SEC v. JONATHAN LARMORE, No. 2:23-cv-02470-DLR, District of Arizona (Dec. 26, 2023)

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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF ARIZONA
United    States    Securities    and    Exchange
Commission,
Plaintiff,
v.
Jonathan Larmore, et al.,
Defendants.
No. CV-23-02470-PHX-DLR
ORDER APPOINTING
TEMPORARY RECEIVER AND
TEMPORARILY FREEZING
ASSETS AND IMPOSING
LITIGATION INJUNCTION
WHEREAS this  matter  has  come  before  this  Court  upon  motion  of  the  Plaintiff
U.S. Securities and Exchange Commission (“SEC” or “Plaintiff”) to appoint a receiver in
the  above-captioned  action  to  protect  investors  in  investment  funds  (the  “ArciTerra
Funds”) owned and/or  controlled  by  one  or  more  of  Defendants  Jonathan  M.  Larmore
(“Larmore”),  ArciTerra  Companies,  LLC  (“ArciTerra”),  ArciTerra  Note  Advisors  II,
LLC (“Fund II Advisors”), ArciTerra Note Advisors III, LLC (“Fund III Advisors”), and
ArciTerra  Strategic  Retail Advisor, LLC (“ASR Advisor”) (collectively, and excluding
Larmore, the “Receivership Defendants”); and
WHEREAS the  Court  finds  that,  based  on  the  record  in  these  proceedings,  the
appointment of a receiver in this action is necessary and appropriate for the purposes of
marshaling   and   preserving   all   assets   of   the   ArciTerra   Funds,   the   Receivership
Defendants,  and  the  known  and  unknown  Affiliates  of  the  Receivership  Defendants
(collectively,  the  “Receivership  Entities”),
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 and   to   preserve those   assets   of   the
1
 For purposes of this Order, the term “Affiliate” has the meaning ascribed to it in
Rule 405 of the Securities Act of 1933, 17 C.F.R. § 230.405 (“An affiliate of, or person

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Receivership  Entities  held  in  constructive  trust  for  the  Receivership  Entities  that  were
fraudulently   or   improperly   transferred   out   of   the   Receivership   Entities   to   CSL
Investments, LLC (“CSL Investments”), MML Investments, LLC (“MML Investments”),
Spike Holdings, LLC (“Spike Holdings”), and  JMMAL  Investments,  LLC  (“JMMAL
Investments”) (collectively, the “Entity Relief Defendants”); and/or  may otherwise be
includable   as   assets   of   the   estates   of   the   Receivership   Entities   (collectively,   the
“Recoverable Assets”);
WHEREAS this Court has subject matter jurisdiction over this action and personal
jurisdiction over the Receivership Entities, and venue properly lies in this district; and
WHEREAS,  Defendants  and  Relief  Defendants  have  consented  to  entry  of  this
Order  pending  the Court’s  determination  of  the  SEC’s  motion  for  a  preliminary
injunction.
NOW    THEREFORE,    IT    IS    HEREBY    ORDERED,    ADJUDGED    AND
DECREED THAT:
I.  Exclusive Jurisdiction
1. This  Court  hereby  takes  exclusive  jurisdiction  and  possession  of  all  of  the
assets  of  the  Receivership  Entities,  together  with  all  proceeds  thereof  (collectively,  the
“Receivership Assets”) of whatever kind, wherever situated, or whenever obtained.
II.  Appointment of Receiver
2. Until  further  Order  of  this  Court, Allen  Applbaum is  hereby  appointed  to
serve  without  bond  as  receiver  (the  “Receiver”)  for  the  receivership  estate  of  the
Receivership Entities (the “Receivership Estate”), including the Receivership Assets, to,
among  other  duties  and  rights  set  forth  in  this  Order  and  available  under  applicable  law
and  without  limiting  any  other  provisions  of  this  Order,  (a)  preserve  the  status  quo  to
enable the Receiver to perform the duties specified hereunder; (b) ascertain the financial

affiliated  with,  a  specified  person,  is  a  person  that  directly,  or  indirectly  through  one  or
more  intermediaries,  controls  or  is  controlled  by,  or  is  under  common  control  with,  the
person specified.”). A non-exhaustive list of Receivership Entities is attached as Exhibit
A to this Order.

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condition of the Receivership Entities and Receivership Assets; (c) oversee and manage,
consistent  with  the  relevant  governing  documents  and  applicable  law,  the  Receivership
Entities  and  Receivership  Assets;  (d)  prevent  the  encumbrance  or  disposal  of  the
Receivership Assets contrary to the Receiver’s mandate; (e) preserve the books, records,
and  documents  of  the  Receivership  Entities  and  Receivership   Assets;  (f)   manage
litigation by and against the Receivership, the Receivership Entities and the Receivership
Assets; (g) propose for Court approval a fair  and equitable distribution of the remaining
Receivership  Assets;  and  (h)  be  available  to  respond  to  investor  inquiries,  all  as  further
set forth in this Order.
III.  Asset Freeze
3. Except  as  otherwise  specified  herein  or  in  other  orders  of  this  Court,  all
assets of Larmore, all Receivership Assets, and all Recoverable Assets held by the Entity
Relief Defendants are frozen, except for assets in the Receiver’s control or which come
under the Receiver’s control, whose disposition is governed by other provisions of this
Order including but not limited to the use of such assets needed to continue the ordinary
course  operations  of  the  Receivership  Entities  for  the  benefit  of  investors  as  determined
by  the  Receiver  as  set  forth  in  Paragraph  6.G  of  this  Order.  Defendants,  Entity  Relief
Defendants, and Defendants’ and Entity Relief Defendants’ officers, agents, servants,
employees,  attorneys,  subsidiaries  and  affiliates,  and  those  persons  in  active  concert  or
participation  with  any  of  them,  who  receive  actual  notice  of  this  Order,  by  personal
service  or otherwise, and each  of them, be and hereby  are  restrained and enjoined  from,
directly  or  indirectly,  transferring,  assigning,  selling,  hypothecating,  changing,  wasting,
dissipating,  converting,  concealing,  encumbering,  or  otherwise  disposing  of,  in  any
manner, any funds, assets, securities, claims or other real or personal property, including
any notes or deeds of trust or other interest in real property, wherever located, of any one
of  the  Defendants  or  Entity  Relief  Defendants  (up  to  the  amount  of  Recoverable  Assets
held  by  the  Entity  Relief  Defendants),  or  their  subsidiaries  or  affiliates,  owned  by,
controlled  by,  managed  by  or  in  the  possession  or  custody  of  any  of  them  and  from

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transferring, encumbering, dissipating, incurring charges or cash advances on any debit or
credit card or credit arrangement of any one of Defendants and Entity Relief Defendants
(up  to  the  amount  of  Recoverable  Assets  held  by  the  Entity  Relief  Defendants). A non-
exhaustive list  of  known  bank  accounts  with  appropriate  redactions  for  personally
identifiable  information and  entities  subject  to  the  asset  freeze is  attached  hereto  as
Exhibit B.
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IV.  General Powers and Duties of Receiver
4. The  Receiver  shall  have  all  powers,  authorities,  rights, and  privileges
heretofore possessed by the Receivership Entities, and any officers, directors, managers,
managing members, and general and limited partners of the Receivership Entities, under
applicable  state  and  federal  law,  by  the  governing  charters,  by-laws,  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, and Fed.
R. Civ.  Proc.  66,  except  that  the  Receiver  shall  conduct  a  cost/benefit  analysis  and
consult with the SEC staff prior to commencing any affirmative litigation.
5. All of the powers derived from any source of any and all officers, directors,
managers,  managing  members,  general  and  limited  partners,  employees,  investment
advisers,  accountants,  attorneys, and  other  agents  and  advisers  of  the  Receivership
Entities are hereby suspended, except to the extent as may hereafter be expressly granted
by the Receiver in the Receiver’s sole discretion and, to the extent necessary (in the sole
determination  of  the  Receiver),  approved  by  the  Court.    The  Receiver  shall  assume  and
control the operation of the Receivership Entities and shall preserve all of their assets and
claims  for  the  benefit  of  the  Receivership  Estate.    No  person  holding  or  claiming  any
position of any type with any of the Receivership Entities shall have any authority to act
by  or  on  behalf  of  any  of  the  Receivership  Entities,  except  as  may  be  expressly
authorized or delegated by the Receiver in writing.

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The SEC and counsel for the Defendants are authorized to transmit a version of
Exhibit B that contains the full bank account numbers subject to this Order to the relevant
financial institutions listed on Exhibit B.

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6. Without limiting the other provisions in this Order, the Receiver shall have
the following general powers and duties:
A. Take  and  retain  immediate  possession  and  control  of  all  Receivership
Assets   and  all   books,  records  and  documents  of  the  Receivership  Entities,
wherever  located,  related  to  the  Receivership  Assets,  and  to  sue  for  and  collect,
recover,  receive  and  take  into  possession  from  third  parties,  all  Receivership
Assets and records relevant thereto;
B. Manage, control, operate and maintain the Receivership Entities and hold in
the Receiver’s possession by and through the Receivership Estate, custody and
control of all Receivership Assets, subject to the other provisions of this Order;
C. Take  any  action  which,  prior  to  the  entry  of  this  Order,  could  have  been
taken  by  the  officers,  directors,  managers,  managing  members,  and  general  and
limited partners, and agents of the Receivership Entities, acting in their respective
capacities;
D. Take  such  action  as  necessary  and  appropriate  for  the  preservation  of  the
Receivership  Estate and  Receivership  Assets  and  to  prevent  the  dissipation  or
concealment of the Receivership Assets;
E. Conduct  an  orderly  liquidation  or  disposition  of  the  Receivership  Entities
and  the  Receivership  Assets  in  a  manner  and  over  a  period  of  time  calculated  to
maximize their value for investors and the Receivership Estate;
F. Have  exclusive  control  of,  and  be  made  the  sole  authorized  signatory  for,
all accounts at any bank, brokerage firm or financial institution that has possession
or  control  of  any  Receivership  Assets; provided,  however, that  the  Receiver  may
from time to time designate additional signatories as determined in the Receiver’s
sole discretion;
G. Pay  from  the  Receivership  Assets  necessary  expenses  required  to  preserve
and  administer  the  Receivership  Assets  and  Receivership  Estate,  but  in  no  event
shall  the  Receiver,  without  prior  order  of  the  Court,  make  any  payments  or

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transfers of property of a value in excess of $10,000 (ten-thousand dollars), except
that the Receiver may pay the following fees, costs, expenses and other charges in
the ordinary course without regard to (i) the foregoing cap and (ii) the asset freeze
in   Paragraph   3   of   this   Order,   and   without   prior   order   of   the   Court:   (i)
compensation  and  benefits  to  employees,  including  temporary  non-payroll  staff,
(ii)  insurance  premiums  and  related  costs,  (iii)  other  routine  operating  costs  and
expenses  of  the  Receivership  Estate,  including,  without  limitation,  taxes,  rent,
information technology (including maintenance of hardware and software), water,
electric,   telephone,   sewage,   garbage,   trash   removal, and   other   utilities   and
services, and (iv) all other costs and expenses authorized by this Court pursuant to
this Order or any other order of this Court;
H. Locate  and  bring  into  the Receivership  Estate  by  all  reasonable  means
Receivership  Assets  and  Recoverable  Assets  that  may  have  been  conveyed  to,  or
are under the possession and control of, third parties or otherwise concealed;
I. Engage  and  employ  agents,  claim  and  noticing  agents,  persons,  firms  and
other  persons  and  entities,  including  accountants,  attorneys,  experts,  liquidators,
brokers, traders, or auctioneers (collectively, “Retained Personnel”), to  assist  in
the carrying out of the Receiver’s duties and responsibilities hereunder, subject to
prior  order  of  the  Court,  and  pay  Retained  Personnel  in  accordance  with  the
“Billing  Instructions  for  Receivers  in  Civil  Actions  Commenced  by  the  U.S.
Securities and Exchange Commission” (the “Billing Instructions”), as modified by
this Order;
J. Manage  any  litigation  and  claims  against  the  Receivership  Entities  and/or
the Receivership Assets;
K. Recommend  to  the  SEC  staff and  counsel  for  the  Defendants whether
litigation  against  third  parties  should  be  commenced  to  recover  assets  for  the
benefit of the Receivership Estate and how the litigation fees and costs should be
paid, including on a contingent fee basis;

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L. Commence,  maintain,  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 Entities (in the name of the Receivership Entities and/or
the Receiver), the Receivership Assets, the Receiver, or the Receivership Estate;
M. Bring all other legal actions based on law or equity in any state, federal, or
foreign court (including in the name of the Receivership Entities), as the Receiver
deems necessary or appropriate in discharging the Receiver’s duties as Receiver
and maximizing recoveries for investors and creditors of the Receivership Entities;
N. Sell, assign, transfer or otherwise dispose of any assets of the Receivership
Entities either  directly  or  through  one  or  more  Retained  Personnel,  subject  to
approval by this Court with respect to any material assets;
O. At the appropriate time, propose to the Court a plan to distribute available
Receivership  Assets  to  investors  and  creditors  of  the  Receivership  Entities  that
may  include  provisions  for  (i)  an  initial  distribution  to  be  made  by  the  Receiver,
(ii) interim distributions to be made by the Receiver from time to time, (iii) a final
distribution to be made by the Receiver, (iv) a bar date for the filing of claims in
the  Receivership  Estate  against  the  Receivership  Entities  and  the  Receivership
Assets  and/or  for  the  filing  of  objections  to  a  schedule  of  claims prepared  by  the
Receiver   for   the   purpose   of   making   distributions, (v)   a   claim   review   and
reconciliation process, (vi) a dispute resolution process for resolving any disputes
concerning  claims  or  proposed  distributions,  and  (vii)  such  other  matters  as  are
determined  by  the  Receiver  to  be  reasonably  necessary  to  facilitate  or  implement
the  claim  and  distribution  processes,  which  plan  shall  be  subject  to  Court
approval;
P. Cause  the  Receiver  and  its  agents  to  be  named  as  an  additional  insured  on
any insurance policies covering the Receivership Estate or Receivership Assets;
Q. In  the  Receiver’s  sole  discretion  or  as  necessary  to  maintain  lending
relationships,  obtain  and/or  maintain  insurance  covering  the Receivership  Estate,

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the  Receivership  Entities  and/or  the  Receivership  Assets,  and  such  insurance
expense  shall  be  deemed  a  normal,  ordinary,  and  necessary  operating  expense  of
the Receivership Estate;
R. Consult  with  the  SEC  staff, counsel  for  the  Defendants, creditors  and
investors regarding any Receivership Estate matter; and
S. Take such other action as may be approved by the Court.
V.  Access to Information, Books, Records, and Accounts
7. The  Receivership  Entities  and  each  of their  (including  former)  officers,
directors, managers, managing members, general and limited partners, agents, attorneys,
accountants, and employees, as well as those acting in their place, are hereby ordered and
directed  to  preserve  and  turn  over  to  the Receiver  forthwith  all  paper  and  electronic
information  of,  and/or  relating  to,  the  Receivership  Entities  and/or  Receivership  Assets;
such information shall include but not be limited to books, records, documents, accounts
and all other instruments and papers.
8. The  Receivership  Entities  and  each  of  their  (including  former)  officers,
directors, managers, managing members, general and limited partners, agents, attorneys,
accountants, and  employees,  as  well  as  those  acting  in  their  place,  shall  cooperate  fully
with the Receiver in his or her efforts to carry out the obligations, duties and purposes set
out in this Order, subject to and limited by their Fifth Amendment rights.
9. The  Receiver  is  authorized  to  open  all  electronic  mail  generated  by,
directed  to,  or received by the Receivership  Entities and all  mail directed  to or received
by  or  at  the  offices  or  post  office  boxes  of  the  Receivership  Entities,  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.
10. All  banks,  brokerage  firms,  financial  institutions,  and  other  persons  or
entities which have possession, custody, or control of any assets or funds held by, in the
name of, or for the benefit, directly or indirectly, of the Receivership Entities that receive
actual  notice  of  this  Order  shall  (i)  not  liquidate,  transfer,  sell,  convey  or  otherwise

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transfer any assets,  securities, funds, or accounts in the name of or for the benefit of the
Receivership Entities except upon written instructions from the Receiver; (ii) not exercise
any form of set-off, alleged set-off, lien, or any form of self-help whatsoever, or refuse to
transfer any funds or assets to the Receiver’s control without the permission of this Court;
and (iii) cooperate  expeditiously in providing information and transferring funds, assets,
and accounts to the Receiver or at the direction of the Receiver.
VI.  Notice to Third Parties
11. The Receiver shall promptly give notice of the Receiver’s appointment  to
all known past and present officers, directors, managers, managing members, general and
limited  partners,  agents,  attorneys,  accountants,  and  employees  of  the  Receivership
Entities, as  the  Receiver deems necessary or  advisable to  effectuate the  operation of the
receivership.
12. All  persons  and  entities  owing  any  obligation  or  debt  to  any  Receivership
Entity shall, until further ordered by this Court, perform and/or pay all such obligations in
accordance with the terms thereof to the Receiver and its receipt for such payments shall
have the same force and effect as if the applicable Receivership Entity had received such
performance or payment.
13. The  Receiver  is  authorized  to  communicate  with,  and/or  serve  this  Order
upon, any person, entity, or government office that he deems appropriate to inform them
of the status of this matter and/or the financial condition of the Receivership Estate.  All
government offices which maintain public files of security interests in real and personal
property  shall,  consistent  with  such  office’s  applicable  procedures,  record  this  Order
upon the request of the Receiver or the SEC.
14. 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 Receivership Entities (the “Receiver’s Mail”), including all mail
addressed  to,  or  for  the  benefit  of,  the  Receivership  Entities.    The  United  States
Postmaster  shall  not  comply  with,  and  shall  immediately report  to  the  Receiver,  any

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change   of   address   or   other   instruction   given   by   anyone   other   than   the   Receiver
concerning the Receiver’s Mail.  The Receivership Entities shall not open any of the
Receiver’s Mail and shall immediately turn over such mail, regardless of when received,
to  the  Receiver.    All  personal  mail  of  any  individuals,  and/or  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
mailbox, depository, business or service, or mail courier or delivery service, hired, rented
or  used  by  the  Receivership  Estate.    The  Receivership  Entities  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.
15. Subject  to  payment  for  services  provided,  any entity  furnishing  space,
water,  electric,  telephone,  sewage,  garbage,  trash  removal,  or  any  other  services  to  the
Receivership Entities shall maintain such service and related account in the name of the
Receivership  Entity  for  the  benefit  of  the  Receiver  and  Receivership  Estate,  or  transfer
such account to the Receiver, unless instructed to the contrary by the Receiver.
VII. Injunction Against Interference with Receiver
16. The  Receivership  Entities,  and  all  persons  and  entities  receiving  notice  of
this  Order  by  personal  service,  mail,  electronic  mail,  facsimile,  regular  mail,  through
electronic  case  filing  notices,  overnight  courier,  or  in  any  other  manner  consistent  with
due  process,  are  hereby  restrained  and  enjoined  from  directly  or  indirectly  taking  any
action  or  causing  any  action  to  be  taken,  without  the  express  written  agreement  of  the
Receiver, that would:
A. Interfere  with  the  Receiver’s  efforts  to  take  control,  possession,  or
management of the Receivership Entities or any Receivership Assets; such
prohibited   actions   include   but   are   not   limited   to,   using   self-help   or
executing  or  issuing  or  causing  the  execution  or  issuance  of  any  court
attachment, subpoena, replevin, execution, or other process for the purpose

