UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF INDIANA

INDIANAPOLIS DIVISION IN RE: ) ) ITT EDUCATIONAL SERVICES, INC., et al.1 ) Case No. 16-07207-JMC-7A ) Debtors. ) Jointly Administered

TRUSTEE’S MOTION TO SELL REAL ESTATE LOCATED IN KENNESAW, GEORGIA,

AND CERTAIN PERSONAL PROPERTY LOCATED THEREON, FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES, CLAIMS AND INTERESTS

WITH A PROSPECTIVE PURCHASER IDENTIFIED BUT BIDS CONSIDERED Deborah J. Caruso, the chapter 7 trustee in this case (the “Trustee”), by counsel, pursuant

to 11 U.S.C. §§ 105 and 363 and Rule 6004 of the Federal Rules of Bankruptcy Procedure,

requests the Court enter an order authorizing the sale of certain real estate located in Kennesaw,

Georgia and certain personal property located thereon, free and clear of all liens, encumbrances,

claims and interests, to Hunter Property Partners, LLC (the “Stalking Horse”) pursuant to the

stalking horse purchase agreement (the “Stalking Horse PA”), or to a third party that submits a

higher or better bid for the real estate and personal property in accordance with competitive bid

procedures, on the following grounds:

I. JURISDICTION

1. The Court has jurisdiction over this motion pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

2. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

1 The debtors in these cases, along with the last four digits of their respective federal tax identification numbers are ITT Educational Services, Inc. [1311]; ESI Service Corp. [2117]; and Daniel Webster College, Inc. [5980].

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3. The statutory predicates for relief are sections 105 and 363 of Title 11 of the

United States Code (the “Bankruptcy Code”) and Rule 6004 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”).

II. BACKGROUND

4. On September 16, 2016 (the “Petition Date”), ITT Educational Services, Inc.

(“ITT”), ESI Service Corp. (“ESI”) and Daniel Webster College, Inc. (“Webster College,” and

together with ITT and ESI, the “Affiliated Debtors”) filed voluntary petitions for relief under

chapter 7 of the Bankruptcy Code. The Trustee was appointed interim trustee in each of the

Affiliated Debtors’ bankruptcy cases on the Petition Date pursuant to section 701(a)(1) of the

Bankruptcy Code. The Trustee became the case trustee in each of the Affiliated Debtors’

bankruptcy cases following the conclusion of the first meeting of creditors on November 1, 2016,

pursuant to section 702(d) of the Bankruptcy Code.

5. On October 4, 2016, the Court entered its Order Granting Motion for Joint

Administration of Chapter 7 Cases [Docs 221 & 222], directing the Affiliated Debtors’

bankruptcy cases to be jointly administered for procedural purposes only.

6. Pursuant to the Affiliated Debtors’ schedules of assets and liabilities, as of the

Petition Date, ITT owned approximately 30 properties throughout the United States, and Webster

College owns property located in Nashua, New Hampshire.2

7. On October 13, 2016, the Court entered its Order Granting Trustee’s Application

to Employ A&G Realty Partners, LLC as Real Estate Broker and to Provide Related Services

Effective as of October 10, 2016 [Doc 361], authorizing the employment of A&G Realty

Partners, LLC (“A&G Realty”) as real estate brokers with respect to the sale of real estate in this

2 As of the filing of this motion, the Trustee has sold 22 properties.

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case. Pursuant to the agreement between the Trustee and A&G Realty approved by the Court,

A&G Realty is entitled to receive a commission of 1.95% of the gross sale proceeds.

8. On October 6, 2016, the Court entered its Order Granting Trustee’s Application

to Employ Tiger Capital Group, LLC as Auctioneer and Property Manager Effective as of

October 3, 2016 [Doc 255], authorizing the employment of Tiger Capital Group, LLC (“Tiger

Capital”) as auctioneer with respect to the sale of personal property in this case. Pursuant to the

agreement between the Trustee and Tiger Capital approved by the Court, Tiger Capital is entitled

to receive a commission of 13.0% of the gross sale proceeds from the sale of personal property.3

9. On December 8, 2016, the Court entered its Order Granting Trustee’s Motion to

Establish Bid Procedures for the Sale of Real Estate Free and Clear of All Liens, Claims,

Encumbrances and Interests (the “Bid Procedure Order”) [Doc 738], establishing certain bid

procedures for the sale of real estate in this case, free and clear of all liens, claims, encumbrances

and interests (the “Bid Procedures”). The proposed sale of real estate at issue in this motion is

subject to the Court-approved Bid Procedures.

III. THE REAL ESTATE, PERSONAL PROPERTY AND LIENS

10. Pursuant to section 541(a) of the Bankruptcy Code, the Affiliated Debtors’

bankruptcy estates include all legal and equitable interests of the Affiliated Debtors in property

as of the commencement of the Affiliated Debtors’ bankruptcy cases, including real estate and

personal property.

11. On the Petition Date, ITT was the sole owner of real estate located in Cobb

County (Georgia), commonly known as 2065 ITT Tech Way, Kennesaw, GA 30144, and more

3 The 13.0% commission is characterized as a buyers’ premium in the agreement between the Trustee and Tiger Capital. To the extent a buyer’s premium is not charged and collected in connection with the sale of personal property, the Trustee and Tiger Capital have agreed that Tiger Capital shall be entitled to a commission of 13.0%, to be paid by the Affiliated Debtors’ bankruptcy estates.

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particularly described on Exhibit 1 attached and incorporated herein (the “Real Estate”). In

addition, located on the Real Estate is certain personal property, including, educational computer

towers, furniture, equipment, permanent improvements and fixtures (the “Personal Property,”

and together with the Real Estate, the “Property”).4 The Personal Property shall exclude

oscilloscopes, vending machines, leased copiers and all other personal property that is subject to

a lease and/or owned by third parties.

12. Prior to the Petition Date, the Affiliated Debtors owed certain obligations to

Cerberus Business Finance, LLC (“Cerberus”). In addition, after the Petition Date, the Affiliated

Debtors’ bankruptcy estates obtained secured postpetition financing on a superpriority basis in a

form of a revolving loan facility. Both the prepetition and postpetition obligations due and

owing to Cerberus were secured by the vast majority of the Affiliated Debtors’ assets, including

the Property.

