IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:
Cordillera Golf Club, LLC,
1
dba The Club at Cordillera,
Debtor.
Chapter 11
Case No. 12-11893 (CSS)
Ref. Docket No. 4
ORDER (I) APPROVING CONTINUED USE OF CASH MANAGEMENT SYSTEM, (II)
AUTHORIZING WAIVER OF CERTAIN BANK ACCOUNT AND RELATED
REQUIREMENTS OF THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE
DISTRICT OF DELAWARE, AND (Ill) WAIVING THE REQUIREMENTS OF 11
U.S.C. 345(b) ON AN INTERIM BASIS
Upon the Motion
2
of the debtor and debtor in possession in the above-captioned
case (the "Debtor") for entry of an order (i) authorizing and approving the Debtor's continued
use of its Cash Management System, (ii) granting the Debtor a waiver of certain bank account
and related requirements of the United States Trustee to the extent that such requirements are
inconsistent with (a) the Debtor's existing practices under the Cash Management System or (b)
any action taken by the Debtor in accordance with this Order or any other order entered in the
Debtor's chapter 11 case; and (iii) waiving the requirements of section 345(b) of the Bankruptcy
Code; and upon consideration of the Motion and all pleadings related thereto, including the First
Day Declaration; and due and proper notice of this Motion having been given; and it appearing
that no other or further notice is required; and it appearing that the Court has jurisdiction to
consider the Motion in accordance with 28 U.S.C. 157 and 1334; and it appearing that this is
a core proceeding pursuant to 28 U.S.C. 157(b)(2); and it appearing that venue of this
proceeding and this Motion is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing
1
The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX 1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Motion.
that the relief requested is in the best interest of the Debtor, its estate, and creditors and after due
deliberation, and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Motion is granted.
2. The Debtor is authorized, in the reasonable exercise of its business
judgment, to (i) designate, maintain and continue to use, with the same account numbers, all of
its Bank Accounts in existence on the Petition Date, including, without limitation, those Bank
Accounts identified in Exhibit A to the Motion, (ii) use, in its present form, checks and other
documents related to the accounts listed in Exhibit A, and (iii) treat such accounts for all
purposes as accounts of the Debtor as debtor-in-possession.
3. The Banks are hereby authorized to continue to service and administer all
such accounts as accounts of the Debtor as debtor-in-possession without interruption and in the
usual and ordinary course, and to receive, process, honor and pay any and all checks and drafts
drawn on, or electronic transfer requests made on, said account after the Petition Date by the
holders or makers thereof, as the case may be; provided, however, that any check drawn or
issued by the Debtor before the Petition Date may be honored by any bank only if specifically
authorized by order of this Court.
4. Except for those checks that may be honored and paid to comply with any
order(s) of this Court authorizing payment of certain prepetition claims, no checks, or drafts
issued on the bank accounts before the Petition Date but presented for payment after the Petition
Date shall be honored or paid.
01:12211337.6 2
5. The operation of the Cash Management System in accordance with the
Debtor's normal and customary practice is adequate and sufficient, and may be continued on and
after the Petition Date.
6. Notwithstanding any other provision of this Order, no Bank that honors a
prepetition check or other item drawn on any account that is the subject of this Order (a) at the
direction of the Debtor, (b) in a good faith belief that the Court has authorized such prepetition
check or item to be honored, or (c) as the result of an innocent mistake made despite
implementation of reasonable item handling procedures, shall be deemed to be liable to the
Debtor or its estate or otherwise in violation of this Order.
7. Nothing contained herein shall prevent the Debtor from opening any new
bank accounts or closing any Bank Accounts as the Debtor may deem necessary and appropriate,
provided, however, that upon opening any new bank accounts or closing any Bank Accounts, the
Debtor shall provide notice with respect thereto to the United States Trustee and any official
committee(s) appointed in this case.
8. The Debtor is authorized to continue to use its existing checks without
alteration and without the designation "Debtor-in-Possession" imprinted upon them; provided,
however, that the Debtor shall imprint the legend "DIP" or "Debtor-in-Possession" on any new
checks obtained or printed after the Petition Date, unless such requirement is waived or deferred
by further order of this Court.
9. The Banks shall be and hereby are authorized and directed to receive,
process, honor, and pay any and all prepetition checks and electronic transfers authorized for
payment by the Court and any and all post-petition checks and electronic transfers.
01:12211337.6 3
10. The Debtor is authorized to deposit funds in accordance with its
established deposit practices in effect as of the commencement of this case and, to the extent
such deposit practices are not consistent with the requirements of section 345(b) of the
Bankruptcy Code or of the UST Guidelines, such requirements are waived for sixty days, on an
interim basis only, without prejudice to the Debtor's right to seeks a further interim waiver.
11. With respect to the Banks at which the Debtor holds accounts that are
party to a Uniform Depository Agreement with the United States Trustee, within 15 days from
the date of entry of this Order the Debtor shall (a) contact each such Bank, (b) provide the Bank
with the Debtor's employer identification numbers, and (c) identify each of the accounts held at
such Banks as being held by a debtor in possession.
12. With respect to the Banks that are not party to a Uniform Depository
Agreement with the United States Trustee, the Debtor shall use its good faith efforts to cause
such Bank to execute a Uniform Depository Agreement in a form prescribed by the United States
Trustee within sixty days of the date of entry of this Order.
13. Within five business days of the entry of this Order, the Debtor shall (i)
serve a copy of this Order on each Bank and (ii) request that each Bank internally code each of
the Bank Accounts as "debtor-in-possession" accounts.
14. Notwithstanding anything to the contrary contained herein, any payment
to be made, and any authorization contained, hereunder shall be subject to the requirements
imposed on the Debtor under any order regarding debtor-in-possession financing or the use of
cash collateral.
15. The Debtor is authorized and empowered to take such actions as may be
necessary and appropriate to implement the terms of this Order.
01:12211337.6 4
16. The Banks are hereby authorized to debit from the Bank Accounts
ordinary course of business bank fees and charges without further order of the Court provided
that such ordinary course fees and charges are authorized under the applicable account
agreement with the Debtor and provided further that nothing set forth herein shall authorize any
Bank to debit any claim or charges not in the ordinary course of business and permitted under
applicable account agreements.
1 7. This Court shall retain jurisdiction with respect to all matters relating to
the interpretation or implementation of this Order.
Dated: Delaware
June _Z2 2012
01:12211337.6 5