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of  impounding  or  taking  possession  of  or  interfering  with  or  creating  or
enforcing a lien upon any Receivership Assets;
B. Hinder, obstruct or otherwise interfere with the Receiver in the performance
of the Receiver’s duties; such prohibited actions include but are not limited
to,  concealing,  destroying or  altering  records  or  information  or  interfering
with   any   claim,   distribution, and/or   wind-down   plans   or   processes
established by the Receiver;
C. Dissipate or otherwise diminish the value of any Receivership Assets; such
prohibited  actions  include  but  are  not  limited  to,  releasing  claims  or
disposing, transferring, exchanging, assigning or in any way conveying any
Receivership  Assets,  enforcing  judgments,  assessments, or  claims  against
the Receivership Entities or any Receivership Assets, attempting to modify,
cancel,  terminate,  call,  extinguish,  revoke, or  accelerate  (the  due  date of)
any   lease,   loan,   mortgage,   indebtedness,   security   agreement   or   other
agreement  executed  by  the  Receivership  Estate  or  which  otherwise  affects
any Receivership Assets; or,
D. Interfere  with  or  harass  the  Receiver,  any  Retained  Personnel  or  any
Ordinary Course Professional, or interfere in any manner with the exclusive
jurisdiction  of  this  Court  over  the  Receiver,  the  Receivership  Estate,  the
Receivership Entities, or the Receivership Assets.
17. The  Receiver  shall  promptly  notify  the  Court, the  SEC  staff, and  counsel
for the Defendants of any failure or apparent failure of any person or entity to comply in
any way with the terms of this Order.
VIII. Stay of Litigation
18. As  set  forth in  detail  below,  the  following  proceedings, excluding (i)  the
instant  proceeding, (ii) all police  or regulatory actions  and actions of the SEC related  to
the above-captioned enforcement action, (iii) all actions pending or to be brought by the
United States of America or any of its agencies, (iv) all actions pending or to be brought

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by  any  state  or  commonwealth  within  the  United  States  of  America  pursuant  to  such
state’s or commonwealth’s police and regulatory power, and (v) all actions subject to the
stipulation attached hereto as Exhibit C are stayed and/or enjoined until further Order of
this Court:
All  existing  or  future  civil  legal  proceedings  of  any  nature,  including,  but  not
limited  to,  bankruptcy  proceedings,  arbitration  proceedings,  foreclosure  actions,
default proceedings, or other actions of any nature involving: (a) the Receiver,  in
the Receiver’s capacity as Receiver; (b) the Retained Personnel, in their respective
capacities as such; (c) the Receivership Estate; and (d) the Receivership Entities or
any Receivership Assets, wherever located.  Any person or entity that seeks to put
one or more of the Receivership Entities into voluntary or involuntary bankruptcy
proceedings  must  seek  leave  of  Court  on  motion  upon  no  less  than  14  (fourteen)
days’ notice  to  the  Receiver  and  to  the  SEC  staff.    Any  such  motion  must  show
good  cause  for  the  filing  of  voluntary  or  involuntary  bankruptcy  proceedings  for
such Receivership Entities.  Any person or entity may seek leave of this Court to
proceed  against  the  Receiver,  in  such  capacity;  the  Retained  Personnel,  in  such
capacity; the Receivership Estate; the Receivership Entities; and the Receivership
Assets.  A non-exclusive list of litigations involving the Receivership Entities and
Receivership  Assets  that  are  not  otherwise  excluded  from  the  stay  is  set  forth  on
Exhibit D hereto.
19. The  foregoing  stay  and  injunction  shall  not  prohibit  the  Receiver  from
commencing  or  continuing  any  litigation  in  its  own  name  or  in  the  name  of  any
Receivership  Entity.    For  any  cause  of  action  accrued  or  accruing  in  favor  of  the
Receivership Estate against a third person or party, any applicable statute of limitation is
tolled  during  the  period  in  which  this  stay  of  existing  legal  proceedings  and  injunction
against commencement of new or expanded legal proceedings is in effect as to that cause
of action.  The Receiver shall provide notice of this stay of litigation order to the parties
in all known pending cases against the Defendants and entities that they own or control.

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IX. Managing Assets
20. The Receiver shall at all times administer the Receivership Assets with the
care  and  diligence  that  an  ordinary  prudent  individual  would  use  in  handling  such
person’s own estate.
21. Subject  to  the  restrictions  in  paragraph  6(G),  the  Receiver  may,  without
further  Order  of  this  Court  pay  expenses  that  arise  in  the  ordinary  course  of  the
Receivership Entities’ orderly wind down, on terms and in the manner the Receiver
deems most beneficial to the Receivership.
22. The  Receiver  is  authorized,  without  leave  of  Court,  to  take  all  actions  to
manage,  maintain,  and/or  wind-down  business  operations  of  the  Receivership  Entities,
including  making  legally  required  payments  to  creditors,  employees,  and  agents  of  the
Receivership  Entities  and  Receivership  Estate,  communicating  with  vendors,  landlords,
investors,  governmental and regulatory  authorities, and  others,  and preparing and filing
all  necessary  tax  returns,  as  appropriate  and  necessary  for  the  orderly  wind  down  or
disposition of the Receivership Entities consistent with 28 U.S.C. § 959(b).
23. In the exercise of the Receiver’s business judgment, the Receiver may take
all necessary steps to enable the Receivership Estate to obtain and maintain the status of
a  taxable  “Settlement  Fund,”  within  the  meaning  of  Section  468B  of  the  Internal
Revenue Code and of the regulations.
X.  Investigate and Prosecute Claims
24. The Receiver is authorized, empowered, and directed to, in its own name or
in  the  name  of  the  Receivership  Entities,  investigate,  prosecute,  commence,  maintain,
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 the Receiver’s
sole discretion, be advisable or proper to recover and/or conserve Receivership Assets.
25. The  Receiver  is  authorized,  empowered, and  directed  to  investigate  the
manner  in  which  the  financial  and  business  affairs  of  the  Receivership  Entities  were
conducted  and  (after  consultation  with  SEC  staff)  to  institute  such  actions  and  legal

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proceedings,  for  the  benefit  and  on  behalf  of  the  Receivership  Estate,  as  the  Receiver
deems  necessary  and  appropriate.    Prior  to  investigating  any  Defendants  or  Relief
Defendants,  the  Receiver  shall  coordinate  with  the  SEC  staff to  minimize  expense  and
duplication.
26. In furtherance of the Receiver’s power to manage litigation and to conduct
an  investigation,  the  Receiver  is  authorized  to  issue  subpoenas  for  documents  and
testimony consistent with the Federal Rules of Civil Procedure and Court orders without
further leave of Court.
27. Any  and  all  attorney-client  privilege,  work  product  protection,  common
interest  or  joint  defense  privilege, or  other  privilege  or  immunity  (collectively,  the
“Privileges”) of the Receivership Entities (but excluding any of the Relief Defendants),
and/or  attaching  to  or  arising  in  or  in  connection  with  any  of  their  documents,  data  or
communications (whether written or oral), are hereby transferred and belong exclusively
to  the  Receiver  for  the  benefit  of  the  Receivership  Estate.    The  Receiver  therefore  has
sole authority, and is hereby empowered, to enforce, waive, assign, or release any or all
Privileges in the exercise of its duties as Receiver.
XI.  Bankruptcy Filing
28. The  Receiver  may  seek  authorization  of  this  Court  to  file  a  voluntary
petition for relief under Title 11 of the United States Code (the “Bankruptcy Code”) for
any or all of the Receivership Entities upon 5 business days’ notice.  If any Receivership
Entity  or  any  Receivership  Asset  is  placed  into  a  bankruptcy  proceeding,  the  Receiver
may  become,  and  may  be  empowered  to  operate  the  entity  or  asset,  as  a  debtor  in
possession.  In such a  situation, the Receiver  shall have all of the powers and duties as
provided a debtor in possession under the Bankruptcy Code to the exclusion of any other
person   or   entity.      The   Receiver   is   vested   with   management   authority   for   the
Receivership  Entities  and  the  Receivership  Assets  and  may  therefore  file  such  Chapter
11  petitions  and  have  all  of  the  powers  and  duties  as  provided  a  debtor  in  possession
under  the  Bankruptcy  Code.   See In  re  Bayou  Group,  LLC, 564  F.3d  541,  548-49  (2d

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Cir. 2009).
29. The provisions of Article VIII above bar any person or entity, other than the
Receiver,   from   placing   any   Receivership   Entity   or   any   Receivership   Asset   into
bankruptcy without prior leave of Court on motion providing no less than 14 (fourteen)
days’ notice to the Receiver, the SEC, and to counsel for the Defendants.
XII. Conflicts; Liability of the Receiver
30. The Receiver has a continuing duty to ensure that there are no conflicts of
interest  between  the  Receiver,  on  the  one  hand,  and  the  Receivership  Estate  and
Receivership Assets, on the other hand.
31. Until further Order of this Court, the Receiver shall not be required to post
bond or give an undertaking of any type in connection with the Receiver’s fiduciary
obligations in this matter, and, if so ordered, all costs and expenses of procuring any such
bond  or  undertaking  shall  be  deemed  expenses  reimbursable  to  the  Receiver  from  the
Receivership Estate.
32. The Receiver and Retained Personnel are entitled to rely on all outstanding
rules  of  law  and  Orders  of  this  Court  and  shall  not  be  liable  to  any  person  or  entity  for
their  own  good  faith  compliance  with  any  order,  rule,  law,  judgment,  or  decree.    In  no
event  shall  the  Receiver  or  Retained  Personnel  be  liable  to  anyone  for  their  good  faith
compliance with their respective duties and responsibilities.
33. The  Receiver  and  Retained  Personnel  shall  be  indemnified  by  each of  the
Receivership Entities except for gross negligence, willful misconduct, fraud, or breach of
fiduciary duty determined by a final order no longer subject to appeal, for all judgments,
costs, and reasonable  expenses  including  legal  fees  (which  shall  be  paid  under  the
indemnity after court approval as they arise) arising from or related to any and all claims
of  whatsoever  type  brought  against  any  of  them  in  their  capacities  as  Receiver  and
Retained  Personnel;  provided,  however,  that  nothing  herein  shall limit  the  immunity  of
the  Receiver  and  the  Receiver’s  advisers  and  agents  allowed  by  law  or  deprive  the
Receiver or the Receiver’s advisers and agents of indemnity for any act or omission for

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which they have immunity.
34. This  Court  shall  retain  exclusive  jurisdiction  over  any  action  filed  against
the  Receiver  or  Retained  Personnel  based  upon  acts  or  omissions  committed  in  their
representative capacities or in connection with any action filed by any of them asserting
an indemnity claim.
35. In  the  event  the  Receiver  decides  to  resign,  the  Receiver  shall  first  give
written notice to counsel for the Defendants, the SEC’s counsel of record, and the Court
of  its  intention,  and  the  resignation  shall  not  be  effective  until  the  earlier  of  the  date  on
which the Court appoints a successor and thirty (30) days from the date the Receiver shall
have  given  such  notice.    The  Receiver  shall  then  follow  such  instructions  as  the  Court
may provide.
36. Prior to taking any action against the Receiver regarding the Receiver’s
conduct  in  his  capacity  as  the  Receiver,  a  person  must  seek  and  receive  leave  of  this
Court.    This  Court  shall  retain  exclusive  jurisdiction  over  any  action  or  controversy
regarding any matters relating to or arising from the Receiver’s role and conduct in such
role.
37. This  Article  XII  shall  survive  the  resignation  or  removal  of  the  Receiver
and any Retained Personnel and the termination of the receivership.
XIII. Recommendations and Reports
38. No  later  than  ninety  (90)  days  after  the  entry  of  this  Order,  the  Receiver
shall file and serve a full report and accounting of Receivership Assets (the “First Status
Report”), reflecting (to the best of the Receiver’s knowledge as of the period covered by
the report) the existence, value, and location of all Receivership Assets, and of the extent
of liabilities, both those claimed to exist by others and those the Receiver believes to be
legal obligations of the Receivership.
39. The First Status Report shall contain the following:
A. A summary of the operations of the Receiver;
B. The   amount   of   cash   on   hand,   the   amount   and   nature   of   accrued

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administrative  expenses,  and  the  amount  of  unencumbered  funds  in  the
estate;
C. A  schedule  of  all  the  Receiver’s  receipts  and  disbursements,  with  one
column for the quarterly period covered and a second column for the entire
duration of the receivership;
D. A description of all known Receivership Assets;
E. A   description   of   liquidated   and   unliquidated   claims   held   by   the
Receivership Estate and approximate valuations of claims;
F. The Receiver’s recommendations  for  a  continuation  or  discontinuation  of
the receivership and the reasons for the recommendations;
G. A  recommendation  whether  to  modify  the  list  of  Receivership  Entities
attached hereto as Exhibit A based on the Receiver’s investigation; and
H. Any  other  information  that  the  Receiver  reasonably  deems  appropriate  to
include in the First Status Report.
40. For good cause shown, the Receiver may seek leave of Court to extend the
time  set  for  the  filing  of  the  First  Status  Report  and  any  Quarterly  Status  Report.    In
addition,  if  requested  by  the  SEC or  counsel  for  the  Defendants,  the  Receiver  is  hereby
authorized  to  share  with  the  SEC and  counsel  for  the  Defendants a  list  of  all  known
investors  and  creditors  and  the  amount  of  their  investments  and  claims,  as  applicable,
redacted to exclude personally identifiable information.
41. Subsequent to the filing of the First Status Report, the Receiver shall file a
quarterly status report (the “Quarterly Status Report”) containing substantially the same
type  of  information  required  to  be  set  forth  in  the  First  Status  Report.    The  Quarterly
Status  Report  shall  be  filed  within  twenty  (20)  days  of  the  end  of  each  quarter,  except
that,  the  first  Quarterly  Status  Report  shall  be  filed  upon  the  passing  of  the  first  full
quarter after the First Status Report is filed.
42. On  the  request  of  the  SEC,  the Receiver  shall  provide  any  documentation
that  the  SEC  deems  necessary  to  meet  its  reporting  requirements,  that  is  mandated  by

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statute or Congress, or that is otherwise necessary to further the SEC’s or State Securities
Regulator’s mission.
XIV. Fees, Expenses, and Accountings
43. Subject  to  the  specific  provisions  of  this  Order,  the  Receiver  need  not
obtain  Court  approval  prior  to  the  disbursement  of  Receivership  Assets  for  expenses  in
the ordinary course of the wind down of the Receivership Estate.
44. Subject  to  the  specific  provisions  of  this  Order,  the  Receiver  is  authorized
to  solicit  Retained  Personnel  to  assist  the  Receiver  in  carrying  out  the  duties  and
responsibilities  described  in  this  Order.    The  Retained  Personnel  may  include,  without
limitation, Stoneturn Group, LLP, its professionals, paraprofessionals, and administrative
staff (together, “Stoneturn”).  The Receiver is hereby expressly authorized to utilize the
services of Stoneturn as Retained Personnel (rather than utilizing other similarly situated
or available personnel or professional services firms).
45. With  the  exception  of Stoneturn and Archer & Greiner, P.C. (“Archer &
Greiner”), whom the Court hereby approves as Retained Personnel under this Order, the
Receiver shall not engage any Retained Personnel without first obtaining an Order of the
Court authorizing such engagement.  For the avoidance of doubt, the term “Retained
Personnel” shall  include any professionals retained to provide services to  or for  any
Receivership  Entity,  any  Receivership  Asset,  the  Receiver,  or  the  Receivership  Estate,
and any counsel retained for any purpose.
46. Within thirty (30) days of entry of this Order, each of Stoneturn and Archer
&  Greiner shall  file  with  the  Court  sworn  declarations  disclosing  any  and  all  material
connections  that  they  may  have  to  this  case.    Each  of Stoneturn and Archer  &  Greiner
shall have a continuing obligation to disclose any potential conflicts that may arise during
the course of this Receivership.
47. The    Receiver    and    Retained    Personnel    are    entitled    to    reasonable
compensation  and  expense  reimbursement  from  the  Receivership  Assets  as  described  in
the  Billing  Instructions  agreed  to  by  the  Receiver,  as  modified  by  this  Order,  a  copy  of

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which   is   available   at   https://www.sec.gov/oiea/Article/billinginstructions.pdf.  Such
compensation shall require the prior approval of the Court.
48. Within  forty-five  (45)  days  after  the  end  of  each  calendar  quarter,  the
Receiver and Retained Personnel shall apply to the Court for compensation and expense
reimbursement from the Receivership Assets (the “Quarterly Fee Applications”).  At least
thirty (30) days prior to filing each Quarterly Fee Application with the Court, the Receiver and
Retained  Personnel will  serve  upon counsel  for  the  Defendants  and counsel  for  the  SEC  a
complete  copy  of  its  proposed Quarterly  Fee Application,  together  with  all  exhibits  and
relevant billing information in a format to be provided by SEC staff.
49. All  Quarterly  Fee  Applications  will  be  interim  and  will  be  subject  to  cost
benefit and final reviews at the close of the Receivership Estate.  Such cost benefit review
may include an evaluation of the results achieved in relation to the costs associated with
any particular Receivership Asset.  At the close of the Receivership Estate, the Receiver
and Retained Personnel will each file a final fee application, describing in detail the costs
and  benefits  associated  with  all  litigation  and  other  actions  pursued  by  the  Receiver  or
Retained Personnel, as applicable, during the course of the Receivership Estate.
50. Quarterly  Fee  Applications  will  be  subject  to  a  holdback  in  the  amount  of
10% of the amount of fees and expenses for each application filed with the Court or such
other percentage holdback as the Court may order on its own motion or on the request of
the  SEC or  counsel  for  the  Defendants.  To  the  extent  any  fees  or  expenses  are  not
approved  by  the  Court,  they  must  be  offset  against  the  10%  holdback  (or  such  other
holdback ordered by the Court) or be disgorged from the professional as appropriate.
51. Each Quarterly Fee Application shall:
A. Comply  with  the  terms  of  the  Billing  Instructions  agreed  to   by  the
Receiver, as modified by this Order; and
B. Contain  representations  (in  addition  to  the  Certification  required  by  the
Billing  Instructions)  that:  (i)  the  fees  and  expenses  included  therein  were
incurred  in  the  best  interests  of  the  Receivership  Estate;  and,  (ii)  with  the

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exception of the Billing Instructions, as modified by his Order (and the fact
that the Receiver may benefit (directly or indirectly) from the compensation
paid to StoneTurn), the Receiver or Retained Personnel, as applicable, has
not  entered  into  any  agreement,  written  or  oral,  express  or  implied,  with
any person or entity concerning the amount  of compensation paid  or to be
paid from the Receivership Assets, or any sharing thereof.
52. At  the  close  of  the   Receivership,  the  Receiver  shall  submit  a  Final
Accounting, in a format to be provided by SEC staff, and the Receiver and each Retained
Personnel shall submit a final application for compensation and expense reimbursement.
53. With respect to any motion or application filed in this case by the Receiver,
if  no  party  in  interest  objects  prior  to  the  objection  deadline  applicable  thereto,  the
Receiver may file a notice of no objection with this Court and request that the Court enter
the corresponding order without the need for a hearing.
54. This Order shall remain in full force and effect pending further order of the
Court.
SO ORDERED.
 Dated this 21st day of December, 2023.

