Opinion

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

BANK HAPOALIM B.M.,

Plaintiff,

Civil Action No. 25-18047 (GC) (JTQ)

v.

MEMORANDUM ORDER

ALLSTATE SALES GROUP INC., et al.,

Defendants.

THIS MATTER comes before the Court upon the Motion of Plaintiff Bank Hapoalim

B.M. (BHI) for the appointment of Province Fiduciary Services, LLC, by and through Thomas

Buck (Receiver), as receiver over certain real and personal property assets of Defendants Allstate

Sales Group Inc. (ASG), Ocean Properties LLC, Ocean Investment Holdings LLC, Ocean Property

Management LLC, Ocean Property Management II LLC, Home Services USA LLC, and Aegis

Service Group LLC, who consent to the appointment of a Receiver. (ECF No. 3); and

WHEREAS BHI filed a Complaint in federal court on December 1, 2025, asserting claims

of breach of contract, foreclosure on and enforcement of security interest, and mortgage

foreclosure against Defendants. (ECF No. 1 ¶ 3.) BHI alleges that it is a senior secured, asset-

based creditor of Defendants and that it holds a first-priority security interest in and lien on

“substantially all of the Defendants’ assets.” (Id. ¶ 2.) The Complaint includes as attachments: (1)

a Loan and Security Agreement dated April 20, 2022, by and among BHI and Defendants (the

Loan Agreement) (see ECF No. 1-1); (2) a Forbearance Agreement and Amendment No. 4 to the

Loan and Security Agreement dated April 18, 2025, by and among BHI and Defendants (the

Forbearance Agreement) (see ECF No. 1-2); and (3) several notes containing acceleration and

cross-default provisions by which Defendant Ocean Properties, pursuant to the Loan Agreement,

granted security interests in real estate it owned to BHI (the Real Estate Term Loan Notes) (see

ECF Nos. 1-3 to 1-8); and

WHEREAS BHI’s Complaint states that through the aforementioned documents, and

pursuant to the Loan Agreement and related loan documents, Defendants granted BHI a security

interest in, among other things, all Accounts, Books and Records, cash and cash equivalents,

Chattel Paper, Commercial Tort Claims, Commodity Accounts, Deposit Account and all funds on

deposit therein, Documents, Electronic Chattel Paper, Equipment, Equity Interests, General

Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights,

Proceeds of the foregoing property, and the real estate specified in the Real Estate Term Loan

Notes (collectively, the Collateral). (ECF No. 1 ¶ 17; see also ECF No. 1-1 at 69); and

WHEREAS BHI’s Complaint states that it properly perfected its security interest in the

Collateral by timely filing a UCC-1 financing statement in each appropriate jurisdiction, which it

attached as an exhibit to the Complaint. (Id. ¶ 18.) The mortgages were duly recorded, perfecting

BHI’s security interests in the real estate in each of the aforementioned Real Estate Term Loan

Notes. (Id. ¶ 19.) BHI believes its security interest in the Collateral is prior to any other security

interest. (Id. ¶ 20); and

WHEREAS the Real Estate Term Loan Notes provide for the appointment of a receiver

upon default. The appointment of a receiver upon default is included in: (a) Section 8.1(g) of the

Mortgage, Assignment of Leases and Rents, Fixture Filing and Security Agreement associated with

the New Jersey Note (ECF No. 1-4 at 19); (b) Section 18(a)(vii) of the Deed to Secure Debt,

Assignment of Leases and Rents and Security Agreement associated with the Georgia Note (ECF

No. 1-6 at 18); and (c) Section 8.1(g) of the Mortgage, Assignment of Leases and Rents, Fixture

Filing and Security Agreement associated with the South Carolina Note (ECF No. 1-8 at 29); and

WHEREAS BHI alleges that Defendants defaulted on the Real Estate Term Loan Notes

and, later, defaulted under Sections 12.1(a) and 12.1(b) of the Loan Agreement. (Id. ¶¶ 21-26);

and

WHEREAS Defendants ceased operations and terminated their employees on September

4, 2025. (ECF No. 3 at 2); and

WHEREAS BHI now seeks an appointment of a receiver “over BHI’s secured collateral

held by the Defendants during the pendency of this case to protect its interests in the Collateral

and to maximize the possibility of recovering the sums owed to it by the Defendants.” (Id. at 1.)

BHI argues that the Collateral is at “risk of immediate dissipation and irreparable harm” and that

there is “an imminent risk of theft and loss to the equipment [and] assets[.]” (Id. at 3.) According

to BHI, the cease in operations may give rise to “litigation or setoff claims by ASG’s customers”

and will “prevent the collection of receivables,” the latter of which is a “significant part of BHI’s

Collateral base.” (Id. at 2-3.) Moreover, BHI states that certain of the Collateral, such as

machinery and equipment, “must be secured to prevent further loss, theft, or damage” because

“appropriate security” may not be in place to safeguard “easily movable equipment, machinery,

and vehicles,” which may “dissipate another source of recovery for creditors.” (Id.); and

WHEREAS BHI avers that “Defendants are in default under their loan agreements with

Plaintiff with a combined current outstanding principal balance of approximately $21.4 million.”

(Id. at 2); and

WHEREAS Defendants do not oppose the appointment of a receiver and consent to BHI’s

Motion and Proposed Order. (ECF No. 7); and

WHEREAS the Court held an in-person hearing on this Motion on January 22, 2026, with

counsel for Plaintiff and Defendants present (ECF No. 25); and

WHEREAS “Federal Rule of Civil Procedure 66 empowers a federal court to appoint a

receiver in a pending litigation.” Wells Fargo Bank, N.A. v. Lichter Gateway IV, LLC, Civ. No. 17-

2036, 2017 WL 5957072, at *5 (D.N.J. Dec. 1, 2017); see also 28 U.S.C. § 754. However, the

appointment of a receiver is a “drastic” and “extraordinary” remedy. Id. (citing Leone Indus. v.

