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UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO

In re CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Tax ID / EIN: 27-0331317 Debtor.

Case No. 12-24882 ABC Chapter 11

DEBTORS MOTION FOR ENTRY OF PROTECTIVE ORDER IN REGARD TO MOTION TO APPOINT A CHAPTER 11 TRUSTEE [DOCKET NO. 235] AND THE DEBTORS OBJECTION THERETO [DOCKET NO. 343] The Debtor and Debtor-in-Possession, Cordillera Golf Club, LLC, dba The Club at Cordillera (the Debtor), by its undersigned counsel, files this Motion for a Protective Order to govern discovery pursuant to Federal Rule of Civil Procedure (FRCP) 26(c) made applicable to this proceeding pursuant to Rules 7026 of the Federal Rules of Bankruptcy Procedure. In support thereof, the Debtor respectfully states as follows: CERTIFICATION 1. Debtor certifies that pursuant to FRCP 26(c)(1) Debtor has conferred with counsel

for Movants on the Motion to Appoint a Chapter 11 Trustee, Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen (Movants) in good faith and has been unsuccessful to resolve this dispute. INTRODUCTION 2. Rule 26(c) allows this Court to enter a protective order governing discovery "for

good cause shown." Fed. R. Civ. P. 26(c). Good cause exists to enter the proposed Protective Order attached hereto. Entry of a protective order is necessary to protect the personal privacy

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interests of non-parties, including Debtors current and former members, and Debtors nonpublic confidential information. The protective order attached to this motion does just that; however, Movants have refused to agree to any form of protective order in this action, despite previously agreeing to a nearly identical order in the litigation pending in Colorado. A redline comparison to the protective order in the Colorado state court litigation is attached hereto as Exhibit A. 3. Movants have served Debtor with discovery requests that seek the production of

any and all documents which Debtor has produced to any party in the Class Action Lawsuit1 brought by Movants in Colorado state court. In the Class Action Lawsuit, Movants agreed to entry of a protective order that allowed for certain material to be produced as confidential. Debtor produced numerous documents pursuant such a designation in that case that contained the confidential information of third parties. . 4. Now, when Movants seek access to use these same documents in this case and

distribute them to a wider audiencethe joining parties, they will not agree to a protective order allowing documents to be designated confidential or the same dissemination and use restrictions as they previously did in the Class Action. 5. If the same documents are to be used in this action, the same confidentiality and

consumer privacy protections must be maintained given that the original production was done with the stipulated protective order in place. Failure to enter Debtors proposed protective order would, therefore, eviscerate the agreed protections afforded to these documents and allow

The Class Action Lawsuit is pending in District Court for Eagle County, Colorado, case number 2011 CV 552.

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Movants to renege on their prior agreement.2 This should not be allowed particularly given the nature of the discovery requestbecause Movants seeks all document previously produce in the Class Action, they must also accept the production under the same conditions as that production. For these reasons, Debtor respectfully requests that the Court grant this motion and enter the attached protective order so that discovery can proceed. BACKGROUND AND PROCEDURAL FACTS 6. Trial on the Trustee Motion is set to begin on October 1, 2012 and discovery

closes on September 26, 2012. 7. As the Court is aware, Debtor and Movants are involved in the Class Action

Lawsuit in Colorado state court. In the Class Action Lawsuit, Movants agreed to entry of a protective order that allowed for certain material to be produced as confidential. Debtor produced numerous documents pursuant such a designation in that case that contained information covered by Colorados consumer privacy protections, including the confidential information of third parties. Declaration of Ann Marie Uetz ISO Motion for Protective Order (Uetz Decl.) 2.

The District Court in the Class Action has not yet entered the protective order; however the parties are operating under its provisions and the Debtor understands that it is currently under submission.

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8.

On August 15, 2012, after the Courts status conference, Movants served Debtor

with its First Request for Production of Documents. The Request for Production contained a single Request.3 Movants further requested that Debtor allow Movants to use the documents produced in the Class Action Lawsuit to the Member Representatives and allow Movants to share those documents with counsel for the official creditors committee (the Committee) and counsel for the Cordillera Metropolitan District (CMD) and the Cordillera Property Owners Association (CPOA), parties who have joined in Movants Trustee Motion. Uetz Decl., at 3-4. 9. Per the Courts scheduling order, Debtors response to Movants Request for

Production is due on August 29, 2012. 10. Debtor met and conferred by telephone with Counsel for Movants on August 22

and 23, 2012, and by email on August 23, 2012, and discussed the need for a protective order that mirrored the agreed protective order the parties are operating under in the Class Action Lawsuit. Movants would not agree to entry of a protective order in this action similar to the protective order they agreed to in the Class Action and have failed to respond to Debtors request for Movants to provide an acceptable protective order. Uetz Decl., at 5.