Douglas L. Rayes
United States District Judge

EXHIBIT A

EXHIBIT A 
 
RECEIVERSHIP ENTITIES 
 
1000 WEST MARION PG FL, LLC 
1921 GALLATIN PIKE NASHVILLE TN, LLC 
2006 OPERATING PARTNERSHIP, L.P. 
2513 E NORTH STREET KENDALLVILLE IN, LLC 
412 CROSS OAKS MALL PLAINWELL ML, LLC 
5339 ELVIS PRESLEY BLVD. MEMPHIS TN, LLC 
5450 US HIGHWAY 80 EAST PEARL MS, LLC 
60
 COLONIAL PROMENADE PARKWAY ALABASTER AL, LLC 
601 RETTA FL, LLC 
601 TRENTON ROAD MCALLEN TX, LLC 
613 RETTA FL, LLC 
700 NORTH GRAND AVENUE MT. PLEASANT, 1A, LLC 
751W RETTA ESPLANDE FL, LLC 
752 SOUTH ANDY GRIFFITH PARKWAY MT AIRY NC, LLC 
7525 PINE VALLEY LANE OWNER, LLC 
8001 VAUGHN 
ROAD MONTGOMERY AL, LLC 
81 JAMESON LANE GREENVILLE AL, LLC 
880 W MARION AVE FL, LLC 
900 WEST MARION AVENUE FL, LLC 
ALOHA POP UP PRODUCTIONS, LLC 
ARCITERRA AA BARBOURVILLE KY, LLC 
ARCITERRA AA LINCOLN NE, LLC 
ARCITERRA AA MANISTEE ML, LLC 
ARCITERRA AA PAPILLION NE, LLC 
ARCITERRA AA PEARL MS,
 LLC 
ARCITERRA AA THEODORE AL, LLC 
ARCITERRA AA WEST LIBERTY KY, LLC  
ARCITERRA AZ SLIDELL LA, LLC 
ARCITERRA AZ TEMPLE GA, LLC 
ARCITERRA AZ WILLIS TX, LLC 
ARCITERRA BELL YORK SC, LLC 
ARCITERRA BP OLATHE KS, LLC 
ARCITERRA CH NEW ORLEANS LA, LLC 

ARCITERRA COMMERCIAL PROPERTY REIT, LP 
ARCITERRA COMMERICAL PROPERTY REIT, INC. 
ARCITERRA COMPANIES, LLC 
ARCITERRA CV LAFAYETTE LA, LLC 
ARCITERRA CV TARPON SPRINGS FL, LLC 
ARCITERRA DESIGN, LLC 
ARCITERRA DG CAMPBELLSVILLE KY, LLC 
ARCITERRA DG GREENVILLE KY, LLC 
ARCITERRA DG JUNCTION CITY KY, LLC 
ARCITERRA DG MEMPHIS TN, LLC 
ARCITERRA DG NORTH
 BEND OH, LLC 
ARCITERRA DG RAVENNA KY, LLC 
ARCITERRA DG SHEPHERDSVILLE KY, LLC 
ARCITERRA DG SOUTH CHARLESTON OH, LLC 
ARCITERRA DG WISTER OK, LLC 
ARCITERRA DKS GRAND CHUTE WL, LLC 
ARCITERRA FD BOWMAN SC, LLC 
ARCITERRA FD EHRHARDT SC, LLC 
ARCITERRA FD GREELEYVILLE SC, LLC 
ARCITERRA FD PAXVILLE SC, LLC 
ARCITERRA FD TUBERVILLE SC, LLC 
ARCITERRA FESTIVAL MONTGOMERY AL, LLC 
ARCITERRA GC JOHNSON CITY NY, LLC 
ARCITERRA GREYSTONE HOOVER AL, LLC 
ARCITERRA GROUP, LLC 
ARCITERRA HD HENDERSONVILLE TN, LLC 
ARCITERRA HD MCALLEN TX, LLC 
ARCITERRA KLS JENSEN BEACH FL, LLC 
ARCITERRA KLS WARSAW IN, LLC 
ARCITERRA KLS WAUSAU WL, LLC 
ARCITERRA
 MICHIGAN ROAD INDIANAPOLIS IN, LLC 
ARCITERRA MOV GAL GODDARD KS, LLC 
ARCITERRA MOV GAL PARK CITY KS, LLC 
ARCITERRA MW NASHVILLE TN, LLC 
ARCITERRA NATIONAL REIT, INC. 
ARCITERRA NATIONAL REIT, LP 
ARCITERRA NOBLE WEST NOBLESVILLE 1N, LLC 

ARCITERRA NOTE ADVISORS II, LLC 
ARCITERRA NOTE ADVISORS III, LLC 
ARCITERRA NOTE FUND II LLC  
ARCITERRA NOTE FUND III LLC 
ARCITERRA NS INVESTMENT CO.  
ARCITERRA OFF PEP PEARL MS, LLC 
ARCITERRA OLATHE POINTE OLATHE KS LLC 
ARCITERRA OPPORTUNITY FUND I, LLC 
ARCITERRA OR BATTLE CREEK ML, LLC  
ARCITERRA OS MT. PLEASANT
 IA, LLC 
ARCITERRA REAL ESTATE INVESTMENT TRUST, INC. 
ARCITERRA REGIONS LAMARQUE TX, LLC 
ARCITERRA REIT I MEMBER, LLC 
ARCITERRA REIT I MEMBER, LLC 
ARCITERRA REIT I MEMBER, LLC 
ARCITERRA REIT RSC, LP 
ARCITERRA REIT, LP 
ARCITERRA SHOPPES AT ALABASTER AL, LLC 
ARCITERRA STAR LANCASTER OH, LLC 
ARCITERRA STRATEGIC INCOME CORPORATION‐
BELLEVILLE CROSSING IL 
ARCITERRA STRATEGIC RETAIL ‐ SUFFOLK VA, LLC 
ARCITERRA STRATEGIC RETAIL ADVISOR, LLC 
ARCITERRA STRATEGIC RETAIL ADVISOR, LLC 
ARCITERRA STRATEGIC RETAIL REIT, INC. 
ARCITERRA STRATEGIC RETAIL‐ELYRIA OH, LLC 
ARCITERRASTRATEGIC RETAIL‐PLAINFIELD VILLAGEUM, LLC 
ARCITERRA STRATEGIC RETAIL‐PLAINFILED VILLAGE IN, LLC 
ARCITERRA STRATEGIC RETAIL‐WHEATLAND IL, LLC 
ARCITERRA S‐W
 BURTON ML, LLC 
ARCITERRA S‐W KALAMAZOO ML, LLC 
ARCITERRA S‐W LORAIN OH, LLC 
ARCITERRA USB BISMARK ND, LLC 
ARCITERRA USB NEW ALBANY OH, LLC 
ARCITERRA USB ROCHESTER MN, LLC 
ARCITERRA VERMONT INDIANAPOLIS IN, LLC 
ARCITERRA VN CLARKSVILLE TN, LLC ~ 
ARCITERRA VN COLUMBIA TN LLC  

ARCITERRA VN DICKSON TN, LLC 
ARCITERRA VZ HOME GA, LLC 
ARCITERRA VZ ROME GA, LLC 
ARCITERRA WALCENT GREENVILLE AL, LLC 
ARCITERRA WALCENT KENDALLVILLE IN, LLC 
ARCITERRA WALCENT PLAINWELL ML, LLC 
ARCITERRA WESTGAGE INDIANAPOLIS MEMBER, LLC 
ARCITERRA WESTGATE INDIANAPOLIS IN II, LLC 
ARCITERRA WESTGATE INDIANAPOLIS IN, LLC 
ARCITERRA WG HOMETOWN IL, LLC
 
ARCITERRA WG KILMARNOCK VA, LLC 
ARCITERRA WG MILWAUKEE WL, LLC 
ARCITERRA WHITEFISH ADVISORS, LLC 
ARCITERRA WHITEFISH OPPORTUNITY FUND, LLC 
ARCITERRA WM DOUGLASVILLE GA, LLC 
ASR REITLP 
AT 18 MILE CENTRAL SC, LLC 
AT ALTUS CUMBERLAND GA II, LLC 
AT ALTUS CUMBERLAND GA, LLC 
AT ALTUS CUMBERLAND MEMBER, LLC 
AT ALTUS 
ECHELON IN, LLC 
AT ALTUS ROSWELL GA, LLC 
AT AUBURN PLAZA IN II, LLC 
AT AUBURN PLAZA IN, LLC 
AT AUBURN PLAZA MEMBER, LLC 
AT BELLEVILLE CROSSING IL‐INLINE, LLC 
AT BELLEVILLE CROSSING IL‐OUTLOTS LLC 
AT BLOOMINGTON IL, LLC 
AT BOUTTE LA, LLC 
AT BRIARGATE IL, LLC 
AT BUENA VISTA
 GA, LLC 
AT CANAL WINCHESTER OH, LLC 
AT CASTLETON IN ASSOCIATION MANAGER, LLC 
AT CASTLETON IN MEMBER II, LLC 
AT CASTLETON IN MEMBER, LLC 
AT CASTLETON IN MEMBER, LLC 
AT CASTLETON IN OWNER II, LLC 

AT CASTLETON IN OWNER, LLC  
AT CASTLETON IN OWNER, LLC 
AT CASTLETON IN OWNER, LLC 
AT CEDARTOWN GA OUTLOT, LLC 
AT CEDARTOWN GA, LLC 
AT CENTERVILLE GA, LLC 
AT COLONY FITZGERALD GA LLC 
AT CONCORD, LLC ' 
AT DILLON SC OUTLET, LLC 
AT EASTMAN GA II, LLC 
AT EASTMAN GA, LLC
 
AT EASTMAN GA, LLC 
AT EASTMAN MEMBER, LLC 
AT ELYRIA OH INLINE, LLC 
AT ELYRIA OH OUTLOT, LLC 
AT FL CONSTRUCTION, LLC 
AT FORUM KY MEMBER II, LLC 
AT FORUM KY MEMBER, LLC 
AT FORUM KY MEMBER, LLC 
AT FORUM LOUISVILLE KY II, LLC 
AT HL BURLINGTON IAII, LLC 
AT 
HL BURLINGTON IA, LLC 
AT HL BURLINGTON MEMBER, LLC 
AT JEFFERSON CENTER FW IN OWNER, LLC 
AT JEFFERSON CENTER FW IN, LLC 
ATJPM LINDENHURST IL, LLC 
AT LIMA PLAZA FW IN OWNER, LLC 
AT LIMA PLAZA FW IN, LLC 
AT LINDENHURST IL, LLC 
AT LONGVIEW MEMBER, LLC 
AT LONGVIEW OUTLOT NORTHEAST,
 LLC 
AT LONGVIEW OUTLOT WEST, LLC 
AT LONGVIEW TXII, LLC 
AT LONGVIEW TX, LLC 
AT LUBBOCK TX, LLC 
AT MAX FW IN OWNER, LLC ’ 
AT MAX FW IN, LLC  

AT MAYODAN MEMBER, LLC 
AT MAYODAN NCII, LLC 
AT MAYODAN NC, LLC 
AT MF VEGAS, LLC 
AT MIDWAY ELYRIA OH, LLC 
AT ML LEASEHOLD HI, LLC 
AT ML MANAGEMENT HI LLC 
AT MMH HI LLC 
AT MT. PLEASANT LOT 2, LLC 
AT NEW LENOX IL‐GL, LLC 
AT NEW LENOX IL‐ IN
   LINE, LLC 
AT NEW LENOX IL‐INLINE II, LLC 
AT NEW LENOX IL‐OUTLOTS, LLC 
AT NEW LENOX‐IL MEMBER, LLC 
AT NEW WEST CLIFTON CO, LLC 
AT OLATHE MANAGER, LLC 
AT OLATHE MANAGER, LLC 
AT PINE VALLEY FW IN OWNER, LLC 
AT PINE VALLEY FW IN, LLC 
AT PLAINFIELD VILLAGE IN II, LLC 
AT PLAINF
IELD VILLAGE IN, LLC 
AT PLAINFIELD VILLAGE MEMBER, LLC 
AT PORTLAND COMMONS IN OWNER, LLC 
AT PORTLAND COMMONS IN, LLC 
AT PT DANVILLE IL II, LLC 
AT PT DANVILLE IL, LLC 
AT PT DANVILLE MEMBER, LLC 
AT SALEM IL OUTLOT, LLC 
AT SALISBURY NC OUTLOT, LLC 
AT SANDE
RSVILLE GA, LLC 
AT SEVEN HILLS AURORA CO II, LLC 
AT SEVEN HILLS AURORA CO, LLC  
AT SEVEN HILLS AURORA CO, LLC 
AT SEVEN HILLS AURORA MEMBER, LLC 
AT STATESBORO SQUARE GA, LLC 
AT SUFFOLK VA2B‐2, LLC 
AT SUFFOLK VA2B‐3, LLC 

AT SUFFOLK VA2B‐5, LLC 
AT SUFFOLK VA 2B‐6, LLC 
AT SUFFOLK VABWW, LLC 
AT SUFFOLK VA SC, LLC 
AT SUWANEE DEPOT GA, LLC 
AT SWEDEN MEMBER, LLC 
AT SWEDEN NY II, LLC 
AT SWEDEN NY, LLC 
AT SWEEDEN NY OUTLOT, LLC 
AT TIFFANY SQUARE ROCKY MOUNT NC, LLC 
AT TOWNE SQUARE ROME GA, LLC 
ATVILLA PLATTE LA II, LLC 
AT VILLA PLATTE MEMBER, LLC 
AT VILLE PLATTE LA, LLC  
AT WHEATLAND NAPERVILLE IL, LLC 
AT WILDWOOD PLAZ
A MO, LLC 
ATA CHERRY CREEK IL, LLC 
ATA CYPRESS TOWN CENTER TX, LLC 
ATA FISHVILLE FL, LLC 
ATA FISHVILLE MANAGEMENT, LLC 
ATA FORUM LOUISVI
LLE KY, LLC 
ATA FORUM LOUISVILLE,LLC 
ATA HIRAM SQUARE GA, LLC 
ATA LANIER FAYETTEVILLE GA II, LLC 
ATA LANIER FAYETTEVILLE GA, LLC 
ATA LANIER FAYETTEVILLE MEMBER, LLC 
ATA MERCADO ST. AUGUSTINE FL, LLC 
ATA PALENCIA ST. AUGUSTINE FL, LLC 
ATA PLAZA OK, LLC 
ATA PRESTON PLAZA KY, LLC 
ATA ROGERS BRIDGE GA, LLC 
ATA STONE LITHONI
A GA, LLC 
ATA TRINITY PLACE TN, LLC 
ATG REIT RSC, LP 
ATR 32, LLC   
BPS, L.L.C. 
BPS, L.L.C. OF ALABAMA 

BELLEVILLE IL OUTLOT 6, LLC 
BLACK POINT RD, LLC 
BREWHOUSE CENTER COURT, LLC 
CASTLETON SHOPPING CENTER MK DISPOSITION, LLC 
CASTLETON SHOPPING CENTER MK DISPOSITION, LLC 
CHOVIA SHOPS MT AIRY NC, LLC 
CSL INVESTMENTS, LLC 
COLE CAPITAL FUNDS, LLC 
DB COMMERCIAL MANAGEMENT, LLC 
FISHVILLE KIOSK MEMBER, LLC 
FK TELLURIDE, LLC 
FUDGE IS US PG, LLC 
FV BUILDING 13, LLC 
FV BUILDING 15, LLC 
GLENROSA 32, LLC 
HARBOURVIEW MARKETPLACE, LLC 
HARBOURVIEW STATION WES
T, LLC 
HELENA STAR MT, LLC 
JB FISHVILLE HARBOR LAND LLC 
JB FISHVILLE RETAIL LAND LLC 
JB FORUM LAND, LLC 
JB ML LAND HI, LLC ~ 
JB OLATHE OUTLOT 2, LLC 
JB RE INVESTMENTS, LLC 
JB SEVEN HILLS, LLC 
JB SEVEN HILLS, LLC  
JB TRANSPORTATION, LLC 
JBM ACQU
IST10NS LLC 
JJ RESTAURANT HOLDINGS, LLC 
JMLBC G4, LLC 
JML MANAGER, LLC 
JML TRUST MANAGER, LLC 
LEGAL FLOAT LENDING, LLC   
LOUISVILLE RESTAURANT PARTNERS, LLC 
LOWER 5629 ROCKRIDGE ROAD, LLC 
MML INVESTMENTS, LLC 
JMMAL INVESTMENTS, LLC 

MONTGOMERY MATTRESS, LLC 
MONTGOMERY MATTRESS, LLC 
PG HOSPITALITY, LLC 
PG WATERFRONT HOSPITALITY, LLC 
PT PLAZA, LLC    
SAML BAR AND GRILL, LLC 
SPIKE HOLDINGS AZ, LLC 
STAR MT, LLC 
STAR OH, LLC 
THE EXCHANGE PLAINWELL ML, LLC 
UPPER 5629 ROCKRIDGE ROAD, LLC   
VBH PG, LLC  
WALCENT ARKADELPHIA AK, LLC 
WALCENT ELK/IN, LLC 
WALCE
NT KENDALLVILLE IN, LLC 
WALCENT LAWTON OK, LLC 
WALCENT MORRILTON AK, LLC 
WALCENT NEWC/IN, LLC 
WALCENT PLAINWELL ML, LLC 
WALCENT SHELBY ML, LLC 
WALCENT SHOPS SUWANEE GA, LLC 
WALCENT WAYNESBORO MS, LLC 
WAWASEE WATERCRAFTS, LLC 
WHEATLAND CROSSING OWNERS ASSOCIATION 
WHEATLAND MARKETPLACE LOT 7 CONDOMINIUM ASSN. 
WHITEFISH OPPORTUNITY FUND, LLC 

EXHIBIT B

1
NO
N-EXHAUSTIVE LIST OF JONATHAN LARMORE’S ASSETS AND ENTITIES
SUBJECT TO ASSET FREEZE ORDER
City National Bank  Legal Processing 555 S. Flower Street, 18th Floor Los Angeles, CA 90071
Email: [email protected]
Accoun
tAccount Name
XXXXXX6693 Jonathan M Larmore; aka Sole and
Separate
KS S
tateBank  1010 Westloop Place, Manhattan, KS 66502, 785-587-4000
Accoun
tAccount Name
XXXXXX0406 Jonathan M Larmore or Michelle A
Larmore
XXXXXX0883 Jon Larmore - Savings
XXXXXX6141Jonathan                                          M                                          Larmore
XXXXXX7488 Jon Larmore - Sole & Sep
XXXXXX8836Wawasee                                          Family Investments LP
R
idge Clearing & Outsourcing  1981 Marcus Ave # 200, New Hyde Park, NY 11042
(516)
47
2-5
400
A
ccoun
tAccount Name
XXXXXX7728Jonathan                                          Larmore
Wells Fa
rgo  Wells Fargo Bank, N.A., 1305 W 23rd Street, MAC S4001-01E, Tempe, Arizona 85282
Accoun
tAccount Name
XXXXXX1161 Michelle A Larmore Jonathan M
Larmore
XXXXXX2885 Jonathan M Larmore  or Michelle A
Larmore
XXXXXX5880 Jonathan M Larmore or Michelle A
Larmore
Hunt
ington National Bank  Attn: GW4W34 5555 Cleveland Avenue Columbus, OH 43231
Email: [email protected]
Accoun
tAccount Name
Jonathan Larmore
Broker
age Accounts for Larmore
Financial Institution
JP Morgan Securities LLC
City National Securities
TradeStation Securities, Inc
TD Ameritrade, Inc. and TD
Ameritrade Clearin
g, Inc.
Fidelity
SoFi Capital Advisors, LLC
WeBull Financial LLC
Ally Invest Securities f/k/a Ally
Invest Group Inc.
Apex Clearing Corporation
Scott Trade

2
Entities

Morrison Island, LLC
North East Wawassee, LLC
Labalme Trail, LLC
Lutheran Eye Care, LLC
HV Gardens, LLC
AT LC 87, LLC
JML BC G400, LLC
THE FOLLOWING BANK ACCOUNT IS NOT SUBJECT TO THE
 ASSET FREEZE.
Park National Bank  Ashley Houston, Research Specialist, Item Processing Department, Research and Adjustments Group,
office 740-349-2641, Fax 740-349-3709, 24/7 Care 888-474-PARK
[email protected]
Accoun
tAccount Name
XXXXXX7227Jonathan                                          M                                          Larmore

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Securities and Exchange Commission,
Plaintiff,
v.
Jonathan Larmore; ArciTerra Companies, LLC;
ArciTerra Note Advisors II, LLC; ArciTerra
Note Advisors III, LLC; ArciTerra Strategic
Retail Advisors, LLC; Cole Capital Funds,
LLC.
Defendants, and
Michelle Larmore; Marcia Larmore; CSL
Investments, LLC; MML Investments, LLC;
Spike Holdings, LLC; and JMMAL ArciTerra
Companies, LLC; ArciTerra Note Advisors II,
LLC; ArciTerra Note Advisors III, LLC;
ArciTerra Strategic Retail Advisors, LLC
Investments, LLC.
Relief Defendants.
Case No.: CV-23-2470-PHX-DLR
STIPULATIO
N AND [PROPOSED]
ORDER
         EXHIBIT C