Associated Packaging, Inc., 795 F. Supp. 117, 120 (D.N.J. 1992), and Maxwell v. Enter. Wall Paper

Mfg. Co., 131 F.2d 400, 403 (3d Cir. 1942)). A court must take caution when exercising this power.

Id.; see also 12 Wright, Miller, Kane & Marcus, Federal Practice and Procedure, § 2983 (2d ed.)

(“The appointment of a receiver is considered to be an extraordinary remedy that should be

employed with the utmost caution and granted only in cases of clear necessity to protect plaintiffs

interests in the property.”); and

WHEREAS “A receiver is often appointed upon application of a secured creditor who

fears that his security will be wasted.” Pusey & Jones Co. v. Hansen, 261 U.S. 491, 497 (1923);1

and

WHEREAS there is no precise formula for determining when a receiver should be

appointed,2 but courts in the District of New Jersey “uniformly require” demonstration of at least

three factors: (1) “an equitable interest in the property to be seized or . . . judgments that cannot

otherwise be satisfied,” (2) “imminent danger of [the] property being lost, injured, diminished in

1 Courts in this district generally apply federal law to a motion to appoint receiver in federal

diversity actions such as this one. See Fimbel v. Fimbel Door Corp., Civ. No. 14-1915, 2016 WL

1379788, at *2 (D.N.J. Apr. 7, 2016) (collecting cases). Moreover, BHI’s brief states that federal

law should apply. (ECF No. 3 at 4 (“In a diversity case, such as this, the appointment of a receiver

is a procedural matter governed by federal law and equitable principles.”).) As such, the Court

applies federal law.

2 See, e.g., Canada Life Assur. Co. v. LaPeter, 563 F.3d 837, 844 (9th Cir. 2009) (“[T]here

is ‘no precise formula for determining when a receiver may be appointed.’” (citation omitted)).

value or squandered,” and (3) “[that other] legal remedies are inadequate.”3 Fimbel v. Fimbel Door

Corp., Civ. No. 14-1915, 2016 WL 1379788, at *3 (D.N.J. Apr. 7, 2016) (quoting Leone Indus. v.

Associated Packaging, Inc., 795 F. Supp. 117, 120 (D.N.J. 1992)); and

WHEREAS courts in this district have also considered additional factors used in

Pennsylvania according to the Court’s discretion. See, e.g., id. Those factors include: “(1) the

probability of the plaintiff's success in the action; (2) the possibility of irreparable injury to the

plaintiff's interests in the property; (3) the inadequacy of the security to satisfy the debt; (4) the

probability that fraudulent conduct has occurred or will occur to frustrate the plaintiff's claim; (5)

the financial position of the debtor; (6) the imminent danger of the property being lost, concealed,

injured, diminished in value, or squandered; (7) the inadequacy of available legal remedies; (8) the

lack of a less drastic equitable remedy; and (9) the likelihood that appointing a receiver will do

more harm than good.” Id.; and

WHEREAS here, each of the New Jersey factors are met, and the Pennsylvania factors

also counsel in favor of the appointment of a receiver. Beginning with the New Jersey factors,

first, BHI has established that it has an interest in the property to be seized, as it has submitted

evidence of its perfected security interest in the Collateral. (See ECF No. 1-9.) Therefore, any

diminished value of the Collateral would result in an imminent loss to BHI. See Fimbel, 2016 WL

1379788, at *4 (finding this factor met where the plaintiffs, as shareholders, had equitable interests

in the value of the defendant’s stock, and that diminishment of defendant’s assets would thus result

in an “immediate loss” to the plaintiff). Second, at the hearing before the Court, BHI demonstrated

3 BHI’s briefing focuses on factors considered in Wells Fargo Bank, N.A. v. CCC Atlantic,

LLC, 905 F. Supp. 2d 604 (D.N.J. 2012). The Court instead uses factors as discussed in Fimbel,

which is published later and which considered CCC Atlantic in rendering its decision. See 2016

WL 1379788, at *2 (citing CCC Atlantic).

that the Collateral is in imminent danger of being lost, damaged, diminished in value, or

squandered. BHI noted in its briefing that the value of Defendants’ properties “continue[s] to

diminish absent the appointment.” (ECF No. 3 at 7.) Moreover, BHI notes that “appropriate

security” may not be in place to “safeguard easily movable equipment, machinery, and vehicles,”

which “may dissipate another source of recovery for creditors” absent intervention. (Id. at 3.) As

such, there are “serious questions” as to whether BHI’s loans will ever be repaid. Fimbel, 2016

WL 1379788, at *5 (finding imminent danger existed where indicators suggested that debts could

not be repaid). Third, BHI lacks an adequate remedy at law, as the Collateral may be destroyed or

depleted before BHI can obtain a legal judgment.

Taken together, an equitable intervention is warranted under the factors considered by New

Jersey district courts; and

WHEREAS consideration of the factors used by Pennsylvania district courts to assess

whether to appoint a receiver counsels further in favor of appointment. At the hearing before the

Court, Defendants did not contest that they are in default of the BHI agreements and consented to

the appointment of a receiver. Therefore, it is likely that BHI will prevail on its breach of contract

claim arising from Defendants’ default on the Loan Agreement. (See also ECF No. 3 at 7 (arguing

same).) In addition, Defendants are financially unstable. As set forth during the hearing,

Defendants have failed to make payments due to BHI under their various agreements, and the

company has ceased all operations. As such, BHI avers that “Defendants are no longer generating

revenue to repay their creditors, including BHI.” (ECF No. 1 at 7.) Given Defendants’ liability

and their inability to protect any remaining collateral, the Court finds that appointing a receiver to

preserve Defendants’ assets is in the best interest of BHI and other creditors.

