) or (332) 232-6593 (international), or at https://restructuring.ra.kroll.com/Lurin/.

Parties Involved

• Seller (both agreements): Lurin Real Estate Holdings XXXIII, LLC, a Delaware limited liability company, 2101 Cedar Springs, Suite 1050, Dallas, Texas 75201. Notices to Seller are directed to Jon Venetos and Mark Shapiro (mshapiro@glassratner.com), with a copy to Porter Hedges LLP (Attn: Joshua Wolfshohl).
• Purchaser / Successful Bidder: MB Holdings, LLC, an Alabama limited liability company, 701 13th Street, Phenix City, AL 36867. The MB Holdings PSA was executed for the Purchaser by Michael S. Bowden, Manager, on Aug. 14, 2026, while the notice provision designates Brad Bowden (BradBowden@Bowdencompanies.net) as the Purchaser's contact. The Seller executed on Aug. 18, 2026 by Mark Shapiro, Chief Restructuring Officer — five days after the stated agreement date and the auction.
• Purchaser / Backup Bidder: Emory Owner LLC, a Delaware limited liability company, c/o CLK Properties, 135 Crossways Park Drive, Suite 401, Woodbury, NY 11797 (Attn: Peter Glass). The Emory Owner PSA was executed for the Purchaser by Peter Glass, Authorized Signatory, on Aug. 13, 2026. The Seller's signature block in the filed copy is blank as to name, title and date.
• Title Company: Chicago Title Insurance Company, 2699 Howell Street, Suite 200, Dallas, Texas 75204 (Attn: Anne Wirtanen) under the MB Holdings PSA; "Chicago Title" under the Emory Owner PSA (Paragraph 4.2), without further identifying detail.
• Escrow Agent for deposits: GlassRatner Advisory and Capital, 3445 Peachtree Road NE, Suite 1225, Atlanta, GA 30326 (Attn: Todd Beresin, Chief Financial Officer), which holds the Good Faith Deposits submitted under the Bidding Procedures.
• Broker: each agreement's Article 10 provides that the Seller will pay the commission due to "[CBRE]" pursuant to a separate agreement. The bracketed name is inconsistent with the Bidding Procedures, which identify Cushman & Wakefield U.S., Inc. (Attn: Craig Hey) as the broker for The Aria and The Emory.
• Counsel to the Debtors and Debtors in Possession: Porter Hedges LLP (Joshua W. Wolfshohl, Aaron J. Power, M. Shane Johnson, Megan Young-John, James A. Keefe).
• Counsel to MB Holdings: Davidson, Davidson, Umbach & Forbus, LLC, 310 Samford Village Ct, Ste 200, Auburn, AL 36830 (Attn: David Wisdom).
• Counsel to Emory Owner: Mandelbaum Barrett PC, 3 Becker Farm Road, Suite 105, Roseland, NJ 07068 (Attn: Jeffrey M. Rosenthal, Esq.).
• Deed preparer: Porter Hedges LLP (Attn: David C. Martin) under the form Special Warranty Deed in both agreements.
• Secured lender: KeyBank, whose liens and payment rights are addressed in the Emory Sale Order.

Auction Results

• The Auction took place on Aug. 13, 2026. MB Holdings, LLC was selected as Successful Bidder on a cash bid of $24,100,000, and Emory Owner LLC was designated Backup Bidder on a cash bid of $23,850,000 — a spread of $250,000, or approximately 1.0%.
• At the Sale Hearing the Court approved the Sale to MB Holdings, LLC on the terms of the MB Holdings PSA and entered the Emory Sale Order.
• Each agreement recites that the Purchase Price "is subject to increase in accordance with Auction procedures and Purchaser's right to submit additional bids" — form language carried over from the pre-Auction draft that has no remaining application, the Auction having concluded before execution.
• Participation at the Sale Hearing was permitted only by audio and video connection, via the Court's dial-in facility (832-917-1510, conference room 282694) and the GoTo platform (meeting code "JudgePerez").

Assets Being Sold

• The Seller owns a multi-family apartment project known as "The Emory," located at 3205 E. Olive Road, Pensacola, Florida 32514.
• The Project consists, under both agreements, of the Land and Appurtenant Rights (including roads, easements, oil, gas and other minerals, riparian and littoral rights, water rights, and sewage treatment, water capacity and utility rights); all Improvements placed, constructed or installed on the Real Property as of the Closing Date; and the Personal Property, including all fixtures, machinery, tools, signs, systems, equipment, furnishings, furniture, appliances, inventories and supplies located in, on, about or solely used in connection with the operation of the Real Property.
  • Excluded from the Personal Property are items of furniture, furnishings, tools and trade fixtures owned by Tenants, and items leased by Seller from, or otherwise owned by, third parties.
• Also conveyed are the Seller's interests in: all Tenant Leases and related security deposits and prepaid rents; Service Contracts, stated to be subject to Paragraph 4.18 and including those listed on Exhibit I; Warranties and Guarantees and Permits, to the extent assignable; Telephone Numbers owned by Seller and used solely in connection with the Real Property, excluding numbers of the Seller, manager or leasing agent that are also associated with operations other than the Project; Intellectual Property relating to the Project, including all software relating to the Project and the Tenant Leases to the extent owned by Seller; Promotional Materials; marks, names, trade names and logos used solely in connection with the Project; and all other rights, privileges and appurtenances solely related to or used in connection with the operation of the Property.

Excluded Assets

• All bank accounts, certificates of deposit, securities, bonds, cash, cash equivalents and other investments, including Tenant Deposits (the aggregate amount of which is instead credited against the Purchase Price)
• Insurance policies, including rights to coverage and refunds of premiums, with insurance proceeds treated in accordance with Article 6
• Seller's accounting and income tax records, except those necessary for the calculation of operating expenses for the Project, with Seller permitted to retain copies
• Plans and Studies and Promotional Materials to the extent pertaining only to other property of Seller or its affiliates
• Documents pertaining to existing ownership or management entities, including existing Project management contracts
• Marks, names, trade names, logos and applications used in connection with the Project, other than the Intellectual Property. As in the Aria and Fitzroy agreements, this exclusion in Paragraph 1.2(f) overlaps and is in apparent tension with Paragraph 1.1(k), which conveys to Purchaser all of the Seller's marks, names, trade names and logos used solely in connection with the Project.

Purchase Price and Earnest Money Deposits

• MB Holdings PSA: the Purchase Price is $24,100,000, payable at Closing by wire transfer of immediately available funds to the Title Company, subject to Closing prorations and credits and less the Earnest Money Deposit, which is applied to the Purchase Price.
• Emory Owner PSA: the Purchase Price is $23,850,000, on the same payment terms.
• Under both agreements, Purchaser receives a credit against the Purchase Price equal to all Tenant Deposits, including prepaid rents, to which Tenants are entitled under the Tenant Leases.
• MB Holdings deposit: Purchaser previously deposited a $2,000,000 Good Faith Deposit with GlassRatner Advisory and Capital ("GR"), which the parties are to direct GR to transfer to the Title Company within two business days after the Effective Date, whereupon it becomes the "Earnest Money Deposit." GR's acknowledgement page, executed by Todd Beresin, Chief Financial Officer, confirms prior receipt and continued holding of the deposit and agrees to transfer it on verbal confirmation of wiring instructions from Seller and the Title Company.
• Emory Owner deposit: Purchaser submitted a $2,200,000 initial deposit by wire with GlassRatner as Escrow Agent, and the Seller acknowledges Escrow Agent's receipt. The Emory Owner PSA does not provide for transfer of the deposit to the Title Company, yet Paragraphs 3.4 and 3.5 direct that the deposit be disbursed by the Title Company if Closing does not occur and, on a Purchaser default, delivered by the Title Company to Seller. The holder of the funds and the party directed to disburse them are therefore inconsistent on the face of the document.
• Deposit sizing against the Bidding Procedures: the LAE Debtors' Good Faith Deposit requirement is 10% of the Purchase Price. The MB Holdings deposit is approximately 8.3% of $24,100,000, against $2,410,000 at 10%; the Emory Owner deposit is approximately 9.2% of $23,850,000, against $2,385,000 at 10%. Neither agreement recites a waiver or reduction of the deposit requirement, which the Bidding Procedures permit on a case-by-case basis where satisfactory evidence of resources or funding commitments is provided.
• Both agreements place the deposit in an interest-bearing account and define "Earnest Money Deposit" to include all interest earned. The Bidding Procedures otherwise call for Good Faith Deposits to be held in interest-free segregated accounts.
• Under both agreements the deposit is non-refundable other than in connection with a termination under Paragraphs 6.1, 6.2 or 7.2 or Article 12. At Closing it is applied as a credit against the Purchase Price. On a Purchaser default where Purchaser has not first terminated under an express right, Purchaser irrevocably instructs the Title Company to deliver the deposit plus interest to Seller without further instruction, authorization or release.
• Both agreements repeatedly provide for return of the Earnest Money Deposit "less the Independent Consideration" in the casualty and condemnation provisions, but neither agreement carves out, defines or otherwise establishes any Independent Consideration — a carryover from the Aria form, where $100 of the deposit was designated as Independent Consideration for a diligence termination right that neither Emory agreement contains.

