Free Declaration - District Court of California - California

Case 3:08-cv-01387-DMS-POR

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JOEL B. WEINBERG, RECEIVER 17401 Ventura Boulevard, Suite B-21 Encino, California 91316 Telephone: (818) 462-0420 (818) 609-9686 Facsimile: Email: [email protected]

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UNITED STATES DISTRICT COURT 9 10 11 12 Plaintiff, 13
V.

SOUTHERN DISTRICT OF CALIFORNIA

LASALLE BANK NATIONAL a ASSOCIATION,

CASE NO.

08-cv-1387 DMS (POR)

Assigned to Hon. Dana M. Sabraw

14 15 16 1 17 18 19 20 21 22 23 24 25 26 27 COMAIR ROTRON, INC.; THERMAFLO, INC.; AND COMAIR PARENT CORP., Defendants.

RECEIVER'S: 1. ACCEPTANCE OF APPOINTMENT; OATH; 2. 3. CONTACT INFORMATION [No Hearing Required]

Consistent with this Court's Stipulated Order Appointing Receiver, signed on July 31, 2008 (the "Order"), a copy of which is attached hereto as Exhibit "A," I, Joel B. Weinberg, hereby declare and state: 1. 2. I accept my appointment as Receiver in this matter. I do hereby swear to perform faithfully the duties reposed in me as Receiver

by the Court and to obey orders of the Court . 3. For the convenience of the Court and parties in this matter, I provide the

following contact information:

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Receiver :

Joel B . Weinberg 17401 Ventura Boulevard, Suite B-21 Encino, CA 91316 (818) 462-0420 Telephone: (818) 609-9686 Facsimile: [email protected] Email:

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Proposed Counsel SteveN M. Spector to the Receiver: Thomas M. Geher Jeffer, Mangels, Butler & Marmaro LLP 1900 Avenue of the Stars, Seventh Floor Los Angeles, CA 90067-4308 (310) 203-8080 Telephone: (310) 203-0567 Facsimile: [email protected] Email: jgeher@jmbmcom Email: T declare under penalty of perjury of the laws of the United States of America that the foregoing is true and correct. Executed on August 1, 2008 at Encino, California

JOEL B. WE

ERG

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EXHIBIT

"A"

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LANCE N. JURICH (SBN 132695) 8 urich loeb.com K TALERICO (SBN 223763) E dtalerico loeb.com

LOEB & OEB LLP
10100 Santa Monica Boulevard, Suite 2200 Los Angeles, California 90067-4120 Telephone: 310-282-2000 Facsimile : 310-282-2200 MICHAEL L. MOLINARO (pro hac vice pending) BLAIR R. ZANZIG ( pro hace vice pending) LOEB & LOEB LLP 321 n . Clark Street, Suite 2300 Chicago , Illinois 60657 Telephone : 312-646-3100 Facsimile : 312-464-3111 Attorneys for Plaintiff LaSalle Bank National Association

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA

LASALLE BANK NATIONAL ASSOCIATION, Plaintiff,
V.

)

Case No . 08-cv-1387 DMS (POR) Assigned to Hon. Dana M. Sabraw STIPULATED ORDER APPOINTING A RECEIVER

COMAIR ROTRON, INC.; THERMAFLO, INC.; and COMAIR PARENT CORP., Defendants.

BEFORE THE COURT is Plaintiff LaSalle Bank National Association's ("LaSalle") Motion for the Appointment Receiver (the "Motion") against the Defendants Comair Rotron, Inc. ("Comair Rotron"), Thermaflo, Inc. ("Thermaflo"), and Comair Parent Corp. ("Comair Parent"); due and proper notice of the Motion 28 having been provided to all parties entitled thereto; the Parties having each agreed to
LA 1794839.2 210322-10006
STIPULATED ORDER APPOINTING A RECEIVER Case No. 08-ev-1387 DMS (POR)

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I the entry of this Stipulated Order, and this Court otherwise being fully advised in the 2 premises. 3 4 IT IS HEREBY ORDERED: 1. Joel B. Weinberg of Insolvency Services Group, Inc., 17401 Ventura

5 Boulevard, Suited B-21, Encino California, 91316 is appointed as Receiver over all 6 collateral pledged to LaSalle by Comair Rotron, Thermaflo and Comair Parent 7 pursuant to the Loan Documents as alleged in the Complaint (collectively, the 8 "Collateral"). 9 2. The Receiver and the receivership which this Court is creating is

10 subject to, and shall be, administered according to Federal Rule of Civil Procedure 11 66, the Local Civil Rule of the United States District Court for the Southern District 12 of California 66.1 ("Local Rule 66.1"), and 28 U.S.C. § 959. 13 3. The Receiver's appointment herein shall be effective immediately upon

14 the execution and entry of this order and the acceptance of the receiver filed with the 15 Court. The Receiver shall provide his written acceptance and oath to perform 16 faithfully the duties reposed in him by the Court under this Order and shall identify 17 a primary contact for the Court and the parties' convenience. 18 4. The Receiver shall provide no bond at this time, but the Court reserves