Taken together, these factors counsel in favor of appointment of a receiver; and

WHEREAS for the reasons set forth on the record at the hearing held on January 22, 2026,

and for other good cause shown,

IT IS on this 5th day of February 2026 ORDERED as follows:

1. The Motion (ECF No. 3) establishes sufficient grounds for the relief requested and based

on the consent of Defendants, the Motion is GRANTED as set forth herein.

2. Until further order of this Court, Receiver is appointed as receiver of Defendants and all of

the Receivership Property (defined below) to serve with the requirement of bond being

waived. This receivership proceeding is hereinafter referred to as the “Receivership;” and

the estate created in the Receivership and consisting of the Receivership Property is

hereinafter referred to as the “Receivership Estate.”

3. Province and its support staff, as well as Receiver’s Professionals (defined below) are

entitled to reasonable compensation and expense reimbursement from the Receivership

Estate on a monthly basis. Province is authorized to receive payment of compensation from

the Receivership Estate based upon the following rates:

a. $50,000 monthly Receiver Fee (in consideration of Thomas Buck’s time), to be

paid and earned upon receipt on the first day of each calendar month during the

term of the Receivership Estate or until Receiver’s termination, resignation, or

removal by the Court, which such termination, resignation, or removal may be

warranted upon Receiver’s willful failure to adhere to the terms and conditions

contained in this Order.

b. Support Staff of Province (not inclusive of Thomas Buck) shall bill the

Receivership Estate based on its then-current market hourly rates, in one tenth of

an hour increments, as follows:

LEVEL PER HOUR (USD)

Managing Directors and Partners $850-$1,450

Vice Presidents, Directors, and Senior Directors $700-$1,050

Analysts, Associates, and Senior Associates $350-$825

Other / Para-Professional $270-$450

The hourly rates for the Support Staff currently contemplated for this

engagement range from $350-$650 USD per hour.

c. Total fees, inclusive of the Receiver Fee, shall be capped at $95,000 USD per

month (the “Receiver Fee Cap”); provided, however, Province can apply any prior

monthly overage to months where fees are below $95,000. The Court may

authorize an increase, on the one hand, or decrease, on the other hand, in the

Receiver Fee and/or the Receiver Fee Cap after notice and a hearing to the extent

necessary to avoid manifest injustice or if the scope of the Receivership expands

or narrows, respectively, provided that parties are given appropriate notice and an

opportunity to be heard. The Receiver Fee Cap and the compensation of the

Receiver’s Professionals shall at all times be subject to subsection (h) of Local

Civil Rule 66.1 (the “Local Rule”), and the Court may adjust the Receiver Fee

Cap and/or the fixed compensation of the Receiver’s Professionals as may

become appropriate to comply with the Local Rule after notice and a hearing.

4. In addition, Receiver shall be entitled to reimbursement for all reasonable out-of-pocket

expenses incurred in connection with its services.

5. The Receiver’s fees, expenses, and operating expenses, including the fees and expenses

of the Receiver and his Professionals, shall be paid subject to Paragraph 6 hereof and in

accordance with a 13-week budget acceptable to the Plaintiff and the Court (together with

all updates, amendments, and supplements thereto, the “Budget”). The Budget shall be

updated on a monthly basis. Each Budget shall, after being submitted to and approved by

Plaintiff, be filed with the Court on seven (7) days’ notice to Plaintiff, Defendants, and

any other persons filing a formal notice of appearance in this proceeding. If an objection

to the Budget is interposed, or if the Court has any questions or concerns regarding the

Budget, the Court shall schedule a hearing to resolve the objection or address the Court’s

questions or concerns, respectively; provided however, the Receiver shall be permitted to

operate in accordance with the proposed Budget until such time that the Court has

approved the Budget (including as the same may be revised to address any objection or

Court question or concern). The Receiver shall complete an initial proposed Budget and,

once approved by Plaintiff, file it with the Court within 14 days of this Order.

6.

a. Plaintiff asserts that any and all cash of the Defendants, including cash and other

amounts on deposit or maintained in any bank account or accounts of the

Defendants and any amounts generated by the collection of accounts receivable or

other disposition of Plaintiff’s Collateral existing as of the commencement of the

Receivership or arising or acquired after the commencement of the Receivership,

together with all proceeds of any of the foregoing, is cash Collateral of Plaintiff.

Plaintiff shall retain liens and security interests in any and all existing and after

arising Receivership Property, including, without limitation, all cash proceeds of

Receivership Property, of the same kind, category and character that Plaintiff held

a perfected lien against as of the commencement of the Receivership, in the same

nature, extent, priority, and validity that such liens existed as of the

commencement of the Receivership. For the avoidance of doubt, Plaintiff shall

retain such liens and security interests in any and all cash proceeds of

Receivership Property generated by the Receivership Estate, regardless of

whether such cash is held on deposit in a BHI bank account or any non-BHI bank

account with respect to which BHI does not have a control agreement with the

bank at which such account is maintained.

b. Upon the entry of this Order, the Receivership Estate shall open a new bank

account at a bank other than BHI (the “Collections Account”) that is FDIC-

insured for receipt of third-party collections and the Receivership Estate shall

open a new bank account at a bank other than BHI (the “Operating Account”) for

protective advances from BHI and disbursement of Receivership expenses. The

Plaintiff shall cease sweeping funds and shall facilitate the transfer of any existing

funds to the Operating Account for administration of case. To the extent there is

not sufficient cash in the Operating Account, Plaintiff will provide protective

advances for the payment by the Receiver of any outstanding fees, expenses, and

operating expenses of the Receivership Estate in accordance with the Budget or as

otherwise ordered by the Court; provided, however, the Receiver shall make any

such funding request at least three business days prior to the time that any

outstanding fees, expenses, and operating expenses are sought to be paid by the

Receiver; provided further, however, that Plaintiff shall not be required to make

protective advances for any fees or expenses that are not set forth in the Budget.

