PENDING MECM Upgrade Failed to apply update changes 0x80004005

[coryneffc]

I have not been able to upgrade from 2303 to 2409 offline mode on air-gapped network.
Pass Prereqs.
logs fail installing
"Turning on activation for service broker queue"
"Failed to apply update changes 0x80004005"
"Info: SQL Conneciton succeeded. Connection: SMS Access, Type: Secure"
"Error information persisted in the database"

All virus and firewalls are disabled on MECM and SQL server.