13. On the Petition Date, the Real Estate was subject to a deed of trust in favor of

Cerberus (the “Cerberus Deed of Trust”). In addition, on December 4, 2014, Cerberus filed a

UCC Financing Statement with the Delaware Secretary of State, File No. 20144896080,

perfecting its security interest in all of ITT’s personal property pursuant to a certain financing

agreement (the “Cerberus Financing Agreement”). Due to the completed sales of ITT’s owned

real estate and certain personal property, the Trustee has paid all prepetition and postpetition

obligations due and owing to Cerberus. As a result, the Cerberus Deed of Trust has been

4 On October 24, 2016, the Court entered its Order Granting Trustee’s Motion to Sell at Private Sale or Auction Personal Property Free and Clear of All Liens, Encumbrances, Claims and Interests (the “Personal Property Sale Order”) [Doc 462], authorizing the sale of the Affiliated Debtors’ tangible personal property, free and clear of all liens, encumbrances, claims and interests. Accordingly, the Trustee has Court authority to sell the Personal Property located at the Real Estate, but out of an abundance of caution, requests authority to sell the Personal Property in connection with the sale of the Real Estate, as set forth in the Stalking Horse PA. In addition, pursuant to the Order Granting Agreed Motion to Approve Procedures for Preparing IT Hardware for Sale that Could Contain Personally Identifiable Information for Sale (the “PII Order”) [Doc 715], all hard drives and other related equipment of the computers that are included as Personal Property will be wiped prior to sale.

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released, and a termination statement has been filed with the Delaware Secretary of State

releasing any secured interest in the Personal Property pursuant to the Cerberus Financing

Agreement.

14. The Personal Property is subject to county personal property tax liens for taxes

that have accrued for 2016 and will accrue for 2017 (the “Personal Property Tax Liens”).

15. The Real Estate is subject to state, county and city real estate tax liens for taxes

that have accrued for 2016 and will accrue for 2017 (the “Real Estate Tax Liens”).

16. The Real Estate is also subject to a mechanic’s and materialman’s lien (the

“Mechanic’s Lien”) in favor of Integra Construction, Inc. (“Integra”). The initial Mechanic’s

Lien was dated July 24, 2016 and recorded on July 25, 2016 in the Office of the Recorder of

Cobb County (Georgia), as Instrument No. 2016-0088105, for the approximate sum of

$58,169.00. A supplement to the Mechanic’s Lien was recorded on September 7, 2016 in the

Office of the Recorder of Cobb County (Georgia), as Instrument No. 2016-0107220, for the

approximate sum of $770.00.

17. Finally, the Real Estate is subject to a lien for delinquent property owner

association fees due and payable to Kennesaw/75 Retail Center Owner’s Association (the

“Owner’s Association”) in the approximate sum of $23,158.17.

IV. THE STALKING HORSE PA

18. On August 15, 2017, the Trustee entered into the Stalking Horse PA for the sale

of the Property to the Stalking Horse, subject to the Court-approved Bid Procedures, for the total

purchase price of $1,650,000.00 ($1,640,000.00 for the Real Estate and $10,000.00 for the

Personal Property). A copy of the Stalking Horse PA is attached and incorporated as Exhibit 2.

19. Pursuant to the Stalking Horse PA, the Stalking Horse has represented and

warranted to the Trustee that: (a) the Stalking Horse is not an insider of one or more of the

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Affiliated Debtors; (b) the proposed sale represents an arms-length transaction between the

parties, made without fraud or collusion with any other person (including any other prospective

bidder for the Property); and (c) there has been no attempt to take any unfair advantage of the

Trustee. In the event the Stalking Horse is not the successful bidder at the auction, the Trustee

will request that such successful bidder (the “Successful Bidder”) make the same representations

and warranties in its purchase agreement. Accordingly, the Stalking Horse or the Successful

Bidder shall be deemed to be purchasing the Property in good faith pursuant to section 363(m) of

the Bankruptcy Code.

20. In addition, the Stalking Horse PA provides for the sale of the Real Estate, free

and clear of all liens, encumbrances, claims and interests; provided however, the Real Estate is to

be sold subject to all easements, right of ways, leases (recorded or unrecorded), covenants,

restrictions and all other exceptions of record, and those matters that would be disclosed upon a

visual inspection of the Real Estate.

21. The Stalking Horse PA also provides that any portion of the Personal Property

Tax Liens and the Real Estate Tax Liens that represents delinquent taxes, including taxes that

have accrued for 2016, will be paid in full at closing. In addition, the Stalking Horse PA

provides that any portion of the Personal Property Tax Liens and the Real Estate Tax Liens that

represents 2017 real estate taxes will be prorated as of the date immediately prior to the date of

closing. Moreover, the Stalking Horse PA provides that any other special assessment liens,

utilities, water and sewer charges and any other charges customarily prorated in similar

transactions will be prorated as of the date immediately prior to the date of closing.

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V. RELIEF REQUESTED

22. The Trustee requests the Court enter an order, pursuant to sections 105 and 363 of

the Bankruptcy Code and Bankruptcy Rule 6004, as follows:

(a) Authorizing the Trustee, on behalf of the Affiliated Debtors’ bankruptcy estates, to sell the Property to the Stalking Horse pursuant to the terms and conditions of the Stalking Horse PA, or to the Successful Bidder that may emerge and submit a higher or better bid at the auction, in accordance with the Bid Procedures;

(b) Directing the sale of the Property, whether to the Stalking Horse or Successful

Bidder, free and clear of all liens, encumbrances, claims and interests (including the Personal Property Tax Liens, the Real Estate Tax Liens, the Cerberus Deed of Trust, the Cerberus Financing Agreement, the Mechanic’s Lien and the POA Lien), with all such valid liens, encumbrances, claims and interests attaching to the sale proceeds in the same order, priority and validity that presently exists, subject to all claims of the Trustee; provided however, the Real Estate shall be sold subject to all easements, right of ways, leases (recorded or unrecorded), covenants, restrictions and all other exceptions of record, and those matters that would be disclosed upon a visual inspection of the Real Estate;

(c) Authorizing the Trustee to execute any documentation necessary to effectuate

the sale of the Property, including the execution of a Bankruptcy Trustee’s Deed, the Stalking Horse PA or other purchase agreement between the Trustee and the Successful Bidder;

(d) Finding that the Stalking Horse or Successful Bidder are good faith purchasers

pursuant to section 363(m) of the Bankruptcy Code because (i) the Stalking Horse or Successful Bidder are not insiders of one or more of the Affiliated Debtors, (ii) the proposed sale represents an arms-length transaction between the parties, made without fraud or collusion with any other person (including any other prospective bidder for the Property), and (iii) there has been no attempt to take any unfair advantage of the Trustee;

(e) Finding that section 363(f)(3) of the Bankruptcy Code has been satisfied as it

relates to the Personal Property Tax Liens, the Real Estate Tax Liens, the Mechanic’s Lien and the POA Lien, and directing that such liens be paid in full from the sale proceeds at closing;

(f) Finding that section 363(f)(2) of the Bankruptcy Code has been satisfied as it

relates to the Cerberus Deed of Trust and Cerberus Financing Agreement;

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(g) Authorizing the Trustee to disburse from the sale proceeds, first to pay the costs and expenses of the sale, including the commission owed to A&G Realty and the commission owed to Tiger Capital, second to pay all real estate taxes, business personal property taxes and assessments outstanding and unpaid at the time of the sale, including the Personal Property Tax Liens, the Real Estate Tax Liens, third to pay the Mechanic’s Lien and POA Lien and fourth to pay the prorated portions for any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions;

(h) Authorizing the Trustee to retain the net sale proceeds for general

administration by the Affiliated Debtors’ bankruptcy estates; and

(i) Waiving the requirements of Local Rule B-6004-5 and the requirements of Bankruptcy Rule 6004(h).