Movants Request for Production No. 1 asks for Any and all documents which the Debtor has produced to any party in the litigation pending in the District Court for Eagle County, Colorado, case number 2011 CV 552, captioned Plaintiffs: CHERY [sic] M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON and KEVIN B. ALLEN individually and on behalf of all others similarly situated, v. Defendants: CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company; CORDILLERA GOLF HOLDINGS, LLC a Delaware limited liability Company; WFP CORDILLERA, LLC a Delaware limited liability Company; WFP INVESTMENTS, LLC, a Delaware limited Liability Company; CGH MANAGER, LLC a Delaware limited Liability Company; DAVID A. WILHELM individually, and PATRICK WILHELM, individually, v. Intervenor-Defendant/Counterclaimant and CrossClaimant: ALPINE BANK.

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11.

Setting aside the fact that Movants Request seeks considerable amounts of

information irrelevant to the Trustee Motion as the issues in the Class Action differ greatly from those relevant to the Trustee Motion, and because re-reviewing and sorting these documents is impractical under the compressed discovery schedule, Debtor is willing to allow the previously produced documents to be used by Movantsand provided to the joining partieswithout reproduction; however, the prior confidentiality designations must be maintained and respected by all who receive the documents. This, in fact, was a condition of the protective order already approved by both sides in the Class Action. 12. Despite agreeing to abide by the protective order in the Class Action, Movants,

the Member Representative in the Class Action, have refused entry of any protective order in this action and have not provided Debtor with a proposed order they would agree to, despite Debtors request during the meet and confer. Uetz Decl., at 5. ARGUMENT 13. A court may enter a protective order to govern discovery and may make any

order which justice requires to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense. Fed. R. Civ. Pro. 26(c). FRCP 26 provides broad discretion for the court to control the disclosure of information sought in discovery and to protect confidential and commercial information. See e.g., Fed. R. Civ. Pro.(c)(1)(A)-(H)). Protective orders of the type sought by Debtor are routinely approved by courts, and often stipulation of the parties. Gillard v. Boulder Valley Sch. Distr. Re-2, 196 F.R.D. 382, 386 (D. Colo. 2000) (blanket protective orders are essential to the functioning of civil discovery. Absent such orders, discovery would come to a virtual standstill.) (internal citations omitted). See also, Seattle Times Co. v. Rhinehart, 467 U.S. 20, 32-36, 104 S. Ct. 2199, 81 L. Ed. 2d 17 (1984)(noting that

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liberal pretrial discovery "may seriously implicate privacy interests of litigants and third parties" and holding that courts have broad discretion to issue protective orders to prevent abusive use of information obtained through the discovery process). Whether good cause exists for the protective order depends on each particular case. Direct Sales Tire Co. v. Dist. Court, 686 P.2d 1316, 1319 (Colo. 1984). Good cause exists in this case to limit the dissemination of the confidential financial information of third parties. 14. Under both the U.S. Constitution and Colorado law there is a right to privacy

which protects the individual interest in limiting the disclosure of personal information. Whalen v. Roe, 429 U.S. 589, 599, 97 S.Ct. 869, 876, 51 L.Ed.2d 64, 73 (1977); Martinelli v. District Court of Denver, 612 P.2d 1083, 1091 (Colo. 1980). Moreover, the Colorado Supreme Court has held that financial records generally fall under the umbrella of the [Fourteenth Amendments] right to privacy. Judd v. Cedar St. Venture, 256 P.3d 687, 689, 692 (Colo. 2011). Therefore, Debtor has an implicit obligation to protect the confidential financial information of the third parties disclosed in the documents Movants seek access to because the third parties have a reasonable expectation of privacy in their financial data. Cantrell v. Cameron, 195 P.3d 659, 660 (Colo. 2008); Stone v. State Farm Mut. Auto. Ins. Co., 185 P.3d 150, 155-56 (Colo. 2008) (Colorado law provide that there is a strong public policy protecting financial information). 15. Debtor seeks entry of a protective order to protect these rights as relates to the

private information of third parties. Debtors Motion goes no further than to require Movants and joining partiesto give these privacy interests the same level of protection that they already agreed to provide in the Class Action.

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16.