[PROPOSED] ORDER

2
CASE NO. CV-23-2470-PHX-DLR

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STIPULATION
The plaintiff Securities and Exchange Commission (“SEC”), Defendants Jonathan M.
Larmore (“Larmore”), ArciTerra Companies, LLC (“ArciTerra”), ArciTerra Note Advisors
II, LLC (“Fund II Advisors”), ArciTerra Note Advisors III, LLC (“Fund III Advisors”), and
ArciTerra Strategic Retail Advisor, LLC (“ASR Advisor”) (collectively “ArciTerra
Defendants”), and the Intervenors identified in the Schedule attached hereto (“Intervenors”),
together referred to as the “Stipulation Parties,” hereby stipulate and agree as follows:
1. The Intervenors do not object, and the ArciTerra Defendants consent, to the
appointment by the Court of a receiver in this matter (the “SEC Action Receiver”) over the
ArciTerra Defendants, along with the known and unknown affiliates of the ArciTerra
Defendants other than, any affiliates of the ArciTerra Defendants that directly own an
interest in real property and are currently defendants in a pending state or federal court
foreclosure or receivership action (collectively, the “Excluded Entities”), specifically
including, without limitation, those entities identified in the attached Schedule.
2. The pending federal and state court actions with respect to the Excluded
Entities  (collectively, the “Excluded Actions”), including, without limitation, those actions
identified in the attached Schedule, shall be excluded from the scope of any stay of
proceedings implemented in this case. The real properties in which the Excluded Entities
directly own an interest (together, the “Excluded Properties”), including, without limitation,
those properties identified in the attached Schedule and the associated personal property,
including bank accounts, shall be excluded from the receivership estate of any SEC Action
Receiver.
3. The Intervenors do not object to the SEC Action Receiver’s intervention as a
party in the Excluded Actions; provided, however, the Intervenors reserve any and all
defenses, objections, cross-claims, and counterclaims with respect to the SEC Action
Receiver other than as expressly set forth in Paragraph 6 below.
4. Each Intervenor and the SEC Action Receiver shall cooperate in good faith to
provide in a timely manner non-privileged information reasonably requested by the SEC

[PROPOSED] ORDER

3
CASE NO. CV-23-2470-PHX-DLR

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Action Receiver, or by the respective Intervenor, with respect to the applicable Excluded
Action(s), Excluded Property(ies), or receivership related to such Intervenor; provided,
however, that the SEC Action Receiver shall be subject to all of the same restrictions on its
ability to receive, request, and disclose information that apply to the Excluded Entities under
orders entered in the Excluded Actions or under law applicable in those jurisdictions.
5. Each Intervenor shall provide sufficient notice to the SEC Action Receiver
before any sheriff’s sale, trustee’s sale, auction sale, or other disposition of any Excluded
Property in which that Intervenor holds an interest.  For the avoidance of doubt, 30 days’
advance notice of any disposition of Excluded Property shall be sufficient for purposes of
this Paragraph 5.
6. Intervenors specifically consent to the SEC Action Receiver’s intervention in
the Excluded Actions for the limited purpose of asserting the right to receive any
distributions to which the Excluded Entities would otherwise be entitled under applicable
law, and to any request by the SEC Action Receiver to hold funds that would otherwise be
distributed to the Excluded Entities with the clerk of the court, in escrow, or otherwise
segregated pending further order of this Court.  The rights of the SEC Action Receiver set
forth in this Paragraph 6 are in addition to those rights of the SEC Action Receiver set forth
in Paragraph 3 above.
7. With respect to ATA Plaza OK, LLC (the “Tulsa Entity”), an Affiliate of the
ArciTerra Defendants, and the real property that it owns, which has the municipal address of
8156 S. Lewis Ave, Tulsa, Oklahoma 74137 (the “Tulsa Property”), the Stipulation Parties
agree that: (a) secured lender and Intervenor U.S. Bank National Association, as Trustee for
the Benefit of the Holders of the M360 2021-CRE3 Notes (“Tulsa Lender”), shall file a
foreclosure and receivership proceeding against the Tulsa Entity and Tulsa Property on or
before December 23, 2023; (b) the foreclosure and receivership pleadings shall reference this
proceeding, and the proposed order seeking the appointment of a receiver shall expressly
reference this proceeding and shall be subject to the rights and restrictions provided for and
in favor of SEC and the SEC Action Receiver; (c) SEC and the SEC Action Receiver shall

[PROPOSED] ORDER

4
CASE NO. CV-23-2470-PHX-DLR

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not contest such proceeding, provided, that Tulsa Lender and any receiver appointed in such
proceeding (“Tulsa Receiver”) shall abide by this Stipulation; and (d) to the extent a court
enters an order appointing a receiver over the Tulsa Property and/or the Tulsa Borrower, the
appointment of Tulsa Receiver shall be subject to the terms of this order.

SO STIPULATED.

Dated:  December 20, 2023    /s/Neal Jacobson
       Neal Jacobson
Attorney for Plaintiff SECURITIES AND
EXCHANGE COMMISSION

/s/Seth Waxman
Seth Waxman
Attorney for Defendants Jonathan Larmore;
ArciTerra Companies, LLC; ArciTerra Note
Advisors II, LLC; ArciTerra Note Advisors
III, LLC; and ArciTerra Strategic Retail
Advisors, LLC

/s/ Paul Mackowski
Paul D. Mackowski
Amundsen Davis, LLC
201 North Illinois Street, 14
th
 Floor
Indianapolis, IN 46204
Attorney for Receiver, Martha Lehman

/s/ Julie Camden
Julie A. Camden
Camden & Meridew, P.C.
10412 Allisonville Road, Suite 200
Fishers, IN 46038
Attorney for Circle City Outdoor Living
LLC, Crew Enterprises LLC, Dream
Construction LLC, Indy Asphalt Appeal
LLC, and Styner LLC

[PROPOSED] ORDER

5
CASE NO. CV-23-2470-PHX-DLR

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/s/Robert Warzel
Robert Mark Warzel
Spencer Fane LLP
2415 E Camelback Rd., Ste. 600
Phoenix, AZ 85016-4251

-and-

Scott A. Wissel
Lewis Rice LLC
1010 Walnut, Suite 500
Kansas City, MO 64106
Attorneys for Alliant Credit Union

/s/Bradley Drell
Bradley L Drell
Gold Weems Bruser Sues & Rundell APLC
2001 MacArthur Dr.
Alexandria, LA 71301
Attorney for First Guaranty Bank

/s/ Kyle Hirsch
Kyle Sylvan Hirsch
Bryan Cave Leighton Paisner LLP -
Phoenix, AZ
2 N Central Ave., Ste. 2100
Phoenix, AZ 85004-4406
Attorney for M360 WH-2 FL Seller LLC and
U.S. BANK NATIONAL ASSOCIATION, as
Trustee for the benefit of the Holders of the
M360 2021-CRE3 Notes

[PROPOSED] ORDER

6
CASE NO. CV-23-2470-PHX-DLR

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/s/ Jason DeJonker
Jason J. DeJonker
William Silas Hackney
Bryan Cave Leighton Paisner LLP
161 N. Clark St., Ste. 4300
Chicago, IL 60601
Attorneys for Midland Loan Services, a
division of PNC Bank, N.A., as special
servicer for U.S. BANK NATIONAL
ASSOCIATION, as Trustee for the
Benefit of the Holders of the M360
2021-CRE3 Notes

/s/David Audley
David Audley
Chapman & Cutler LLP - S Canal St.
Chicago
320 S Canal St., Ste. 2700
Chicago, IL 60606
Attorney for UMB Bank, N.A., as Trustee of
the Forum (Louisville, KY) Ground Lease
Backed Pass-Through Trust and as Trustee
of the Mauna Lani (Kamuela, HI) Group
Lease Backed Pass-Through Trust

/s/ Jonathan Sundheimer
Jonathan Sundheimer
Barnes & Thornburg LLP
11 S. Meridian St.
Indianapolis, IN 46204
Attorney for Wells Fargo Bank, National
Association, as Trustee, for the Benefit of
the Holders of Benchmark 2018-B7
Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2018-B7

[PROPOSED] ORDER

7
CASE NO. CV-23-2470-PHX-DLR

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/s/ Jean-Jacques Cabou
Jean-Jacques Cabou
Perkins Coie LLP
2901 N Central Ave., Ste. 2000
Phoenix, AZ 85012
Attorney for Wilmington Trust, National
Association, as Trustee for the Benefit of the
Registered Holders of JPMBB Commercial
Mortgage Securities Trust 2015-C33,
Commercial Mortgage Pass-Through
Certificates, Series 2015-C33

SO ORDERED.

[PROPOSED] ORDER

8
CASE NO. CV-23-2470-PHX-DLR

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SCHEDULE TO STIPULATION

Excluded Action: Wilmington Trust v. AT Jefferson Center FW IN Owner, LLC, et al.,
pending in Allen County, Indiana, Superior Court as Case No. 02D03-
2307-MF-000225

Excluded Entities Excluded Properties
AT Jefferson Center FW IN Owner, LLC 6723 W. Jefferson Blvd., Fort Wayne, IN
AT Lima Plaza FW IN Owner, LLC 6417 Lima Road, Fort Wayne, IN

AT Max FW IN Owner, LLC 1415 W. Dupont Road, Fort Wayne, IN

AT Pine Valley FW IN Owner, LLC 1125 E. Dupont Road, Fort Wayne, IN

AT Portland Commons IN Owner, LLC 1013 W. Votaw Street, Portland, IN

Excluded Action: First Guaranty Bank v. Larmore, et al., pending in the United States
District Court for the Western District of Louisiana as Case No. 5:23-
cv  -00683 (W.D. La.)

Excluded Entities Excluded Properties
AT Wheatland Naperville IL, LLC 3124-3224 S Route 59 Naperville, IL

AT Briargate IL, LLC 454 & 456-464 Redington Dr, South Elgin,
IL; and 465 Briargate Dr, South Elgin, IL

AT Belleville Crossing IL – Inline, LLC 5875-5701 Belleville Crossing Street,
Belleville, IL and 5551-5531 Belleville
Crossing Street, Belleville, IL

AT Forum Louisville KY II, LLC 3124-3224 S Route 59 Naperville, IL;
Leasehold on 150-300 N Hurstbourne
Parkway, Louisville, KY and on 0.806 +/-
acres out Parcel 150-300 N Hurstbourne
Parkway, Louisville, KY

Arciterra USB Rochester MN, LLC 2665 Commerce Dr, NW Rochester, MN

AT Bloomington IL, LLC 2243 Westgate Dr, Bloomington, IL

[PROPOSED] ORDER

9
CASE NO. CV-23-2470-PHX-DLR

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Excluded Actions: Wells Fargo Bank, National Association, as Trustee, v. AT Castleton IN
Owner II, LLC et al., pending in Marion County, Indiana, Superior
Court as Cause No. 49D01-2312-MF-046494 (formerly 49D06-2312-
MF-046494)
Circle City Outdoors et al. v. Arciterra Companies, LLC et al., pending
in Hamilton County, Indiana, Superior Court as Cause No. 29D02-
2305-PL-004542
Circle City Outdoors et al. v. Arciterra Companies, LLC et al., pending
in Hamilton County, Indiana, Superior Court as Cause No.
29D07-2311-PL-10935
In re AT Castleton IN Owner II, LLC, pending in the United States
Bankruptcy Court for the Southern District of Indiana as Case No. 23-
05511-JJG-11
In re ArciTerra Vermont Indianapolis IN, LLC, pending in the United
States Bankruptcy Court for the Southern District of Indiana as Case
No. 23-05536
In re Arciterra Westgate Indianapolis IN II, LLC, pending in the United
States Bankruptcy Court for the Southern District of Indiana as Case
No. 23-05522-JJG-11
In re AT Plainfield Village IN II, LLC, pending in the United States
Bankruptcy Court for the Southern District of Indiana as Case No. 23-
05519-JJG-11
In re ArciTerra Noble West Noblesville IN, LLC, pending in the United
States Bankruptcy Court for the Southern District of Indiana as Case
No. 23-05540- JJG-11

Excluded Entities Excluded Properties
AT Castleton IN Owner II, LLC 8310-8430 and 8440-8540 Castleton
Corner Drive, Indianapolis, Indiana 46250

Castleton Corner Owners Association, Inc. [Non-ArciTerra entity being listed in an
abundance of caution]
Assets owned by CCOA and held in
conjunction the Castleton Corner Shopping
Center as set forth in the Declaration of
Development Standards, Covenants and
Restrictions for Castleton Corner, as
recorded with the Recorder of Marion
County, Indiana on November 20, 1981

AT Castleton IN Owner, LLC All assets

AT Altus Echelon IN, LLC 5252 East 82
nd
 Street, Indianapolis, Indiana
46250

ArciTerra Michigan Road Indianapolis IN,
LLC
8320 - 8350 N. Michigan Road
Indianapolis, Indiana 46268

[PROPOSED] ORDER

10
CASE NO. CV-23-2470-PHX-DLR

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Excluded Entities Excluded Properties
ArciTerra Noble West Noblesville IN, LLC 14753 Hazel Dell Crossing, 14741 Hazel
Dell Crossing, and 14765 Hazel Dell
Crossing, Noblesville, Indiana 46062

AT Plainfield Village IN, LLC Commercial Vacant Land located adjacent
to 160 Plainfield Village Drive, Plainfield,
Indiana 46168

AT Plainfield Village IN II, LLC 160 Plainfield Village Drive, Plainfield,
Indiana 46168

ArciTerra Vermont Indianapolis IN, LLC 120 East Vermont Street and 123 East
Michigan Street, Indianapolis, Indiana
46204

ArciTerra Westgate Indianapolis IN II, LLC 5103-5173 West Washington Street,
Indianapolis, Indiana 46241

Excluded Actions: UMB Bank, N.A. v. JB Forum Land, LLC, et al., pending in the United
States District Court for the Western District of Kentucky as Case No.
23-CV-575

M360 v. AT ML Leasehold HI, LLC, et al., pending in the Circuit Court
of the Third Circuit of the State of Hawaii in Civil No. 3 CCV-23-259
Excluded Entities Excluded Properties
JB Forum Land, LLC; AT Forum Louisville
KY II, LLC
150-300 N Hurstbourne Parkway,
Louisville, KY

JB ML Land HI, LLC; AT ML Leasehold
HI, LLC
68-1330 Mauna Lani Drive, Kamuela,
Hawai`i 96743

Excluded Action: TBD

Excluded Entities Excluded Properties
ATA Plaza OK, LLC 8156 S. Lewis Ave, Tulsa, OK 74137

Excluded Action: Alliant Credit Union v. Arciterra Olathe Pointe Olathe KS, LLC,
pending in the District Court of Johnson County, Kansas, in Case No.
23CV05137

Excluded Entities Excluded Properties
Arciterra Olathe Pointe Olathe KS, LLC                                   Olathe Pointe Shopping Center, located
generally at the southeast corner of the

[PROPOSED] ORDER

11
CASE NO. CV-23-2470-PHX-DLR

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Excluded Entities Excluded Properties
intersection of West 119
th
 Street and South
Black Bob Road, Olathe, Kansas 66062

Excluded Action: CommunityAmerica Credit Union v. JB Olathe Outlot 2, LLC, pending
in the District Court of Johnson County, Kansas, in Case No.
23CV03136

Excluded Entities Excluded Properties
JB Olathe Outlot 2, LLC                                                              11911 S. South Black Bob Road, Olathe,
Kansas 66062

Excluded Action: Alliant Credit Union v. Arciterra Noble West Noblesville IN, LLC,
pending in Hamilton County, Indiana, Superior Court 2 in Case No.
29D02-2308-MF-007315.

Excluded Entities Excluded Properties
Arciterra Noble West Noblesville IN, LLC                                   14753 Hazel Dell, Noblesville, Indiana
46062

Excluded Actions: U.S. Bank National Association, as Trustee for the benefit of the Holders
of the M360 2021-CRE3 Notes v. ATA Fishville FL, LLC, et al., pending
in the 20th Judicial Circuit Court for Charlotte County, Florida, in Case
No. 23-002446-CA

Excluded Entities Excluded Properties
ATA Fishville FL, LLC; JB Fishville Harbor
Land, LLC, and JB Fishville Retail Land,
LLC (Florida Foreclosure Matter)

1200 W. Retta Esplanade, Punta Gorda,
FL  33950

EXHIBIT D

EXHIBIT D

Plaintiffs                                           Named
Defendant(s)
1

Court                        Case                        No.
Naida E. Arcenas Tommy E.
Bolton
Circuit Court of
the 20th Judicial
Circuit, Charlotte
County, Florida
23-CA-612
James F. Wilson Living
Revocable Trust of James F.
Wilso
n
M/Y BBella,
Official Number
1290829
E.D. VA 23-00441
Meadows Bank AT New West
Clifton Co, LLC
District Court of
Mesa County,
Colorado
2023CV030280
Community America Credit
Union
JB Olathe Outlot
2 LLC
District Court of
Johnson County,
Kansas
23CV03136
1000 West Marion LLC 1000 West
Marion PG FL,
LLC; and
Jonathan M
Larmore
Circuit Court of
the 20th Judicial
Circuit, Charlotte
County, Florida
23001868CA
TMI Trust Company ArcitTerra Note
Fund II, LLC;
ArciTerra Note
Fund III, LLC;
ArciTerra Reit
Advisors, LLC;
ArciTerra Note
Advisors II,
LLC; ArciTerra
Whitefish
Advisors, LLC;
CSL
Investments,
LLC; ArciTerra
Note Fund II,
Investment
Company LLC;
and ArciTerra
Note Funds III,
Superior Court of
Maricopa County,
Arizona
 CV2023-008887

1
 The actions are stayed only against Receivership Entities and Receivership Assets.

Investment
Company, LLC
Conroad Associates, L.P. Castleton Corner
Owners
Association,
Inc.; AT
Castleton In
Owner, LLC;
AT Castleton In
Association
Manager, LLC;
ArciTerra
Companies,
LLC; Jonathan
M Larmore;
Crystal Scudder;
and James C.
Shook, Jr.
Indiana Southern
District Court
1:22-cv-00750
UMB Bank, N.A. JML BC G400,
LLC; Larmore
IRR Life
Insurance Trust;
and Jonathan M.
Larmore
District Court of
Dallas County,
Texas
DC-23-07370
8350 Michigan Rd ArciTerra
Michigan Road
Indianapolis IN,
LLC
Marion County
Public Health
Department
HSG23-01952
B. Brad and Monica Mason TIC;
Diana K. Hamilton; and John F.
Cardarelli
Jonathan M.
Larmore;
Michelle A.
Larmore;
Marsha M.
Larmore; Blaine
D. Rice; Andrea
Thompson;
Kevin L.
Gulbranson;
Robert F. Crook;
Arciterra
Strategic Income
Corporation -
Belleville
Crossing, IL;
and ArciTerra
Companies, LLC
Illinois Southern
District
3:23cv01785

Conroad Associates, L.P. Castleton Corner
Owners
Association, Inc.
and McKinley,
Inc.
Superior Court of
Marion County,
Indiana
49D01-1612-PL-
044978
Diversified Investment Managed
Capital Group, L.P.
Wheatland
Marketplace Lot
7 Co.
Circuit Court of
the 12th Judicial
Circuit, Will
Count
y, Illinois
22CH000043
Echo Properties ATA Plaza OK
LLC
District Court of
Tulsa County,
Oklahom
a
CJ-2023-262
Overturf Law F/K/A Overturf
Fowler LLP
AT Altus
Echelon IN,
LLC
Superior Court of
Hamilton County,
Indian
a
 29D02-2307-
CC-006552
AT Castleton IN Owner, LLC;
AT Castleton IN Owner II, LLC
Castleton
Shopping
Center, LLC
Indiana
Commercial Court
49D01-2107-PL-
024537
Price Edwards & Company, LLC ATA Plaza OK
LLC
District Court of
Tulsa County,
Oklahoma
CJ-2023-1765
Regal Restoration LLC Araphoe County
Public Trustee;
AT Seven Hills
Aurora Co II ,
LLC; City of
Aurora; Grass
River Real
Estate Credit
Partners; M360
2019 Cre2 Ltd;
Mcreif Subreit
LLC; Wells
Fargo Bank NA;
and Yam Capital
III, LLC
District Court of
Araphoe County,
Colorado
2023CV30603
N/A                                                    ArciTerra                                                    BP
Olathe KS LLC
Board of Tax
Appeals of the
State of Kansas
2018-3350-EQ to
2018-3352-EQ;
2019-3796-EQ to
2019-3798-EQ;
2020-4077-EQ to
2020-4079-EQ;
and 2021-3856-
EQ to 2021-
3858-EQ

U.S. Bank National Association,
as the trustee for the benefit of the
Holders of the M360 2021-CRE3
Notes
ATA Fishville
FL, LLC; JB
Fishville Harbor
Land, LLC; JB
Fishville Retail
Land, LLC;
Yam Capital
LLC; ATFL
Construction
LLC; BOP
Fishermen's
Villa
ge, LLC
Circuit Court of
the 20th Judicial
Circuit, Charlotte
County, Florida
23-002446-CA
Michelle Larmore Jonathan
Larmore and all
ArciTerra
entities
Maricopa Superior
Court, Arizona
CV2023-6422
Front Range Patrol At Seven Hills
Aurora Co. II,
LLC
Arapahoe County
Court, Colorado
23C038802
City of Danville A.T.P.T.
Danville IL II.,
LLC
Danville
Administrative
Court, Illinois
230000304
Providence Bank and Trust Belleville IL
Outlot 6, LLC
Circuit Court of
St. Clair County,
Illinois, 12th
District
23FC0230
Gladiator Roofing & Restoration
LLC
Arciterra Group,
LLC
Marion County
Superior Court,
Indiana
49D06-2306-PL-
023191
The Cleaning Source, LLC ArciTerra Noble
West
Noblesville IN
and Alliant
Credit Union
Superior Court of
Hamilton County,
Indiana
29D03-2304-
CC-003922

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IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF ARIZONA 

United States Securities and Exchange 
Commission, 

Plaintiff, 

v.  