VI. GROUNDS FOR GRANTING RELIEF

23. Pursuant to section 363(f) of the Bankruptcy Code, a trustee may sell property

pursuant to section 363(b) or (c) of the Bankruptcy Code, “free and clear of any interest in such

property of an entity other than the estate” if any of the following conditions are satisfied: (a)

applicable nonbankruptcy law permits sale of such property free and clear of such interest; (b)

such entity consents; (c) such interest is a lien and the price at which such property is to be sold

is greater than the aggregate value of all liens on such property; (d) such interest is in bona fide

dispute; or (e) such entity could be compelled, in a legal or equitable proceeding, to accept a

money satisfaction of such interest.

24. Section 363(b)(1) of the Bankruptcy Code provides that “[t]he trustee, after notice

and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of

the estate.” 11 U.S.C. § 363(b)(2). Although section 363 of the Bankruptcy Code does not

provide an express standard for determining whether a court should approve any particular

proposed use, sale, or lease of estate property, case law consistently applies an “articulated

business judgment” standard. See In re Schipper, 933 F.2d 513, 515 (7th Cir. 1991) (citing In re

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Continental Air Lines, 780 F.2d 1223, 1226 (5th Cir. 1986), In re Naron & Wagner, Charted, 88

B.R. 85, 88 (Bankr. D. Md. 1988)); see also Colfin Bulls Funding A, LLC v. Paloian (In re

Dvorkin Holdings, LLC), 2016 WL 1029387, at *12 (Bankr. N.D. Ill. Mar. 14, 2016) (“The

Seventh Circuit has clarified that a trustee’s justification warrants judicial approval if it ‘makes

good business sense’ (i.e., if ‘the creditors as a whole . . . benefit’).”) (citing United Retired

Pilots Ben. Prot. Ass’n v. United Airlines, Inc. (In re Ual Corp.), 443 F.3d 565, 571-72 (7th Cir.

2006)).

25. In addition, under section 363 of the Bankruptcy Code, a court should not

substitute its business judgment for that of the trustee. See e.g., Stephens Indus., Inc. v. McClung

(In re McClung), 789 F.2d 386, 389-90 (6th Cir. 1986); In re Highway Equip. Co., 61 B.R. 58,

60 (Bankr. S.D. Ohio 1986). Rather, the court is required to ascertain whether the trustee has

articulated a valid business justification for the proposed transaction. See, e.g., Lewis v.

Anderson, 615 F.2d 778, 781 (9th Cir. 1979); In re Schipper, 109 B.R. 832, 836 (Bankr. N.D. Ill.

1989); In re Airlift Int’l, Inc., 18 B.R. 787, 789 (Bankr. S.D. Fla. 1982) (recognizing

congressional intent to limit Court involvement in business decisions by a trustee).

26. The Court’s power to authorize a sale under section 363(b) of the Bankruptcy

Code is to be exercised at its discretion, utilizing a flexible, case-by-case approach. See In re

Baldwin United Corp., 43 B.R. 888, 905 (Bankr. S.D. Ohio 1984). The key consideration is the

Court’s finding that a good business reason exists for the sale. See McClung, 789 B.R. at 389.

However, the paramount goal in any proposed sale of property of the estate is to maximize the

proceeds received by the estate. See e.g., In re Good Barn Stores, Inc., 107 F.3d 558, 564-65

(8th Cir. 1997) (in bankruptcy sales, “a primary objective of the Code [is] to enhance the value

of the estate at hand”); In re The Ohio Corrugating Co., 59 B.R. 11, 13 (Bankr. N.D. Ohio

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1985); In re Atlanta Packaging Prod., Inc., 99 B.R. 124, 131 (Bankr. N.D. Ga. 1988) (“It is a

well-established principle of bankruptcy law that the objective of bankruptcy sales and the

[debtor’s] duty with respect to such sales is to obtain the highest price or greatest overall benefit

possible for the estate.”); Teed v. Thomas & Betts Power Sols., L.L.C., 711 F.3d 763, 769 (7th

Cir. 2013) (“Once a firm is in Chapter 7 bankruptcy . . . it is ‘owned’ by the trustee . . . whose

sole concern is with maximizing the net value of the debtor’s estate to creditors . . . .”).

27. Pursuant to Bankruptcy Rule 6004, “[a]ll sales not in the ordinary course of

business may be by private sale or by public auction.” Fed. R. Bankr. P. 6004(f)(1). A large

measure of discretion is accorded a bankruptcy court in deciding whether a private sale of a

debtor’s assets should be approved. See In re Nicole Energy Servs., 385 B.R. 201, 230 (Bankr.

S.D. Ohio 2008); see also In re Embrace Sys. Corp., 178 B.R. 112, 123 (Bankr. W.D. Mich.

1995) (citing In re Blue Coal Corp., 168 B.R. 553, 564 (Bankr. M.D. Pa. 1994)). Furthermore,

evidence that a transaction involving estate property under section 363 of the Bankruptcy Code

will be at fair market value permits the conclusion that the transaction is in the best interest of the

estate. See In re Planned Sys., Inc., 82 B.R. 919, 923 (Bankr. S.D. Ohio 1988) (finding sufficient

evidence of fair market value and adequate exposure where property was listed with a broker

since the prior year).

The Proposed Sale Satisfies the Bankruptcy Code Requirements

28. The Trustee submits that the proposed sale pursuant to the Stalking Horse PA,

subject to the Bid Procedures, will accomplish a “sound business purpose” and will maximize

the value of the Property in the most expeditious manner possible.

29. The Trustee believes, based on the advice of A&G Realty, that the purchase price

of $1,650,000.00 ($1,640,000.00 for the Real Estate and $10,000.00 for the Personal Property)

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reflects the combined fair market value of the Property, and it therefore maximizes recovery.

However, the Stalking Horse PA is subject to higher or better bids, should other bidders emerge.