Upon reasonable funding request by the Receiver, Plaintiff may make protective

advances for fees and expenses that are not set forth in the Budget. Any protective

advances made by Plaintiff shall not be subject to the interim distribution

mechanism set forth in subsection (d) of this paragraph and shall be repaid by the

Receiver in full promptly when funds become available and without the need for

further Court order. Upon entry of this Order, Plaintiff will make a protective

advance of $52,150 to the Receivership Estate to bind D&O insurance for

Receiver. The Receiver need not obtain Court approval prior to the disbursement

of Receivership funds from the Operating Account for expenses in the ordinary

course of the administration and operation of the Receivership, which expenses

shall include, without limitation, reimbursement to Plaintiff of any advances made

by Plaintiff to Receiver to fund expenses set forth in the Budget.

c. On or before the tenth (10th) day of each month, the Receiver shall provide

Plaintiff and Defendants with an accounting, for the preceding month, of (i)

collections of proceeds of Receivership Property, by category of collateral (e.g.,

real property, equipment, and accounts receivable), and (ii) expenses paid.

d. On or before the twentieth (20th) day of each month following the month for

which a distribution is sought, based on the information provided by the Receiver

in subsection (c) above, the Plaintiff shall file a monthly (for the previous month)

statement (the “Monthly Distribution Statement”) seeking a distribution to

Plaintiff from proceeds of Receivership Property other than accounts receivable

(and with respect to accounts receivable, distribution will be subject to a separate

application as set forth herein in subsection (e)). The Monthly Distribution

Statement shall be filed with the Court on fourteen (14) days’ notice to Receiver,

Defendants, and any other persons filing a formal notice of appearance in this

proceeding. Any objection to the Monthly Distribution Statement must be in

writing, filed with the Court, and set forth the nature of the objection and the

amount at issue. If no objection to the Monthly Distribution Statement is filed in

the fourteen (14) day notice period (the “Objection Deadline”), then the

distribution sought by the Monthly Distribution Statement shall be deemed

approved. Upon the expiration of the Objection Deadline, the Receiver shall

promptly pay Plaintiff an amount (the “Interim Payment”) equal to the lesser of (i)

ninety percent (90%) of the distribution requested in the Monthly Distribution

Statement, or (ii) one-hundred percent (100%) of the requested distribution not

subject to any objection. If an objection to the Monthly Distribution Statement is

filed and the Plaintiff, Receiver, and respective objecting party are able to resolve

the objection, the Receiver shall file a statement indicating that the objection is

withdrawn and describing the terms of the resolution, and the Receiver shall

promptly pay Plaintiff that portion of the Monthly Distribution Statement which is

no longer subject to an objection. If Plaintiff, Receiver, and the respective

objecting party are unable to reach a resolution of the objection within fourteen

(14) days after service of the objection, then Plaintiff may either (a) file a

response to the objection with the Court together with a request for payment of

the difference, if any, between the Interim Payment and the objected-to portion of

the requested distribution (the “Incremental Amount”); or (b) forego payment of

the Incremental Amount until the next interim or final application or any other

date and time so directed by the Court at which time it will consider and dispose

of the objection, if so requested.

e. In addition to the foregoing, Plaintiff shall have the right to seek to receive, and

Receiver shall have the right to seek to distribute to Plaintiff, as applicable,

payment for all amounts previously collected by Receiver but not paid or

distributed to Plaintiff, including, without limitation the balance of the distribution

sought by Plaintiff in filed Monthly Distribution Statements deemed approved and

not yet paid and proceeds of Defendants’ accounts receivable, as part of a final

distribution in this action or such earlier date that is approved by the Court.

Distribution applications filed under this Section 6(e) shall follow the same

objection and approval procedure as applications under Section 6(d).

7. Notwithstanding the foregoing, Plaintiff expressly agrees that its liens and security

interests shall be subject to a carve-out from its Collateral for: (i) the payment of the

reasonable fees and expenses of the Receiver subject to and limited by the Budget (the

“Receiver Carve-Out”), and (ii) the reasonable professional fees and expenses of the

Receiver’s counsel and any other Professionals retained by the Receiver with Court

approval subject to and limited by the Budget (the “Professional Carve-Out”). Plaintiff

agrees and consents to the use by the Receiver of Cash Collateral: (i) for the payment of

the Receiver Carve-Out; and (ii) for the payment of the Professional Carve-Out. The

Receiver Carve-Out and Professional Carve-Out shall constitute super-priority liens on

all Receivership Property, senior to any existing liens or claims, and shall be used solely

to pay the fees and expenses of the Receiver and his Professionals as approved by the

Court. These Carve-Out funds shall not be available to any other creditor until the full

payment of the allowed fees and expenses of the Receiver and his Professionals.

8. Upon the reasonable request by Plaintiff, and at Plaintiff’s expense, Receiver shall

promptly provide Plaintiff any and all documentation or information relating to the

Collateral of Plaintiff that is reasonably available to the Receiver, including, without

limitation, accounts receivable and real and personal property.

I. General Powers and Duties of Receiver

9. The Receiver shall have all powers, authorities, rights and privileges heretofore possessed

by the directors, officers, and managers of the Defendants under applicable state and

federal law, by the governing charters, bylaws, articles and/or agreements in addition to

all powers and authority of a receiver at equity, and all powers conferred upon a receiver

by the provisions of 28 U.S.C. §§ 754, 959 and 1692, Fed. R. Civ. P. 66, and the Local

Rule.