Diligence, Title and Survey

• Neither agreement contains an Inspection Period, a Post-Bid Access Period, or any diligence-based termination right. Purchaser's Paragraph 4.6 acknowledgement that it is relying on its own independent examination is retained, but the corresponding access, testing, insurance, restoration and indemnity machinery found in the Aria and Fitzroy agreements is absent.
• Within three days after the Effective Date, the Seller must deliver a Title Commitment, the underlying documents and the Existing Survey at Seller's cost; that delivery date is the Title Matters Delivery Date. Purchaser may obtain an Updated Survey at its sole expense and must object to matters shown on it within the Title Review Period.
• The MB Holdings PSA specifies a Commitment for Title Insurance "for a Texas Form T-1 owner policy of title insurance," notwithstanding that the Real Property is in Escambia County, Florida. The Emory Owner PSA refers generically to "the policy of title insurance."
• The Title Review Period runs through the tenth day following the Effective Date under both agreements. If Purchaser does not object within that period, it is deemed to have accepted all title and survey matters, which become Permitted Exceptions.
• Election Period: the Seller has no obligation to cure objections, though it must remove all monetary liens arising by, through or under Seller at Closing. The Emory Owner PSA sets a three-day Election Period ending at 5 p.m. on the third day after Seller's receipt of the objection notice. The MB Holdings PSA is internally inconsistent, describing "a period of three (3) days" that ends "at 5:00 p.m. Local Time ... on the fifth (5th) day thereafter."
• If Seller elects not to cure, or fails to give notice within the Election Period (in which case it is deemed to have elected not to cure), Purchaser has until the second day following the Election Period to waive its objections in writing and accept title without diminution of the Purchase Price, or to terminate in writing; failure to do either results in a deemed waiver and the objected-to matters become Permitted Exceptions.
• Both agreements define deadlines by reference to "Local Time (as defined in Paragraph 4.6 below)," but Paragraph 4.6 in each agreement is the "as is" reliance acknowledgement and defines no such term.
• Within three business days after the Effective Date, the Seller must deliver or make available the Documents listed on Exhibit B, without representation or recourse, excluding Proprietary Information (credit and financial analyses, valuation materials, privileged and work-product material, appraisals and loan matters, and material the Seller is legally or contractually bound to keep confidential). The MB Holdings PSA permits delivery at the Project or on a data sharing website; the Emory Owner PSA contemplates a data sharing website only.
• Exhibit B document lists differ slightly: both call for the Rent Roll, three years of tax bills, environmental and soil reports and no-further-action letters, engineering and property condition reports and governmental permits, existing surveys and blueprints, roof warranties, the redacted property management agreement, 2025 and year-to-date 2026 operating statements and budget-versus-actual reports, litigation documents and status, and existing title policies and zoning documents. The MB Holdings list closes with "all retail lease agreements and extensions" — an apparent carryover, the Project being multifamily — while the Emory Owner list refers to "all lease agreements and extensions" and adds utility bills for the previous 12 months.
• Purchaser may not contact Tenants or prospective tenants during the pendency of the Agreement without the Seller's prior written approval, not to be unreasonably withheld, conditioned or delayed.

Service Contracts

• Under Paragraph 4.10 of both agreements, Purchaser must assume the Service Contracts identified on Exhibit I as "Must Take Service Contracts" and any Service Contract not terminable on 30 days' notice without penalty, and the Seller has no obligation to terminate those.
• Exhibit I is "[TO BE ATTACHED]" in the MB Holdings PSA and is an unpopulated placeholder in the Emory Owner PSA. No Must Take Service Contracts are therefore identified in either filed copy, notwithstanding that Paragraph 9.1(c) of each agreement represents that Exhibit I lists all Service Contracts that may bind Purchaser or the Project after Closing and that true and complete copies have been delivered.
• The Emory Owner PSA adds that the Seller must use commercially reasonable efforts to provide the list of Must Take Service Contracts prior to execution of the agreement — an obligation that was not satisfied on the face of the filed copy.
• Neither agreement contains the Aria form's pre-Closing termination-election mechanic, and neither states Estimated Cure Amounts or provides a Cure Cap, cure escrow, purchase-price-reduction mechanism or cure-driven termination right of the kind found in the Fitzroy and Kurji agreements. Cure treatment for the assumed contracts is governed solely by the Cure Notice and Assumption and Assignment Procedures under the Bidding Procedures Order and by the Emory Sale Order, which fixes Cure Costs and assigns payment to the Purchaser at Closing.
• Paragraph 1.1(e) of each agreement makes the conveyance of Service Contracts "[s]ubject to Paragraph 4.18 below," but Article 4 of each agreement ends at Paragraph 4.10 and contains no Paragraph 4.18. Paragraph 5.12 likewise refers to Service Contracts assigned "pursuant to the Assignment Agreement (hereinafter defined)," a term the agreements never define.
• At Closing, the Seller assigns to Purchaser all Tenant Leases, together with all security deposits, interest owing to tenants and prepaid rents, and Purchaser assumes the Seller's obligations under the Leases accruing after Closing.

Interim Operating Covenants

• Until the Closing Date, the Seller must maintain and operate the Project in substantially the same manner as previously; continue the Leases and all Service Contracts in full force and effect and not cancel, amend or renew any of them other than in the ordinary course of business; refrain from committing material physical waste; maintain all insurance policies in full force and effect as they exist on the Effective Date; and refrain from entering into any lease (other than standard tenant leases with rental rates and terms substantially similar to existing Tenant Leases) or other agreement or action that would encumber the Project or bind Purchaser or the Project after Closing without Purchaser's prior written consent, which is deemed given if Purchaser does not object with reasonable specificity within five days of request. The Seller may enter into new leases for apartment units in the ordinary course of business without Purchaser's consent.
• The consent-deemed-given provision in each agreement is garbled, providing that consent is deemed given "if within five (5) days after the Seller's request Seller does not receive written notice from Purchaser disapproving."

Conditions Precedent

• Seller's obligation to close is conditioned on (i) Purchaser's material representations being true and correct as of the Closing Date, and (ii) Purchaser's compliance in all material respects with the terms, covenants and conditions to be performed at or before Closing.
• Purchaser's obligation to close is conditioned on (i) Seller's representations being true and correct in all material respects as of the Closing Date; (ii) Seller's material compliance with its covenants; (iii) the Title Company being prepared to issue its title policy subject only to the Permitted Exceptions; and (iv) Bankruptcy Court approval of the transaction, including issuance of the Sale Order.
• Neither agreement contains a financing contingency or a diligence termination right, and neither conditions Closing on the Sale Order becoming a Final Order.