30. Section 363(f)(3) of the Bankruptcy Code is satisfied as it relates to the Real

Estate Tax Liens, the Mechanic’s Lien and the POA Lien. The total purchase price of

$1,640,000.00 for the Real Estate is greater than the aggregate value of such liens. Any portion

of the Real Estate Tax Liens that represent delinquent real estate taxes, including real estate taxes

that have accrued for 2016, will be paid in full at closing. Any portion of the Real Estate Tax

Liens that represents 2017 real estate taxes, but are not yet due and payable, will be prorated as

of the date immediately prior to the date of closing, and the Stalking Horse or the Successful

Bidder is assuming the remaining balance of the Real Estate Tax Liens for 2017. Accordingly,

pursuant to section 363(f)(3) of the Bankruptcy Code, the Trustee is permitted to sell the Real

Estate free and clear of the Real Estate Tax Liens, the Mechanic’s Lien and the POA Lien.

31. Section 363(f)(3) of the Bankruptcy Code is satisfied as it relates to the Personal

Property Tax Liens. The total purchase price of $10,000.00 for the Personal Property is greater

than the aggregate value of such lien. Any portion of the Personal Property Tax Liens that

represent delinquent personal property taxes, including personal property taxes that have accrued

for 2016, will be paid in full at closing. Any portion of the Personal Property Tax Liens that

represent 2017 personal property taxes, but are not yet due and payable, will be prorated as of the

date immediately prior to the date of closing, and the Stalking Horse of the Successful Bidder is

assuming the remaining balance of the Personal Property Tax Liens for 2017. Accordingly,

pursuant to section 363(f)(3) of the Bankruptcy Code, the Trustee is permitted to sell the

Personal Property free and clear of the Personal Property Tax Liens.

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32. Moreover, section 363(f)(2) of the Bankruptcy Code is satisfied as it relates to the

Cerberus Deed of Trust and Cerberus Financing Agreement. The Cerberus Deed of Trust has

been released and a termination statement has been filed with the Delaware Secretary of State

releasing Cerberus’ interest in the Personal Property pursuant to the Cerberus Financing

Agreement. As such, Cerberus has consented to the sale of the Real Estate and Personal

Property, as described in this motion, and the Trustee’s retention of the net sale proceeds for

general administration by the Affiliated Debtors’ bankruptcy estates. Accordingly, pursuant to

section 363(f)(2) of the Bankruptcy Code, the Trustee is permitted to sell the Real Estate free and

clear of the Cerberus Deed of Trust and sell the Personal Property free and clear of the Cerberus

Financing Agreement.

33. This motion contains the required disclosures as provided in Local Rule B-6004-

5(a) and (b). Because the Court has previously approved the Bid Procedures, the Trustee

requests the Court waive the remaining requirements of Local Rule B-6004-5, as they are no

longer applicable pursuant to the Court-approved Bid Procedures.

34. Bankruptcy Rule 6004(h) provides that “[a]n order authorizing the sale, use or

lease of property other than cash collateral is stayed until the expiration of 14 days after entry of

the order, unless the court orders otherwise.” Fed. R. Bankr. P. 6004(h). The Trustee requests

the Court order that such an order be effective immediately upon entry in order to allow the

Trustee to timely and expeditiously consummate the proposed sale.

VII. REQUEST FOR SALE HEARING

35. The Trustee requests the hearing on this motion be scheduled for hearing on

September 26, 2017 at 10:00 a.m. (prevailing Eastern time), with objections due by 4:00 p.m.

(prevailing Eastern time) on September 25, 2017. This will allow the Trustee and A&G Realty

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sufficient time to continue soliciting other bids, and in the event other qualified bids are received

by the anticipated bid deadline of September 18, 2017, to conduct an auction on September 25,

2017.

VIII. NOTICE

36. Pursuant to the Notice, Case Management and Administrative Procedures (the

“Case Management Procedures”) approved by the Court on October 4, 2016 [Doc 220], the

Trustee will serve a copy of this motion, along with the attached Exhibits 1 and 2 on the

following (as defined in the Case Management Procedures): (a) the Core Group; (b) the Request

for Notice List; (c) the Appearance List; (d) the Tax Commissioner for Cobb County (Georgia);

(e) Integra; (f) the Owner’s Association; (g) the City of Kennesaw; (h) Cerberus; and (i) the

Stalking Horse.

WHEREFORE, the Trustee respectfully requests entry of an order granting the relief

requested herein and granting the Trustee all other just and proper relief.

Respectfully submitted,

RUBIN & LEVIN, P.C.

By: /s/ Meredith R. Theisen Meredith R. Theisen

Deborah J. Caruso (Atty. No. 4273-49) John C. Hoard (Atty. No. 8024-49) James E. Rossow Jr. (Atty. No. 21063-29) Meredith R. Theisen (Atty. No. 28804-49) RUBIN & LEVIN, P.C. 135 N. Pennsylvania Street, Suite 1400 Indianapolis, Indiana 46204 Tel: (317) 634-0300 Fax: (317) 263-9411 Email: dcaruso@rubin-levin.net johnh@rubin-levin.net jim@rubin-levin.net

mtheisen@rubin-levin.net Attorneys for Deborah J. Caruso, Trustee

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CERTIFICATE OF SERVICE

I hereby certify that on August 28, 2017, a copy of the foregoing Trustee’s Motion to Sell Real Estate Located in Kennesaw, Georgia, and Certain Personal Property Located Thereon, Free and Clear of All Liens, Encumbrances, Claims and Interests with a Prospective Purchaser Identified But Bids Considered was filed electronically. Pursuant to Section IV.C.3(a) of the Case Management Procedures, notice of this filing will be sent to the following parties through the Court’s Electronic Case Filing System. Parties may access this filing through the Court’s system. John Joseph Allman jallman@hbkfirm.com, dadams@hbkfirm.com Robert N Amkraut ramkraut@riddellwilliams.com Scott S. Anders scott.anders@jordanramis.com, litparalegal@jordanramis.com Manuel German Arreaza manuel.arreaza@cfpb.gov Todd Allan Atkinson tatkinson@ulmer.com Darren Azman dazman@mwe.com Joseph E Bain joe.bain@emhllp.com Kay Dee Baird kbaird@kdlegal.com, rhobdy@kdlegal.com;crbpgpleadings@kdlegal.com;ayeskie@kdlegal.com;mkelly@kdlegal.com Michael I. Baird baird.michael@pbgc.gov, efile@pbgc.gov Christopher E. Baker cbaker@hbkfirm.com, thignight@hbkfirm.com James David Ballinger jim@kentuckytrial.com, jennifer@kentuckytrial.com Joseph E. Bant jebant@lewisricekc.com William J. Barrett william.barrett@bfkn.com, mark.mackowiak@bfkn.com Ashley Flynn Bartram ashley.bartram@oag.texas.gov, elizabeth.martin@oag.texas.gov Alex M Beeman alex@beemanlawoffice.com, alexbeemanECF@protonmail.com Thomas M Beeman tom@beemanlawoffice.com Richard James Bernard rbernard@foley.com John J Berry john.berry@dinsmore.com, Christina.Lee@DINSMORE.COM Brandon Craig Bickle bbickle@gablelaw.com Robert A. Breidenbach rab@goldsteinpressman.com Wendy D. Brewer wbrewer@jensenbrewer.com, info@jeffersonbrewer.com Kayla D. Britton kayla.britton@faegrebd.com, rachel.jenkins@faegrebd.com;sarah.herendeen@faegrebd.com Jason R Burke jburke@bbrlawpc.com, kellis@bbrlawpc.com Erin Busch ebusch@nebraska.edu Kevin M. Capuzzi kcapuzzi@beneschlaw.com, chartman@beneschlaw.com;docket@beneschlaw.com James E. Carlberg jcarlberg@boselaw.com, mwakefield@boselaw.com;rmurphy@boselaw.com Steven Dean Carpenter scarpenter1@dor.in.gov Deborah Caruso dcaruso@rubin-levin.net, dwright@rubin-levin.net;jkrichbaum@rubin-levin.net;atty_dcaruso@bluestylus.com Deborah J. Caruso trusteecaruso@rubin-levin.net, DJC@trustesolutions.net Joshua W. Casselman jcasselman@rubin-levin.net, angie@rubin-levin.net;atty_jcasselman@bluestylus.com Ben T. Caughey ben.caughey@mcdlegalfirm.com

