The opinion of the court was delivered by: Judge: Hon. David O. Carter
[PROPOSED] ORDER GRANTING RECEIVER'S MOTION FOR ORDER (A) APPROVING SALE OF CASTLE HILL PROPERTY FREE AND CLEAR OF LIENS, (B) AUTHORIZING THE RECEIVER TO PAY CERTAIN LIENS AND CLAIMS FROM THE SALE PROCEEDS, AND (C) APPROVING THE REAL ESTATE BROKER'S COMMISSION
The Court having considered the motion of Thomas A. Seaman ("Receiver"), Court-appointed permanent receiver for Medical Capital Holdings, Inc., Medical Capital Corporation, Medical Provider Funding Corporation VI, and their subsidiaries and affiliates, including Castle Hill Investors, Inc. (the "Receivership Entities"), for an Order (a) Approving Sale of the Castle Hill Property Free and Clear of Liens, (b) Authorizing the Receiver to Pay Certain Liens and Claims from the Sale Proceeds, and (c) Approving the Real Estate Broker's Commission ("Motion"), and all papers in support of and opposition to the Motion, and after the hearing, and good cause appearing therefor, hereby orders as follows:
1. The Motion is granted; 2. The Receiver is immediately authorized and empowered to effectuate the terms and provisions of the Motion, the Agreement and this Order;
3. The Amended and Restated Purchase and Sale Agreement between the Receiver and WSL Castle Hill Retirement, LLC (the "Agreement") is approved;
4. The purchase price of $14,400,000 is approved; 5. On the earlier of the date the sale closes or October 31, 2009 ("Termination Date"), the current lessee and operator of the real property located at 3575 North Moorpark Road, Thousand Oaks, California known as the Castle Hill Retirement Village (the "Property"), Autumn Senior Living, Inc. ("Lessee") and all of its employees, shall quit, surrender and deliver to the Receiver the Property with the improvements thereon in good order and condition, ordinary wear and tear excepted, and shall remove all Lessee's equipment (as defined in the Lease) therefrom. Lessee shall also deliver all books and records relating to the management and operation of the Property to Receiver no later than October 31, 2009.
6. The Receiver is authorized to take all necessary actions allowed by law to ensure that Lessee, and all of its employees (including those residing on the Property in connection with their employment), vacate the Property as of the Termination Date;
7. The Property shall be transferred to WSL Castle Hill Retirement, LLC free and clear of liens, possessory interests (other than the interests of the existing residential tenants), claims and encumbrances of every type and nature, and the enforcement of any such liens, possessory interests, claims or encumbrances against the Property or WSL Castle Hill Retirement, LLC is forever barred;
8. All liens, possessory interests (other than the interests of the existing residential tenants), claims and encumbrances of every type and nature on the Property shall attach to the sale proceeds in the same validity and priority that they had with respect to the Property, subject to objection by the Receiver; and
9. The Receiver is authorized to pay a commission equal to 2.5% of the final purchase price to real estate broker, Lee & Associates, Inc. from the sale proceeds.
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