Jonathan Larmore, et al., 

Defendants. 

No. CV-23-02470-PHX-DLR 

ORDER APPOINTING 
TEMPORARY RECEIVER AND 
TEMPORARILY FREEZING 
ASSETS AND IMPOSING 
LITIGATION INJUNCTION 

WHEREAS this matter has come before this Court upon motion of the Plaintiff 

U.S. Securities and Exchange Commission (“SEC” or “Plaintiff”) to appoint a receiver in 

the above-captioned action to protect investors in investment funds (the “ArciTerra 

Funds”) owned and/or controlled by one or more of Defendants Jonathan M. Larmore 

(“Larmore”), ArciTerra Companies, LLC (“ArciTerra”), ArciTerra Note Advisors II, 

LLC (“Fund II Advisors”), ArciTerra Note Advisors III, LLC (“Fund III Advisors”), and 

ArciTerra Strategic Retail Advisor, LLC (“ASR Advisor”) (collectively, and excluding 

Larmore, the “Receivership Defendants”); and 

WHEREAS the Court finds that, based on the record in these proceedings, the 

appointment of a receiver in this action is necessary and appropriate for the purposes of 

marshaling and preserving all assets of the ArciTerra Funds, the Receivership 

Defendants, and the known and unknown Affiliates of the Receivership Defendants 

(collectively, the “Receivership Entities”),1 and to preserve those assets of the 

1 For purposes of this Order, the term “Affiliate” has the meaning ascribed to it in 
Rule 405 of the Securities Act of 1933, 17 C.F.R. § 230.405 (“An affiliate of, or person 

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Receivership Entities held in constructive trust for the Receivership Entities that were 

fraudulently or improperly transferred out of the Receivership Entities to CSL 

Investments, LLC (“CSL Investments”), MML Investments, LLC (“MML Investments”), 

Spike Holdings, LLC (“Spike Holdings”), and JMMAL Investments, LLC (“JMMAL 

Investments”) (collectively, the “Entity Relief Defendants”); and/or  may otherwise be 

includable as assets of the estates of the Receivership Entities (collectively, the 

“Recoverable Assets”);  

WHEREAS this Court has subject matter jurisdiction over this action and personal 

jurisdiction over the Receivership Entities, and venue properly lies in this district; and 

WHEREAS, Defendants and Relief Defendants have consented to entry of this 

Order pending the Court’s determination of the SEC’s motion for a preliminary 

injunction. 

NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND 

DECREED THAT: 

I.  Exclusive Jurisdiction 

1. This Court hereby takes exclusive jurisdiction and possession of all of the 

assets of the Receivership Entities, together with all proceeds thereof (collectively, the 

“Receivership Assets”) of whatever kind, wherever situated, or whenever obtained.    

II.  Appointment of Receiver 

2. Until further Order of this Court, Allen Applbaum is hereby appointed to 

serve without bond as receiver (the “Receiver”) for the receivership estate of the 

Receivership Entities (the “Receivership Estate”), including the Receivership Assets, to, 

among other duties and rights set forth in this Order and available under applicable law 

and without limiting any other provisions of this Order, (a) preserve the status quo to 

enable the Receiver to perform the duties specified hereunder; (b) ascertain the financial 

 
affiliated with, a specified person, is a person that directly, or indirectly through one or 
more intermediaries, controls or is controlled by, or is under common control with, the 
person specified.”). A non-exhaustive list of Receivership Entities is attached as Exhibit 
A to this Order.   

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condition of the Receivership Entities and Receivership Assets; (c) oversee and manage, 

consistent with the relevant governing documents and applicable law, the Receivership 

Entities and Receivership Assets; (d) prevent the encumbrance or disposal of the 

Receivership Assets contrary to the Receiver’s mandate; (e) preserve the books, records, 

and documents of the Receivership Entities and Receivership Assets; (f) manage 

litigation by and against the Receivership, the Receivership Entities and the Receivership 

Assets; (g) propose for Court approval a fair and equitable distribution of the remaining 

Receivership Assets; and (h) be available to respond to investor inquiries, all as further 

set forth in this Order.  

III.  Asset Freeze 

3. Except as otherwise specified herein or in other orders of this Court, all 

assets of Larmore, all Receivership Assets, and all Recoverable Assets held by the Entity 

Relief Defendants are frozen, except for assets in the Receiver’s control or which come 

under the Receiver’s control, whose disposition is governed by other provisions of this 

Order including but not limited to the use of such assets needed to continue the ordinary 

course operations of the Receivership Entities for the benefit of investors as determined 

by the Receiver as set forth in Paragraph 6.G of this Order.  Defendants, Entity Relief 

Defendants, and Defendants’ and Entity Relief Defendants’ officers, agents, servants, 

employees, attorneys, subsidiaries and affiliates, and those persons in active concert or 

participation with any of them, who receive actual notice of this Order, by personal 

service or otherwise, and each of them, be and hereby are restrained and enjoined from, 

directly or indirectly, transferring, assigning, selling, hypothecating, changing, wasting, 

dissipating, converting, concealing, encumbering, or otherwise disposing of, in any 

manner, any funds, assets, securities, claims or other real or personal property, including 

any notes or deeds of trust or other interest in real property, wherever located, of any one 

of the Defendants or Entity Relief Defendants (up to the amount of Recoverable Assets 

held by the Entity Relief Defendants), or their subsidiaries or affiliates, owned by, 

controlled by, managed by or in the possession or custody of any of them and from 

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transferring, encumbering, dissipating, incurring charges or cash advances on any debit or 

credit card or credit arrangement of any one of Defendants and Entity Relief Defendants 

(up to the amount of Recoverable Assets held by the Entity Relief Defendants). A non-

exhaustive list of known bank accounts with appropriate redactions for personally 

identifiable information and entities subject to the asset freeze is attached hereto as 

Exhibit B.
2
 

IV.  General Powers and Duties of Receiver 

4. The Receiver shall have all powers, authorities, rights, and privileges 

heretofore possessed by the Receivership Entities, and any officers, directors, managers, 

managing members, and general and limited partners of the Receivership Entities, under 

applicable state and federal law, by the governing charters, by-laws, 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, and Fed. 

R. Civ. Proc. 66, except that the Receiver shall conduct a cost/benefit analysis and 

consult with the SEC staff prior to commencing any affirmative litigation. 

5. All of the powers derived from any source of any and all officers, directors, 

managers, managing members, general and limited partners, employees, investment 

advisers, accountants, attorneys, and other agents and advisers of the Receivership 

Entities are hereby suspended, except to the extent as may hereafter be expressly granted 

by the Receiver in the Receiver’s sole discretion and, to the extent necessary (in the sole 

determination of the Receiver), approved by the Court.  The Receiver shall assume and 

control the operation of the Receivership Entities and shall preserve all of their assets and 

claims for the benefit of the Receivership Estate.  No person holding or claiming any 

position of any type with any of the Receivership Entities shall have any authority to act 

by or on behalf of any of the Receivership Entities, except as may be expressly 

authorized or delegated by the Receiver in writing.  

 
2 The SEC and counsel for the Defendants are authorized to transmit a version of 

Exhibit B that contains the full bank account numbers subject to this Order to the relevant 
financial institutions listed on Exhibit B. 

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6. Without limiting the other provisions in this Order, the Receiver shall have 

the following general powers and duties:  

A. Take and retain immediate possession and control of all Receivership 

Assets and all books, records and documents of the Receivership Entities, 

wherever located, related to the Receivership Assets, and to sue for and collect, 

recover, receive and take into possession from third parties, all Receivership 

Assets and records relevant thereto;  

B. Manage, control, operate and maintain the Receivership Entities and hold in 

the Receiver’s possession by and through the Receivership Estate, custody and 

control of all Receivership Assets, subject to the other provisions of this Order; 

C. Take any action which, prior to the entry of this Order, could have been 

taken by the officers, directors, managers, managing members, and general and 

limited partners, and agents of the Receivership Entities, acting in their respective 

capacities; 

D. Take such action as necessary and appropriate for the preservation of the 

Receivership Estate and Receivership Assets and to prevent the dissipation or 

concealment of the Receivership Assets; 

E. Conduct an orderly liquidation or disposition of the Receivership Entities 

and the Receivership Assets in a manner and over a period of time calculated to 

maximize their value for investors and the Receivership Estate;  

F. Have exclusive control of, and be made the sole authorized signatory for, 

all accounts at any bank, brokerage firm or financial institution that has possession 

or control of any Receivership Assets; provided, however, that the Receiver may 

from time to time designate additional signatories as determined in the Receiver’s 

sole discretion;  

G. Pay from the Receivership Assets necessary expenses required to preserve 

and administer the Receivership Assets and Receivership Estate, but in no event 

shall the Receiver, without prior order of the Court, make any payments or 

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transfers of property of a value in excess of $10,000 (ten-thousand dollars), except 

that the Receiver may pay the following fees, costs, expenses and other charges in 

the ordinary course without regard to (i) the foregoing cap and (ii) the asset freeze 

in Paragraph 3 of this Order, and without prior order of the Court: (i) 

compensation and benefits to employees, including temporary non-payroll staff, 

(ii) insurance premiums and related costs, (iii) other routine operating costs and 

expenses of the Receivership Estate, including, without limitation, taxes, rent, 

information technology (including maintenance of hardware and software), water, 

electric, telephone, sewage, garbage, trash removal, and other utilities and 

services, and (iv) all other costs and expenses authorized by this Court pursuant to 

this Order or any other order of this Court;  

H. Locate and bring into the Receivership Estate by all reasonable means 

Receivership Assets and Recoverable Assets that may have been conveyed to, or 

are under the possession and control of, third parties or otherwise concealed; 

I. Engage and employ agents, claim and noticing agents, persons, firms and 

other persons and entities, including accountants, attorneys, experts, liquidators, 

brokers, traders, or auctioneers (collectively, “Retained Personnel”), to assist in 

the carrying out of the Receiver’s duties and responsibilities hereunder, subject to 

prior order of the Court, and pay Retained Personnel in accordance with the 

“Billing Instructions for Receivers in Civil Actions Commenced by the U.S. 

Securities and Exchange Commission” (the “Billing Instructions”), as modified by 

this Order; 

J. Manage any litigation and claims against the Receivership Entities and/or 

the Receivership Assets;  

K. Recommend to the SEC staff and counsel for the Defendants whether 

litigation against third parties should be commenced to recover assets for the 

benefit of the Receivership Estate and how the litigation fees and costs should be 

paid, including on a contingent fee basis; 

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L. Commence, maintain, 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 Entities (in the name of the Receivership Entities and/or 

the Receiver), the Receivership Assets, the Receiver, or the Receivership Estate; 

M. Bring all other legal actions based on law or equity in any state, federal, or 

foreign court (including in the name of the Receivership Entities), as the Receiver 

deems necessary or appropriate in discharging the Receiver’s duties as Receiver 

and maximizing recoveries for investors and creditors of the Receivership Entities; 

N. Sell, assign, transfer or otherwise dispose of any assets of the Receivership 

Entities either directly or through one or more Retained Personnel, subject to 

approval by this Court with respect to any material assets;  

O. At the appropriate time, propose to the Court a plan to distribute available 

Receivership Assets to investors and creditors of the Receivership Entities that 

may include provisions for (i) an initial distribution to be made by the Receiver, 

(ii) interim distributions to be made by the Receiver from time to time, (iii) a final 

distribution to be made by the Receiver, (iv) a bar date for the filing of claims in 

the Receivership Estate against the Receivership Entities and the Receivership 

Assets and/or for the filing of objections to a schedule of claims prepared by the 

Receiver for the purpose of making distributions, (v) a claim review and 

reconciliation process, (vi) a dispute resolution process for resolving any disputes 

concerning claims or proposed distributions, and (vii) such other matters as are 

determined by the Receiver to be reasonably necessary to facilitate or implement 

the claim and distribution processes, which plan shall be subject to Court 

approval;  

P. Cause the Receiver and its agents to be named as an additional insured on 

any insurance policies covering the Receivership Estate or Receivership Assets; 

Q. In the Receiver’s sole discretion or as necessary to maintain lending 

relationships, obtain and/or maintain insurance covering the Receivership Estate, 

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the Receivership Entities and/or the Receivership Assets, and such insurance 

expense shall be deemed a normal, ordinary, and necessary operating expense of 

the Receivership Estate; 

R. Consult with the SEC staff, counsel for the Defendants, creditors and 

investors regarding any Receivership Estate matter; and  

S. Take such other action as may be approved by the Court. 

V.  Access to Information, Books, Records, and Accounts 

7. The Receivership Entities and each of their (including former) officers, 

directors, managers, managing members, general and limited partners, agents, attorneys, 

accountants, and employees, as well as those acting in their place, are hereby ordered and 

directed to preserve and turn over to the Receiver forthwith all paper and electronic 

information of, and/or relating to, the Receivership Entities and/or Receivership Assets; 

such information shall include but not be limited to books, records, documents, accounts 

and all other instruments and papers. 

8. The Receivership Entities and each of their (including former) officers, 

directors, managers, managing members, general and limited partners, agents, attorneys, 

accountants, and employees, as well as those acting in their place, shall cooperate fully 

with the Receiver in his or her efforts to carry out the obligations, duties and purposes set 

out in this Order, subject to and limited by their Fifth Amendment rights.  

9. The Receiver is authorized to open all electronic mail generated by, 

directed to, or received by the Receivership Entities and all mail directed to or received 

by or at the offices or post office boxes of the Receivership Entities, 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. 

10. All banks, brokerage firms, financial institutions, and other persons or 

entities which have possession, custody, or control of any assets or funds held by, in the 

name of, or for the benefit, directly or indirectly, of the Receivership Entities that receive 

actual notice of this Order shall (i) not liquidate, transfer, sell, convey or otherwise 

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transfer any assets, securities, funds, or accounts in the name of or for the benefit of the 

Receivership Entities except upon written instructions from the Receiver; (ii) not exercise 

any form of set-off, alleged set-off, lien, or any form of self-help whatsoever, or refuse to 

transfer any funds or assets to the Receiver’s control without the permission of this Court; 

and (iii) cooperate expeditiously in providing information and transferring funds, assets, 

and accounts to the Receiver or at the direction of the Receiver.   

VI.  Notice to Third Parties 

11. The Receiver shall promptly give notice of the Receiver’s appointment to 

all known past and present officers, directors, managers, managing members, general and 

limited partners, agents, attorneys, accountants, and employees of the Receivership 

Entities, as the Receiver deems necessary or advisable to effectuate the operation of the 

receivership. 

12. All persons and entities owing any obligation or debt to any Receivership 

Entity shall, until further ordered by this Court, perform and/or pay all such obligations in 

accordance with the terms thereof to the Receiver and its receipt for such payments shall 

have the same force and effect as if the applicable Receivership Entity had received such 

performance or payment. 

13. The Receiver is authorized to communicate with, and/or serve this Order 

upon, any person, entity, or government office that he deems appropriate to inform them 

of the status of this matter and/or the financial condition of the Receivership Estate.  All 

government offices which maintain public files of security interests in real and personal 

property shall, consistent with such office’s applicable procedures, record this Order 

upon the request of the Receiver or the SEC. 

14. 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 Receivership Entities (the “Receiver’s Mail”), including all mail 

addressed to, or for the benefit of, the Receivership Entities.  The United States 

Postmaster shall not comply with, and shall immediately report to the Receiver, any 

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

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

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

to the Receiver.  All personal mail of any individuals, and/or 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 

mailbox, depository, business or service, or mail courier or delivery service, hired, rented 

or used by the Receivership Estate.  The Receivership Entities 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. 

15. Subject to payment for services provided, any entity furnishing space, 

water, electric, telephone, sewage, garbage, trash removal, or any other services to the 

Receivership Entities shall maintain such service and related account in the name of the 

Receivership Entity for the benefit of the Receiver and Receivership Estate, or transfer 

such account to the Receiver, unless instructed to the contrary by the Receiver. 

VII. Injunction Against Interference with Receiver 

16. The Receivership Entities, and all persons and entities receiving notice of 

this Order by personal service, mail, electronic mail, facsimile, regular mail, through 

electronic case filing notices, overnight courier, or in any other manner consistent with 

due process, are hereby restrained and enjoined from directly or indirectly taking any 

action or causing any action to be taken, without the express written agreement of the 

Receiver, that would: 

A. Interfere with the Receiver’s efforts to take control, possession, or 

management of the Receivership Entities or any Receivership Assets; such 

prohibited actions include but are not limited to, using self-help or 

executing or issuing or causing the execution or issuance of any court 

attachment, subpoena, replevin, execution, or other process for the purpose 

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of impounding or taking possession of or interfering with or creating or 

enforcing a lien upon any Receivership Assets; 

B. Hinder, obstruct or otherwise interfere with the Receiver in the performance 

of the Receiver’s duties; such prohibited actions include but are not limited 

to, concealing, destroying or altering records or information or interfering 

with any claim, distribution, and/or wind-down plans or processes 

established by the Receiver; 

C. Dissipate or otherwise diminish the value of any Receivership Assets; such 

prohibited actions include but are not limited to, releasing claims or 

disposing, transferring, exchanging, assigning or in any way conveying any 

Receivership Assets, enforcing judgments, assessments, or claims against 

the Receivership Entities or any Receivership Assets, attempting to modify, 

cancel, terminate, call, extinguish, revoke, or accelerate (the due date of) 

any lease, loan, mortgage, indebtedness, security agreement or other 

agreement executed by the Receivership Estate or which otherwise affects 

any Receivership Assets; or, 

D. Interfere with or harass the Receiver, any Retained Personnel or any 

Ordinary Course Professional, or interfere in any manner with the exclusive 

jurisdiction of this Court over the Receiver, the Receivership Estate, the 

Receivership Entities, or the Receivership Assets.  

17. The Receiver shall promptly notify the Court, the SEC staff, and counsel 

for the Defendants of any failure or apparent failure of any person or entity to comply in 

any way with the terms of this Order. 

VIII. Stay of Litigation 

18. As set forth in detail below, the following proceedings, excluding (i) the 

instant proceeding, (ii) all police or regulatory actions and actions of the SEC related to 

the above-captioned enforcement action, (iii) all actions pending or to be brought by the 

United States of America or any of its agencies, (iv) all actions pending or to be brought 

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by any state or commonwealth within the United States of America pursuant to such 

state’s or commonwealth’s police and regulatory power, and (v) all actions subject to the 

stipulation attached hereto as Exhibit C are stayed and/or enjoined until further Order of 

this Court:  

All existing or future civil legal proceedings of any nature, including, but not 

limited to, bankruptcy proceedings, arbitration proceedings, foreclosure actions, 

default proceedings, or other actions of any nature involving: (a) the Receiver, in 

the Receiver’s capacity as Receiver; (b) the Retained Personnel, in their respective 

capacities as such; (c) the Receivership Estate; and (d) the Receivership Entities or 

any Receivership Assets, wherever located.  Any person or entity that seeks to put 

one or more of the Receivership Entities into voluntary or involuntary bankruptcy 

proceedings must seek leave of Court on motion upon no less than 14 (fourteen) 

days’ notice to the Receiver and to the SEC staff.  Any such motion must show 

good cause for the filing of voluntary or involuntary bankruptcy proceedings for 

such Receivership Entities.  Any person or entity may seek leave of this Court to 

proceed against the Receiver, in such capacity; the Retained Personnel, in such 

capacity; the Receivership Estate; the Receivership Entities; and the Receivership 

Assets.  A non-exclusive list of litigations involving the Receivership Entities and 

Receivership Assets that are not otherwise excluded from the stay is set forth on 

Exhibit D hereto. 