10. No person holding or claiming any position of any sort with the Defendants shall possess

any authority to act by or on behalf of the Defendants.

11. Effective on the date of the entry of this Order (the “Effective Date”), Receiver is

authorized to: (i) take possession, custody and control of the Receivership Property,

subject to all existing liens, claims, and encumbrances; and (ii) perform all acts

reasonable and necessary to manage, protect, and preserve the Receivership Property,

without further order of the Court. As used in this Order, (a) “Property” means any legal,

equitable or beneficial interest in, right to, or claim to any real and personal property,

including, without limitation, funds, vehicles, boats, certificates of title, accounts with

any Financial Institution (defined below), chattels, choses in action, chattel paper, claims,

causes of action against other persons or entities, goods, instruments, equipment, fixtures,

general intangibles, electronically stored information, leaseholds, mail or other deliveries,

inventory, checks, notes, accounts, credits, contracts, receivables, shares of stock,

membership interests in any limited liability company, partnership interests, inheritances,

options, contractual rights, interests in any trust, art, collectibles, furnishings, jewelry,

personal effects and all cash or money, wherever located, and (b) “Receivership

Property” means Property of any and every kind whatsoever that is (i) owned, controlled

or held by or for the benefit of any Defendant, in whole or in part; (ii) in the actual or

constructive possession of any Defendant, or other individual or entity acting in concert

with any Defendant; (iii) held by an agent of any Defendant, including as a retainer for

the agent’s provision of services; or (iv) owned, controlled or held by, or in the actual or

constructive possession of, or otherwise held for the benefit of, any entity directly or

indirectly owned or controlled in whole or in part by any Defendant.

12. Without limiting the foregoing, but subject to the Budget, the Receiver shall have the

following general powers and duties:

a. To use reasonable efforts to determine the nature, location and value of all

Receivership Property;

b. To use reasonable efforts to take immediate custody, control and possession of all

Receivership Property and records relevant thereto from the Defendants;

c. With respect to the Receivership Property that is real property, to enter upon and

take immediate possession of the real property, and demand, collect and receive

the rents, income, revenues, proceeds and profits derived from tenants at the

property, their sublessees or any occupants in possession thereof. The Receiver

may access and use office equipment at the real property used by Defendants or

its property manager, including computer equipment, software programs and

passwords, to the extent that such equipment was acquired and/or is owned by

Defendants;

d. To operate, manage and lease the Receivership Property that is real property, and

to market such property for lease and/or for sale, or to retain a reputable and

experienced management company (including, but not limited to, an affiliate of

the Receiver), maintenance personnel, broker, leasing agent and/or marketing

agent to operate, manage and lease the property, and to market the property for

lease and/or for sale, without further order of this Court, but with the consent of

BHI, at competitive rates plus reimbursement of its reasonable and necessary out-

of-pocket expenses provided, however, that no Receivership Property that is real

property shall be sold or transferred without prior order of this Court authorizing

such sale or transfer;

e. To sue for and collect, recover, receive and take into possession from third parties

all Receivership Property and records relevant thereto;

f. To take any action which, prior to the entry of the Order appointing the Receiver,

could have been taken by the officers, directors, partners, managers, trustees, and

agents of the Defendants;

g. To retain and pay professionals (e.g., accountants, attorneys, financial or business

advisers, appraisers, investment bankers, liquidating agents, real estate agents,

forensic experts, brokers, traders or auctioneers (collectively, “Professionals”);

provided, however, that the definition of Professionals as used in this Order shall

not include current or former officers, directors, employees, agents, managers, or

other personnel of Defendants) to advise and assist Receiver with respect

to management, operation, or disposition of the Receivership Property and to

protect and preserve the interest and rights of Receiver in fulfilling his duties

hereunder, including, without limitation, Professionals that are currently or have

previously been engaged by Defendants; with such retention to be retroactive to

the date of the Complaint and with respect to proposed counsel to the Receiver to

October 29, 2025;

h. To retain and pay current or former employees, agents, managers, or other

personnel of Defendants to advise and assist Receiver in performing his duties

hereunder;

i. To take such action as necessary and appropriate for the preservation of

Receivership Property or to prevent the dissipation or concealment of

Receivership Property;

j. To issue subpoenas for documents and testimony consistent with the Federal

Rules of Civil Procedure;

k. To bring such legal actions based on law or equity in any state, federal, or foreign

court as the Receiver deems necessary or appropriate in discharging his duties as

Receiver;

l. To pursue, resist and defend all suits, actions, claims and demands which may

now be pending or which may be brought by or asserted against the Receivership

Estate;

m. To maintain current insurance policies or procure new insurance policies;

n. To collect, receive, sue for, and compromise all accounts receivable, earnings,

rents, issues, income, profits, and other revenues and contractual claims that

constitute or relate to the Receivership Property (the “Revenues”) now due and

unpaid and that become due during the Receivership;

o. To file voluntary bankruptcy petitions on behalf of any Defendants with the

consent of Plaintiff;

p. To assume control over, operate, and/or wind down the business of Defendants in

such manner, to such extent, and for such duration as Receiver may deem

necessary or appropriate, if at all, and pursue and preserve all of Defendants’

claims or interests as Receiver deems to be in the best interest of the Receivership

Estate in Receiver’s business judgment;

q. To enter into and reject contracts and leases;

r. To take and have complete and exclusive control over Defendants’ bank accounts

(and all balances and funds therein), maintain and utilize the Collections Account

and the Operating Account (which shall be used exclusively for deposits and

disbursements of the Revenues and funds of the Receivership Estate), or to open

one or more new deposit accounts as Receiver and Plaintiff may agree in writing

and direct payors to deposit funds due and owing to Defendants in such deposit

accounts;

s. To obtain any and all financial records, statements, and other documents

pertaining to Defendants from any bank, credit union, savings and loan

association, insurance company, or other financial institution (collectively, the

“Financial Institutions”) (and all Financial Institutions are hereby directed to

deliver to Receiver all such financial records, statements, and other documents

pertaining to Defendants as requested by Receiver); and

t. To take all other actions as may be deemed advisable or appropriate to carry out

the duties, powers, and authorizations granted to Receiver or to maximize the

value of the Receivership Property.