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Sonia A. Chae chaes@sec.gov John Andrew Chanin jchanin@lindquist.com, srummery@lindquist.com Eboney Delane Cobb ecobb@pbfcm.com Michael Edward Collins mcollins@manierherod.com Michael Anthony Collyard mcollyard@robinskaplan.com, rhoule@robinskaplan.com Eileen Connor econnor@law.harvard.edu Lawrence D. Coppel lcoppel@gfrlaw.com Heather M. Crockett Heather.Crockett@atg.in.gov, carrie.spann@atg.in.gov;molly.funk@atg.in.gov;kenyatta.peerman@atg.in.gov J Russell Cunningham rcunningham@dnlc.net, reaster@dnlc.net David H DeCelles david.h.decelles@usdoj.gov Dustin R. DeNeal dustin.deneal@faegrebd.com, rachel.jenkins@faegrebd.com;sarah.herendeen@faegrebd.com Laura A DuVall Laura.Duvall@usdoj.gov, Catherine.henderson@usdoj.gov Henry A. Efroymson henry.efroymson@icemiller.com Abby Engen aengen@nmag.gov, eheltman@nmag.gov Annette England annette.england@btlaw.com Charles Anthony Ercole cercole@klehr.com, acollazo@klehr.com Carolyn Meredith Fast carolyn.fast@ag.ny.gov Elaine Victoria Fenna elaine.fenna@morganlewis.com Andrew W Ferich awf@chimicles.com Patrick F.X. Fitzpatrick pfitzpatrick@beneschlaw.com, docket@beneschlaw.com;sgarsnett@beneschlaw.com;ccanny@beneschlaw.com;mdabio@beneschlaw.com John David Folds dfolds@bakerdonelson.com, sparson@bakerdonelson.com Jennifer N Fountain jfountain@iislaw.com, sfilippini@iislaw.com Sarah Lynn Fowler Sarah.Fowler@icemiller.com, Kathy.chulchian@icemiller.com Lydia Eve French lydia.french@state.ma.us Jonathan William Garlough jgarlough@foley.com, mstockl@foley.com;mdlee@foley.com Robert P Goe rgoe@goeforlaw.com Douglas Gooding dgooding@choate.com John Andrew Goodridge jagoodridge@jaglo.com, angray@jaglo.com;dwhiggs@jaglo.com Michael Wayne Grant michael.w.grant@doj.state.or.us Alan Mark Grochal agrochal@tydingslaw.com Gregory Forrest Hahn ghahn@boselaw.com, jmcneeley@boselaw.com Julian Ari Hammond Jhammond@hammondlawpc.com, ppecherskaya@hammondlawpc.com Wallace M Handler whandler@swappc.com, jnicholson@swappc.com Adam Craig Harris adam.harris@srz.com Brian Hauck bhauck@jenner.com Jeffrey M. Hawkinson jhawkinson@pcslegal.com, danderson@pcslegal.com Claude Michael Higgins Michael.Higgins@ag.ny.gov Michael W. Hile mhile@jacobsonhile.com, assistant@jacobsonhile.com Sean M Hirschten shirschten@psrb.com Robert M. Hirsh robert.hirsh@arentfox.com John C. Hoard johnh@rubin-levin.net, jkrichbaum@rubin-levin.net;atty_jch@trustesolutions.com

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Andrew E. Houha bkecfnotices@johnsonblumberg.com James C Jacobsen jjacobsen@nmag.gov, eheltman@nmag.gov Christine K. Jacobson cjacobson@jacobsonhile.com, assistant@jacobsonhile.com Jay Jaffe jay.jaffe@faegrebd.com, sarah.herendeen@faegrebd.com;rachel.jenkins@faegrebd.com Benjamin F Johns bfj@chimicles.com, klw@chimicles.com Russell Ray Johnson russj4478@aol.com Kenneth C. Jones kcjones@lewisricekc.com Anthony R. Jost tjost@rbelaw.com, baldous@rbelaw.com Timothy Q. Karcher tkarcher@proskauer.com John M. Ketcham jketcham@psrb.com, scox@psrb.com Taejin Kim tae.kim@srz.com Edward M King tking@fbtlaw.com, lsugg@fbtlaw.com;tking@ecf.inforuptcy.com Michael Orrin King kingm5@michigan.gov, outwaterd@michigan.gov Roy F. Kiplinger bankruptcy@kiplingerlaw.com, bankruptcy@kiplingerlaw.com James A. Knauer jak@kgrlaw.com, tjf@kgrlaw.com Kevin Dale Koons kkoons@kgrlaw.com, smr@kgrlaw.com Harris J. Koroglu hkoroglu@shutts.com, fsantelices@shutts.com Lawrence Joel Kotler ljkotler@duanemorris.com Robert R Kracht rrk@mccarthylebit.com Andrew L. Kraemer akraemer@johnsonblumberg.com, akraemerlawoffice@att.net David R. Krebs dkrebs@hbkfirm.com, dadams@hbkfirm.com Jerrold Scott Kulback jkulback@archerlaw.com Jay R LaBarge jlabarge@stroblpc.com Vilda Samuel Laurin slaurin@boselaw.com Jordan A Lavinsky jlavinsky@hansonbridgett.com David S Lefere dlefere@mikameyers.com, jfortney@mikameyers.com Martha R. Lehman mlehman@salawus.com, marthalehman87@gmail.com;pdidandeh@salawus.com;lengle@salawus.com Gary H Leibowitz gleibowitz@coleschotz.com, jdonaghy@coleschotz.com;pratkowiak@coleschotz.com Donald D Levenhagen dlevenhagen@landmanbeatty.com Elizabeth Marie Little elizabeth.little@faegrebd.com Melinda Hoover MacAnally Melinda.MacAnally@atg.in.gov, Carrie.Spann@atg.in.gov;Kenyatta.Peerman@atg.in.gov Christopher John Madaio Cmadaio@oag.state.md.us John A. Majors jam@morganandpottinger.com, majormajors44@yahoo.com Steven A. Malcoun dsmith@mayallaw.com Jonathan Marshall jmarshall@choate.com Thomas Marvin Martin tmmartin@lewisricekc.com Jeff J. Marwil jmarwil@proskauer.com, npetrov@proskauer.com;pyoung@proskauer.com;jwebb@proskauer.com Richard J Mason rmason@mcguirewoods.com Patrick Francis Mastrian Patrick.mastrian@ogletreedeakins.com, dayna.kistler@ogletreedeakins.com Ann Wilkinson Matthews amatthews@ncdoj.gov