Colorado courts have set forth three requirements for entry of a blanket protective

order such as that proposed by Debtor. First, there must be good cause to believe that confidential information will be produced; second, the protective order must require confidential designations to be made in good faith; and, third, the receiving party must be able to challenge a confidentiality designation, with the burden on the designating party to prove such designation is proper if a challenge is initiated. Gillard, 196 F.R.D. at 386. 17. Here, all three requirements are met. First, there is good cause to believe that

confidential information will be produced because the discovery related to Trustee Motion will necessarily involve the production of confidential information of third parties if all documents produced by Debtor in the Class Action are allowed to be brought into this action. Documents containing the private information of third parties have already been produced and designated as confidential in the Class Action. These documents contain private financial information such as banking information and private personal information such as employment information and Social Security numbers.4 Second, the proposed protective order and the protective order in the Class Action both require confidentiality designations to be made in good faith. (See proposed order, at 3). Third, the proposed protective order allows other parties to challenge any confidentiality designation, and places the burden on the Debtor to prove its claim. (See proposed order, at 4). Therefore, the requirements for entry the Debtors proposed protective order have been met and Debtors Motion should be granted.

Debtor believes that some or all of this has be redacted pursuant to the prior protective order, but Debtor should not be required to re-review and un-redact this information for the reasons discussed herein.

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18.

In additional to being supported by the law, Debtors Motion should be granted

based on the practical realities of this case. The most efficient way to provide Movants with the information sought by their discovery request during the limited discovery period on the Trustee Motion, is to allow access to the previously produced documents under the same terms as the previous production. It is simply illogical and disingenuous for the Movants not to agree to abide by the same confidentiality terms as they agreed to the Class Action if Movants want wholesale access to the previously produced documents for themselves and the joining parties.5 If the protective order is not entered, the protections previously afford to these documents will be eviscerated and Movants allowed to renege on their prior agreement. The equities of the situation, therefore, provide an additional compelling basis for entry of Debtors proposed protective order. CONCLUSION 19. WHEREFORE, because the law and the equities favor entry of a protective order,

the Debtor respectfully requests that the Court grant Debtors Motion and enter the proposed protective order attached hereto.

This is true, even if continuing to abide by those designations provides protection for information of the Debtor which might not necessarily be entitled to the same level of protection in the bankruptcy proceeding as it might be in a standard civil case.

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Respectfully submitted, Dated: August 28, 2012 SENDER & WASSERMAN, P.C. /s/ David V. Wadsworth Harvey Sender, #7546 David V. Wadsworth, #32066 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Telephone: 303-296-1999 Facsimile: 303-296-7600 Email: sender@sendwass.com Email: dvw@sendwass.com Counsel for Debtor and Debtor-in-Possession -andChristopher Celentino (CA No. 131688) Mikel Bistrow (CA No. 102978) Dawn A. Messick (CA No. 236941) Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: 619-234-6655 Facsimile: 619-234-3510 Email: ccelentino@foley.com Email: mbistrow@foley.com Email: dmessick@foley.com Counsel for Debtor and Debtorin-Possession

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DISTRICT COURT, EAGLE COUNTY STATE OF COLORADO P.O. BOX 597; 885 Chambers Avenue Eagle, Colorado 81631 Telephone: (970) 328-8553 Plaintiffs: CHERYL M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON, and KEVIN B. ALLEN, individually and on behalf of all others similarly situated, v. Defendants: CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company; CORDILLERA GOLF HOLDINGS, LLC, a Delaware limited liability company; CORDILLERA F & B, LLC, a Delaware limited liability company; WFP CORDILLERA, LLC, a Delaware limited liability company; WFP INVESTMENTS, LLC, a Delaware limited liability company; CGH MANAGER, LLC, a Delaware limited liability company; DAVID A. WILHELM, individually; and PATRICK WILHELM, individually Intervenor-Defendant/Counterclaimant and CrossClaimant: ALPINE BANK COURT USE ONLY

Case No.: 2011CV552 Div.: 4

JOINT STIPULATION AND PROTECTIVE ORDER FOR THE EXCHANGE OF CONFIDENTIAL INFORMATION; AND [PROPOSED] ORDER THEREON UNITED STATES BANKRUPTCY COURT Named Plaintiffs (Plaintiffs), on the one hand, and Defendants (Defendants) on the other hand, through their respective counsel of record in the above-captioned matter, hereby stipulate to the entry of a Protective Order for the Exchange of Confidential Information (Protective Order) pursuant to Colorado Rule of Civil Procedure 26(c) and applicable decisional case law regarding the treatment of confidential and privileged information. DISTRICT OF COLORADO

Exhibit A

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In re CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Debtor.

