In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
Cordillera Golf Club, LLC,
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dba The Club at Cordillera
Case No. 12-11893 (CSS)
Ref. Docket No.: 3
Debtor.
ORDER GRANTING DEBTOR'S APPLICATION FOR AN ORDER
AUTHORIZING AND APPROVING THE APPOINTMENT OF RUST
CONSULTING/OMNI BANKRUPTCY AS CLAIMS AND NOTICING AGENT
PURSUANT TO 28 U.S.C. 156(c), SECTION 105(a) OF THE
BANKRUPTCY CODE, AND LOCAL RULE 2002-l(f)
Upon the application (the "Application"i ofthe debtor and debtor-in-possession
in the above-captioned case (the "Debtor") for entry of an order authorizing and approving the
retention and appointment of Rust Consulting/Omni Bankruptcy ("Rust Omni") as claims and
noticing agent under 28 U.S.C. 156(c), section 105(a) ofthe Bankruptcy Code and Local Rule
2002-1(f) to, among other things, (i) distribute required notices to parties in interest, (ii) receive,
maintain, docket, and otherwise administer the proofs of claim filed in the Debtor's case, and
(iii) provide such other noticing, claims, and administrative services-as required by the
Debtor-that would fall within the purview of services to be provided by the Clerk's Office; and
upon consideration of the Application and all pleadings related thereto, including the First Day
Declaration and the Deutch Declaration; and due and proper notice of this Application 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 Application 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
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The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
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Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application.
01:12213634.3
that venue of this proceeding and this Application is proper pursuant to 28 U.S.C. 1408 and
1409; and it appearing 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 Application is GRANTED.
2. The Debtor is authorized to retain Rust Omni as Claims and Noticing Agent
effective as of the Petition Date under the terms of the Engagement Agreement, and Rust Omni
is authorized and directed to perform the Claims and Noticing Services as set forth in the
Application.
3. Rust Omni shall serve as the custodian of court records, is designated as the
authorized repository for all proofs of claim filed in this case, and is authorized and directed to
maintain the official claims register for the Debtor and to provide the Clerk with a certified
duplicate thereof upon the request of the Clerk.
4. Rust Omni is authorized and directed to obtain a post office box or address for
the receipt of proofs of claim.
5. Rust Omni is authorized to take any such other action to comply with the
Claims and Noticing Services and related duties set forth in the Application and the Engagement
Agreement.
6. Pursuant to section 503(b)(1)(A) ofthe Bankruptcy Code, the fees and
expenses of Rust Omni shall be administrative expenses of the Debtor's estate, and the Debtor is
authorized to pay Rust Omni's fees and expenses for Claims and Noticing Services, as set forth
in the Engagement Agreement and in the ordinary course of business, without further Court
order and without the necessity of Rust Omni filing fee applications with this Court.
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7. Rust Omni shall maintain records of all services showing dates, categories of
services, fees charged, and expenses incurred and shall serve monthly invoices on the Debtor, the
Office of the United States Trustee, counsel for the Debtor, counsel for any official committee, if
any, and any party-in-interest who specifically requests service of the monthly invoices.
8. Rust Omni may apply its retainer to all prepetition invoices, which retainer
shall be replenished to the original retainer amount, and, thereafter, Rust Omni may hold its
retainer under the Engagement Agreement during this chapter 11 case as security for the
payment of fees and expenses incurred in relation to the Claims and Noticing Services.
9. Parties shall meet and confer in an attempt to resolve any dispute that may
arise relating to the Engagement Agreement or monthly invoices, and the parties may seek
resolution ofthe matter from the Court if resolution is not achieved.
10. The Debtor shall indemnify Rust Omni under the terms of the Engagement
Agreement, provided, however, that Rust Omni shall not be entitled to indemnification,
contribution, or reimbursement pursuant to the Engagement Agreement for services other than
the services provided under the Engagement Agreement, the Application, and this Order unless
such additional services and the indemnification, contribution, or reimbursement therefore are
approved by the Court.
11. Notwithstanding anything to the contrary in the Engagement Agreement,
the Debtor shall have no obligation to indemnify Rust Omni, or provide contribution or
reimbursement to Rust Omni, for any claim or expense that is: (i) judicially determined (the
determination having become final and no longer subject to appeal) to have arisen from Rust
Omni' s gross negligence, willful misconduct, or fraud; (ii) for a contractual dispute in which the
Debtor alleges the breach of Rust Omni's contractual obligations ifthe Court determines that
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indemnification, contribution, or reimbursement would not be permissible pursuant to In re
United Artists Theatre Co., 315 F .3d 217 (3d Cir. 2003), or (iii) settled prior to a judicial
determination under (i) or (ii) but determined by this Court, after notice and a hearing, to be a
claim or expense for which Rust Omni should not receive indemnity, contribution, or
reimbursement under the terms of the Engagement Agreement, as modified by this Order.
12. If, before the earlier of (i) the entry of an order confirming a chapter 11
plan in this case (that order having become a final order no longer subject to appeal) or (ii) the
entry of an order closing this case, Rust Omni believes that it is entitled to the payment of any
amounts by the Debtor on account of the Debtor's indemnification, contribution, and/or
reimbursement obligations under the Engagement Agreement (as modified by this Order),
including without limitation the advancement of defense costs, Rust Omni must file an
application for such amounts in this Court, and the Debtor may not pay any such amounts to Rust
Omni before the entry of an order by this Court approving the payment. This paragraph is
intended only to specify the period of time under which the Court shall have jurisdiction over
any request for fees and expenses by Rust Omni for indemnification, contribution, or
reimbursement and not a provision limiting the duration of the Debtor's obligation to indemnify
Rust Omni. All parties in interest shall retain the right to object to any demand by Rust Omni for
indemnification, contribution, or reimbursement.
13. In the event Rust Omni is unable to provide the Claims and Noticing
Services set out in the Application, Rust Omni will immediately notify the Clerk and Debtor's
counsel and cause to have all original proofs of claim and relevant creditor information turned
over to another claims and noticing agent with the advice and consent of the Clerk and Debtor's
counsel.
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14. The Debtor may submit a separate retention application, pursuant to
section 327 of the Bankruptcy Code and/or any applicable law, for work that is to be performed
pursuant to the Engagement Agreement by Rust Omni that is not specifically authorized by this
Order.
15. The Debtor and Rust Omni are authorized to take all actions necessary to
effectuate the relief granted pursuant to this Order in accordance with the Application.
16. The Court retains jurisdiction with respect to all matters arising from or
related to the implementation and enforcement of this Order and the Engagement Agreement.
1 7. Rust Omni shall not cease providing claims processing services during the
case for any reason, including nonpayment, without an order of the Court.
18. In the event of any inconsistency between the Engagement Agreement, the
Application, and this Order, this Order shall govern.
Dated: Delaware
June I, 2012
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