Closing and Prorations

• Closing timing differs materially between the two agreements. Under the MB Holdings PSA, Closing occurs on or before the date that is ten days after entry of the Sale Order, provided the Sale Order is not stayed, or such earlier date as the parties agree in writing. With the Sale Order entered Aug. 28, 2026 and effective immediately upon entry, that fixes an outside Closing Date of Sept. 7, 2026, as calculated. Under the Emory Owner PSA, Closing occurs on the date that is 45 days after the Effective Date, or such earlier date as the parties agree.
• Under both agreements Closing occurs at the offices of the Title Company or such other place as the parties mutually agree, at such hour as they mutually agree but otherwise at 10 a.m., and may be effected by escrow delivery with neither party physically present.
• Closing costs are allocated in accordance with local custom, except that Seller bears its attorneys' fees, the title examination and related searches, the owner's policy premium (exclusive of endorsements or revisions requested by Purchaser or its lender), the costs of releasing existing mortgages and consensual liens, and one-half of the Title Company's escrow/closing charges; Purchaser bears its attorneys' fees, audit and inspection costs, any endorsement or extended coverage premiums, one-half of escrow/closing charges, the cost of any Updated Survey including recertification of the Existing Survey, and any stamp, documentary stamp or other transfer taxes. The Emory Owner PSA qualifies the transfer-tax allocation with the proviso that such taxes are not exempt under the Bankruptcy Code; the MB Holdings PSA contains no such proviso and no reference to section 1146(a).
• Ad valorem and personal property taxes and special or local improvement assessments are prorated through the day prior to Closing in accordance with county practice. If rates or assessments are not yet established, apportionment is on the basis of the best available information with cash adjustments when the tax bills for the year of Closing are received; that obligation survives Closing. Refunds attributable to the pre-Closing period, including from any tax protest in process, are paid to Seller on receipt whether before or after Closing. Neither agreement carries the Fitzroy 104%-of-last-bill convention or the Pending Protest apportionment.
• Operating expenses and utility charges accrued through the day prior to Closing are borne by the Seller and those attributable to and accruing on and after the Closing Date by Purchaser, with Purchaser causing utility billing to be transferred into its name as of the Closing Date and amounts not determinable at Closing paid promptly upon invoice. Seller receives a credit for deposits it made for any property or contracts transferred to Purchaser at Closing.
• At Closing, the Seller receives a credit for the prorated portion of unbilled utility income prior to Closing based on the average residential utility billing system ("RUBS") income billed in the last twelve billing cycles, with a true-up and settling payment within 30 days once the RUBS income for the month of Closing and preceding months is finally ascertained. Unlike the Fitzroy provision, this clause is internally consistent as to the measuring period.
• Uncollected Tenant Receivables are not prorated at Closing but are apportioned as collected, applied first to receivables first coming due after Closing and applicable to the post-Closing period, retained by Purchaser; second to current receivables for the month of Closing, apportioned as of the Closing Date; and thereafter to Uncollected Delinquent Tenant Receivables, delivered to Seller. As in the Aria agreement, the Seller expressly retains the right to pursue collection of Uncollected Delinquent Tenant Receivables after Closing, subject to a prohibition on eviction or other landlord remedies other than suing for collection. Each party must remit amounts received for the other's account within ten business days, in Purchaser's case net of reasonable actual costs of collection.
• Between the Effective Date and Closing, the Seller must continue to make ready all unoccupied units in accordance with its current procedures and use commercially reasonable efforts to deliver Vacant Units in Rent Ready Condition at Closing. A "Vacant Unit" is a unit unoccupied as of the Closing Date that was vacated by its most recent Tenant at least five days prior to Closing. "Rent Ready Condition" means Seller's current standard and procedures for making units ready for tenant occupancy. Purchaser may inspect all vacant units prior to Closing to verify condition. Neither agreement establishes a per-unit Rent Ready Credit, in contrast to the $1,200 per-unit credit in the Fitzroy agreement.
• All income from the Project attributable to the period beginning on the Closing Date belongs to Purchaser and all income attributable to the period ending the day prior belongs to Seller, with each party immediately remitting to the other any such income it collects.
• Amounts payable under assigned Service Contracts are adjusted as of the close of business on the day of Closing, and net prorations are settled as a credit to Purchaser or an additional payment to Seller at Closing.
• Where the final amount of an adjusted item is undetermined at Closing, an estimated initial adjustment is made and each Post Closing Adjustment is settled within 30 days of determination and statement, with all final adjustments and payments made no later than 180 days after Closing (the "Final Adjustment Date"), after which no readjustment claim may be made. Article V survives Closing for so long as required to accommodate reprorations and true-ups.
• Purchaser must obtain its own multi-peril and liability insurance on the Project, and any refund of premium on the Seller's policies is paid to the Seller.
• Purchaser assumes payment of commissions, locator fees and brokerage fees for new leases executed after Closing; the Seller remains liable for those relating to leases executed prior to Closing, which obligation survives Closing.

Closing Deliverables

• Seller deliverables under both agreements include the Special Warranty Deed, a Special Warranty Bill of Sale, the Lease Assignment and Assumption and Tenant Notice Letter, a General Conveyance, Transfer and Assignment, a Non-Foreign Affidavit, a then-current certified Rent Roll, an irrevocable title commitment or proforma policy binding the Title Company to issue the Owner Policy, a copy of the Sale Order in the form required by the Agreement, original Tenant Leases and lease files, title affidavits and authority evidence, keys and security device combinations, originals of Service Contracts, Warranties and Guaranties, Permits and Promotional Materials to the extent in the Seller's possession, a closing statement, and the Seller's operation and management files, with the Tenant Leases, lease files and management files delivered by leaving them in the property management office at the Project.
• Purchaser deliverables include the Purchase Price (subject to credits and prorations and less the Earnest Money Deposit), the Tenant Notice Letter, executed counterparts of the Lease Assignment and Assumption and the General Conveyance, Transfer and Assignment Agreement, authority evidence, the amount of any costs payable by Purchaser, and a closing statement.
• The form Special Warranty Deed attached to both agreements is defective in two respects: the grantor signature block names "Lurin Real Estate Holdings XXVIII, LLC" — the Aria Debtor — rather than Lurin Real Estate Holdings XXXIII, LLC, which appears in the opening indenture language; and the property is described as located in Okaloosa County, Florida, whereas The Emory is in Escambia County. The copy attached to the entered Sale Order carries the same defects.

Casualty and Condemnation

• Upon casualty prior to Closing, Closing is automatically extended day-by-day for up to 30 days while the Seller uses reasonable efforts to determine repair costs and, if available, furnish an independent contractor estimate and insurer confirmation of proceeds. If the Seller cannot deliver those items within that period, the MB Holdings PSA permits either party to terminate, while the Emory Owner PSA permits only the Purchaser to terminate; in each case the Earnest Money Deposit, less the Independent Consideration, is returned to Purchaser.
• If estimated repair costs are $1 million or greater, Purchaser may elect within 10 days of notice to terminate or proceed, in which case the Seller assigns its insurance proceeds (net of repair and restoration costs incurred by Seller) and pays the applicable deductible, or the cost of repair if less. The termination sentence in both agreements is garbled, providing that if Purchaser "gives written notice of termination to Seller, then Purchaser shall conclusively be deemed to have elected to terminate."
• If estimated repair costs are less than $1 million, the Seller may elect either to repair the damage and retain the proceeds or to assign the proceeds and pay the deductible, with Closing occurring on the extended Closing Date with no reduction in the Purchase Price. The Emory Owner PSA narrows this election to damage between $50,000 and $1 million and requires that any Seller repair be reasonably approved by the Purchaser. Risk of loss remains with the Seller until Closing under both agreements.
• In the event of a condemnation or sale in lieu of condemnation of a material portion of the Project — defined as either a taking of part of the parking lot that would leave the Project out of compliance with applicable parking requirements, or a taking that includes any portion of any building at the Project — the MB Holdings PSA gives both parties a 10-day termination option, while the Emory Owner PSA gives that option only to the Purchaser and additionally treats a parking-lot taking that materially impairs access to the Project as material. If no termination occurs, the Seller assigns the condemnation claims and proceeds to Purchaser, who takes title subject to the condemnation and without reduction in the Purchase Price.
• Under both agreements the Seller's final decisions and obligations regarding disbursement of insurance or condemnation proceeds are subject to the consent and approval of the Seller's lender, and the Seller has no duty, obligation or liability to Purchaser if the lender fails or refuses to consent. Neither agreement contains the Fitzroy commercially-reasonable-efforts covenant or the corresponding Purchaser termination right where the lender blocks assignment of proceeds.

Termination Rights

• Purchaser may terminate for uncured title or survey objections within the period following the Election Period (Paragraph 4.3).
• Casualty and condemnation termination rights are as described above (Paragraphs 6.1 and 6.2), asymmetric between the two agreements.
• Purchaser may terminate on Seller default (Paragraph 7.2).
• Seller may terminate before entry of the Sale Order if it concludes in good faith, after consultation with outside advisors, that consummating the transaction would be inconsistent with its fiduciary duties (Paragraph 12.5(c)). The Sale Order having been entered Aug. 28, 2026, that right has lapsed as to the MB Holdings PSA.
• Outside Closing Date: Purchaser may terminate if Closing does not occur by Nov. 30, 2026 under the MB Holdings PSA, or by Sept. 30, 2026 under the Emory Owner PSA (Paragraph 12.5(d) of each).
• The Emory Owner outside date does not cohere with that agreement's own Closing mechanic. The Emory Owner PSA's Effective Date does not arise unless and until the Successful Bidder fails to consummate, and Closing then occurs 45 days after the Effective Date. If MB Holdings fails to close at any point after mid-August, the 45-day period would run past Sept. 30, 2026, giving Emory Owner an immediate termination right on the terms as drafted.
• Paragraph 12.5(b) of both agreements preserves the pre-Auction alternate-bid termination rights and backup-bidder obligation. In the MB Holdings PSA this machinery has no remaining application, the Auction having concluded before execution. In the Emory Owner PSA it is the operative backup construct, requiring the Purchaser to keep its bid open and irrevocable until the second business day after the closing of the sale with the bidder who submitted the Alternative Bid — a period the Emory Sale Order independently fixes as the "Back-Up Bid Termination."
• Neither agreement provides any break-up fee, expense reimbursement or other bid protection to either purchaser.