19. The foregoing stay and injunction shall not prohibit the Receiver from 

commencing or continuing any litigation in its own name or in the name of any 

Receivership Entity.  For any cause of action accrued or accruing in favor of the 

Receivership Estate against a third person or party, any applicable statute of limitation is 

tolled during the period in which this stay of existing legal proceedings and injunction 

against commencement of new or expanded legal proceedings is in effect as to that cause 

of action.  The Receiver shall provide notice of this stay of litigation order to the parties 

in all known pending cases against the Defendants and entities that they own or control.   

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IX. Managing Assets 

20. The Receiver shall at all times administer the Receivership Assets with the 

care and diligence that an ordinary prudent individual would use in handling such 

person’s own estate.     

21. Subject to the restrictions in paragraph 6(G), the Receiver may, without 

further Order of this Court pay expenses that arise in the ordinary course of the 

Receivership Entities’ orderly wind down, on terms and in the manner the Receiver 

deems most beneficial to the Receivership. 

22. The Receiver is authorized, without leave of Court, to take all actions to 

manage, maintain, and/or wind-down business operations of the Receivership Entities, 

including making legally required payments to creditors, employees, and agents of the 

Receivership Entities and Receivership Estate, communicating with vendors, landlords, 

investors, governmental and regulatory authorities, and others, and preparing and filing 

all necessary tax returns, as appropriate and necessary for the orderly wind down or 

disposition of the Receivership Entities consistent with 28 U.S.C. § 959(b). 

23. In the exercise of the Receiver’s business judgment, the Receiver may take 

all necessary steps to enable the Receivership Estate to obtain and maintain the status of 

a taxable “Settlement Fund,” within the meaning of Section 468B of the Internal 

Revenue Code and of the regulations.  

X.  Investigate and Prosecute Claims 

24. The Receiver is authorized, empowered, and directed to, in its own name or 

in the name of the Receivership Entities, investigate, prosecute, commence, maintain, 

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 the Receiver’s 

sole discretion, be advisable or proper to recover and/or conserve Receivership Assets. 

25. The Receiver is authorized, empowered, and directed to investigate the 

manner in which the financial and business affairs of the Receivership Entities were 

conducted and (after consultation with SEC staff) to institute such actions and legal 

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proceedings, for the benefit and on behalf of the Receivership Estate, as the Receiver 

deems necessary and appropriate.  Prior to investigating any Defendants or Relief 

Defendants, the Receiver shall coordinate with the SEC staff to minimize expense and 

duplication. 

26. In furtherance of the Receiver’s power to manage litigation and to conduct 

an investigation, the Receiver is authorized to issue subpoenas for documents and 

testimony consistent with the Federal Rules of Civil Procedure and Court orders without 

further leave of Court.  

27. Any and all attorney-client privilege, work product protection, common 

interest or joint defense privilege, or other privilege or immunity (collectively, the 

“Privileges”) of the Receivership Entities (but excluding any of the Relief Defendants), 

and/or attaching to or arising in or in connection with any of their documents, data or 

communications (whether written or oral), are hereby transferred and belong exclusively 

to the Receiver for the benefit of the Receivership Estate.  The Receiver therefore has 

sole authority, and is hereby empowered, to enforce, waive, assign, or release any or all 

Privileges in the exercise of its duties as Receiver.   

XI.  Bankruptcy Filing 

28. The Receiver may seek authorization of this Court to file a voluntary 

petition for relief under Title 11 of the United States Code (the “Bankruptcy Code”) for 

any or all of the Receivership Entities upon 5 business days’ notice.  If any Receivership 

Entity or any Receivership Asset is placed into a bankruptcy proceeding, the Receiver 

may become, and may be empowered to operate the entity or asset, as a debtor in 

possession.  In such a situation, the Receiver shall have all of the powers and duties as 

provided a debtor in possession under the Bankruptcy Code to the exclusion of any other 

person or entity.  The Receiver is vested with management authority for the 

Receivership Entities and the Receivership Assets and may therefore file such Chapter 

11 petitions and have all of the powers and duties as provided a debtor in possession 

under the Bankruptcy Code.  See In re Bayou Group, LLC, 564 F.3d 541, 548-49 (2d 

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Cir. 2009). 

29. The provisions of Article VIII above bar any person or entity, other than the 

Receiver, from placing any Receivership Entity or any Receivership Asset into 

bankruptcy without prior leave of Court on motion providing no less than 14 (fourteen) 

days’ notice to the Receiver, the SEC, and to counsel for the Defendants. 

XII. Conflicts; Liability of the Receiver 

30. The Receiver has a continuing duty to ensure that there are no conflicts of 

interest between the Receiver, on the one hand, and the Receivership Estate and 

Receivership Assets, on the other hand.   

31. Until further Order of this Court, the Receiver shall not be required to post 

bond or give an undertaking of any type in connection with the Receiver’s fiduciary 

obligations in this matter, and, if so ordered, all costs and expenses of procuring any such 

bond or undertaking shall be deemed expenses reimbursable to the Receiver from the 

Receivership Estate. 

32. The Receiver and Retained Personnel are entitled to rely on all outstanding 

rules of law and Orders of this Court and shall not be liable to any person or entity for 

their own good faith compliance with any order, rule, law, judgment, or decree.  In no 

event shall the Receiver or Retained Personnel be liable to anyone for their good faith 

compliance with their respective duties and responsibilities. 

33. The Receiver and Retained Personnel shall be indemnified by each of the 

Receivership Entities except for gross negligence, willful misconduct, fraud, or breach of 

fiduciary duty determined by a final order no longer subject to appeal, for all judgments, 

costs, and reasonable expenses including legal fees (which shall be paid under the 

indemnity after court approval as they arise) arising from or related to any and all claims 

of whatsoever type brought against any of them in their capacities as Receiver and 

Retained Personnel; provided, however, that nothing herein shall limit the immunity of 

the Receiver and the Receiver’s advisers and agents allowed by law or deprive the 

Receiver or the Receiver’s advisers and agents of indemnity for any act or omission for 

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which they have immunity.  

34. This Court shall retain exclusive jurisdiction over any action filed against 

the Receiver or Retained Personnel based upon acts or omissions committed in their 

representative capacities or in connection with any action filed by any of them asserting 

an indemnity claim. 

35. In the event the Receiver decides to resign, the Receiver shall first give 

written notice to counsel for the Defendants, the SEC’s counsel of record, and the Court 

of its intention, and the resignation shall not be effective until the earlier of the date on 

which the Court appoints a successor and thirty (30) days from the date the Receiver shall 

have given such notice.  The Receiver shall then follow such instructions as the Court 

may provide. 

36. Prior to taking any action against the Receiver regarding the Receiver’s 

conduct in his capacity as the Receiver, a person must seek and receive leave of this 

Court.  This Court shall retain exclusive jurisdiction over any action or controversy 

regarding any matters relating to or arising from the Receiver’s role and conduct in such 

role. 

37. This Article XII shall survive the resignation or removal of the Receiver 

and any Retained Personnel and the termination of the receivership.  

XIII. Recommendations and Reports 

38. No later than ninety (90) days after the entry of this Order, the Receiver 

shall file and serve a full report and accounting of Receivership Assets (the “First Status 

Report”), reflecting (to the best of the Receiver’s knowledge as of the period covered by 

the report) the existence, value, and location of all Receivership Assets, and of the extent 

of liabilities, both those claimed to exist by others and those the Receiver believes to be 

legal obligations of the Receivership. 

39. The First Status Report shall contain the following: 

A. A summary of the operations of the Receiver; 

B. The amount of cash on hand, the amount and nature of accrued 

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administrative expenses, and the amount of unencumbered funds in the 

estate; 

C. A schedule of all the Receiver’s receipts and disbursements, with one 

column for the quarterly period covered and a second column for the entire 

duration of the receivership; 

D. A description of all known Receivership Assets;  

E. A description of liquidated and unliquidated claims held by the 

Receivership Estate and approximate valuations of claims;  

F. The Receiver’s recommendations for a continuation or discontinuation of 

the receivership and the reasons for the recommendations;  

G. A recommendation whether to modify the list of Receivership Entities 

attached hereto as Exhibit A based on the Receiver’s investigation; and 

H. Any other information that the Receiver reasonably deems appropriate to 

include in the First Status Report. 

40. For good cause shown, the Receiver may seek leave of Court to extend the 

time set for the filing of the First Status Report and any Quarterly Status Report.  In 

addition, if requested by the SEC or counsel for the Defendants, the Receiver is hereby 

authorized to share with the SEC and counsel for the Defendants a list of all known 

investors and creditors and the amount of their investments and claims, as applicable, 

redacted to exclude personally identifiable information. 

41. Subsequent to the filing of the First Status Report, the Receiver shall file a 

quarterly status report (the “Quarterly Status Report”) containing substantially the same 

type of information required to be set forth in the First Status Report.  The Quarterly 

Status Report shall be filed within twenty (20) days of the end of each quarter, except 

that, the first Quarterly Status Report shall be filed upon the passing of the first full 

quarter after the First Status Report is filed.   

42. On the request of the SEC, the Receiver shall provide any documentation 

that the SEC deems necessary to meet its reporting requirements, that is mandated by 

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statute or Congress, or that is otherwise necessary to further the SEC’s or State Securities 

Regulator’s mission. 

XIV. Fees, Expenses, and Accountings 

43. Subject to the specific provisions of this Order, the Receiver need not 

obtain Court approval prior to the disbursement of Receivership Assets for expenses in 

the ordinary course of the wind down of the Receivership Estate.   

44. Subject to the specific provisions of this Order, the Receiver is authorized 

to solicit Retained Personnel to assist the Receiver in carrying out the duties and 

responsibilities described in this Order.  The Retained Personnel may include, without 

limitation, Stoneturn Group, LLP, its professionals, paraprofessionals, and administrative 

staff (together, “Stoneturn”).  The Receiver is hereby expressly authorized to utilize the 

services of Stoneturn as Retained Personnel (rather than utilizing other similarly situated 

or available personnel or professional services firms).   

45. With the exception of Stoneturn and Archer & Greiner, P.C. (“Archer & 

Greiner”), whom the Court hereby approves as Retained Personnel under this Order, the 

Receiver shall not engage any Retained Personnel without first obtaining an Order of the 

Court authorizing such engagement.  For the avoidance of doubt, the term “Retained 

Personnel” shall include any professionals retained to provide services to or for any 

Receivership Entity, any Receivership Asset, the Receiver, or the Receivership Estate, 

and any counsel retained for any purpose.  

46. Within thirty (30) days of entry of this Order, each of Stoneturn and Archer 

& Greiner shall file with the Court sworn declarations disclosing any and all material 

connections that they may have to this case.  Each of Stoneturn and Archer & Greiner 

shall have a continuing obligation to disclose any potential conflicts that may arise during 

the course of this Receivership. 

47. The Receiver and Retained Personnel are entitled to reasonable 

compensation and expense reimbursement from the Receivership Assets as described in 

the Billing Instructions agreed to by the Receiver, as modified by this Order, a copy of 

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which is available at https://www.sec.gov/oiea/Article/billinginstructions.pdf.  Such 

compensation shall require the prior approval of the Court. 

48. Within forty-five (45) days after the end of each calendar quarter, the 

Receiver and Retained Personnel shall apply to the Court for compensation and expense 

reimbursement from the Receivership Assets (the “Quarterly Fee Applications”).  At least 

thirty (30) days prior to filing each Quarterly Fee Application with the Court, the Receiver and 

Retained Personnel will serve upon counsel for the Defendants and counsel for the SEC a 

complete copy of its proposed Quarterly Fee Application, together with all exhibits and 

relevant billing information in a format to be provided by SEC staff. 

49. All Quarterly Fee Applications will be interim and will be subject to cost 

benefit and final reviews at the close of the Receivership Estate.  Such cost benefit review 

may include an evaluation of the results achieved in relation to the costs associated with 

any particular Receivership Asset.  At the close of the Receivership Estate, the Receiver 

and Retained Personnel will each file a final fee application, describing in detail the costs 

and benefits associated with all litigation and other actions pursued by the Receiver or 

Retained Personnel, as applicable, during the course of the Receivership Estate. 

50. Quarterly Fee Applications will be subject to a holdback in the amount of 

10% of the amount of fees and expenses for each application filed with the Court or such 

other percentage holdback as the Court may order on its own motion or on the request of 

the SEC or counsel for the Defendants.  To the extent any fees or expenses are not 

approved by the Court, they must be offset against the 10% holdback (or such other 

holdback ordered by the Court) or be disgorged from the professional as appropriate. 

51. Each Quarterly Fee Application shall: 

A. Comply with the terms of the Billing Instructions agreed to by the 

Receiver, as modified by this Order; and 

B. Contain representations (in addition to the Certification required by the 

Billing Instructions) that: (i) the fees and expenses included therein were 

incurred in the best interests of the Receivership Estate; and, (ii) with the 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 19 of 49



 

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exception of the Billing Instructions, as modified by his Order (and the fact 

that the Receiver may benefit (directly or indirectly) from the compensation 

paid to StoneTurn), the Receiver or Retained Personnel, as applicable, has 

not entered into any agreement, written or oral, express or implied, with 

any person or entity concerning the amount of compensation paid or to be 

paid from the Receivership Assets, or any sharing thereof. 

52. At the close of the Receivership, the Receiver shall submit a Final 

Accounting, in a format to be provided by SEC staff, and the Receiver and each Retained 

Personnel shall submit a final application for compensation and expense reimbursement. 

53. With respect to any motion or application filed in this case by the Receiver, 

if no party in interest objects prior to the objection deadline applicable thereto, the 

Receiver may file a notice of no objection with this Court and request that the Court enter 

the corresponding order without the need for a hearing.  

54. This Order shall remain in full force and effect pending further order of the 

Court. 

SO ORDERED. 

 Dated this 21st day of December, 2023. 

 

 

 

Douglas L. Rayes 
United States District Judge 

 

 

 

 

 

 

 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 20 of 49



EXHIBIT A 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 21 of 49



EXHIBIT A 
 

RECEIVERSHIP ENTITIES 
 
1000 WEST MARION PG FL, LLC 
1921 GALLATIN PIKE NASHVILLE TN, LLC 
2006 OPERATING PARTNERSHIP, L.P. 
2513 E NORTH STREET KENDALLVILLE IN, LLC 
412 CROSS OAKS MALL PLAINWELL ML, LLC 
5339 ELVIS PRESLEY BLVD. MEMPHIS TN, LLC 
5450 US HIGHWAY 80 EAST PEARL MS, LLC 
60 COLONIAL PROMENADE PARKWAY ALABASTER AL, LLC 
601 RETTA FL, LLC 
601 TRENTON ROAD MCALLEN TX, LLC 
613 RETTA FL, LLC 
700 NORTH GRAND AVENUE MT. PLEASANT, 1A, LLC 
751W RETTA ESPLANDE FL, LLC 
752 SOUTH ANDY GRIFFITH PARKWAY MT AIRY NC, LLC 
7525 PINE VALLEY LANE OWNER, LLC 
8001 VAUGHN ROAD MONTGOMERY AL, LLC 
81 JAMESON LANE GREENVILLE AL, LLC 
880 W MARION AVE FL, LLC 
900 WEST MARION AVENUE FL, LLC 
ALOHA POP UP PRODUCTIONS, LLC 
ARCITERRA AA BARBOURVILLE KY, LLC 
ARCITERRA AA LINCOLN NE, LLC 
ARCITERRA AA MANISTEE ML, LLC 
ARCITERRA AA PAPILLION NE, LLC 
ARCITERRA AA PEARL MS, LLC 
ARCITERRA AA THEODORE AL, LLC 
ARCITERRA AA WEST LIBERTY KY, LLC  
ARCITERRA AZ SLIDELL LA, LLC 
ARCITERRA AZ TEMPLE GA, LLC 
ARCITERRA AZ WILLIS TX, LLC 
ARCITERRA BELL YORK SC, LLC 
ARCITERRA BP OLATHE KS, LLC 
ARCITERRA CH NEW ORLEANS LA, LLC 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 22 of 49



ARCITERRA COMMERCIAL PROPERTY REIT, LP 
ARCITERRA COMMERICAL PROPERTY REIT, INC. 
ARCITERRA COMPANIES, LLC 
ARCITERRA CV LAFAYETTE LA, LLC 
ARCITERRA CV TARPON SPRINGS FL, LLC 
ARCITERRA DESIGN, LLC 
ARCITERRA DG CAMPBELLSVILLE KY, LLC 
ARCITERRA DG GREENVILLE KY, LLC 
ARCITERRA DG JUNCTION CITY KY, LLC 
ARCITERRA DG MEMPHIS TN, LLC 
ARCITERRA DG NORTH BEND OH, LLC 
ARCITERRA DG RAVENNA KY, LLC 
ARCITERRA DG SHEPHERDSVILLE KY, LLC 
ARCITERRA DG SOUTH CHARLESTON OH, LLC 
ARCITERRA DG WISTER OK, LLC 
ARCITERRA DKS GRAND CHUTE WL, LLC 
ARCITERRA FD BOWMAN SC, LLC 
ARCITERRA FD EHRHARDT SC, LLC 
ARCITERRA FD GREELEYVILLE SC, LLC 
ARCITERRA FD PAXVILLE SC, LLC 
ARCITERRA FD TUBERVILLE SC, LLC 
ARCITERRA FESTIVAL MONTGOMERY AL, LLC 
ARCITERRA GC JOHNSON CITY NY, LLC 
ARCITERRA GREYSTONE HOOVER AL, LLC 
ARCITERRA GROUP, LLC 
ARCITERRA HD HENDERSONVILLE TN, LLC 
ARCITERRA HD MCALLEN TX, LLC 
ARCITERRA KLS JENSEN BEACH FL, LLC 
ARCITERRA KLS WARSAW IN, LLC 
ARCITERRA KLS WAUSAU WL, LLC 
ARCITERRA MICHIGAN ROAD INDIANAPOLIS IN, LLC 
ARCITERRA MOV GAL GODDARD KS, LLC 
ARCITERRA MOV GAL PARK CITY KS, LLC 
ARCITERRA MW NASHVILLE TN, LLC 
ARCITERRA NATIONAL REIT, INC. 
ARCITERRA NATIONAL REIT, LP 
ARCITERRA NOBLE WEST NOBLESVILLE 1N, LLC 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 23 of 49