19 the right to require security. 20 5. The Receiver's responsibilities shall run to the Court. The Receiver

21 shall take immediate, complete and exclusive control, custody and possession of all 22 of the Collateral. The Receiver shall faithfully and punctually manage the Collateral 23 and any ancillary business affairs involving the Collateral using standard, customary 24 and prudent business practices. The Receiver shall be empowered to make day-to25 day decisions in the management and operation of the Collateral, to promote the 26 Collateral, and shall have the authority to take such other actions as are necessary, 27 reasonable and prudent to preserve, operate, and manage the Collateral. The 28 Receiver shall be authorized to market the Collateral for sale, and to sell same as the
12 21 03 22-1000 6 STIPULATED ORDER APPOINTING A RECEIVER Case No . 08-cw1387 DMS (POR)

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Receiver deems appropriate, subject to and conditioned upon the approval of the Court after application to the Court and notice to all parties. 6. The officers, directors, employees, representatives and agents of

Defendants, and their respective agents, assignees, successors, representatives, and all personnel acting under or in concert with them, shall turn over to the Receiver all of the Collateral, wherever located, and in whatever mode maintained, including all 7 information contained on computers and any and all software related thereto, and all

8 codes and passwords related thereto, as well as all banking records, statements and
canceled checks from any and all accounts in which Petitioner had an interest or was a signatory. 7. Pursuant to Local Rule 66. 1, no further hearing is necessary to confirm

the Receiver's appointment because this Order is stipulated by Defendants. The Defendants shall provide the Receiver within five days of this order, a list of the Defendants' creditors and their addresses. 8. The Receiver shall have the power to employ an attorney, an

accountant, and such employees, consultants, and staff as may be reasonably necessary to conduct the duties and business required by the Receiver under this Order. The wages, costs, expenses and fees incurred by the Receiver shall be paid as an expense from the assets managed and collected by the Receiver upon the approval of the Court after application to the Court and notice to all parties. 9. Within thirty days of this Order, the Receiver shall file with the court

the report required by Local Rule 66.1. 23 10. For good cause shown , the Receiver may be removed at any time by

24 Order of the Court. 25 26 27 28
LA 1794839.2 210322-10006 3 STIPULATED ORDER APPOINTING A RECEIVER Case No. 08-cv-1387 DMS (POR)

IT IS SO ORDERED.
Dated : 7-31-08

r w F R HONORABLE DANA M. SABRAW JUDGE OF THE U.S. DISTRICT COURT

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PROOF OF SERVICE STATE OF CALIFORNIA, CITY AND COUNTY OF LOS ANGELES I am employed in the City and County of Los Angeles, State of California. I am over the age of 18 and not a party to the within action; my business address is: 1900 Avenue of the Stars, 7°i Floor, Los Angeles, California 90067. On August 1, 2008 I served the document(s) described as RECEIVER'S: 1. ACCEPTANCE OF APPOINTMENT; 2. OATH; 3. CONTACT INFORMATION in this action by placing the true copies thereof enclosed in sealed envelopes addressed as follows: SEE ATTACHED LIST ® (BY MAIL) I am "readily familiar" with the firm's practice for collection and processing correspondence for mailing. Under that practice it would be deposited with the U. S. Postal Service on that same day with postage thereon fully prepaid at Los Angeles, California in the ordinary course of business. I am aware that on motion of the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing in affidavit. , I transmitted, pursuant to Rule 2.306, the above-described document (BY FAX) At by facsimile machine (which complied with Rule 2003(3)), to the above-listed fax number(s). The transmission originated from facsimile phone number (310) 203-0567 and was reported as complete and without error. The facsimile machine properly issued a transmission report, a copy of which is attached hereto. (BY PERSONAL SERVICE) I delivered such envelope by hand to the offices of the addressee. (BY OVERNIGHT DELIVERY) I caused said envelope(s) to be delivered overnight via an overnight delivery service in lieu of delivery by mail to the addressee(s). Executed on August 1, 2008 at Los Angeles, California.

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(STATE)

I declare under penalty of perjury under the laws of the State of California that the above is true and correct.

® (FEDERAL) I declare that I am employed in the office of a member of the bar of this court at whose direction the service was made. Is/ Claudean Brandon CLAUDEAN BRANDON

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SERVICE LIST

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Attorneys for Plaintiff LaSalle Bank National Association Lance N. Jurich Derrick Talerico Loeb & Loeb LLP 10100 Santa Monica Blvd Suite 2200 Los Angeles CA 90067-4120 Telephone: 310-282-2000 Facsimile: 310-282-2200 Attorneys for Plaintiff LaSalle Bank National Association Michael L. Molinaro (pro hac vice pending) Blair R. Zanzig (pro hac vice pending) 321 N. Clark Street Suite 2300 Chicago IL 60657 Telephone: 312-464-3100 Facsimile: 312-464-3111

Attorneys for Defendants Comair Rotron, Inc., Thermaflo, Inc., and Comair Parent Corn James P. Hill Sullivan Hill Lewin Rez & Engel 550 West C Street Suite 1500 San Diego CA 92101 Telephone: 619-233-4100 Facsimile: 619-231-4372

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