Backup Bidder Mechanics (Emory Owner PSA and Sale Order)

• Recital C of the Emory Owner PSA records that the Auction took place on Aug. 13, 2026, that the Purchaser was not the highest bidder, and that the Purchaser is accordingly deemed the Back-up Bidder in accordance with the Bidding Procedures. If the Successful Bidder does not consummate the purchase, Emory Owner is required to do so on the terms of its agreement.
• Recital C states that the date on which the Successful Bidder fails to consummate, and Purchaser is deemed to be the Successful Bidder, "is deemed to be the 'Effective Date' hereunder." Paragraph 8.2 states the Effective Date is the later of (a) the first date when the Agreement, executed by both parties, is received by the Title Company, and (b) the date the Successful Bidder fails to consummate and Purchaser becomes the Back-Up Bidder. The two formulations are not identical, and clause (b) of Paragraph 8.2 conflates failure to consummate with becoming the Back-Up Bidder, a status Recital C says already attached at the Auction.
• The Emory Sale Order ratifies the backup construct at paragraphs 35 through 37 and 52: Emory Owner LLC or its assignee serves as back-up bidder and must keep its back-up bid open and irrevocable until the second business day after the closing of the sale with MB Holdings (the "Back-Up Bid Termination"). The Emory Debtor must give Emory Owner prompt written notice, and in no event later than one business day after occurrence, of (i) consummation of the Sale with the Purchaser, (ii) any termination of or default under the PSA with the Purchaser, or (iii) the failure to timely or otherwise close the Sale with the Purchaser.
• Upon the Back-Up Bid Termination, Emory Owner receives the return of its Earnest Money, and the Title Company is authorized and directed to wire that amount to Emory Owner in immediately available funds within two business days of the Closing. If Emory Owner instead consummates the purchase as back-up bidder, the Earnest Money is credited toward the purchase price under the Emory Owner PSA, and all findings, protections and provisions of the Sale Order applicable to the Purchaser — including the free and clear provisions, good-faith purchaser protections and successor liability protections — apply with equal force to Emory Owner. The Round 2 Sale Orders adopt the same construct for DHA Capital, LLC.
• The Escrow Agent acceptance page in the filed copy of the Emory Owner PSA is undated and unexecuted, showing only "_________________, 2026 (the 'Effective Date')," and cross-references "Article IX" for Bankruptcy Court approval, though bankruptcy matters are addressed in Article 12.
• The Seller has not executed the Emory Owner PSA in the filed copy. Paragraph 8.1 provides that the Agreement must be executed by both parties and delivered to the Title Company no later than 5 p.m. Local Time on the second business day following execution and delivery by the first party, failing which the Seller may deem it null and void, and the concluding legend provides that the Agreement is effective and binding only when a counterpart has been executed and delivered by each party and the escrow deposit is delivered to the Title Company.

Default and Remedies

• If Purchaser fails to consummate other than as a result of Seller default, the Seller's sole remedy under both agreements is termination and retention of the Earnest Money Deposit as liquidated damages, which the parties acknowledge is a reasonable sum and not a penalty.
• If the Seller fails to consummate other than as a result of Purchaser default, Purchaser's sole remedy is to elect one of: (i) termination with a refund of the Earnest Money Deposit, provided Purchaser is not otherwise in breach, has satisfied all conditions precedent and is ready, willing and able to close; (ii) closing notwithstanding the default, waiving default and reimbursement claims; or (iii) specific performance, which must be commenced within 60 days after notice of the breach and is unavailable for breaches of representations or condition failures outside the Seller's reasonable control. If specific performance is unavailable because the Seller sold the Project to a third party in violation of the Agreement, Purchaser may pursue a claim for the difference between the Purchase Price and the third-party sale price. Purchaser waives special, indirect and consequential damages. Neither agreement provides an expense-reimbursement component on a Seller default, unlike the $50,000 cap in the Fitzroy agreement.
• The prevailing party in litigation regarding the Agreement may recover all costs and expenses of such litigation, including reasonable attorneys' fees, and both agreements add a mutual waiver of consequential, special, punitive and speculative damages.

Representations and Warranties

• The Seller represents and warrants under both agreements, as of the Effective Date and as of the Closing Date, that: it is a debtor and debtor in possession in the Bankruptcy Case and, subject to entry of the Sale Order, has all requisite power and authority to enter into the Agreement and consummate the transactions, with no further approvals required other than Bankruptcy Court approval; it is a Delaware limited liability company with all requisite power and authority to own and operate its property, and the Agreement is a valid and binding obligation; consummation will not violate any material order, rule or regulation applicable to the Seller or the Project or breach any agreement to which the Seller is a party; it has no employees; it is not a "foreign person," "foreign trust" or "foreign corporation" for FIRPTA purposes; it is not a blocked, banned or Specially Designated National under laws administered by OFAC and is not engaged in the transaction in violation of drug trafficking or money laundering laws; and it has granted no rights of first offer, rights of first refusal or other options to purchase the Project or its interest in the Project.
• Subject to a knowledge qualifier, the Seller further represents that the Documents to be delivered under Paragraph 4.4 are true, correct and complete in all material respects; that the Tenant Leases are the only leases, licenses or occupancy agreements in force at the Project and true and complete copies have been made available; that there are no oral promises, understandings, agreements or commitments with any party for the use, occupancy or possession of the Project; and that Exhibit I lists all Service Contracts that may bind Purchaser or the Project after Closing, true and complete copies of which have been delivered, all of which are in full force and effect and free from material default. As noted above, Exhibit I is unpopulated in both filed copies.
• The Seller represents that the Rent Roll is true, correct and complete in all material respects and is the rent roll used in the ordinary course of its business and that, except as set forth in the Rent Roll: there are no lease brokerage or leasing commission agreements; no tenant has been given free rent, a rent concession or a rent abatement; no tenant is entitled to an unperformed leasehold improvement allowance, unperformed Seller work or an offset against rent; no tenant or occupant holds a right of first refusal or option to purchase; no tenant is delinquent in rent by more than one month or otherwise in material default; no tenant has delivered an uncured written notice of default; no rental has been collected or prepaid more than one month in advance; and no brokerage commissions or finder's fees remain outstanding in connection with the Tenant Leases. The Seller does not covenant that tenants will not default, and any tenant default does not affect Purchaser's obligations.
• The Seller further represents that it has received no written notice of condemnation of any portion of the Project and, to the best of its knowledge, none has been threatened; that it has received no written notice from any governmental authority that the Project materially violates any building code or other local, state or federal law, specifically including zoning and land use laws, the Americans with Disabilities Act or the federal Fair Housing Act; that it is not a party to and has received no notice of any actual pending litigation with respect to the Project except litigation covered by insurance subject to customary deductibles; and that it has duly filed all tax returns and paid all taxes, assessments, interest and penalties with respect to the operation of the Project for all periods prior to the Agreement date. As in the Aria agreement, the condemnation representation appears twice, at Paragraphs 9.1(d) and 9.1(e).
• All knowledge qualifiers in both agreements are limited to the actual, present and conscious awareness of Jon Venetos, as Seller's Representative, without any duty of investigation, and no personal liability attaches to him or to any other officer or employee of the Seller for any breach. The Aria agreement designated Mark Shapiro for the same purpose.
• Purchaser represents that it has the requisite authority to enter into the Agreement and deliver the Purchase Price and other Closing items, that the persons signing on its behalf are authorized to do so, and that execution and delivery will not violate or breach any agreement to which it is a party. Neither Emory agreement carries the condominium-conversion covenant found in the Aria and Fitzroy agreements.
• Under Paragraph 9.3 of both agreements, all representations and warranties of both parties are material, none merge into the deed, and all survive Closing or termination for a one-year Survival Period. Purchaser's rights are waived if the breach results from a condition or facts known to Purchaser prior to Closing, or if Purchaser fails to give written notice of the alleged breach before the Survival Period expires and to institute an action within two years and one day after the Closing Date.
• Effective as of the Closing Date, Purchaser assumes all of the Seller's liabilities and obligations with respect to the Project, the Tenant Leases, the Service Contracts and the Permits, to the extent assigned or transferred, arising from and after the Closing Date. Neither agreement contains a general disclaimer of assumed liabilities corresponding to Paragraph 11.16 of the Fitzroy and Kurji agreements; Purchaser's protection against pre-Closing liabilities rests on the Sale Order and section 363(f).