13. The Receiver is not responsible or liable for the preparation of any tax returns nor

payment of any tax liabilities that arose prior to the Receivership; provided, however, the

Receiver is authorized and directed to timely pay all tax obligations of the Receivership

Estate (including payroll taxes and sales/use taxes) that accrue during the Receivership,

as these are necessary expenses of preserving the Receivership Estate. The Receiver’s

compliance with this provision shall satisfy any ‘responsible person’ duty under

applicable tax law, and the Receiver shall not incur personal liability for any tax liabilities

of Defendants that arose prior to the Receivership, including trust fund taxes incurred

prior to the Receivership.

14. On the Effective Date, Defendants (and, where applicable, Defendants’ officers,

shareholders, directors, partners, assigns, agents, servants, employees, accountants, and

attorneys), all persons and entities claiming by or through Defendants, and all other

persons and entities shall:

a. surrender possession of all of the Receivership Property to Receiver, of whatever

nature and wherever located, whether such Receivership Property is in the

possession of Defendants or any affiliate of Defendants, or any of their officers,

directors, partners, shareholders, representatives, professionals, employees, or

agents, or any other person or entity, and all of such Receivership Property shall

be, on the Effective Date, placed in custodia legis of the Court;

b. immediately provide access, means of access, and make available to Receiver all

account signatory access, keys, codes, passwords, books, records, computer

hardware and software (including all computer programs, data bases, disks, and

other media owned or licensed by Defendants or upon which information

regarding the property, assets, accounts, and businesses of Defendants are stored,

recorded, or located), mail, email, and other correspondence addressed to or

which may contain information regarding the Receivership Property and affairs of

Defendant; provided, however, that to the extent Receiver seeks access to such

mail, email and other correspondence by parties other than Defendants, the

obligation of such parties to produce shall be subject to any and all applicable

privileges;

c. immediately disclose to Receiver the nature, amount, and location of any and all

Receivership Property, including, books, records, computer programs, and media

owned by Defendants or connected with businesses of Defendants, and shall

immediately turnover to Receiver all Receivership Property forthwith; and

d. cooperate with Receiver and abide by Receiver’s requests for information and

documentation so that Receiver may perform Receiver’s function with full

information and knowledge.

15. The Receiver, solely in his capacity as Receiver or through his associates, employees,

agents and independent contractors is authorized, but not directed to take the following

specific actions:

a. Physical Asset Inspection and Validation

b. Review of Asset Security Measures

c. Patrol and Guard Services Assessment

d. Ascertain Real Estate and/or Personal Collateral and Develop Sale Strategy

e. Financial Data Review – Accounts Receivable

i. Gain access to financial records and

1. Preserve a copy/image of the current data.

2. Determine the system software and hardware necessary to operate.

3. Identify any special skills or personnel necessary to

manage/operate systems.

ii. Determine means necessary to maintain system in current environment.

iii. Review the latest accounts receivable (A/R) aging report.

iv. Assess A/R quality with focus on:

1. Top customers by outstanding balance.

2. Days Sales Outstanding (DSO).

3. Credit concentration risks.

4. Disputed or delinquent accounts.

v. Confirm that receivables are:

1. Clearly recorded

2. Appropriately reconciled

vi. Speak with Defendants and any other persons regarding the Collateral.

vii. Work with customers and third-party carriers to complete contracts in

process and minimize setoff claims against receivables.

viii. Communicate with customers and facilitate collection of receivables.

II. Access to Real and Personal Property

16. The Receiver is authorized to take immediate possession of and secure all premises owned,

rented, leased, and otherwise controlled by Defendants, wherever located. Upon receiving

actual notice of this Order by personal service, email, mail, facsimile transmission, or

otherwise, all persons other than law enforcement officials acting within the course and

scope of their official duties or tenants under a lease with Defendants, are (without the

express written permission of the Receiver) prohibited from: (a) entering such premises;

(b) removing anything from such premises; or, (c) destroying, concealing or erasing

anything on such premises.

17. In order to execute the express and implied terms of this Order, the Receiver is authorized

to change door locks to the premises described above. The Receiver shall have exclusive

control of the keys. The Defendants, or any other person acting or purporting to act on their

behalf, are ordered not to change the locks in any manner, nor to have duplicate keys made,

nor shall they have keys in their possession during the term of the receivership.

18. The Receiver is authorized to open all mail directed to or received by or at the offices or

post office boxes of the Defendants, and to inspect all mail opened prior to the entry of this

Order, to determine whether items or information therein fall within the mandates of this

Order.

19. Despite the foregoing, this Order does not transfer ownership of any Receivership Property

or any Defendant to the Receiver. The Receiver is an officer of the Court and shall not be

deemed an owner or operator of the business or assets of Defendants, nor a successor

employer of Defendants, for any purpose. The Receiver is not a successor to any of the

Defendants and shall not have successor liability with respect to any pending or future

claims against Defendants. All employees of the Defendants shall be deemed to remain

employees of the Defendants (or the Receivership Estate) and shall not be considered

employees of the Receiver for any purpose. The Receiver’s oversight of operations is solely

to preserve and maximize value; it does not render the Receiver, its support staff, or its

agents as a business affiliate or successor of the Defendants.