Case No. 12-24882 ABC Chapter 11

DEBTORS PROPOSED PROTECTIVE ORDER IN REGARD TO MOTION TO APPOINT A CHAPTER 11 TRUSTEE [DOCKET NO. 235] AND THE DEBTORS OBJECTION THERETO [DOCKET NO. 343]

There is good cause for this Protective Order because the Parties have requested that each other produce documents and information thatdiscovery in this matter will involve the production of confidential and private information concerning, among other topics, information that relates to third-party Club member records of DefendantDebtor and Debtor-in-Possession Cordillera Golf Club, LLC (Debtor), including names, addresses, phone numbers, Social Security numbers, dates of birth, and bank account information; and financial information of the Parties themselves. Special protection of these categories of information from public disclosure and/or from use for any purpose other than prosecuting or defending this litigationproceeding is warranted. Accordingly, the Parties hereby stipulate to the Court entering the following Protective Order. This Protective Order does not confer blanket protections on all disclosures or responses to discovery and the protection it affords extends only to the limited information or items that are entitled under the applicable legal principles to treatment as confidential. The Protective Order will contain the following terms and conditions: JOINT STIPULATION 1. Proceedings and Information Governed. This Joint Stipulation and Protective Order will govern any document, information, or other thing furnished or produced by any party, including third-parties, to any other party in connection with this action that might reveal confidential information, including, but not limited to, deposition testimony, discovery responses, or other documents concerning third-party records, including names, addresses, phone numbers, Social Security numbers, dates of birth, places of employment, and bank account information; and financial information of the Parties themselves. The information protected includes, but is not limited to, information contained in responses to requests for production of documents; responses to form or special interrogatories; responses to requests for admissions; deposition testimony and exhibits; and all copies, summaries, memorandum reports and portions of the foregoing.

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2. Confidential Information or Material Defined. For purposes of this Joint Stipulation and Protective Order, Confidential Material shall mean financial information of the Parties or third parties (including, but not limited to, credit card numbers; bank account information, including account numbers; private personal information, including, but not limited to, dates of birth, places of employment, Social Security numbers, addresses and telephone numbers, drivers license numbers, names of family members, and personal friends who are not Club members); and any documents, material, or information related to: audits, projections, budgets, profits and losses, loan agreements, employment contracts, severance payments, contracts for management and/or consulting services, draws, purchase orders, invoices, statements, dividends, payments made by or to any of the Parties, renovation and/or redevelopment of the Valley Club, future development concepts for Cordillera Golf Club, LLC, and trade secrets). Confidential Material may be revealed through: disclosures pursuant to C.R.C.P. 26(a) and 26(e); productions in response to requests under C.R.C.P.Federal Rules of Civil Procedure 26, 30, 31, 33, 34, 35, or 36 or 45;36 or 45made applicable to this matter under the Federal Rules of Bankruptcy Procedure. productions pursuant to the order of a court of competent jurisdiction; or statements in pleadings or other judicial filings that reference any of the foregoing. While a Party may designate previously produced information as Confidential under this provision, the Parties recognize that such materials may already have been disseminated in a manner inconsistent with this Protective Order or may already have been independently provided by the producing/designating Party to a third-party. The Parties shall have no obligation to attempt to locate and retrieve such documents and shall not be found or held to be in violation of this Protective Order as a result of actions that occurred prior to the entry of the Order. Notwithstanding this, the Parties shall use and treat Confidential Material consistent with this Order following the materials designation as such pursuant to this Order. These categories are illustrative but not exhaustive. Confidential Material is entitled to protection under CF.R.C.P. 26(c). (a) Requesting Party shall mean any Party requesting documents or information pursuant to CF.R.C.P. 26(a), conducting a deposition pursuant to CF.R.C.P. 30-31, propounding interrogatories pursuant to CF.R.C.P. 33, requesting the production of documents pursuant to CF.R.C.P. 34 or pursuant to a subpoena duces tecum served upon any person or entity in this proceeding, and/or otherwise seeking discovery herein. (b) Producing Party shall mean any person or entity on whom a discovery request, in whatever form, has been propounded in this action. (c) Party or Parties shall mean the named parties in this lawsuitproceeding.

3. Designation of Confidential Material. In responding to discovery propounded herein, any party may designate any confidential or proprietary document, material, or information of that designating party produced by it as Confidential Material. In the case of documents, such designation shall be made by stamping the phrase Confidential if the document is Confidential Material on all pages of any document so designated, in a conspicuous place. For documents previously produced, a Party may designate the document as Confidential by designating the document in writing to the opposing Party. In such event, the

