UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) CORDILLERA GOLF CLUB, LLC,1 ) dba The

Club at Cordillera, ) ) Debtor. ) )

Case No. 12-11893 (CSS) Chapter 11

Re: Docket Nos. 59, 147, 148 & 175

JOINDER OF CHERYL M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON AND KEVIN B. ALLEN, INDIVIDUALLY AND AS REPRESENTATIVES OF A CERTIFIED CLASS OF MEMBERS TO THE OBJECTIONS TO THE DEBTORS EMERGENCY MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS PURSUANT TO 11 U.S.C 105, 361, 362, 363, 363(c), 364(c), 364(d), AND 364(e) AND FED. R. BANKR. P. 2002, 4001 AND 9014 (I) AUTHORIZING DEBTOR TO OBTAIN POST-PETITION SECURED FINANCING, (II) GRANTING SECURITY INTERESTS AND SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS, (III) GRANTING ADEQUATE PROTECTION TO PREPETITION SECURED PARTIES, (IV) AUTHORIZING THE USE OF CASH COLLATERAL AS PROVIDED THEREIN, AND (V) SCHEDULING A FINAL HEARING Cheryl M. Foley, Thomas and Jane Wilner, Charles and Mary Jackson and Kevin B. Allen, as representatives of a certified class in Case Number 11CV552, pending in the District Court of Eagle County, Colorado (collectively, Member Representatives), by their attorneys Richards, Layton & Finger, P.A. and Appel & Lucas, P.C., hereby file this Joinder (the Joinder) to the objections [Docket Nos. 147, 148 & 175] (each a DIP Objection and collectively the DIP Objections) to the Emergency Motion of the Debtor for Entry of Interim and Final Orders Pursuant to 11 U.S.C. 105, 361, 362, 363(c), 364(c), 364(d), and 364(e) and Fed. R. Bankr. P. 2002, 4001 and 9014 (I) Authorizing Debtor to Obtain Post-Petition Secured Financing, (II) Granting Security Interests and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection to Prepetition Secured Parties, (IV) Authorizing the
1 The debtor (the Debtor) in this chapter 11 case, and the last four digits of its employer identification number, is Cordillera Golf Club, LLC (1317). The address of the Debtors corporate headquarters is 97 Main Street, Suite E202, Edwards, CO 81632.

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Use of Cash Collateral as Provided Therein, and (V) Scheduling a Final Hearing [Docket No. 59] (the Emergency DIP Motion) filed by the Official Committee of Unsecured Creditors (the Committee), the Cordillera Metropolitan District (the District) and the Cordillera Property Owners Association Inc. (the CPOA), and Alpine Bank (Alpine Bank). In support of this Joinder, the Member Representatives respectfully represent as follows: 1. 2. On July 2, 2012, the Debtor filed the Emergency DIP Motion. On July 12, 2012, the Committee, the District and the CPOA filed their respective

DIP Objections with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). On July 13, 2012, Alpine Bank filed its DIP Objection. 3. The Member Representatives join in the DIP Objections and incorporate by

reference all of the grounds and legal arguments as set forth therein. For the reasons set forth in the DIP Objections, the Bankruptcy Court should deny the relief sought in the Emergency DIP Motion. 4. The Member Representatives reserve their right to assert other and further

objections to the Emergency DIP Motion and to supplement this Joinder if necessary.

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WHEREFORE, the Member Representatives respectfully request that the Bankruptcy Court deny the Emergency DIP Motion and award the Member Representatives such other and further relief as is just and proper. Dated: July 13, 2012 Wilmington, Delaware

/s/ Zachary I. Shapiro Mark D. Collins (No. 2981) Zachary I. Shapiro (No. 5103) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: collins@rlf.com shapiro@rlf.com - and Garry R. Appel APPEL & LUCAS, P.C. 1660 17th Street, Suite 200 Denver, Colorado 80202 Telephone: (303) 297-9800 Email: Appelg@appellucas.com Attorneys for the Member Representatives

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