III. Notice to Third Parties

20. The Receiver shall promptly give notice of his appointment to all known officers, directors,

agents, employees, shareholders, creditors, debtors, and managers of the Defendants, as the

Receiver deems necessary or advisable to effectuate the operation of the receivership.

21. The Receiver is authorized to direct all persons and entities owing any obligation, debt, or

distribution with respect to an ownership interest to any Defendants to, until further ordered

by this Court, pay all such obligations in accordance with the terms thereof to the Receiver

and his receipt for such payments shall have the same force and effect as if the Defendants

had received such payment.

22. The Receiver is authorized to instruct the United States Postmaster to hold and/or reroute

mail which is related, directly or indirectly, to the business, operations or activities of any

of the Defendants (the “Receiver’s Mail”), including all mail addressed to, or for the benefit

of, the Defendants. The Postmaster shall not comply with, and shall immediately report to

the Receiver, any change of address or other instruction given by anyone other than the

Receiver concerning the Receiver’s Mail. The Defendants shall not open any of the

Receiver’s Mail and shall immediately turn over such mail, regardless of when received,

to the Receiver. Any mail appearing to contain privileged information, and/or any mail not

falling within the mandate of the Receiver, shall be released to the named addressee by the

Receiver. The foregoing instructions shall apply to any proprietor, whether individual or

entity, of any private mail box, depository, business or service, or mail courier or delivery

service, hired, rented or used by the Defendants. The Defendants shall not open a new

mailbox, or take any steps or make any arrangements to receive mail in contravention of

this Order, whether through the U.S. mail, a private mail depository or courier service.

23. Within three (3) business days after entry of this Order, Receiver shall serve a copy of

this Order on Defendants and any person of whom Receiver is aware that has or may

claim to have a lien on or security interest in any of the Receivership Property. To the

extent that the Receiver discovers the identity of additional such parties subsequently,

Receiver shall serve a copy of this Order on such persons promptly. This Order may be

served by personal delivery, United States First Class Mail, overnight delivery, or email.

Service upon any branch or office of any Financial Institution or entity will effect service

upon the entire financial intuition or entity.

IV. Injunction Against Interference with Receiver

24. Except by leave of this Court, Defendants and all persons receiving notice of this Order by

personal service, email, mail, facsimile or otherwise, are enjoined, restrained, stayed, and

prohibited from the following:

a. interfering in any way with the Receiver’s possession, custody, or control of any

portion of the Receivership Property, including, without limitation, by transferring,

conveying, concealing, or removing any Receivership Property, or in any manner

with the exclusive jurisdiction of the Court over the Receivership Property;

b. impeding or interfering in any manner with the exercise by the Receiver of his

rights, powers, and duties hereunder; and

c. taking any other action that is inconsistent with the terms of this Order or the powers

granted to the Receiver hereunder.

25. No person or entity shall commence an action or proceeding against the Receiver in his

official capacity, or against agents or support staff acting on the Receiver’s behalf, in any

forum (except this Court) without prior order of this Court authorizing such action. Absent

such leave, any such lawsuit or proceeding is prohibited and shall be void for lack of

jurisdiction. This provision does not abrogate the requirements of 28 U.S.C. §959(a)

(permitting certain actions for acts in carrying on business), but any such action must still

be brought in a court of competent jurisdiction and in compliance with this Order.

26. Subject to payment for services provided, any entity furnishing water, electric, telephone,

internet, communications, sewage, garbage or trash removal services to the Defendants

shall maintain such service and transfer any such accounts to the Receiver unless instructed

to the contrary by the Receiver.

27. The Receiver shall promptly notify the Court of any failure of any person or entity to

comply in any way with the terms of this Order.

V. Sale of Assets

28. Upon further Order of this Court approving such sale or disposition, pursuant to such

procedures as may be required by this Court, the Receiver is authorized to market, sell or

otherwise dispose of the Receivership Property, in its entirety or in one or more parcels

(each, a “Disposition”), in each case free and clear of all mortgages, security interests,

conditional sale or other title-retention agreements, pledges, liens, claims, judgments,

demands, unrecorded easements, charges, restrictions of any kind, successor liability, alter

ego or piercing corporate veil claims, transfer tax, bulk sales tax, mansion or any other

similar tax (collectively, “Interests”). All such Interests shall attach to the proceeds of a

Disposition in the same priority, extent and amount as such Interests attached to the

Receivership Property. The proceeds of any Disposition shall be disbursed by Receiver in

accordance with this Order and further Order of this Court approving such disbursement.

VI. Investigate and Prosecute Claims

29. The Receiver is authorized, empowered and directed to investigate, prosecute, defend,

intervene in or otherwise participate in, compromise, settle, and/or adjust actions in any

state, federal or foreign court or proceeding of any kind as may in his discretion be

advisable or proper to recover and/or conserve Receivership Property.

30. The Receiver hereby holds, and is therefore empowered to waive, all privileges, including

the attorney-client privilege, held by the Defendants.

31. The Receiver is granted leave, at any time after the Effective Date, to take written and oral

discovery (including the issuance of subpoenas to any person) pursuant to the Federal Rules

of Civil Procedure for the purpose of discovering the nature, location, status and extent of

the Receivership Property. The Receiver may seek to compel the attendance of a person or

entity for examination and/or production of documents in a manner permissible under the

Federal Rules of Civil Procedure. Service on any party made pursuant to this section will

be in accordance with the Federal and/or State Rules of Civil Procedure.

VII. Liability of Receiver

32. The Receiver shall not be required to post bond or give an undertaking of any type in

connection with the Receiver’s appointment in this matter.