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document shall be deemed to be Confidential under this Stipulated Protective Order from the date that document is designated as Confidential. For any documents that have been previously filed with a Court, the Parties shall confer to determine whether such documents or parts of such documents should be treated as confidential. If the Parties agree that Confidential Material was publicly filed in error, the Parties will take steps to remedy such error. In the case of deposition testimony, such designation shall be made by identifying on the record those portions of the transcript designated as Confidential Material. Machine readable media and other non- documentary material shall be designated as Confidential Material by some suitable and conspicuous means, given the form of the particular embodiment. Inadvertent failure to designate material as Confidential at the time of production may be remedied at any time thereafter by supplemental written notice. The designation of material as Confidential Material, in the manner described hereunder, shall constitute a certification by the attorney making such designation that he or she in good faith believes the material to be entitled to protection under CF.R.C.P. 26(c). 4. Challenges to Designations of Confidential Material. Nothing in this Protective Order constitutes a finding or admission that any Confidential Material or information is in fact confidential, proprietary or otherwise not subject to disclosure. Any Party desiring to challenge a designation of Confidential Material under this paragraph may do so by contacting counsel for the designating party in writing, and attempting to resolve any dispute by mutual agreement. In the event that the parties cannot resolve their dispute as to such designation of allegedly confidential material, the Requesting Party may file a motion for disclosure regarding the information within 10 days after communication of the notice from the Requesting Party. If the Requesting Party files such a motion, the Requesting Party shall continue to protect the information until the court rules on the motion. If the Requesting Party fails to file a motion within 10 days of notice, the Requesting Party shall have further obligation to preserve the confidentiality of the information until further order of the Court. While the Requesting Party may file a motion for disclosure, the party designating the material as Confidential shall have the burden of proving that such information is confidential under the laws of Colorado or federal laws. As stated above, this Protective Order does not confer blanket protections on all disclosures or responses to discovery and the protection it affords extends only to the limited information or items that are entitled under the applicable legal principles to treatment as confidential. 5. Treatment of Confidential Material. All documents, material, and information designated as Confidential Material under paragraph 2 shall be treated in accordance with the provisions of this Order until such designation has been released by the party making it or by order of the Court. 6. Disclosure of Confidential Material. Except as set forth herein, neither the contents nor the substance of Confidential Material may be disclosed to anyone other than the Court provided that such materials are marked Confidential Pursuantpursuant to Courtthis Protective Order and filed under seal, the parties and their current or former employees with disclosure to employees limited to those employees or former employees deemed by counsel reasonably necessary to assist with the lawsuit, the law firms who represent the Parties, vendors retained by the law firms for copying and other similar services, court reporters performing

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services in connection with this lawsuit, and expert consultants who assist the law firms in their analysis of the evidence and presentation of the case. For purposes of the preceding sentence the Parties does not include members of Plaintiffs class. Confidential Material may be disclosed to absent non-opt out class members provided that prior to disclosure of any Confidential Material to such person, such person shall sign a Statement Regarding Confidentiality in the form attached hereto as Exhibit A, stating the signatorys full name, address, and present employer, and acknowledging his or her understanding of the terms of this Stipulated Protective Order and his or her agreement to be bound by its terms. Each such signed statement shall be retained by the attorney or Party disclosing any Confidential Material pursuant to this paragraph 6. Additionally, Confidential Material may be disclosed to the parties, counsel, and experts in the parties in Cordillera Golf in the Class Action Lawsuit pending in District Court for Eagle County, Colorado, case number 2011 CV 552, other than the Member Representatives who are the Movants on the Trustee Motion. .

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Club, LLC, et al v. Cordillera Transition Corporation, Inc., et al, Civil No. 2011 CV 456, the counsel representing the parties in Cordillera Golf Club, LLC, et al v. Cordillera Transition Corporation, Inc., et al, subject to the Protective Order entered in that case. 7. Disclosure of Confidential Material to Outside Experts, Consultants or Former Employees. Upon the good faith determination by an attorney representing a Party or by a Party that he needs to consult former employees or experts or consultants who have been retained for the purpose of this proceeding, Confidential Material may be disclosed to such persons provided, that prior to disclosure of any Confidential Material to such person, such person shall sign a Statement Regarding Confidentiality in the form attached hereto as Exhibit A, stating the signatorys full name, address, and present employer, and acknowledging his or her understanding of the terms of this Stipulated Protective Order and his or her agreement to be bound by its terms. Each such signed statement shall be retained by the attorney or Party disclosing any Confidential Material pursuant to this paragraph 6.7. 8. Use of Confidential Material. Any per son who receives or is afforded access to any Confidential Material pursuant to the provisions of this Stipulated Protective Order shall neither use nor disclose said Confidential Material for any purpose other than the purposes of preparation for and conduct of this proceeding, any other proceeding or lawsuit in which Plaintiffs and Defendants are parties or the Cordillera Golf Club, LLC, et al v. Cordillera Transition Corporation, Inc., et al, lawsuit. Nothing contained herein shall preclude any party from using its own documents, material and information in any manner it deems appropriate, nor shall anything contained herein preclude use o fof documents, material and information already in the possession of a party or that has been previously publicly disclosed. 9. Trial and Public Proceedings. Confidential Materials and the information in them may be used as is reasonably determined to be necessary in any court proceeding in this case, including depositions, hearings and trial, subject to the rules of evidence, the ColoradoFederal Rules of Civil Procedure, the Federal Rules of Bankruptcy Procedure and any other applicable law. Such information shall not lose its confidential status through such use, and the Parties shall take reasonable steps to protect the confidentiality of such information during its use. Prior to the use of any Confidential Material in a proceeding open to the public, the Party intending to use Confidential Material shall give the Party producing such Confidential Material at least five (5) days notice such that the Parties may reach an agreement upon what actions may be taken to preserve confidentiality of the Confidential Material or the producing Party may object to the publication of the Confidential Material. 10. Deposition Testimony. Information disclosed at depositions taken in this Lawsuit may be designated as Confidential Material by the party disclosing such information by indicating on the record at the deposition that the testimony contains Confidential Material or by providing written notice to opposing counsel of the intent to designate such information as