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Rachel Jaffe Mauceri rachel.mauceri@morganlewis.com Michael K. McCrory mmccrory@btlaw.com, bankruptcyindy@btlaw.com Maureen Elin McOwen molly.mcowen@cfpb.gov Harley K Means hkm@kgrlaw.com, kmw@kgrlaw.com;smr@kgrlaw.com;tjf@kgrlaw.com Toby Merrill tomerrill@law.harvard.edu,jjimenez@law.harvard.edu,thoffman@law.harvard.edu Robert W. Miller rmiller@manierherod.com Thomas E Mixdorf thomas.mixdorf@icemiller.com, carla.persons@icemiller.com Evgeny Grigori Mogilevsky eugene@egmlegal.com, jolynn@egmlegal.com James P Moloy jmoloy@boselaw.com, dlingenfelter@boselaw.com;mwakefield@boselaw.com Ronald J. Moore Ronald.Moore@usdoj.gov Hal F Morris hal.morris@oag.texas.gov Michael David Morris michael.morris@ago.mo.gov Kevin Alonzo Morrissey kmorrissey@lewis-kappes.com, soliver@lewis-kappes.com;leckert@lewis-kappes.com;kwilliams@lewis-kappes.com Whitney L Mosby wmosby@bgdlegal.com, floyd@bgdlegal.com C Daniel Motsinger cmotsinger@kdlegal.com, cmotsinger@kdlegal.com;crbpgpleadings@kdlegal.com;shammersley@kdlegal.com;ayeskie@kdlegal.com;mkelly@kdlegal.com Lee Duck Moylan lmoylan@klehr.com, acollazo@klehr.com Abraham Murphy murphy@abrahammurphy.com Justin Scott Murray jmurray@atg.state.il.us Alissa M. Nann anann@foley.com, DHeffer@foley.com Henry Seiji Newman hsnewman@dglaw.com Kevin M. Newman knewman@menterlaw.com, kmnbk@menterlaw.com Cassandra A. Nielsen cnielsen@rubin-levin.net, atty_cnielsen@bluestylus.com,lking@rubin-levin.net Ryan Charles Nixon rcnixon@lamarcalawgroup.com Kathryn Elizabeth Olivier kathryn.olivier@usdoj.gov, denise.woody@usdoj.gov;kristie.baker@usdoj.gov Gregory Ostendorf gostendorf@scopelitis.com, agregory@scopelitis.com Pamela A. Paige ppaige@plunkettcooney.com, amiller@plunkettcooney.com Danielle Ann Pham danielle.pham@usdoj.gov Zachary David Price zach@indianalawgroup.com Jack A Raisner jar@outtengolden.com Jonathan Hjalmer Reischl jonathan.reischl@cfpb.gov James Leigh Richmond James.Richmond@fldoe.org Melissa M. Root mroot@jenner.com David A. Rosenthal darlaw@nlci.com James E Rossow jim@rubin-levin.net, ATTY_JER@trustesolutions.com;robin@rubin-levin.net;lisa@rubin-levin.net Rene Sara Roupinian rsr@outtengolden.com, jxh@outtengolden.com;kdeleon@outtengolden.com;rmasubuchi@outtengolden.com;rfisher@outtengolden.com;gl@outtengolden.com Victoria Fay Roytenberg vroytenberg@law.harvard.edu, jjimenez@law.harvard.edu

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Steven Eric Runyan ser@kgrlaw.com Craig Damon Rust craig.rust@doj.ca.gov, Lindsay.Bensen@doj.ca.gov Karl T Ryan kryan@ryanesq.com, lindsey@ryanesq.com Joseph Michael Sanders jsanders@atg.state.il.us Thomas C Scherer tscherer@bgdlegal.com, floyd@bgdlegal.com James R. Schrier jrs@rtslawfirm.com, lrobison@rtslawfirm.com;jlandes@rtslawfirm.com Ronald James Schutz rschutz@robinskaplan.com H. Jeffrey Schwartz jschwartz@robinskaplan.com Courtney Michelle Scott cscott1@dor.in.gov Joseph E Shickich jshickich@riddellwilliams.com, ctracy@riddellwilliams.com William E Smith wsmith@k-glaw.com, clipke@k-glaw.com Lauren C. Sorrell lsorrell@kdlegal.com, ayeskie@kdlegal.com;swaddell@kdlegal.com Catherine L. Steege csteege@jenner.com, mhinds@jenner.com;thooker@jenner.com Jesse Ellsworth Summers esummers@burr.com, sguest@burr.com Jonathan David Sundheimer jsundheimer@btlaw.com Nancy K. Swift nswift@buchalter.com, cbohnsack@buchalter.com Eric Jay Taube eric.taube@wallerlaw.com, annmarie.jezisek@wallerlaw.com;sherri.savala@wallerlaw.com Meredith R. Theisen mtheisen@rubin-levin.net, dwright@rubin-levin.net;mcruser@rubin-levin.net Meredith R. Theisen mtheisen@rubin-levin.net, jkrichbaum@rubin-levin.net;lisa@rubin-levin.net;cpopp@rubin-levin.net;atty_mtheisen@bluestylus.com Jessica L Titler jt@chimicles.com Todd Christian Toral todd.toral@dlapiper.com, todd-toral-9280@ecf.pacerpro.com Ronald M. Tucker rtucker@simon.com, cmartin@simon.com,bankruptcy@simon.com U.S. Trustee ustpregion10.in.ecf@usdoj.gov Michael Ungar MUngar@mwe.com Sally E Veghte sveghte@klehr.com, acollazo@klehr.com Rachel Claire Verbeke rverbeke@stroblpc.com Amy L VonDielingen avondielingen@woodmclaw.com Carolyn Graff Wade Carolyn.G.Wade@doj.state.or.us Louis Hanner Watson louis@watsonnorris.com Jeffrey R. Waxman jwaxman@morrisjames.com, jdawson@morrisjames.com;wweller@morrisjames.com Christine M.H. Wellons christine.wellons@maryland.gov Philip A. Whistler philip.whistler@icemiller.com, carla.persons@icemiller.com Bradley Winston bwinston@winstonlaw.com, lwheaton@winstonlaw.com Brandon Michael Wise bwise@prwlegal.com Cathleen Dianne Wyatt cwyatt@fbtlaw.com, tacton@fbtlaw.com Joseph Yar jyar@nmag.gov, eheltman@nmag.gov James T Young james@rubin-levin.net, lking@rubin-levin.net;atty_young@bluestylus.com James E. Zoccola jzoccola@lewis-kappes.com