33. The Receiver may be sued only in his capacity as Receiver. Neither the Receiver nor his

support staff nor Receiver’s retained Professionals shall be liable for any claims of any

nature whatsoever that arose prior to the date and time of the entry of this Order.

34. No individual or entity may commence any civil, administrative, or any other type of legal

action against the Receiver or his support staff or Receiver’s Professionals with respect to

the Receivership Estate or this Order without first obtaining permission of the Court.

35. To the extent the Receiver decides to continue the services of any current employees, agents

or other personnel with respect to the Receivership Estate, neither the Receiver nor his

support staff or Receiver’s Professionals shall be liable for any claims of any nature

whatsoever of such employees, agents or other personnel that arose prior to the date and

time of the entry of this Order, which claims include, but are not limited to, accrued but

unpaid wages, benefit plans, payroll taxes, sick time, vacation time, overtime and/or any

and all other liabilities related to unemployment and/or workers compensation claims.

36. During any period that real or personal property of the Receivership Estate is uninsured or

underinsured as a result of actions or inactions of Defendants, including but not limited to

Defendants’ failure to secure liability, real and personal property insurance, neither the

Receiver nor his support staff and Professionals shall be responsible for any claims arising

from such deficiency.

37. Upon confirming that there is existing liability, real and personal property insurance or

when the Receiver binds new liability, real and personal property insurance, the

Receivership Estate, in the name of applicable Defendants, shall be named as a primary

insured party(ies) on existing insurance coverage for the Receivership Property, and

Receiver is authorized to obtain and pay (in accordance with the Budget) the premiums for

additional insurance for Defendants or for Receiver (including, without limitation, property

and liability) for the Receivership Property.

38. The Receiver and his Professionals, acting within the scope of such agency, are entitled to

rely on all outstanding rules of law and Orders of this Court and shall not be liable to

anyone for their own good faith compliance with any order, rule, law, judgment, or decree.

In no event shall the Receiver or his Professionals be liable to anyone, other than the

Receiver, for their actions or omissions except upon an express finding by this Court that

they acted as a result of malfeasance, gross negligence, or in reckless disregard of their

duties.

39. Nothing contained in this Order, nor the grant or exercise of any powers provided for herein

by the Receiver shall cause the Receiver to be considered a past or present owner, operator

or other potentially responsible or liable party pursuant to any provision of the

Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),

42 U.S.C. § 9601, et seq.; the Hazardous Site Response Act (“HSRA”), O.C.G.A. § 12-8-

90, et seq.; or incur liability based on ownership or operation of the Receivership Property

pursuant to any other statutory, regulatory, common law or strict liability theory. Nor shall

the Receiver be deemed an ‘owner or operator’ or responsible person under any state

environmental statute, including but not limited to the New Jersey Spill Compensation and

Control Act, N.J. Stat. § 58:10-23.11 et seq., or similar laws. Furthermore, to the extent

hazardous substances, wastes or constituents are known or discovered to be present upon

the Receivership Property, the Receiver shall not be considered to be in any direct or

indirect contractual relationship with any party responsible for such substances, wastes or

constituents pursuant to CERCLA and/or HSRA, and shall instead be considered to be

acting solely in a “fiduciary capacity” with respect to the Receivership Property, pursuant

to 42 U.S.C. § 107(n) of CERCLA and §12-8-92(7)(C) of HSRA.

40.Nothing herein shall limit the immunity of the Receiver and his Professionals and their

agents allowed by law or deprive the Receiver and his Professionals and their agents of

indemnity for any act or omission for which they have immunity.

41.To the extent not covered by or in excess of Receiver’s D&O insurance, the Receiver and

his Professionals and their agents shall be indemnified by each of the Defendants except

for malfeasance, gross negligence, willful misconduct, fraud, reckless disregard of duties,

or breach of fiduciary duty determined by a final court order no longer subject to appeal,

for all judgments, costs, and reasonable expenses including legal fees (which shall be paid

out of the Receivership Estate after court approval as they arise) arising after the date and

time of the entry of this Order, from or related to any and all claims of whatsoever type

brought against any of them in their capacities as Receiver and his Professionals and their

agents and acting in good faith compliance with any order, rule, law, judgment, or decree.

VIII. Recommendations and Reports

42.The Receiver is authorized, empowered and directed to develop a plan for the fair,

reasonable, and efficient recovery and liquidation of all remaining, recovered, and

recoverable Receivership Property.

43.The Receiver will file an initial report of property and known liabilities on or before March

2, 2026. Starting on March 2, 2026 and every month thereafter until discharged (unless the

Court orders otherwise), Receiver shall file a report which shall list the receipts and

disbursements made by Receiver and summarize the activities of Receiver during such

period. The initial and monthly reports shall be served on counsel for the Defendants.

44, At the close of the Receivership, the Receiver shall file (i) a Final Accounting, (ii) the

Receiver’s proposed final distribution of any remaining proceeds of Receivership Property,

and (iii) the Receiver’s final application for compensation and expense reimbursement.

IX. Retention of Jurisdiction

45, This Court retains jurisdiction to enter such further orders that shall be necessary to carry

out the terms and conditions of this Order including, but not limited to, any upward or

downward adjustment deemed necessary by the Court to the Receiver Fee and/or Receiver

Fee Cap. This Order is without prejudice to the right of BHI, the Receiver, or Defendants

to make future applications to this Court by motion and upon notice to all parties for further,

different or other authority as may be necessary in the Receiver’s performance of his duties.

46, This Order shall be in full force and effect as of the Effective Date and there is no just cause

for delay.

Gh RGETTE CASTNER

. UNITED STATES DISTRICT JUDGE

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