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confidential within ten (10) days of receiving the transcript of the deposition. The designated testimony shall be marked as confidential and sealed by the court reporter and treated as Confidential Material under the terms of this Order. 11. Retention of Privilege. Nothing herein shall in any respect constitute a waiver of any attorney-client, work product, or common interest privilege of any party, nor does any provision herein affect the right of any party to contest any assertion or finding of confidentiality or privilege, and/or to appeal any adverse determination of the Court regarding said confidentiality or privilege. 12. Scope of CF.R.C.P. 26. Nothing contained herein is intended to broaden the scope of information that would be entitled to protection under CF.R.C.P. 26. 13. Modification. Each Party reserves the right to move to modify the terms of this Stipulated Protective Order for good cause, and the Court can modify the Protective Order at any time. 14. Retained Jurisdiction. The Court retains jurisdiction subsequent to settlement or entry of judgment to enforce the terms of this Order and the terms of this Protective Order shall remain in effect after the termination of this litigation. 15. Termination of Action. Within forty-five (45) days of termination of this action, including all appeals, counsel for Parties in possession of Confidential Material shall cause all such Confidential Material and Restricted Confidential Material produced in this action by an opposing party, including copies, extracts and summaries, to be destroyed or returned to counsel for the Producing Party. Counsel for the Requesting Party or the Requesting Party shall certify to the Producing Party in writing that it has fulfilled the obligations imposed by this paragraph. Notwithstanding this provision, each counsel may keep one set of all documents produced in the litigation as may be required by counsels record retention policy. Documents retained by counsel shall be destroyed as soon as permitted by counsels record retention policy. 16. Inadvertent Disclosure. Any inadvertent disclosure or production of Confidential Material without designating it as Confidential, or of documents protected by the attorney-client privilege, common interest privilege, or work-product protection, will not constitute a waiver of any available privilege or protection by the disclosing party. (a). In the event that the receiving party discovers that it has received Confidential Material that was not designated as Confidential, or attorney-client privileged, common interest privileged, or work-product protected documents, it will bring that fact to the attention of the producing party immediately upon discovery. (b). Upon the request of the producing party, the receiving party will promptly return to the producing party any attorney-client privilege, common interest privilege, or work-productprotected document and any copies that the receiving party may have made.

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(c).Upon discovery of any inadvertent disclosure or production of Confidential Material without it having been designated as Confidential, the producing party shall have the right to designate such documents or information as Confidential by notifying requesting party of the specific information or documents that it is designating as Confidential. After such designation by the producing party, all such information later designated as Confidential following any inadvertent disclosure shall be subject to the full protections of this order as if designated Confidential when originally disclosed or produced. (d). Upon the request of the producing party, the receiving party will promptly disclose the names of any individuals who have read or have had access to the inadvertently disclosed Confidential Material or attorney-client privileged, common interest privileged, or work-productprotected document or information. (e). No such inadvertently produced or disclosed Confidential Information or attorneyclient privileged, common interest privileged, or work-product-protected document may be used for any purpose other than Confidential Information being used consistent with this Protective Order or all documents used consistent with any other order of the Court. (e). If either party must seek judicial enforcement of this agreement, the costs and reasonable attorneys fees of the party seeking enforcement will be paid by the party against whom such enforcement must be sought, but only if the court finds the existence of a valid privilege and grants enforcement of this agreement by ordering the return and non-evidentiary use of the produced document. Dated this ___ day of May, 2012. IT IS SO ORDERED Dated: ________________, 2012 By: s/ Tamara A. Hoffbuhr Seelman GORDON & REES LLC By: s/ Michelle R. PrudHomme Robert P. Ingram DICKINSON, PRUDHOMME, ADAMS & INGRAM, LLP By: s/ Peter W. Thomas THOMAS GENSHAFT, LLP 8 ____________________________________ Honorable A. Bruce Campbell By: s/ Brett Steven Heckman HECKMAN & OCONNOR, P.C. By: s/ Timothy R. Beyer Zhonette M. Brown BROWNSTEIN HYATT FARBER SCHRECK, LLP ATTORNEYS FOR PLAINTIFFS