"As Is" Sale and Release

• Except for the express representations in Paragraph 9.1 and in Closing documents, the Seller disclaims all representations and warranties concerning the Project, including its nature, quality or condition (including water, soil and geology), suitability for Purchaser's intended uses, legal compliance, habitability, merchantability or fitness for a particular purpose, the presence of endangered or threatened species, and the accuracy or completeness of diligence materials, and makes no representation regarding hazardous substances or environmental compliance.
• Closing constitutes Purchaser's acknowledgement that the Project was accepted "as is, where is, and with all faults," based solely on Purchaser's own inspection.
• Effective at Closing, Purchaser releases the Seller and Seller Related Parties from all claims relating to the physical condition of the Project, construction defects, design or construction errors or omissions, and environmental conditions, including unknown and unsuspected claims. The release expressly excludes claims arising from the Seller's breach of the Agreement, fraud or intentional misrepresentation by the Seller or a Seller Related Party, and third-party claims accruing prior to Closing.
• The disclaimers, releases and warranties are stated to be "conspicuous" for purposes of applicable law, and the provisions of Article 9 survive Closing.

Assignment and Miscellaneous Provisions

• Purchaser may not assign the Agreement without the Seller's express written consent, which may be withheld in the Seller's sole discretion; if consent is given, Purchaser remains liable and the assignee must assume all obligations. Purchaser may, upon written notice to the Seller, assign to an affiliate or to an entity in which Purchaser or an affiliate is the general partner or managing member, provided the assignee assumes Purchaser's obligations in writing and Purchaser is not released. The Emory Owner PSA additionally permits assignment in connection with a Section 1031 exchange under Paragraph 11.13.
• Time is of the essence as to the Agreement and each of its provisions. References to "days" mean calendar days unless business days are specified, and any period ending on a non-business day is extended to the next business day.
• Purchaser must keep all due diligence information strictly confidential, may not issue any press release or make any public disclosure of the transaction before Closing without the Seller's written consent, and may share information only with its directors, officers, employees, agents, attorneys, prospective lenders, consultants, advisors and affiliates involved in the transaction (each of whom must be advised of the confidentiality obligation), in response to lawful process or court order with notice to the Seller, or in connection with litigation arising under the Agreement.
• Either party may elect to treat the transaction as part of a Section 1031 exchange (an "Alternative Transaction"), with the other party required to cooperate reasonably, provided the non-electing party incurs no additional cost, expense or liability, the Agreement's time periods are not altered without its reasonable consent, and the electing party's obligations are unchanged regardless of whether the exchange succeeds.
• The forms of Lease Assignment and Assumption (Exhibit E) and General Conveyance, Transfer and Assignment (Exhibit G) contain reciprocal indemnities: Purchaser indemnifies the Seller for claims, liabilities and obligations under the assigned Leases and Contracts arising or accruing after the assignment date, and the Seller indemnifies Purchaser for those arising or accruing on or prior to that date. Both forms contain non-recourse provisions running in favor of the constituent shareholders, partners, members, managers, principals, directors, officers, agents, affiliates and representatives of both parties. Both forms are governed by Texas law in each Emory agreement, notwithstanding that the Property is in Florida and that the agreements themselves are governed by Florida law; the corresponding Aria forms were governed by Florida law. Neither form states that it is subject to the protections afforded to Purchaser under the Sale Order, as the Fitzroy and Kurji forms do.
• The Agreement is the entire agreement of the parties on its subject matter, may be varied or amended only in writing, may be executed in electronic, facsimile or PDF counterparts, contains a severability savings clause, and confers no third-party beneficiary rights. Notices are effective on personal delivery, ten days after certified or registered mail, one business day after deposit with a national overnight courier, or on facsimile or email transmission accompanied by a copy sent by personal delivery or courier (or on the addressee's email response).
• The Agreement must be executed by both parties and delivered to the Title Company no later than 5 p.m. Local Time on the second business day following the date the first party executes and delivers it, failing which the Seller may deem it null and void. The Agreement becomes effective and binding only when a counterpart has been executed and delivered by each party and the escrow deposit is delivered to the Title Company.

Bankruptcy Matters and Governing Law

• Each Agreement and the Seller's ability to consummate the transactions are subject to Bankruptcy Court approval and entry of the Sale Order, which was entered as to the MB Holdings PSA on Aug. 28, 2026.
• The Sale Order, the form of which was to be attached as Exhibit J (not included in either filed copy of the agreements), must be in form and substance reasonably acceptable to both parties, must not be subject to a pending stay pending appeal, and must provide, among other things, that (i) the Property is transferred free and clear of all encumbrances (other than Permitted Exceptions) and claims; (ii) Purchaser acted in "good faith" within the meaning of section 363(m) and is entitled to its protections; (iii) the Agreement was negotiated without collusion, in good faith and from arm's-length bargaining positions and is not subject to avoidance under section 363(n); (iv) the Bankruptcy Court retains jurisdiction over related controversies; and (v) the Agreement may be specifically enforced against, and is not subject to rejection or avoidance by, the Seller or any chapter 7 or 11 trustee. Neither agreement requires the Sale Order to become a Final Order.
• The Seller must promptly notify Purchaser of any appeal of, or stay request from, the Sale Order and provide the related notice of appeal or order of stay, together with written notice of any motion or application filed in connection with such an appeal, and must use commercially reasonable efforts to deliver copies of related pleadings in advance of filing where reasonably practicable; inadvertent failure or failure due to emergency circumstances does not constitute a breach. The parties will use commercially reasonable efforts to defend any appeal of the Sale Order, subject to the Seller's fiduciary duties.
• The Seller will diligently pursue entry of the Sale Order under the procedures established by the Bidding Procedures Order [Docket No. 171] unless it concludes in good faith, after consultation with outside advisors, that doing so would be inconsistent with its fiduciary duties. Purchaser agrees to take commercially reasonable actions to assist in obtaining entry of the Sale Order, including furnishing affidavits and information demonstrating necessary assurances of performance and that Purchaser is a good-faith purchaser under section 363(m).
• Each Agreement is performable in, and governed by, the substantive federal laws of the United States, including the Bankruptcy Code, and the laws of the state in which the Real Property is located (Florida). The Bankruptcy Court retains exclusive jurisdiction to enforce the Agreement and the Sale Order and to decide any related claims or disputes, and all related proceedings must be filed and maintained only in the Bankruptcy Court. If the Bankruptcy Cases are closed under section 350 of the Bankruptcy Code and not reopened, the parties irrevocably submit to the jurisdiction of any state or federal court sitting in Florida. This provision survives Closing.

Emory Sale Order (Docket No. 755, entered Aug. 28, 2026)