ARCITERRA NOTE ADVISORS II, LLC 
ARCITERRA NOTE ADVISORS III, LLC 
ARCITERRA NOTE FUND II LLC  
ARCITERRA NOTE FUND III LLC 
ARCITERRA NS INVESTMENT CO.  
ARCITERRA OFF PEP PEARL MS, LLC 
ARCITERRA OLATHE POINTE OLATHE KS LLC 
ARCITERRA OPPORTUNITY FUND I, LLC 
ARCITERRA OR BATTLE CREEK ML, LLC  
ARCITERRA OS MT. PLEASANT IA, LLC 
ARCITERRA REAL ESTATE INVESTMENT TRUST, INC. 
ARCITERRA REGIONS LAMARQUE TX, LLC 
ARCITERRA REIT I MEMBER, LLC 
ARCITERRA REIT I MEMBER, LLC 
ARCITERRA REIT I MEMBER, LLC 
ARCITERRA REIT RSC, LP 
ARCITERRA REIT, LP 
ARCITERRA SHOPPES AT ALABASTER AL, LLC 
ARCITERRA STAR LANCASTER OH, LLC 
ARCITERRA STRATEGIC INCOME CORPORATION‐BELLEVILLE CROSSING IL 
ARCITERRA STRATEGIC RETAIL ‐ SUFFOLK VA, LLC 
ARCITERRA STRATEGIC RETAIL ADVISOR, LLC 
ARCITERRA STRATEGIC RETAIL ADVISOR, LLC 
ARCITERRA STRATEGIC RETAIL REIT, INC. 
ARCITERRA STRATEGIC RETAIL‐ELYRIA OH, LLC 
ARCITERRASTRATEGIC RETAIL‐PLAINFIELD VILLAGEUM, LLC 
ARCITERRA STRATEGIC RETAIL‐PLAINFILED VILLAGE IN, LLC 
ARCITERRA STRATEGIC RETAIL‐WHEATLAND IL, LLC 
ARCITERRA S‐W BURTON ML, LLC 
ARCITERRA S‐W KALAMAZOO ML, LLC 
ARCITERRA S‐W LORAIN OH, LLC 
ARCITERRA USB BISMARK ND, LLC 
ARCITERRA USB NEW ALBANY OH, LLC 
ARCITERRA USB ROCHESTER MN, LLC 
ARCITERRA VERMONT INDIANAPOLIS IN, LLC 
ARCITERRA VN CLARKSVILLE TN, LLC ~ 
ARCITERRA VN COLUMBIA TN LLC  

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 24 of 49



ARCITERRA VN DICKSON TN, LLC 
ARCITERRA VZ HOME GA, LLC 
ARCITERRA VZ ROME GA, LLC 
ARCITERRA WALCENT GREENVILLE AL, LLC 
ARCITERRA WALCENT KENDALLVILLE IN, LLC 
ARCITERRA WALCENT PLAINWELL ML, LLC 
ARCITERRA WESTGAGE INDIANAPOLIS MEMBER, LLC 
ARCITERRA WESTGATE INDIANAPOLIS IN II, LLC 
ARCITERRA WESTGATE INDIANAPOLIS IN, LLC 
ARCITERRA WG HOMETOWN IL, LLC 
ARCITERRA WG KILMARNOCK VA, LLC 
ARCITERRA WG MILWAUKEE WL, LLC 
ARCITERRA WHITEFISH ADVISORS, LLC 
ARCITERRA WHITEFISH OPPORTUNITY FUND, LLC 
ARCITERRA WM DOUGLASVILLE GA, LLC 
ASR REITLP 
AT 18 MILE CENTRAL SC, LLC 
AT ALTUS CUMBERLAND GA II, LLC 
AT ALTUS CUMBERLAND GA, LLC 
AT ALTUS CUMBERLAND MEMBER, LLC 
AT ALTUS ECHELON IN, LLC 
AT ALTUS ROSWELL GA, LLC 
AT AUBURN PLAZA IN II, LLC 
AT AUBURN PLAZA IN, LLC 
AT AUBURN PLAZA MEMBER, LLC 
AT BELLEVILLE CROSSING IL‐INLINE, LLC 
AT BELLEVILLE CROSSING IL‐OUTLOTS LLC 
AT BLOOMINGTON IL, LLC 
AT BOUTTE LA, LLC 
AT BRIARGATE IL, LLC 
AT BUENA VISTA GA, LLC 
AT CANAL WINCHESTER OH, LLC 
AT CASTLETON IN ASSOCIATION MANAGER, LLC 
AT CASTLETON IN MEMBER II, LLC 
AT CASTLETON IN MEMBER, LLC 
AT CASTLETON IN MEMBER, LLC 
AT CASTLETON IN OWNER II, LLC 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 25 of 49



AT CASTLETON IN OWNER, LLC  
AT CASTLETON IN OWNER, LLC 
AT CASTLETON IN OWNER, LLC 
AT CEDARTOWN GA OUTLOT, LLC 
AT CEDARTOWN GA, LLC 
AT CENTERVILLE GA, LLC 
AT COLONY FITZGERALD GA LLC 
AT CONCORD, LLC ' 
AT DILLON SC OUTLET, LLC 
AT EASTMAN GA II, LLC 
AT EASTMAN GA, LLC 
AT EASTMAN GA, LLC 
AT EASTMAN MEMBER, LLC 
AT ELYRIA OH INLINE, LLC 
AT ELYRIA OH OUTLOT, LLC 
AT FL CONSTRUCTION, LLC 
AT FORUM KY MEMBER II, LLC 
AT FORUM KY MEMBER, LLC 
AT FORUM KY MEMBER, LLC 
AT FORUM LOUISVILLE KY II, LLC 
AT HL BURLINGTON IAII, LLC 
AT HL BURLINGTON IA, LLC 
AT HL BURLINGTON MEMBER, LLC 
AT JEFFERSON CENTER FW IN OWNER, LLC 
AT JEFFERSON CENTER FW IN, LLC 
ATJPM LINDENHURST IL, LLC 
AT LIMA PLAZA FW IN OWNER, LLC 
AT LIMA PLAZA FW IN, LLC 
AT LINDENHURST IL, LLC 
AT LONGVIEW MEMBER, LLC 
AT LONGVIEW OUTLOT NORTHEAST, LLC 
AT LONGVIEW OUTLOT WEST, LLC 
AT LONGVIEW TXII, LLC 
AT LONGVIEW TX, LLC 
AT LUBBOCK TX, LLC 
AT MAX FW IN OWNER, LLC ’ 
AT MAX FW IN, LLC  

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 26 of 49



AT MAYODAN MEMBER, LLC 
AT MAYODAN NCII, LLC 
AT MAYODAN NC, LLC 
AT MF VEGAS, LLC 
AT MIDWAY ELYRIA OH, LLC 
AT ML LEASEHOLD HI, LLC 
AT ML MANAGEMENT HI LLC 
AT MMH HI LLC 
AT MT. PLEASANT LOT 2, LLC 
AT NEW LENOX IL‐GL, LLC 
AT NEW LENOX IL‐ INLINE, LLC 
AT NEW LENOX IL‐INLINE II, LLC 
AT NEW LENOX IL‐OUTLOTS, LLC 
AT NEW LENOX‐IL MEMBER, LLC 
AT NEW WEST CLIFTON CO, LLC 
AT OLATHE MANAGER, LLC 
AT OLATHE MANAGER, LLC 
AT PINE VALLEY FW IN OWNER, LLC 
AT PINE VALLEY FW IN, LLC 
AT PLAINFIELD VILLAGE IN II, LLC 
AT PLAINFIELD VILLAGE IN, LLC 
AT PLAINFIELD VILLAGE MEMBER, LLC 
AT PORTLAND COMMONS IN OWNER, LLC 
AT PORTLAND COMMONS IN, LLC 
AT PT DANVILLE IL II, LLC 
AT PT DANVILLE IL, LLC 
AT PT DANVILLE MEMBER, LLC 
AT SALEM IL OUTLOT, LLC 
AT SALISBURY NC OUTLOT, LLC 
AT SANDERSVILLE GA, LLC 
AT SEVEN HILLS AURORA CO II, LLC 
AT SEVEN HILLS AURORA CO, LLC  
AT SEVEN HILLS AURORA CO, LLC 
AT SEVEN HILLS AURORA MEMBER, LLC 
AT STATESBORO SQUARE GA, LLC 
AT SUFFOLK VA2B‐2, LLC 
AT SUFFOLK VA2B‐3, LLC 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 27 of 49



AT SUFFOLK VA2B‐5, LLC 
AT SUFFOLK VA 2B‐6, LLC 
AT SUFFOLK VABWW, LLC 
AT SUFFOLK VA SC, LLC 
AT SUWANEE DEPOT GA, LLC 
AT SWEDEN MEMBER, LLC 
AT SWEDEN NY II, LLC 
AT SWEDEN NY, LLC 
AT SWEEDEN NY OUTLOT, LLC 
AT TIFFANY SQUARE ROCKY MOUNT NC, LLC 
AT TOWNE SQUARE ROME GA, LLC 
ATVILLA PLATTE LA II, LLC 
AT VILLA PLATTE MEMBER, LLC 
AT VILLE PLATTE LA, LLC  
AT WHEATLAND NAPERVILLE IL, LLC 
AT WILDWOOD PLAZA MO, LLC 
ATA CHERRY CREEK IL, LLC 
ATA CYPRESS TOWN CENTER TX, LLC 
ATA FISHVILLE FL, LLC 
ATA FISHVILLE MANAGEMENT, LLC 
ATA FORUM LOUISVILLE KY, LLC 
ATA FORUM LOUISVILLE,LLC 
ATA HIRAM SQUARE GA, LLC 
ATA LANIER FAYETTEVILLE GA II, LLC 
ATA LANIER FAYETTEVILLE GA, LLC 
ATA LANIER FAYETTEVILLE MEMBER, LLC 
ATA MERCADO ST. AUGUSTINE FL, LLC 
ATA PALENCIA ST. AUGUSTINE FL, LLC 
ATA PLAZA OK, LLC 
ATA PRESTON PLAZA KY, LLC 
ATA ROGERS BRIDGE GA, LLC 
ATA STONE LITHONIA GA, LLC 
ATA TRINITY PLACE TN, LLC 
ATG REIT RSC, LP 
ATR 32, LLC   
BPS, L.L.C. 
BPS, L.L.C. OF ALABAMA 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 28 of 49



BELLEVILLE IL OUTLOT 6, LLC 
BLACK POINT RD, LLC 
BREWHOUSE CENTER COURT, LLC 
CASTLETON SHOPPING CENTER MK DISPOSITION, LLC 
CASTLETON SHOPPING CENTER MK DISPOSITION, LLC 
CHOVIA SHOPS MT AIRY NC, LLC 
CSL INVESTMENTS, LLC 
COLE CAPITAL FUNDS, LLC 
DB COMMERCIAL MANAGEMENT, LLC 
FISHVILLE KIOSK MEMBER, LLC 
FK TELLURIDE, LLC 
FUDGE IS US PG, LLC 
FV BUILDING 13, LLC 
FV BUILDING 15, LLC 
GLENROSA 32, LLC 
HARBOURVIEW MARKETPLACE, LLC 
HARBOURVIEW STATION WEST, LLC 
HELENA STAR MT, LLC 
JB FISHVILLE HARBOR LAND LLC 
JB FISHVILLE RETAIL LAND LLC 
JB FORUM LAND, LLC 
JB ML LAND HI, LLC ~ 
JB OLATHE OUTLOT 2, LLC 
JB RE INVESTMENTS, LLC 
JB SEVEN HILLS, LLC 
JB SEVEN HILLS, LLC  
JB TRANSPORTATION, LLC 
JBM ACQUIST10NS LLC 
JJ RESTAURANT HOLDINGS, LLC 
JMLBC G4, LLC 
JML MANAGER, LLC 
JML TRUST MANAGER, LLC 
LEGAL FLOAT LENDING, LLC   
LOUISVILLE RESTAURANT PARTNERS, LLC 
LOWER 5629 ROCKRIDGE ROAD, LLC 
MML INVESTMENTS, LLC 
JMMAL INVESTMENTS, LLC 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 29 of 49



MONTGOMERY MATTRESS, LLC 
MONTGOMERY MATTRESS, LLC 
PG HOSPITALITY, LLC 
PG WATERFRONT HOSPITALITY, LLC 
PT PLAZA, LLC    
SAML BAR AND GRILL, LLC 
SPIKE HOLDINGS AZ, LLC 
STAR MT, LLC 
STAR OH, LLC 
THE EXCHANGE PLAINWELL ML, LLC 
UPPER 5629 ROCKRIDGE ROAD, LLC   
VBH PG, LLC  
WALCENT ARKADELPHIA AK, LLC 
WALCENT ELK/IN, LLC 
WALCENT KENDALLVILLE IN, LLC 
WALCENT LAWTON OK, LLC 
WALCENT MORRILTON AK, LLC 
WALCENT NEWC/IN, LLC 
WALCENT PLAINWELL ML, LLC 
WALCENT SHELBY ML, LLC 
WALCENT SHOPS SUWANEE GA, LLC 
WALCENT WAYNESBORO MS, LLC 
WAWASEE WATERCRAFTS, LLC 
WHEATLAND CROSSING OWNERS ASSOCIATION 
WHEATLAND MARKETPLACE LOT 7 CONDOMINIUM ASSN. 
WHITEFISH OPPORTUNITY FUND, LLC 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 30 of 49



EXHIBIT B 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 31 of 49



1 

NON-EXHAUSTIVE LIST OF JONATHAN LARMORE’S ASSETS AND ENTITIES 
SUBJECT TO ASSET FREEZE ORDER 

City National Bank  Legal Processing 555 S. Flower Street, 18th Floor Los Angeles, CA 90071 
Email: [email protected] 

Account Account Name
XXXXXX6693 Jonathan M Larmore; aka Sole and 

Separate 

KS StateBank  1010 Westloop Place, Manhattan, KS 66502, 785-587-4000 
Account Account Name
XXXXXX0406 Jonathan M Larmore or Michelle A 

Larmore 
XXXXXX0883 Jon Larmore - Savings  
XXXXXX6141 Jonathan M Larmore
XXXXXX7488 Jon Larmore - Sole & Sep 
XXXXXX8836 Wawasee Family Investments LP 

Ridge Clearing & Outsourcing  1981 Marcus Ave # 200, New Hyde Park, NY 11042 
(516) 472-5400

Account Account Name
XXXXXX7728 Jonathan Larmore

Wells Fargo  Wells Fargo Bank, N.A., 1305 W 23rd Street, MAC S4001-01E, Tempe, Arizona 85282 
Account Account Name
XXXXXX1161 Michelle A Larmore Jonathan M 

Larmore 
XXXXXX2885 Jonathan M Larmore  or Michelle A 

Larmore 
XXXXXX5880 Jonathan M Larmore or Michelle A 

Larmore 

Huntington National Bank  Attn: GW4W34 5555 Cleveland Avenue Columbus, OH 43231 
Email: [email protected] 

Account Account Name
Jonathan Larmore

Brokerage Accounts for Larmore 
Financial Institution 
JP Morgan Securities LLC 
City National Securities 
TradeStation Securities, Inc 
TD Ameritrade, Inc. and TD 
Ameritrade Clearing, Inc. 
Fidelity
SoFi Capital Advisors, LLC 
WeBull Financial LLC 
Ally Invest Securities f/k/a Ally 
Invest Group Inc. 
Apex Clearing Corporation 
Scott Trade 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 32 of 49



2 

Entities 
Morrison Island, LLC 
North East Wawassee, LLC 
Labalme Trail, LLC 
Lutheran Eye Care, LLC 
HV Gardens, LLC 
AT LC 87, LLC 
JML BC G400, LLC 

THE FOLLOWING BANK ACCOUNT IS NOT SUBJECT TO THE ASSET FREEZE. 

Park National Bank  Ashley Houston, Research Specialist, Item Processing Department, Research and Adjustments Group, 
office 740-349-2641, Fax 740-349-3709, 24/7 Care 888-474-PARK 
[email protected] 

Account Account Name
XXXXXX7227 Jonathan M Larmore

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 33 of 49



1 

2 

3 

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5 

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11 

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14 

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18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Securities and Exchange Commission, 

Plaintiff, 

v. 

Jonathan Larmore; ArciTerra Companies, LLC; 
ArciTerra Note Advisors II, LLC; ArciTerra 
Note Advisors III, LLC; ArciTerra Strategic 
Retail Advisors, LLC; Cole Capital Funds, 
LLC. 

Defendants, and 

Michelle Larmore; Marcia Larmore; CSL 
Investments, LLC; MML Investments, LLC; 
Spike Holdings, LLC; and JMMAL ArciTerra 
Companies, LLC; ArciTerra Note Advisors II, 
LLC; ArciTerra Note Advisors III, LLC; 
ArciTerra Strategic Retail Advisors, LLC 
Investments, LLC.  

Relief Defendants. 

Case No.: CV-23-2470-PHX-DLR 

STIPULATION AND [PROPOSED] 
ORDER  

         EXHIBIT C

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 34 of 49



  

[PROPOSED] ORDER 
 

2 CASE NO. CV-23-2470-PHX-DLR 

 

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STIPULATION 

The plaintiff Securities and Exchange Commission (“SEC”), Defendants Jonathan M. 

Larmore (“Larmore”), ArciTerra Companies, LLC (“ArciTerra”), ArciTerra Note Advisors 

II, LLC (“Fund II Advisors”), ArciTerra Note Advisors III, LLC (“Fund III Advisors”), and 

ArciTerra Strategic Retail Advisor, LLC (“ASR Advisor”) (collectively “ArciTerra 

Defendants”), and the Intervenors identified in the Schedule attached hereto (“Intervenors”), 

together referred to as the “Stipulation Parties,” hereby stipulate and agree as follows: 

1. The Intervenors do not object, and the ArciTerra Defendants consent, to the 

appointment by the Court of a receiver in this matter (the “SEC Action Receiver”) over the 

ArciTerra Defendants, along with the known and unknown affiliates of the ArciTerra 

Defendants other than, any affiliates of the ArciTerra Defendants that directly own an 

interest in real property and are currently defendants in a pending state or federal court 

foreclosure or receivership action (collectively, the “Excluded Entities”), specifically 

including, without limitation, those entities identified in the attached Schedule. 

2. The pending federal and state court actions with respect to the Excluded 

Entities  (collectively, the “Excluded Actions”), including, without limitation, those actions 

identified in the attached Schedule, shall be excluded from the scope of any stay of 

proceedings implemented in this case. The real properties in which the Excluded Entities 

directly own an interest (together, the “Excluded Properties”), including, without limitation, 

those properties identified in the attached Schedule and the associated personal property, 

including bank accounts, shall be excluded from the receivership estate of any SEC Action 

Receiver. 

3. The Intervenors do not object to the SEC Action Receiver’s intervention as a 

party in the Excluded Actions; provided, however, the Intervenors reserve any and all 

defenses, objections, cross-claims, and counterclaims with respect to the SEC Action 

Receiver other than as expressly set forth in Paragraph 6 below.   

4. Each Intervenor and the SEC Action Receiver shall cooperate in good faith to 

provide in a timely manner non-privileged information reasonably requested by the SEC 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 35 of 49



  

[PROPOSED] ORDER 
 

3 CASE NO. CV-23-2470-PHX-DLR 

 

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Action Receiver, or by the respective Intervenor, with respect to the applicable Excluded 

Action(s), Excluded Property(ies), or receivership related to such Intervenor; provided, 

however, that the SEC Action Receiver shall be subject to all of the same restrictions on its 

ability to receive, request, and disclose information that apply to the Excluded Entities under 

orders entered in the Excluded Actions or under law applicable in those jurisdictions. 

5. Each Intervenor shall provide sufficient notice to the SEC Action Receiver 

before any sheriff’s sale, trustee’s sale, auction sale, or other disposition of any Excluded 

Property in which that Intervenor holds an interest.  For the avoidance of doubt, 30 days’ 

advance notice of any disposition of Excluded Property shall be sufficient for purposes of 

this Paragraph 5.    

6. Intervenors specifically consent to the SEC Action Receiver’s intervention in 

the Excluded Actions for the limited purpose of asserting the right to receive any 

distributions to which the Excluded Entities would otherwise be entitled under applicable 

law, and to any request by the SEC Action Receiver to hold funds that would otherwise be 

distributed to the Excluded Entities with the clerk of the court, in escrow, or otherwise 

segregated pending further order of this Court.  The rights of the SEC Action Receiver set 

forth in this Paragraph 6 are in addition to those rights of the SEC Action Receiver set forth 

in Paragraph 3 above.  