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ATTORNEYS FOR DEFENDANTS

By: s/ David L. Lenyo GARFIELD & HECHT, P.C. ATTORNEYS FOR INTERVENORDEFENDANT/COUNTERCLAIMANT AND CROSS-CLAIMANT

ORDER ON JOINT STIPULATION IT IS SO ORDERED. DATED: _______________ ______________________________ District Court

United States Bankruptcy Judge

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EXHIBIT A I, ______________________________________, state that: 1. 2. 3. 4. My address is _________________________________________________________. My present employer is _________________________________________________. My present occupation or job description is _________________________________. I have received a copy of the Protective Order in In re Cordillera Golf Club, LLC dba

The Club at Cordillera, Case No. 12-24882 ABC in the United States Bankruptcy Court, District of Colorado. 5. I have carefully read and understand the provisions of the Protective Order. I will

comply with all of the provisions, including holding in confidence and not disclosing to any not qualified under the Protective Order, any Confidential Information. 6. I further agree that any documents, materials, or information furnished to me will be used

by me only for the purposes of this litigation and for no other purposes, and will not be used by me in any business affairs of my employer or of my own or be imparted by me to any other person and will be returned to the person who furnished such documents, materials or information to me. 7. I hereby consent to be subject to personal jurisdiction before the above-entitled Court

with respect to any proceeding relative to the enforcement of the Protective Order.

_______________________________________ Signature Date: __________________________________

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Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics:

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UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO

In re CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Tax ID / EIN: 27-0331317 Debtor.

Case No. 12-24882 ABC Chapter 11

DECLARATION OF ANN MARIE UETZ IN SUPPORT OF DEBTORS MOTION FOR ENTRY OF PROTECTIVE ORDER IN REGARD TO MOTION TO APPOINT A CHAPTER 11 TRUSTEE [DOCKET NO. 235] AND THE DEBTORS OBJECTION THERETO [DOCKET NO. 343] I, Ann Marie Uetz, declare as follows: 1. I am an attorney admitted to practice before this Court. I am a partner of the law

firm Foley & Lardner LLP, counsel for Debtor and Debtor-in-Possession Cordillera Golf Club, LLC in the above-captioned matter. The facts stated below are personally known to me, except for those matter based upon information and belief and as to those, I believe them to be true. If called as a witness, I could and would competently testify to the trust of such facts. 2. Debtor and the Movants are involved in the Class Action Lawsuit in District

Court for Eagle County, Colorado, case number 2011 CV 552. I am informed that, in that action, Movants agreed to entry of a protective order that allowed for certain material to be produced as confidential, including the personal financial and confidential information of third parties. Debtor produced numerous documents pursuant such a designation in that case that contained information covered by Colorados privacy protections, including private financial and personal information of third parties.

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3.

On August 15, 2012, Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles

Jackson, Mary Jackson and Kevin B. Allen (Movants) served Debtor with their First Request for Production of Documents which included a single document request: Any and all documents which the Debtor has produced to any party in the litigation pending in the District Court for Eagle County, Colorado, case number 2011 CV 552, captioned Plaintiffs: CHERY [sic] M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON and KEVIN B. ALLEN individually and on behalf of all others similarly situated, v. Defendants: CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company; CORDILLERA GOLF HOLDINGS, LLC a Delaware limited liability Company; WFP CORDILLERA, LLC a Delaware limited liability Company; WFP INVESTMENTS, LLC, a Delaware limited Liability Company; CGH MANAGER, LLC a Delaware limited Liability Company; DAVID A. WILHELM individually, and PATRICK WILHELM, individually, v. IntervenorDefendant/Counterclaimant and Cross-Claimant: ALPINE BANK. 4. Along with their request, Movants further stated that:

We are willing to forgo production of documents from the Debtor on the attached request for production of documents if, in place of such production, the Debtor stipulates that the documents already produced to the Member Representatives in the class action case (Eagle County District Court case no. 11CV552) may be shared with Appel & Lucas P.C., counsel for the official creditors committee and counsel for the Cordillera Metropolitan District and the Cordillera Property Owners Association, and may be used by those parties in the Bankruptcy Court. 5. I met and conferred by telephone with Counsel for Movants regarding this

discovery request, options to avoid duplicative document productions, and the need for entry of a protective order mirroring the protective order in the Class Action Lawsuit on August 22, and 23, 2012. During the meet and confer, Movants counsel told me that Movants would not agree to entry of a protective order in this action similar to the protective order in the Class Action. I asked Movants counsel to provide me with a form of protective order that would be acceptable to them in this case. I also sent a follow-up email on August 23, 2012 memorializing our prior conversations and against requested Movants provide an acceptable form of protective order. To date, they have failed to do so.