I further certify that on August 28, 2017, pursuant to Section IV.C.3(c) of the Case

Management Procedures, a copy of the foregoing Trustee’s Motion to Sell Real Estate Located in Kennesaw, Georgia, and Certain Personal Property Located Thereon, Free and Clear of All

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Liens, Encumbrances, Claims and Interests with a Prospective Purchaser Identified But Bids Considered was emailed to the following:

Arlington ISD/Richardson ISD: Eboney Cobb at ecobb@pbfcm.com CEC Red Run, LLC: Alan M. Grochal at agrochal@tydingslaw.com SWRE Deal V Building, LLC: Paul Weiser at pweiser@buchalter.com Tarrant County/Dallas County: Elizabeth Weller at dallas.bankruptcy@publicans.com Northwest Natural Gas Company: Ashlee Minty at Ashlee.Minty@nwnatural.com Solar Drive Business, LLC: Chris W. Halling at challing@hallingmeza.com Market-Turk Company: Jordan A. Lavinsky at jlavinsky@hansonbridgett.com Taxing Authority for Harris County, Texas: John P. Dillman at houston_bankruptcy@lgbs.com Texas Comptroller of Public Accounts: Rachel Obaldo at rachel.obaldo@oag.texas.gov Clear Creek Independent School District: Carl O. Sandin at csandin@pbfcm.com Synchrony Bank: Recovery Management Systems Corporation at claims@recoverycorp.com Bexar County: Don Stecker at sanantonio.bankruptcy@publicans.com SWRE Deal V Building, LLC: Nancy K. Swift at nswift@buchalter.com TN Dept. of Revenue: Michael Willey at michael.willey@ag.tn.gov Florida Department of Education: Benman D. Szeto at benman.szeto@fldoe.org Last Second Media, Inc.: T. Todd Egland at tegland@beldenblaine.com Hung Duong: Kevin Schwin at kevin@schwinlaw.com Travis County: Kay D. Brock at kay.brock@traviscountytx.gov Able Building Maintenance: Scott D. Fink at bronationalecf@weltman.com Marathon Ventures, LLC: Daniel M. Karger at kargerlaw@gmail.com Oklahoma County Treasurer: Tammy Jones at tammy.jones@oklahomacounty.org JM Partners LLC: John Marshall at jmarshall@jmpartnersllc.com

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I further certify that on August 28, 2017, pursuant to Section IV.C.3(b)(ii) of the Case Management Procedures, a copy of the foregoing Trustee’s Motion to Sell Real Estate Located in Kennesaw, Georgia, and Certain Personal Property Located Thereon, Free and Clear of All Liens, Encumbrances, Claims and Interests with a Prospective Purchaser Identified But Bids Considered was mailed by first-class U.S. Mail, postage prepaid, and properly addressed to the following:

Tax Commissioner, Cobb County, GA 736 Whitlock Avenue Marietta, GA 30064

Hunter Property Partners, LLC Attn: Brad Johnson One Glenlake Parkway, Suite 1275 Atlanta, GA 30328

Ron Ben-Moshe, Esq. McClure & Korneisher, LLC 6400 Powers Ferry Road, Suite 150 Atlanta, GA 30339

Integra Construction, Inc. 185 Allen Road, Suite 100 Atlanta, GA 30328

Kennesaw/75 Retail Center Owner’s Association c/o Blake G. Dexter 5607 Glenridge Drive Suite 725 Atlanta, GA 30342

City of Kennesaw 2529 J O Stephenson Avenue Kennesaw, GA 30144

/s/ Meredith R. Theisen Meredith R. Theisen

g:\wp80\trustee\caruso\itt educational - 86723901\drafts\sale motions\kennesaw, ga - 2nd\motion sell kennesaw, ga.docx

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LEGAL DESCRIPTION

PARCEL 1

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 91 OF THE 20TH DISTRICT, 2ND SECTION, CITY OF KENNESAW, COBB COUNTY, GEORGIA AS A PORTION OF LOT 3B OF KENNESAW/75 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 1/2 INCH REBAR FOUND ON THE EASTERLY RIGHT OF WAY OF BAKER ROAD (HAVING A 60 FOOT RIGHT OF WAY WIDTH) LOCATED SOUTH 05 DEGREES 42 MINUTES 51 SECONDS WEST A DISTANCE OF 325.19 FEET FROM A 1/2 INCH REBAR FOUND ON THE SOUTHERLY RIGHT OF WAY OF JILES ROAD CONNECTOR (RIGHT OF WAY WIDTH VARIES); THENCE FROM SAID POINT OF BEGINNING AS THUS ESTABLISHED, LEAVING THE EASTERLY RIGHT OF WAY OF BAKER ROAD, PROCEEDING SOUTH 84 DEGREES 58 MINUTES 22 SECONDS EAST, A DISTANCE OF 175.04 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 84 DEGREES 56 MINUTES 50 SECONDS EAST, A DISTANCE OF 38.59 FEET TO A 1/2 INCH REBAR SET; THENCE SOUTH 02 DEGREES 02 MINUTES 42 SECONDS WEST, A DISTANCE OF 440.15 FEET TO A 1/2 INCH REBAR SET; THENCE SOUTH 59 DEGREES 33 MINUTES 55 SECONDS WEST, A DISTANCE OF 274.39 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY OF CSX RAILROAD (RIGHT OF WAY WIDTH VARIES) THENCE ALONG SAID RIGHT OF WAY, FOLLOWING A COUNTERCLOCKWISE CURVE WITH AN ARC DISTANCE OF 193.08 FEET, HAVING A RADIUS OF 2118.02 FEET, SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 39 DEGREES 46 MINUTES 29 SECONDS WEST, 193.01 FEET TO A 1/2 INCH REBAR SET; THENCE CONTINUING ALONG SAID RIGHT OF WAY, NORTH 41 DEGREES 36 MINUTES 58 SECONDS WEST, A DISTANCE OF 67.37 FEET TO A 1/2 INCH REBAR SET; THENCE NORTH 31 DEGREES 14 MINUTES 21 SECONDS WEST, A DISTANCE OF 61.00 FEET TO A 1/2 INCH REBAR SET; THENCE LEAVING SAID RIGHT OF WAY, NORTH 58 DEGREES 46 MINUTES 40 SECONDS EAST, A DISTANCE OF 43.71 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 31 DEGREES 17 MINUTES 09 SECONDS WEST, DISTANCE OF 50.97 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 05 DEGREES 24 MINUTES 13 SECONDS EAST, A DISTANCE OF 223.48 FEET TO A 1/2 INCH REBAR SET; THENCE NORTH 85 DEGREES 50 MINUTES 02 SECONDS EAST, A DISTANCE OF 112.31 FEET TO A POINT ON THE WESTERLY RIGHT OF WAY OF BAKER ROAD (60 FOOT RIGHT OF WAY WIDTH); THENCE ALONG SAID RIGHT OF WAY, FOLLOWING A COUNTERCLOCKWISE CURVE WITH AN ARC DISTANCE OF 92.69 FEET, HAVING A RADIUS OF 60.00 FEET, SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 40 DEGREES 07 MINUTES 13 SECONDS EAST, 83.74 FEET TO A 1/2 INCH REBAR FOUND; THENCE CONTINUING ALONG SAID RIGHT OF WAY, FOLLOWING A COUNTERCLOCKWISE CURVE WITH AN ARC DISTANCE OF 151.96 FEET, HAVING A RADIUS OF 60.00 FEET, SUBTENDED BY A CHORD BEARING A DISTANCE OF NORTH 23 DEGREES 04 MINUTES 31 SECONDS EAST 114.48 FEET TO A POINT; THENCE CONTINUING ALONG SAID RIGHT OF WAY, FOLLOWING A CLOCKWISE CURVE WITH AN ARC DISTANCE OF 9.63 FEET, HAVING A RADIUS OF