7. With respect to ATA Plaza OK, LLC (the “Tulsa Entity”), an Affiliate of the 

ArciTerra Defendants, and the real property that it owns, which has the municipal address of 

8156 S. Lewis Ave, Tulsa, Oklahoma 74137 (the “Tulsa Property”), the Stipulation Parties 

agree that: (a) secured lender and Intervenor U.S. Bank National Association, as Trustee for 

the Benefit of the Holders of the M360 2021-CRE3 Notes (“Tulsa Lender”), shall file a 

foreclosure and receivership proceeding against the Tulsa Entity and Tulsa Property on or 

before December 23, 2023; (b) the foreclosure and receivership pleadings shall reference this 

proceeding, and the proposed order seeking the appointment of a receiver shall expressly 

reference this proceeding and shall be subject to the rights and restrictions provided for and 

in favor of SEC and the SEC Action Receiver; (c) SEC and the SEC Action Receiver shall 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 36 of 49



  

[PROPOSED] ORDER 
 

4 CASE NO. CV-23-2470-PHX-DLR 

 

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not contest such proceeding, provided, that Tulsa Lender and any receiver appointed in such 

proceeding (“Tulsa Receiver”) shall abide by this Stipulation; and (d) to the extent a court 

enters an order appointing a receiver over the Tulsa Property and/or the Tulsa Borrower, the 

appointment of Tulsa Receiver shall be subject to the terms of this order. 

 

SO STIPULATED.    

 
Dated:  December 20, 2023    /s/Neal Jacobson    
       Neal Jacobson 

Attorney for Plaintiff SECURITIES AND 
EXCHANGE COMMISSION 
 
 
/s/Seth Waxman     
Seth Waxman 
Attorney for Defendants Jonathan Larmore; 
ArciTerra Companies, LLC; ArciTerra Note 
Advisors II, LLC; ArciTerra Note Advisors 
III, LLC; and ArciTerra Strategic Retail 
Advisors, LLC 
 
 
/s/ Paul Mackowski    
Paul D. Mackowski 
Amundsen Davis, LLC 
201 North Illinois Street, 14th Floor  
Indianapolis, IN 46204  
Attorney for Receiver, Martha Lehman 
 
 
/s/ Julie Camden     
Julie A. Camden 
Camden & Meridew, P.C. 
10412 Allisonville Road, Suite 200 
Fishers, IN 46038 
Attorney for Circle City Outdoor Living 
LLC, Crew Enterprises LLC, Dream 
Construction LLC, Indy Asphalt Appeal 
LLC, and Styner LLC 
 
 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 37 of 49



  

[PROPOSED] ORDER 
 

5 CASE NO. CV-23-2470-PHX-DLR 

 

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/s/Robert Warzel    
Robert Mark Warzel 
Spencer Fane LLP 
2415 E Camelback Rd., Ste. 600 
Phoenix, AZ 85016-4251 
 
-and- 
 
Scott A. Wissel 
Lewis Rice LLC 
1010 Walnut, Suite 500 
Kansas City, MO 64106 
Attorneys for Alliant Credit Union 

 
 
/s/Bradley Drell     
Bradley L Drell 
Gold Weems Bruser Sues & Rundell APLC 
2001 MacArthur Dr. 
Alexandria, LA 71301 
Attorney for First Guaranty Bank 

 
 
/s/ Kyle Hirsch     
Kyle Sylvan Hirsch 
Bryan Cave Leighton Paisner LLP - 
Phoenix, AZ 
2 N Central Ave., Ste. 2100 
Phoenix, AZ 85004-4406 
Attorney for M360 WH-2 FL Seller LLC and 
U.S. BANK NATIONAL ASSOCIATION, as 
Trustee for the benefit of the Holders of the 
M360 2021-CRE3 Notes 
 

  

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 38 of 49



  

[PROPOSED] ORDER 
 

6 CASE NO. CV-23-2470-PHX-DLR 

 

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/s/ Jason DeJonker    
Jason J. DeJonker 
William Silas Hackney 
Bryan Cave Leighton Paisner LLP 
161 N. Clark St., Ste. 4300 
Chicago, IL 60601 
Attorneys for Midland Loan Services, a 
division of PNC Bank, N.A., as special 
servicer for U.S. BANK NATIONAL 
ASSOCIATION, as Trustee for the 
Benefit of the Holders of the M360 
2021-CRE3 Notes 
 
/s/David Audley    
David Audley 
Chapman & Cutler LLP - S Canal St. 
Chicago 
320 S Canal St., Ste. 2700 
Chicago, IL 60606  
Attorney for UMB Bank, N.A., as Trustee of 
the Forum (Louisville, KY) Ground Lease 
Backed Pass-Through Trust and as Trustee 
of the Mauna Lani (Kamuela, HI) Group 
Lease Backed Pass-Through Trust 

 
 
/s/ Jonathan Sundheimer   
Jonathan Sundheimer 
Barnes & Thornburg LLP 
11 S. Meridian St. 
Indianapolis, IN 46204 
Attorney for Wells Fargo Bank, National 
Association, as Trustee, for the Benefit of 
the Holders of Benchmark 2018-B7 
Mortgage Trust Commercial Mortgage 
Pass-Through Certificates, Series 2018-B7 
 
 

  

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 39 of 49



  

[PROPOSED] ORDER 
 

7 CASE NO. CV-23-2470-PHX-DLR 

 

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/s/ Jean-Jacques Cabou    
Jean-Jacques Cabou 
Perkins Coie LLP 
2901 N Central Ave., Ste. 2000 
Phoenix, AZ 85012 
Attorney for Wilmington Trust, National 
Association, as Trustee for the Benefit of the 
Registered Holders of JPMBB Commercial 
Mortgage Securities Trust 2015-C33, 
Commercial Mortgage Pass-Through 
Certificates, Series 2015-C33 

 
 
 
SO ORDERED. 
 
  

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 40 of 49



  

[PROPOSED] ORDER 
 

8 CASE NO. CV-23-2470-PHX-DLR 

 

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SCHEDULE TO STIPULATION 

 
Excluded Action: Wilmington Trust v. AT Jefferson Center FW IN Owner, LLC, et al., 

pending in Allen County, Indiana, Superior Court as Case No. 02D03-
2307-MF-000225 

 
Excluded Entities Excluded Properties 
AT Jefferson Center FW IN Owner, LLC 6723 W. Jefferson Blvd., Fort Wayne, IN 
AT Lima Plaza FW IN Owner, LLC 6417 Lima Road, Fort Wayne, IN 

 
AT Max FW IN Owner, LLC 1415 W. Dupont Road, Fort Wayne, IN 

 
AT Pine Valley FW IN Owner, LLC 1125 E. Dupont Road, Fort Wayne, IN 

 
AT Portland Commons IN Owner, LLC 1013 W. Votaw Street, Portland, IN 

 
 
Excluded Action: First Guaranty Bank v. Larmore, et al., pending in the United States 

District Court for the Western District of Louisiana as Case No. 5:23-
cv-00683 (W.D. La.) 

 
Excluded Entities Excluded Properties 
AT Wheatland Naperville IL, LLC 3124-3224 S Route 59 Naperville, IL 

 
AT Briargate IL, LLC 454 & 456-464 Redington Dr, South Elgin, 

IL; and 465 Briargate Dr, South Elgin, IL 
 

AT Belleville Crossing IL – Inline, LLC 5875-5701 Belleville Crossing Street, 
Belleville, IL and 5551-5531 Belleville 
Crossing Street, Belleville, IL 
 

AT Forum Louisville KY II, LLC 3124-3224 S Route 59 Naperville, IL; 
Leasehold on 150-300 N Hurstbourne 
Parkway, Louisville, KY and on 0.806 +/- 
acres out Parcel 150-300 N Hurstbourne 
Parkway, Louisville, KY 
 

Arciterra USB Rochester MN, LLC 2665 Commerce Dr, NW Rochester, MN 
 

AT Bloomington IL, LLC 2243 Westgate Dr, Bloomington, IL 
 

 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 41 of 49



  

[PROPOSED] ORDER 
 

9 CASE NO. CV-23-2470-PHX-DLR 

 

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Excluded Actions: Wells Fargo Bank, National Association, as Trustee, v. AT Castleton IN 
Owner II, LLC et al., pending in Marion County, Indiana, Superior 
Court as Cause No. 49D01-2312-MF-046494 (formerly 49D06-2312-
MF-046494) 
Circle City Outdoors et al. v. Arciterra Companies, LLC et al., pending 
in Hamilton County, Indiana, Superior Court as Cause No. 29D02-
2305-PL-004542 
Circle City Outdoors et al. v. Arciterra Companies, LLC et al., pending 
in Hamilton County, Indiana, Superior Court as Cause No. 
29D07-2311-PL-10935  
In re AT Castleton IN Owner II, LLC, pending in the United States 
Bankruptcy Court for the Southern District of Indiana as Case No. 23-
05511-JJG-11 
In re ArciTerra Vermont Indianapolis IN, LLC, pending in the United 
States Bankruptcy Court for the Southern District of Indiana as Case 
No. 23-05536  
In re Arciterra Westgate Indianapolis IN II, LLC, pending in the United 
States Bankruptcy Court for the Southern District of Indiana as Case 
No. 23-05522-JJG-11  
In re AT Plainfield Village IN II, LLC, pending in the United States 
Bankruptcy Court for the Southern District of Indiana as Case No. 23-
05519-JJG-11 
In re ArciTerra Noble West Noblesville IN, LLC, pending in the United 
States Bankruptcy Court for the Southern District of Indiana as Case 
No. 23-05540- JJG-11  

  
Excluded Entities Excluded Properties 
AT Castleton IN Owner II, LLC 8310-8430 and 8440-8540 Castleton 

Corner Drive, Indianapolis, Indiana 46250  
Castleton Corner Owners Association, Inc. [Non-ArciTerra entity being listed in an 

abundance of caution] 
Assets owned by CCOA and held in 
conjunction the Castleton Corner Shopping 
Center as set forth in the Declaration of 
Development Standards, Covenants and 
Restrictions for Castleton Corner, as 
recorded with the Recorder of Marion 
County, Indiana on November 20, 1981   

AT Castleton IN Owner, LLC All assets  
AT Altus Echelon IN, LLC 5252 East 82nd Street, Indianapolis, Indiana 

46250  
ArciTerra Michigan Road Indianapolis IN, 
LLC 

8320 - 8350 N. Michigan Road 
Indianapolis, Indiana 46268  

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 42 of 49



  

[PROPOSED] ORDER 
 

10 CASE NO. CV-23-2470-PHX-DLR 

 

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Excluded Entities Excluded Properties 
ArciTerra Noble West Noblesville IN, LLC 14753 Hazel Dell Crossing, 14741 Hazel 

Dell Crossing, and 14765 Hazel Dell 
Crossing, Noblesville, Indiana 46062  

AT Plainfield Village IN, LLC Commercial Vacant Land located adjacent 
to 160 Plainfield Village Drive, Plainfield, 
Indiana 46168  

AT Plainfield Village IN II, LLC 160 Plainfield Village Drive, Plainfield, 
Indiana 46168  

ArciTerra Vermont Indianapolis IN, LLC 120 East Vermont Street and 123 East 
Michigan Street, Indianapolis, Indiana 
46204  

ArciTerra Westgate Indianapolis IN II, LLC 5103-5173 West Washington Street, 
Indianapolis, Indiana 46241  

 
Excluded Actions: UMB Bank, N.A. v. JB Forum Land, LLC, et al., pending in the United 

States District Court for the Western District of Kentucky as Case No. 
23-CV-575 

 
 

M360 v. AT ML Leasehold HI, LLC, et al., pending in the Circuit Court 
of the Third Circuit of the State of Hawaii in Civil No. 3 CCV-23-259 

Excluded Entities Excluded Properties 
JB Forum Land, LLC; AT Forum Louisville 
KY II, LLC 

150-300 N Hurstbourne Parkway, 
Louisville, KY 
 

JB ML Land HI, LLC; AT ML Leasehold 
HI, LLC 

68-1330 Mauna Lani Drive, Kamuela, 
Hawai`i 96743 
 

 
Excluded Action: TBD 
 
Excluded Entities Excluded Properties 
ATA Plaza OK, LLC 8156 S. Lewis Ave, Tulsa, OK 74137 

 
 
Excluded Action: Alliant Credit Union v. Arciterra Olathe Pointe Olathe KS, LLC, 

pending in the District Court of Johnson County, Kansas, in Case No. 
23CV05137 

 
Excluded Entities Excluded Properties 
Arciterra Olathe Pointe Olathe KS, LLC                                   Olathe Pointe Shopping Center, located 

generally at the southeast corner of the 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 43 of 49



  

[PROPOSED] ORDER 
 

11 CASE NO. CV-23-2470-PHX-DLR 

 

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Excluded Entities Excluded Properties 
intersection of West 119th Street and South 
Black Bob Road, Olathe, Kansas 66062  

 
Excluded Action: CommunityAmerica Credit Union v. JB Olathe Outlot 2, LLC, pending 

in the District Court of Johnson County, Kansas, in Case No. 
23CV03136  

 
Excluded Entities Excluded Properties 
JB Olathe Outlot 2, LLC                                                              11911 S. South Black Bob Road, Olathe, 

Kansas 66062  
 
Excluded Action: Alliant Credit Union v. Arciterra Noble West Noblesville IN, LLC, 

pending in Hamilton County, Indiana, Superior Court 2 in Case No. 
29D02-2308-MF-007315. 

 
Excluded Entities Excluded Properties 
Arciterra Noble West Noblesville IN, LLC                                   14753 Hazel Dell, Noblesville, Indiana 

46062  
 
 
Excluded Actions: U.S. Bank National Association, as Trustee for the benefit of the Holders 

of the M360 2021-CRE3 Notes v. ATA Fishville FL, LLC, et al., pending 
in the 20th Judicial Circuit Court for Charlotte County, Florida, in Case 
No. 23-002446-CA        

   
Excluded Entities Excluded Properties 
ATA Fishville FL, LLC; JB Fishville Harbor 
Land, LLC, and JB Fishville Retail Land, 
LLC (Florida Foreclosure Matter) 
  

1200 W. Retta Esplanade, Punta Gorda, 
FL  33950 

 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 44 of 49



EXHIBIT D 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 45 of 49



 
EXHIBIT D 

 
 
 
Plaintiffs Named 

Defendant(s)1 
Court Case No. 

Naida E. Arcenas Tommy E. 
Bolton 

Circuit Court of 
the 20th Judicial 
Circuit, Charlotte 
County, Florida 

23-CA-612 

James F. Wilson Living 
Revocable Trust of James F. 
Wilson 

M/Y BBella, 
Official Number 
1290829 

E.D. VA 23-00441 

Meadows Bank AT New West 
Clifton Co, LLC 

District Court of 
Mesa County, 
Colorado 

2023CV030280 

Community America Credit 
Union 

JB Olathe Outlot 
2 LLC 

District Court of 
Johnson County, 
Kansas 

23CV03136 

1000 West Marion LLC 1000 West 
Marion PG FL, 
LLC; and 
Jonathan M 
Larmore 

Circuit Court of 
the 20th Judicial 
Circuit, Charlotte 
County, Florida 

23001868CA 

TMI Trust Company ArcitTerra Note 
Fund II, LLC; 
ArciTerra Note 
Fund III, LLC; 
ArciTerra Reit 
Advisors, LLC; 
ArciTerra Note 
Advisors II, 
LLC; ArciTerra 
Whitefish 
Advisors, LLC; 
CSL 
Investments, 
LLC; ArciTerra 
Note Fund II, 
Investment 
Company LLC; 
and ArciTerra 
Note Funds III, 

Superior Court of 
Maricopa County, 
Arizona 

 CV2023-008887 

 
1 The actions are stayed only against Receivership Entities and Receivership Assets. 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 46 of 49



Investment 
Company, LLC 

Conroad Associates, L.P. Castleton Corner 
Owners 
Association, 
Inc.; AT 
Castleton In 
Owner, LLC; 
AT Castleton In 
Association 
Manager, LLC; 
ArciTerra 
Companies, 
LLC; Jonathan 
M Larmore; 
Crystal Scudder; 
and James C. 
Shook, Jr.  

Indiana Southern 
District Court 

1:22-cv-00750 

UMB Bank, N.A. JML BC G400, 
LLC; Larmore 
IRR Life 
Insurance Trust; 
and Jonathan M. 
Larmore 

District Court of 
Dallas County, 
Texas 

DC-23-07370 

8350 Michigan Rd ArciTerra 
Michigan Road 
Indianapolis IN, 
LLC 

Marion County 
Public Health 
Department 

HSG23-01952 

B. Brad and Monica Mason TIC; 
Diana K. Hamilton; and John F. 
Cardarelli 

Jonathan M. 
Larmore; 
Michelle A. 
Larmore; 
Marsha M. 
Larmore; Blaine 
D. Rice; Andrea 
Thompson; 
Kevin L. 
Gulbranson; 
Robert F. Crook; 
Arciterra 
Strategic Income 
Corporation - 
Belleville 
Crossing, IL; 
and ArciTerra 
Companies, LLC  

Illinois Southern 
District 

3:23cv01785 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 47 of 49



Conroad Associates, L.P. Castleton Corner 
Owners 
Association, Inc. 
and McKinley, 
Inc. 

Superior Court of 
Marion County, 
Indiana 

49D01-1612-PL-
044978 

Diversified Investment Managed 
Capital Group, L.P. 

Wheatland 
Marketplace Lot 
7 Co. 

Circuit Court of 
the 12th Judicial 
Circuit, Will 
County, Illinois 

22CH000043 

Echo Properties ATA Plaza OK 
LLC 

District Court of 
Tulsa County, 
Oklahoma 

CJ-2023-262 

Overturf Law F/K/A Overturf 
Fowler LLP 

AT Altus 
Echelon IN, 
LLC 

Superior Court of 
Hamilton County, 
Indiana 

 29D02-2307-
CC-006552 

AT Castleton IN Owner, LLC; 
AT Castleton IN Owner II, LLC 

Castleton 
Shopping 
Center, LLC 

Indiana 
Commercial Court 

49D01-2107-PL-
024537 

Price Edwards & Company, LLC ATA Plaza OK 
LLC 

District Court of 
Tulsa County, 
Oklahoma 

CJ-2023-1765 

Regal Restoration LLC Araphoe County 
Public Trustee; 
AT Seven Hills 
Aurora Co II , 
LLC; City of 
Aurora; Grass 
River Real 
Estate Credit 
Partners; M360 
2019 Cre2 Ltd; 
Mcreif Subreit 
LLC; Wells 
Fargo Bank NA; 
and Yam Capital 
III, LLC 

District Court of 
Araphoe County, 
Colorado 

2023CV30603 

N/A ArciTerra BP 
Olathe KS LLC 

Board of Tax 
Appeals of the 
State of Kansas 

2018-3350-EQ to 
2018-3352-EQ; 
2019-3796-EQ to 
2019-3798-EQ; 
2020-4077-EQ to 
2020-4079-EQ; 
and 2021-3856-
EQ to 2021-
3858-EQ 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 48 of 49



U.S. Bank National Association, 
as the trustee for the benefit of the 
Holders of the M360 2021-CRE3 
Notes 

ATA Fishville 
FL, LLC; JB 
Fishville Harbor 
Land, LLC; JB 
Fishville Retail 
Land, LLC; 
Yam Capital 
LLC; ATFL 
Construction 
LLC; BOP 
Fishermen's 
Village, LLC 

Circuit Court of 
the 20th Judicial 
Circuit, Charlotte 
County, Florida 

23-002446-CA 

Michelle Larmore Jonathan 
Larmore and all 
ArciTerra 
entities  

Maricopa Superior 
Court, Arizona  

CV2023-6422 

Front Range Patrol At Seven Hills 
Aurora Co. II, 
LLC 

Arapahoe County 
Court, Colorado 

23C038802 

City of Danville A.T.P.T. 
Danville IL II., 
LLC 

Danville 
Administrative 
Court, Illinois 

230000304 

Providence Bank and Trust Belleville IL 
Outlot 6, LLC 

Circuit Court of 
St. Clair County, 
Illinois, 12th 
District 

23FC0230 

Gladiator Roofing & Restoration 
LLC 

Arciterra Group, 
LLC 

Marion County 
Superior Court, 
Indiana 

49D06-2306-PL-
023191 

The Cleaning Source, LLC ArciTerra Noble 
West 
Noblesville IN 
and Alliant 
Credit Union 

Superior Court of 
Hamilton County, 
Indiana 

29D03-2304-
CC-003922 

 
 

Case 2:23-cv-02470-DLR   Document 77   Filed 12/21/23   Page 49 of 49


	23-cv-2470 Order appointing receiver.pdf
	SEC - TRO Exhibit A.pdf
	SEC - TRO Exhibit B.pdf
	SEC - TRO Exhibit C.pdf
	SEC - TRO Exhibit D.pdf