• The Emory Sale Order is on substantially the same form as the Aria Sale Order and approves the Sale of the Acquired Assets to MB Holdings, LLC on its $24,100,000 Qualified Bid, together with the assumption and assignment of the assumed "Service Contracts" and "Tenant Leases" identified in the PSA. It carries the same findings as to jurisdiction, notice, marketing process, highest-or-best offer, reasonably equivalent value, good-faith purchaser status under section 363(m), non-avoidability under section 363(n), absence of affiliate or insider status and successor-liability protection, the same free and clear transfer under section 363(f) with Liens and Interests broadly defined, the same self-executing lien-release and recording provisions, the same injunction against creditors and counterparties, the same waiver of the Bankruptcy Rule 6004(h) and 6006(d) stays and modification of the automatic stay, and the same retention of jurisdiction.
• The KeyBank waterfall and reservations at paragraphs 15 through 19, 41 (amendment restrictions), 50 (Cash Collateral Order primacy) and 51 (reservation of KeyBank rights) are materially identical to the Aria Sale Order provisions summarized above: Sale Proceeds fund the unfunded Carve-Out professional fees first, the remainder is wired directly to KeyBank at Closing, no portion may be withheld or escrowed without KeyBank's consent, and the KeyBank Liens are released solely from the Acquired Assets upon irrevocable receipt of the KeyBank Payment.
• Divergences from the Aria Sale Order:
  • Cure Costs: paragraph 26 provides that at Closing the Purchaser — not the Emory Debtor — will pay the respective counterparties the Cure Costs, if any, relating to any Assigned Contracts and Leases. The Aria Sale Order places that obligation on the Aria Debtor; the Round 2 Sale Orders follow the Emory approach.
  • Existing defaults: Finding AA states that no monetary or non-monetary defaults exist in the Emory Debtor's performance under the Assigned Contracts and Leases "other than the failure to pay amounts equal to the Cure Costs," whereas the corresponding Aria finding states that no defaults exist at all. The Round 2 Sale Orders follow the Emory formulation.
  • Objections: paragraph 2 adds a proviso that no preserved right or reservation may limit, impair or otherwise affect the transfer of the Acquired Assets free and clear.
  • Possession: paragraph 20 directs persons in possession or control of the Acquired Assets to surrender them on the Closing Date or within five business days after written request by the Purchaser, with any such request to be made no later than 30 days after the Closing Date. The Aria order contains no such time limits.
  • Order-versus-agreement conflicts: paragraph 49 provides that nothing in any confirmed plan or other order may derogate from the PSA or the Sale Order and that, as between the Sale Order and the PSA, the Sale Order governs in the event of any inconsistency. The corresponding Aria provision states only that "the terms of this Sale Order and the PSA shall control."
  • Backup bidder: paragraphs 35 through 37 and 52 establish the Emory Owner back-up construct, notice obligations, Earnest Money return mechanics and extension of the order's protections to Emory Owner. The Aria Sale Order has no backup-bidder provisions, the Auction having been cancelled.
• Cure Costs are fixed at the amounts set forth in the Cure Notice [Docket No. 576] or the Sale Order, or as otherwise agreed in writing among the Emory Debtor, the non-debtor party and the Purchaser, and counterparties are forever bound and, upon payment, enjoined from asserting cure claims. Anti-assignment and penalty provisions are void, counterparties are deemed to have consented under section 365(c)(1)(B), and the Emory Debtor is relieved of further liability under section 365(k).

Open Items and Drafting Discrepancies

• Effective Date not fixed: the MB Holdings PSA's Title Company acceptance page is undated and unexecuted, showing only "August ____, 2026," in both the Aug. 18 filing and the copy attached to the Sale Order, so the Effective Date — and with it the Title Review Period, the document-delivery deadlines and the deposit-transfer deadline — is not fixed on the face of the document. The Closing Date, however, is keyed to entry of the Sale Order rather than to the Effective Date, and is therefore calculable. The Emory Owner PSA's Escrow Agent acceptance page is likewise undated and unexecuted, and its Effective Date is contingent on a future failure to close by MB Holdings.
• Seller signature: the Emory Owner PSA is unexecuted by the Seller in the filed copy. The MB Holdings PSA was executed by the Seller on Aug. 18, 2026, the date the notice was filed, and by the Purchaser on Aug. 14, 2026, both after the stated Aug. 13, 2026 agreement date.
• Signatory mismatch: MB Holdings executed through Michael S. Bowden, Manager, while the notice provision designates Brad Bowden as the Purchaser's contact.
• Deed form: the grantor signature block in both agreements names Lurin Real Estate Holdings XXVIII, LLC (the Aria Debtor) and the property is described as located in Okaloosa County, Florida, rather than Escambia County.
• Title policy form: the MB Holdings PSA calls for a Texas Form T-1 owner policy on Florida real property.
• Exhibit I: unpopulated in both agreements, leaving the Must Take Service Contracts unidentified notwithstanding the Paragraph 4.10 assumption obligation and the Paragraph 9.1(c) representation.
• Independent Consideration: referenced in the casualty and condemnation return mechanics of both agreements but never established or defined.
• Cross-references: Paragraph 1.1(e) points to a nonexistent Paragraph 4.18; Paragraphs 4.3 and 4.6 refer to a "Local Time" definition that Paragraph 4.6 does not supply; Paragraph 5.12 refers to an undefined "Assignment Agreement"; the MB Holdings Election Period is described as three days but ends on the fifth day; and the Emory Owner Escrow Agent acceptance page cross-references Article IX rather than Article 12.
• Escrow mechanics: the Emory Owner deposit is held by GlassRatner, but Paragraphs 3.4 and 3.5 direct disbursement by the Title Company.
• Deposit sizing: both deposits fall short of the 10% Good Faith Deposit specified in the Bidding Procedures, and both are held in interest-bearing rather than interest-free accounts.
• Broker: Article 10 of both agreements names "[CBRE]" in brackets rather than Cushman & Wakefield U.S., Inc.
• Backup timing: the Emory Owner PSA's Sept. 30, 2026 outside closing date is difficult to reconcile with a Closing set 45 days after an Effective Date that arises only on MB Holdings' failure to close.

Key Dates

• Petition Date: March 5, 2026 (LAE Debtors filed March 2 and 5, 2026)
• Bidding Procedures Order Entered: April 17, 2026 [Docket No. 171]
• Cash Collateral Order Entered: April 2, 2026 [Docket No. 125]
• Cure Notice Filed: July 27, 2026 [Docket No. 576]
• Qualified Bid Deadline: Aug. 4, 2026, at 5 p.m. CT
• Auction Held: Aug. 13, 2026
• Successful Bidder and Backup Bidder Selected: Aug. 13, 2026
• MB Holdings PSA and Emory Owner PSA Date: Aug. 13, 2026 (Emory Owner executed Aug. 13, 2026; MB Holdings executed Aug. 14, 2026; Seller executed the MB Holdings PSA Aug. 18, 2026 and has not executed the Emory Owner PSA in the filed copy)
• Notice of Successful Bidder and Backup Bidder Filed: Aug. 14, 2026 [Docket No. 678]
• Notice of Real Estate Purchase Agreements Filed: Aug. 18, 2026 [Docket No. 706]
• Sale Objection Deadline: Aug. 21, 2026, at 5 p.m. CT
• Sale Hearing: Aug. 28, 2026, at 9 a.m. CT before the Hon. Alfredo R. Perez
• Sale Order Entered: Aug. 28, 2026 [Docket No. 755]
• Title Commitment, Survey and Documents Delivery: within three days (Title Commitment and Existing Survey) and three business days (Exhibit B Documents) after the Effective Date
• Title Review Period Expiration: ten days following the Effective Date (both agreements)
• MB Holdings Deposit Transfer to Title Company: within two business days after the Effective Date
• MB Holdings Closing Date: on or before the tenth day after entry of the Sale Order, provided the Sale Order is not stayed — Sept. 7, 2026, as calculated
• MB Holdings Outside Closing Date (Purchaser termination trigger): Nov. 30, 2026
• Emory Owner Closing Date: the forty-fifth day after the Effective Date, the Effective Date arising only if MB Holdings fails to consummate
• Emory Owner Back-Up Bid Termination: the second business day after closing of the sale with MB Holdings
• Emory Owner Outside Closing Date (Purchaser termination trigger): Sept. 30, 2026

Fitzroy (Lurin LXV) Sale Summary

Overview

• On June 22, 2026, the Bankruptcy Court entered an order [Docket No. 446] (the "Bidding Procedures Order") which, among other things, (i) approved the bidding procedures attached thereto as Exhibit 1, (ii) established certain dates and deadlines in connection with the Bidding Procedures, (iii) approved procedures for assuming and assigning certain executory contracts and unexpired leases, and certain related notices, and (iv) authorized Lurin Real Estate Holdings LXV, LLC (the "Debtor") to conduct an auction for substantially all of the Debtor's assets.
• The Debtor conducted the Auction on Aug. 3, 2026, and filed the notice of successful and backup bidders on Aug. 4, 2026.
• The Debtors filed voluntary chapter 11 petitions on March 20, 2026, in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, where the cases are jointly administered under the lead case In re Lurin Real Estate Holdings XXI, LLC, Case No. 26-90344 (ARP), before the Hon. Alfredo R. Perez.
• Several exhibits referenced in the JP Realty PSA are not included in the filed copy and are marked "[to be attached]," including Exhibit A (legal description), Exhibit J-1 (Bidding Procedures Order), Exhibit J-2 (Bidding Procedures) and Exhibit J-3 (form of Sale Order). Exhibit I lists the Service Contracts but omits the Estimated Cure Amounts that Paragraph 4.18(a) says it contains. The Weidner PSA is not attached and was previously provided at Docket No. 457.

