United States District Court, E.D. Michigan, Southern Division
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR VELOCITY COMMERCIAL CAPITAL LOAN TRUST 2018-2, Plaintiff,
THE AGENCY REALTY EXECUTIVES, LLC, et al., Defendants.
Zachary D. Prendergast Attorney for Plaintiff U.S. Bank
National Association, as Trustee for Velocity Commercial
Capital Loan Trust 2018-2
REVIEWED AND HAVE NO OBJECTION: T.N. Ziedas Assistant United
States Attorney Attorney for Defendant United States of
America, Department of the Treasury, Internal Revenue Service
Moe Freedman Attorney for State of Michigan, Department of
Mona K. Majzoub
ORDER APPOINTING RECEIVER
TERRENCE G. BERG UNITED STATES DISTRICT JUDGE.
matter is before the Court on the Motion of Plaintiff U.S.
Bank National Association, as Trustee for Velocity Commercial
Capital Loan Trust 2018-2 (the
“Plaintiff”) to Appoint Receiver (the
“Motion”). The Court has reviewed the
pleadings. Based upon the pleadings and the evidence, the
Court finds the Motion well-taken and the same is GRANTED.
therefore ORDERED, ADJUDGED, and DECREED as follows:
Appointment of Receiver.
PRODIGY PROPERTIES [by and through its Manager Jeff Lane]
(the “Receiver”) hereby is appointed
receiver of the Receivership Property (as defined below),
effective upon the Receiver posting a bond as required below
and filing an oath in the form attached to this Order as
Exhibit B (the “Effective
Date”). The Receiver's duty to act as receiver
is subject to the terms of this Order.
of the Effective Date, the Receiver is authorized and
directed to take immediate possession and full control of the
Receivership Property, to the exclusion of Defendant The
Agency Realty Executives, LLC (the
“Borrower”) and to take such other
actions as the Receiver deems reasonable and appropriate to
take possession of, to exercise full control over, to prevent
waste, and to preserve, manage, secure, and safeguard the
Receivership Property. The Borrower shall have neither
possession nor control of, nor any right to Income (as
defined below) derived from, the Receivership Property.
Receiver shall take possession of and receive from all
depositories, banks, brokerages, and otherwise (collectively,
“Financial Institutions”), any money on
deposit in all such Financial Institutions belonging to or
arising from the operation of the Receivership Property,
whether such funds be in accounts titled in the name of the
entity or not. All Financial Institutions are directed to
deliver such deposits to the Receiver and such records as the
Receiver may reasonably request with respect to such
accounts. The Receiver may indemnify the Financial
Institution upon whom such demand is made, and is empowered
to open or close any such accounts.
Borrower and all of its employees, agents, and
representatives are ordered to cooperate with the Receiver in
the transition of the management of the Receivership Property
to the Receiver and on the Effective Date turn over to the
Receiver all of the following pertaining to the Receivership
(a) All keys.
(b) Year-end 2017 operating statements, year-end 2018
operating statements, and year-to-date 2019 operating
(c) All on-site employee payroll records and employee files
(d) An inventory of all equipment, furniture, vehicles, and
(e) All information about customers, current orders, and
(f) All existing service contracts.
(g) All pending bids for contractor work.
(h) All insurance policies on the Receivership Property and
(i) Information regarding all insurance claims submitted in
the past three (3) years.
(j) Site plans, specifications, floor plans, drawings,
(k) Documents identifying and summarizing all pending
litigation (excluding this action).
(1) All documents, books, records and computer files,
computer equipment, software, management files, equipment,
furniture, supplies, and all passwords needed to access all
software and computer files, and e-mail accounts maintained
by the Borrower both at the offices of the Borrower and
off-site including, but not limited to, all records
concerning the Income, and the operation and management of
the businesses of the Borrower.
(m) All documents containing formulas, trade secrets,
methods, and processes necessary to the manufacturing of any
products made by the Borrower.
(n) All documents reflecting payables and vendor information.
(o) All information concerning real estate taxes and personal
(p) A list of all utilities and utility accounts.
(q) All leases including all communication/correspondence
(r) Documents pertaining to all pending new leases/renewals.
(s) A current rent roll including, but not limited to, lease
start and end dates.
(t) Tenant contact names and telephone numbers.
(u) The occupant ledgers.
(v) All security deposits, security deposit accounts, and an
accounting for all security deposits.
(w) The petty cash, if any.
(x) A current aged accounts receivable/delinquency report.
(y) An aged listing of all trade payables and other payables.
(z) A list of all historical operating expenses for the
(aa) Such other records pertaining to the management of the
Receivership as may be reasonably requested by the Receiver.
Borrower is under a continuing obligation to turn over all
items listed in Section 1.4 after the Effective Date.
Borrower and its employees, officers, members, and directors
are prohibited from removing any personal property belonging
to the Borrower, or diverting any Income.
Borrower shall fully cooperate with the Receiver in adding
the Receiver and the Plaintiff as additional insureds and
Plaintiff as the loss payee on all insurance relating to the
operation and management of the Receivership Property
including, but not limited to, fire, extended coverage, auto
and van coverage, property damage, liability, fidelity,
errors and omissions, and workers compensation, and modifying
the policies if deemed appropriate by the Receiver. The
Borrower and its employees, agents and representatives are
prohibited from canceling, reducing, or modifying any and all
insurance coverage in existence with respect to the
Receiver's Duties and Authority.
Receiver shall be vested with the following authority,
powers, and duties:
(a) To maintain, secure, manage, operate, repair, and
preserve the Receivership Property in such condition as may
be deemed advisable by the Receiver in its reasonable
(b) To change any and all locks to the Receivership Property
and limit access to some or all of the Receivership Property
as the Receiver deems appropriate.
(c) To assume control over the Receivership Property and to
collect and receive all Income.
(d) To make routine repairs and incidental alterations to the
Receivership Property, as may be necessary, including, but
not limited to, electrical, plumbing, carpentry, masonry, and
any other routine repairs or incidental alterations as may be
required in the course of the ordinary maintenance and repair
of the Receivership Property.
(e) To take such action as deemed appropriate in the
Receiver's discretion to comply with any orders or
notices of violation affecting the Receivership Property
issued by any federal, state, county, or municipal authority
having jurisdiction thereof.
(f) To prepare and maintain complete books, records, and
financial reports of the Receivership Property in a form
acceptable to the Court.
(g) To allow the Plaintiff, its counsel and appraisers and
other independent third party consultants engaged by the
Plaintiff access to the Receivership Property at all
reasonable times to inspect the Receivership Property and all
books and records, and to cooperate with the Plaintiff, its
counsel, appraisers, and other independent third-party
consultants to evaluate the Receivership Property.
(h) To retain, hire, or discharge employees of the Borrower
(none of whom are, or shall be deemed to be, employees of the