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10.00 FEET, SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 21 DEGREES, 52 MINUTES, 05 SECONDS WEST, 9.26 FEET TO A 1/2 INCH REBAR FOUND AT THE POINT OF BEGINNING, CONTAINING 4.50 ACRES AS SHOWN ON ALTA/ACSM LAND TITLE SURVEY FOR ITT EDUCATIONAL SERVICES, INC.; KENNESAW/75 VENTURE, L.P. 8I CHICAGO TITLE INSURANCE COMPANY, MADE BY TRAVIS PRUITT & ASSOCIATES, INC., BEARING THE SEAL AND SIGNATURE OF JOHN G. ADAMS, GA. R.L.S. NO. 2768, DATED FEBRUARY 27, 2007, LAST REVISED MARCH 6, 2007. PARCEL 2: EASEMENTS AND OTHER INTERESTS IN REAL PROPERTY CONTAINED IN THAT CERTAIN DECLARATION OF COVENANTS AND RESTRICTIONS FOR KENNESAW/75 BY KENNESAW/75 VENTURE, L.P., A GEORGIA LIMITED PARTNERSHIP, KENNESAW PARKWAY PARTNERS, L.P., A GEORGIA LIMITED PARTNERSHIP, AND K75 PHASE I LIMITED PARTNERSHIP, A GEORGIA LIMITED PARTNERSHIP, DATED SEPTEMBER 15, 1997, FILED FOR RECORD SEPTEMBER 25, 1997, AND RECORDED IN DEED BOOK 10670, PAGE 466, AFORESAID RECORDS; AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO THE DECLARATION OF COVENANTS AND RESTRICTIONS FOR KENNESAW/75 BY KENNESAW/75 VENTURE, L.P., A GEORGIA LIMITED PARTNERSHIP, DATED JULY 29, 2003, FILED FOR RECORD AUGUST 27, 2003, AND RECORDED IN DEED BOOK 13830, PAGE 5376, AFORESAID RECORDS. PARCEL 3: EASEMENTS AND OTHER INTERESTS IN REAL PROPERTY CONTAINED IN THAT CERTAIN DECLARATION OF EASEMENTS AND COVENANT TO SHARE COSTS FOR KENNESAW/75 BY AND BETWEEN KENNESAW/75 VENTURE, L.P., A GEORGIA LIMITED PARTNERSHIP, KENNESAW/75 RETAIL CENTER ASSOCIATION, INC., A GEORGIA NONPROFIT CORPORATION, AND KENNESAW/75 PROPERTY OWNERS ASSOCIATION, INC., A GEORGIA NONPROFIT CORPORATION, DATED AUGUST 31, 2004, FILED FOR RECORD SEPTEMBER 1, 2004, AND RECORDED IN DEED BOOK 14035, PAGE 5406, AFORESAID RECORDS; AS RE-RECORDED BY THAT CERTAIN DECLARATION OF EASEMENTS AND COVENANT TO SHARE COSTS FOR KENNESAW/75 BY AND BETWEEN KENNESAW/75 VENTURE, L.P., A GEORGIA LIMITED PARTNERSHIP, KENNESAW/75 RETAIL CENTER ASSOCIATION, INC., A GEORGIA NONPROFIT CORPORATION, AND KENNESAW/75 PROPERTY OWNERS ASSOCIATION, INC., A GEORGIA NONPROFIT CORPORATION, DATED AUGUST 31, 2004, FILED FOR RECORD SEPTEMBER 2, 2004, AND RECORDED IN DEED BOOK 14036, PAGE 722, AFORESAID RECORDS. g:\wp80\trustee\caruso\itt educational - 86723901\drafts\sale motions\kennesaw, ga - 2nd\motion sell kennesaw, ga - ex.1.docx

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Case 16-07207-JMC-7A Doc 2030-2 Filed 08/28/17 EOD 08/28/17 12:02:39 Pg 9 of 16

Exhibit 2 Page 10 of 16

Case 16-07207-JMC-7A Doc 2030-2 Filed 08/28/17 EOD 08/28/17 12:02:39 Pg 10 of 16

Exhibit 2 Page 11 of 16

Case 16-07207-JMC-7A Doc 2030-2 Filed 08/28/17 EOD 08/28/17 12:02:39 Pg 11 of 16

Exhibit 2 Page 12 of 16

Case 16-07207-JMC-7A Doc 2030-2 Filed 08/28/17 EOD 08/28/17 12:02:39 Pg 12 of 16

Exhibit 2 Page 13 of 16

Case 16-07207-JMC-7A Doc 2030-2 Filed 08/28/17 EOD 08/28/17 12:02:39 Pg 13 of 16

Exhibit 2 Page 14 of 16

Case 16-07207-JMC-7A Doc 2030-2 Filed 08/28/17 EOD 08/28/17 12:02:39 Pg 14 of 16

Exhibit 2 Page 15 of 16

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Exhibit 2 Page 16 of 16

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2030-12030-22030-3