Parties Involved

• Seller: Lurin Real Estate Holdings LXV, LLC, a Delaware limited liability company, c/o Lurin Advisors, LLC, Dallas, Tex., executed by Mark Shapiro, Chief Restructuring Officer, on Aug. 4, 2026 — three weeks after the July 13, 2026 Effective Date and the date the Earnest Money Deposit was due. Jon Venetos is designated as the Seller's Representative whose actual, present and conscious awareness, without any duty of investigation, defines the Seller's knowledge for purposes of its knowledge-qualified representations.
• Purchaser / Successful Bidder: JP Realty Holdings, LLC, an Arkansas limited liability company, of Rogers, Ark., executed by Gurmeet Josan, Manager, on July 13, 2026
• Backup Bidder: Weidner Real Estate Holdings LLC
• Title Company / Escrow Agent: First American Title Insurance Company, National Commercial Services, Phoenix, Ariz. (Attn: Matt Brown). The Title Company's acceptance and escrow acknowledgement page is undated and unexecuted in the filed copy.
• Broker: Cushman & Wakefield of Georgia, LLC, whose commission is payable by the Seller pursuant to a separate agreement between Seller and Broker
• Counsel to the Debtors and Debtors in Possession: Porter Hedges LLP
• Counsel to the Purchaser: RMP LLP, Springdale, Ark. (Alex Miller)

Auction Results

• At the conclusion of the Auction, the Debtor selected JP Realty Holdings, LLC as the Successful Bidder for substantially all of the Debtor's assets, based on a cash bid of $51.85 million, and negotiated a Real Estate Purchase Agreement with JP Realty (the "JP Realty PSA"), attached to the notice as Exhibit A, for which the Debtor will seek approval at the Sale Hearing.
• The Debtor selected Weidner Real Estate Holdings LLC as the Backup Bidder, based on a cash bid of $50 million, and negotiated a Real Estate Purchase Agreement with Weidner (the "Weidner PSA"), a copy of which was previously provided at Docket No. 457. The Weidner PSA is not attached to the notice, and its terms are therefore not reflected in this summary.
• At the Sale Hearing, the Debtor will seek entry of an order approving and authorizing the sale to the Successful Bidder on the terms of the Successful Bid, or to the Backup Bidder on the terms of the Backup Bid.
• Participation at the Sale Hearing is permitted only by audio and video connection, via the Court's dial-in facility (832-917-1510, conference room 282694) and the GoTo platform (meeting code "JudgePerez").

Assets Being Sold

• The Seller owns a multi-family apartment project known as "Fitzroy Grove," located at 2950 S. Fitzroy Place, Rogers, Ark. 72758.
• The Project consists of the Land and Appurtenant Rights (including roads, easements, oil, gas and other minerals, riparian and water rights, and sewage treatment, water capacity and utility rights); all Improvements placed, constructed or installed on the Real Property as of the Closing Date; and the Personal Property, including all fixtures, machinery, tools, signs, systems, equipment, furnishings, furniture, appliances, inventories and supplies located in, on, about or solely used in connection with the operation of the Real Property.
  • Excluded from the Personal Property are items of furniture, furnishings, tools and trade fixtures owned by Tenants, and items leased by Seller from, or otherwise owned by, third parties.
• Also conveyed are the Seller's interests in: all Tenant Leases and related security deposits and prepaid rents; Service Contracts, but only to the extent designated as Assumed Service Contracts; Warranties and Guarantees and Permits, to the extent assignable; Telephone Numbers used solely in connection with the Real Property; Intellectual Property relating solely to the Project, including the name "Fitzroy Grove" and all software relating solely to the Project and the Tenant Leases to the extent owned by Seller; Promotional Materials; marks, names, trade names and logos used solely in connection with the Project; and all other rights, privileges and appurtenances solely related to or used in connection with the operation of the Property.

Excluded Assets

• All bank accounts, certificates of deposit, securities, bonds, cash, cash equivalents and other investments, including Tenant Deposits (the aggregate amount of which is instead credited against the Purchase Price)
• Insurance policies, including rights to coverage and refunds of premiums, with insurance proceeds treated in accordance with Article 6
• Seller's accounting and income tax records, except those necessary for the calculation of operating expenses for the Project, with Seller permitted to retain copies
• Plans and Studies and Promotional Materials to the extent not pertaining to the Project
• Documents pertaining to existing ownership or management entities, including existing Project management contracts
• Marks, names, trade names, logos and applications used in connection with the Project, other than the Intellectual Property. This exclusion in Paragraph 1.2(f) overlaps and is in apparent tension with Paragraph 1.1(k), which conveys to Purchaser all of the Seller's marks, names, trade names and logos used solely in connection with the Project.

Purchase Price

• The Purchase Price is $51,850,000, payable at Closing by wire transfer of immediately available funds to the Title Company, subject to Closing prorations and credits and less the Earnest Money Deposit, which is applied to the Purchase Price.
• Purchaser receives a credit against the Purchase Price equal to all Tenant Deposits, including prepaid rents, to which Tenants are entitled under the Tenant Leases.

Good Faith Deposit

• Purchaser is required to deposit $5,185,000 (the "Earnest Money Deposit") — 10% of the Purchase Price — in cash by wire transfer with the Title Company on July 13, 2026, in accordance with the Bidding Procedures and the Title Company's wire instructions for the Good Faith Deposit. The Agreement becomes effective and binding only when counterparts have been executed and delivered by each party and the Earnest Money Deposit has been delivered in accordance with the Bidding Procedures.
• The deposit is held in an interest-free escrow account in accordance with the Bidding Procedures, with no interest accruing for Purchaser's benefit.
• The deposit is non-refundable other than in connection with a termination pursuant to Paragraphs 4.3, 4.18, 6.1, 6.2, 6.3, 7.2 or 12.5 of the Agreement.
• At Closing, the deposit is applied as a credit against the Purchase Price; if Closing does not occur, it is disbursed by the Title Company as required by the Agreement and the Bidding Procedures.
• Failure to timely deposit the Earnest Money Deposit permits the Seller, by written notice prior to the deposit, to render the Agreement null and void.

Competing Bids and Fiduciary Out

• The Agreement remains subject to the Seller's consideration of higher or better competing bids in respect of any asset sale, stock sale, merger or reorganization under section 363 or a chapter 11 plan, with the Property subject to further marketing and a competitive bidding process, including, under certain circumstances, an auction, in accordance with the Bidding Procedures.
• The Seller will diligently pursue entry of the Sale Order under the procedures established by the Bidding Procedures Order unless it concludes in good faith, after consultation with outside advisors, that doing so would be inconsistent with its fiduciary duties and that an alternative transaction on terms more favorable to the estate is reasonably available.
• The Agreement provides no break-up fee, expense reimbursement or other bid protection in favor of the Purchaser; Paragraphs 12.7(b) and (c), which would ordinarily house such definitions, are marked "Intentionally Deleted." Minimum overbid increments, qualification requirements and any credit bid rights are governed by the Bidding Procedures (Exhibit J-2), which are not attached to the filed Agreement.
• Under Paragraph 12.5(b), if the Purchaser had not been selected as the successful bidder but had been designated the Backup Bidder, it would have been required to keep its bid open and irrevocable in accordance with the Bidding Procedures.

