IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLORADO 

CHIEF JUDGE MARCIA S. KRIEGER

Civil Action No. 11-cv-02386-MSK-KLM 

WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF MLCFC COMMERCIAL MORTGAGE TRUST 2006-3, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-3, 

 Plaintiff, 

v. 

GLENWOOD HOSPITALITY, INC.; NOBLE PROPERTIES OF ARKANSAS, LLC; NOBLE 

PROPERTIES OF COLORADO, LLC; 

 Defendants. 

CONSENT ORDER APPROVING AND CONFIRMING THE 

RECEIVER’S SALE OF PROPERTY 

 This matter is before the Court on the Expedited Motion for the Court to Approve and 

Confirm the Sale of Property and Receiver’s Report on Same (the “Motion”). Upon review of 

the Motion, with the consent of Plaintiff and Defendants as evidenced by the signatures of their 

respective counsel below and for good cause shown, the Court FINDS as follows: 

1. Pursuant to the Order Appointing Receiver entered on September 27, 2011 at 

Doc. 12 (the “Receivership Order”), this Court appointed Hospitality Receiver, LLC to serve as 

the court-appointed receiver (the “Receiver”) for the Defendants’ assets, including (i) a hotel 

known as the “Ramada Inn” located at 124 W. 6th Street, Glenwood Springs, Colorado 81601 

and the improvements and personal property located thereon (collectively, the “Glenwood 

Springs Hotel”) and (ii) a hotel known as the “Ramada Inn” located at 22140 East Highway 6, 

Sterling, Colorado 80751 and the improvements and personal property located thereon 

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(collectively, the “Sterling Hotel,” and collectively with the Glenwood Springs Hotel, the 

“Property”). 

2. The Receivership Order directed the Receiver to take immediate possession of the 

Property. 

3. Paragraph 5 on pages 8 and 9 of the Receivership Order grants to the Receiver the 

authority, upon request by Plaintiff, to (i) list or otherwise advertise for sale and to solicit offers 

to purchase the Property, (ii) file a motion for permission to sell the Property on such terms as 

are acceptable and approved in writing prior to such sale by Plaintiff (if there is no opposition to 

the motion), by way of public or private sale or other disposition free and clear of all security 

interests, liens, claims and other interests with all valid security interests and liens to attach to the 

proceeds of such sale(s), and (iii) execute any documentation on behalf of Defendants as their 

attorney-in-fact to effectuate such sale(s). 

4. The Property was marketed for sale in a commercially reasonable manner by the 

broker, CBRE, Inc., a Delaware corporation, engaged by the Receiver. 

5. Neither Plaintiff nor Defendants oppose the Motion. 

6. The Court hereby approves the Motion and approves and confirms the sale of the 

Property on the terms set forth in the Motion. At the request of the Parties, the approved sale is 

not subject to the requirements of 28 U.S.C. §§ 2001(b) and 2004. The Court further finds that 

under its equitable powers and discretion concerning its appointment and supervision of a 

receiver, and in the best interests of the receivership estate, the requirements under 28 U.S.C. §§ 

2001(b) and 2004 are waived. See e.g. Tanzer v. Huffines, 412 F.2d 221, 222-23 (3d Cir. 1969). 

7. The Receiver is hereby authorized to consummate the sale of the Property to 

Colorado Hospitality Services, Inc. and its affiliates (the “Purchaser”) on the terms described in 

the Motion, with the net proceeds of such sales to be remitted to Plaintiff for application against 

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the outstanding principal, interest and other amounts owed by Defendants under the Loan 

Documents (as defined in the Complaint) in such order and manner as Plaintiff is authorized 

under the Loan Documents. 

8. The Court hereby authorizes and directs the Receiver to make and deliver to the 

Purchaser any and all documents required to convey title to the Property free and clear of any 

claims of the parties to this action and to execute any documentation on behalf of Defendants as 

Defendants’ attorney-in-fact to effectuate the sale of the Property to the Purchaser. 

9. Upon the Receiver’s execution and delivery of the deed to the Property to the 

Purchaser, (i) the sale of the Property shall stand as final and confirmed, (ii) the Receiver shall 

thereupon be discharged and relieved from its duties under the Receivership Order solely with 

respect to the Property and (iii) this receivership action shall be terminated solely with respect to 

the Property. This Order does not terminate or otherwise affect the receivership as to any other 

properties of Defendants. This Court retains continuing jurisdiction over this receivership until 

after the rendition of the final report by the Receiver and final dismissal of this matter. 

 DATED this 19th day of November, 2013. 

 BY THE COURT:

 Marcia S. Krieger 

 United States District Court 

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CONSENTED TO AND APPROVED: 

s/ Sean M. Hanlon s/ Frederick T. Winters 

Michael J. Carrigan 

Risa Lynn Wolf-Smith 

Sean M. Hanlon 

Holland & Hart LLP 

Post Office Box 8749 

Denver, Colorado 80201-8749 

Phone: (303) 295-8000 

Fax: (303) 295-8261 

Email: mcarrigan@hollandhart.com; 

rwolf@hollandhart.com; 

smhanlon@hollandhart.com 

Attorneys for Plaintiff 

Frederick T. Winters 

Frederick T. Winters, LLC 

5156 W. Fair PlaceLittleton, CO 80123 

Phone: (303) 798-1564 

Cell: (303) 726-3262 

Email: ftwinters1@aol.com 

Attorney for Defendants Glenwood Hospitality, 

Inc.; Noble Properties of Arkansas, LLC; and 

Noble Properties of Colorado, LLC

6450980_1.DOCX 

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