Assumption and Assignment of Service Contracts

• Paragraph 4.18(a) provides that Exhibit I sets forth all Service Contracts in effect as of the Effective Date together with the Seller's good-faith estimate of the cure amount required under section 365(b)(1) with respect to each (each, an "Estimated Cure Amount"). The listed contracts are Cintas (maintenance uniforms), Valet Services (trash), Broadband (internet), Rent O Kil (pest control), Road Runner (trash removal), Arkansas Fire (sprinkler) and Life Safety (pump house monitoring), with Valet Services, Arkansas Fire and Life Safety designated as "Must-Take Service Contracts." As filed, however, Exhibit I lists only the contracts and states no Estimated Cure Amounts, so the Cure Cap, the $35,000 individual Must-Take threshold and the Cure Escrow mechanics currently have no stated baseline. Exhibit B to the form of General Conveyance, Transfer and Assignment (Exhibit G) lists only Valet Services, Arkansas Fire and Life Safety — the three Must-Take Service Contracts — as the contracts to be assigned.
• Purchaser must designate each Service Contract as either an Assumed Service Contract or a Rejected Service Contract no later than five business days prior to the Sale Hearing (the "Assumption Election Deadline"); any contract not designated by that deadline, and any contract not listed on Exhibit I and not consented to by Purchaser, is deemed a Rejected Service Contract.
• Purchaser may, with Seller's consent (not to be unreasonably withheld, conditioned or delayed), add or remove Service Contracts from the assumption schedule at any time prior to the Assumption Election Deadline.
• Must-Take Service Contracts must be designated as Assumed Service Contracts, and Purchaser may remove such a contract only if (i) the finally determined Cure Amount for an individual Must-Take Service Contract exceeds $35,000, or (ii) aggregate Cure Amounts for all Assumed Service Contracts exceed the Cure Cap, in either case by written notice within five business days of receipt of notice of such determination.
• Cure and escrow mechanics:
  • Seller is responsible for and must pay, at or prior to Closing (or from escrow), all Cure Amounts for Assumed Service Contracts up to the Cure Cap, and must file a cure notice with the Bankruptcy Court identifying all Assumed Service Contracts and Estimated Cure Amounts by the deadline established by the Court's scheduling order or applicable local rules.
  • Seller must promptly provide Purchaser with copies of all cure objections received and may not settle any cure objection in an amount exceeding $15,000 without Purchaser's prior written consent, not to be unreasonably withheld or delayed.
  • If aggregate Cure Amounts exceed $200,000 (the "Cure Cap"), Purchaser may, within five business days of notice, either (i) request a dollar-for-dollar Purchase Price reduction for the excess, which Seller has two business days to accept — failing which, and absent a waiver, Purchaser may terminate and receive a return of the Earnest Money Deposit — or (ii) waive the Cure Cap and proceed to Closing, with Seller responsible for Cure Amounts up to the Cure Cap and Purchaser responsible for the excess. In lieu of termination, Purchaser may remove Assumed Service Contracts to bring aggregate Cure Amounts within the Cure Cap prior to the deadline for filing amended assumption schedules.
  • If any Cure Amount is subject to a pending objection or dispute as of the Closing Date, the parties nonetheless proceed to Closing and Seller deposits the maximum asserted (or Court-estimated) amount into a Cure Escrow, capped at $300,000 in the aggregate, with any excess constituting a closing condition failure or Purchaser termination right. Escrowed funds are released to the counterparty upon a final, non-appealable order determining the claim, or to Seller to the extent the claim is resolved for less. The Cure Escrow obligation survives Closing.
• At Closing, the Seller assigns to Purchaser all Tenant Leases, together with all security deposits, interest owing to tenants and prepaid rents, and Purchaser assumes the Seller's obligations under the Leases accruing after Closing.

Sale Free and Clear & Successor Liability

• Following arm's-length negotiations, the Seller is selling the Property free and clear of (i) all liens, interests, claims or encumbrances and (ii) successor, transferee or vicarious liability of the Seller, pursuant to section 363(f) of the Bankruptcy Code, and that provision controls over any conflicting language in the Agreement. Title is conveyed by Special Warranty Deed in indefeasible fee simple, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions.
• The Sale Order, the form of which is to be attached as Exhibit J-3 (not included in the filed copy), must become a Final Order (unless waived in writing by Purchaser or the Title Company agrees to issue the Title Policy absent a Final Order) and must provide, among other things, that (i) the Property is transferred free and clear of all liens, encumbrances (other than Permitted Exceptions) and claims; (ii) Purchaser acted in "good faith" within the meaning of section 363(m) and is entitled to its protections; (iii) the Agreement was negotiated without collusion, in good faith and from arm's-length bargaining positions and is not subject to avoidance under section 363(n); (iv) the Bankruptcy Court retains jurisdiction over related controversies; and (v) the Agreement may be specifically enforced against, and is not subject to rejection or avoidance by, the Seller or any chapter 7 or 11 trustee.
• Purchaser does not assume and is not liable for any debts, liabilities or obligations of the Seller, including obligations to creditors, shareholders or owners, obligations with respect to acts, events or transactions occurring before, on or after Closing, tax obligations, or contingent liabilities, whether known or unknown, and has no duty to take any action or make any payment arising from services provided or costs incurred in connection with the management or operation of the Project prior to Closing, including cost reports, collections, audits, hearings or resulting legal action. This provision survives Closing. Note, however, that the forms of Lease Assignment and Assumption (Exhibit E) and General Conveyance, Transfer and Assignment (Exhibit G) require Purchaser to assume and to indemnify the Seller for obligations under the assigned Leases and Contracts accruing after the assignment date, with reciprocal Seller indemnities for the pre-assignment period.

Conditions Precedent

• Seller's obligation to close is conditioned on (i) Purchaser's material representations being true and correct as of the Closing Date, and (ii) Purchaser's compliance with the terms, covenants and conditions to be performed at or before Closing in all material respects.
• Purchaser's obligation to close is conditioned on (i) Seller's representations being true and correct in all material respects; (ii) Seller's material compliance with its covenants; (iii) Seller being ready, willing and able to convey the Property free and clear pursuant to section 363(f), other than Permitted Exceptions; (iv) the Title Company being irrevocably prepared to issue its title policy subject only to the Permitted Exceptions; and (v) Bankruptcy Court approval of the transaction, including issuance of the Sale Order.
• The Agreement contains no financing contingency and no diligence termination right. Paragraph 3.3 makes the Earnest Money Deposit non-refundable except in connection with a termination under Paragraphs 4.3, 4.18, 6.1, 6.2, 6.3, 7.2 or 12.5 — none of which permits Purchaser to walk based on the results of its inspections under Paragraph 4.6. The Post-Bid Access Period is therefore an access and inspection right only.

Due Diligence, Title and Survey

• The Post-Bid Access Period commences on the Effective Date and ends at 5 p.m. CT on the 23rd day thereafter, during which Purchaser may inspect the Project and its units, subject to Tenant rights, and conduct commercially reasonable feasibility, engineering, environmental and other testing. Invasive testing requires the Seller's prior written consent, not to be unreasonably withheld, to be given or withheld within three business days of request.
• Inspections must occur during normal business hours on at least 48 hours' advance notice, and Purchaser must carry commercial general liability insurance of not less than $1 million naming the Seller as additional insured. Purchaser must promptly restore any damage caused by its testing and keep the Project free of mechanic's and materialmen's liens, and indemnifies the Seller in connection with its inspections, subject to carve-outs for pre-existing conditions merely discovered or disclosed and for the Seller's negligence or willful misconduct; the restoration and indemnity obligations survive Closing or termination.
• Within three days after the Effective Date, the Seller must deliver a Title Commitment issued by the Title Company, underlying documents and the Existing Survey; Purchaser may obtain an Updated Survey at its sole expense. Within three business days after the Effective Date, the Seller must deliver or make available the Documents listed on Exhibit B, without representation or recourse, excluding certain confidential and proprietary materials.
• The Title Review Period runs through the date 10 days prior to expiration of the Post-Bid Access Period. Seller has a three-day Election Period to elect whether to cure objections and has no obligation to do so, though it must remove all monetary liens arising by, through or under Seller at Closing. If Seller elects not to cure — or fails to give notice within the Election Period, in which case it is deemed to have elected not to cure — Purchaser has until the second day following the Election Period to waive its objections in writing and accept title without diminution of the Purchase Price, or to terminate in writing; failure to do either results in a deemed waiver. Regardless of objections, the Property is to be conveyed free and clear of liens, claims and encumbrances pursuant to section 363(f).
• Purchaser may not contact Tenants or prospective tenants without the Seller's prior written approval, not to be unreasonably withheld, conditioned or delayed.

Interim Operating Covenants

• From the Effective Date until Closing, the Seller must maintain and operate the Project in substantially the same manner as previously; keep the Leases, Service Contracts and insurance policies in full force and effect and not cancel, amend or renew any of them other than in the ordinary course of business; refrain from committing material physical waste; and refrain from entering into any lease (other than standard tenant leases with rental rates and terms substantially similar to existing Tenant Leases) or other agreement or action that would encumber the Project or bind Purchaser or the Project after Closing without Purchaser's prior written consent. The Seller may, however, enter into new leases for apartment units in the ordinary course of business without Purchaser's consent.
• The Seller must promptly notify Purchaser of any Service Contract entered into after the Effective Date and may not enter into new Service Contracts without Purchaser's prior written consent, which is deemed given if Purchaser does not object within five days of request.

Closing and Prorations

• Closing is scheduled for Sept. 11, 2026, unless the parties mutually agree to an earlier date, subject to entry of the Sale Order and satisfaction or waiver of conditions. Closing occurs at the offices of the Title Company, or such other place and at such hour as the parties mutually agree, but otherwise at 1 p.m. local time where Closing is to occur, and may be effected by escrow delivery, with neither party required to be physically present.
• Closing costs are allocated in accordance with local custom, except that Seller bears its attorneys' fees, title examination and owner's policy premium costs, the costs of releasing existing mortgages and consensual liens, one-half of escrow