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6.

I declare under penalty of perjury under the laws of the United States that the

foregoing is true and correct, except for those matters stated upon information and belief and as to those, I believe them to be true. 7. Executed this 28th day of August, 2012, at San Diego, California.

/s/ Ann Marie Uetz Ann Marie Uetz

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UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO

In re CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Tax ID / EIN: 27-0331317 Debtor.

Case No. 12-24882 ABC Chapter 11

PROTECTIVE ORDER IN REGARD TO MOTION TO APPOINT A CHAPTER 11 TRUSTEE [DOCKET NO. 235] AND THE DEBTORS OBJECTION THERETO [DOCKET NO. 343] There is good cause for this Protective Order because discovery in this matter will involve the production of confidential and private information concerning, among other topics, information that relates to third-party Club member records of Debtor and Debtor-in-Possession Cordillera Golf Club, LLC (Debtor), including names, addresses, phone numbers, Social Security numbers, dates of birth, and bank account information; and financial information Special protection of these categories of information from public disclosure and/or from use for any purpose other than prosecuting or defending this proceeding is warranted. This Protective Order does not confer blanket protections on all disclosures or responses to discovery and the protection it affords extends only to the limited information or items that are entitled under the applicable legal principles to treatment as confidential. The Protective Order will contain the following terms and conditions: 1. Proceedings and Information Governed. This Protective Order will govern any document, information, or other thing furnished or produced by any party, including thirdparties, to any other party in connection with this action that might reveal confidential information, including, but not limited to, deposition testimony, discovery responses, or other documents concerning third-party records, including names, addresses, phone numbers, Social Security numbers, dates of birth, places of employment, and bank account information; and financial information. The information protected includes, but is not limited to, information contained in responses to requests for production of documents; responses to form or special interrogatories; responses to requests for admissions; deposition testimony and exhibits; and all copies, summaries, memorandum reports and portions of the foregoing. 2. Confidential Information or Material Defined. For purposes of this Protective Order, Confidential Material shall mean financial information of the Parties or third parties (including, but not limited to, credit card numbers; bank account information, including account numbers; private personal information, including, but not limited to, dates of birth, places of

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employment, Social Security numbers, addresses and telephone numbers, drivers license numbers, names of family members, and personal friends who are not Club members); and any documents, material, or information related to: audits, projections, budgets, profits and losses, loan agreements, employment contracts, severance payments, contracts for management and/or consulting services, draws, purchase orders, invoices, statements, dividends, payments made by or to any of the Parties, renovation and/or redevelopment of the Valley Club, future development concepts for Cordillera Golf Club, LLC, and trade secrets). Confidential Material may be revealed through: disclosures pursuant to Federal Rules of Civil Procedure 26, 30, 31, 33, 34, 35, 36 or 45made applicable to this matter under the Federal Rules of Bankruptcy Procedure. productions pursuant to the order of a court of competent jurisdiction; or statements in pleadings or other judicial filings that reference any of the foregoing. While a Party may designate previously produced information as Confidential under this provision, the Parties recognize that such materials may already have been disseminated in a manner inconsistent with this Protective Order or may already have been independently provided by the producing/designating Party to a third-party. The Parties shall have no obligation to attempt to locate and retrieve such documents and shall not be found or held to be in violation of this Protective Order as a result of actions that occurred prior to the entry of the Order. Notwithstanding this, the Parties shall use and treat Confidential Material consistent with this Order following the materials designation as such pursuant to this Order. These categories are illustrative but not exhaustive. Confidential Material is entitled to protection under F.R.C.P. 26(c). (a) Requesting Party shall mean any Party requesting documents or information pursuant to F.R.C.P. 26(a), conducting a deposition pursuant to F.R.C.P. 30-31, propounding interrogatories pursuant to F.R.C.P. 33, requesting the production of documents pursuant to F.R.C.P. 34 or pursuant to a subpoena duces tecum served upon any person or entity in this proceeding, and/or otherwise seeking discovery herein. (b) Producing Party shall mean any person or entity on whom a discovery request, in whatever form, has been propounded in this action. (c) Party or Parties shall mean the named parties in this proceeding.

3. Designation of Confidential Material. In responding to discovery propounded herein, any party may designate any confidential or proprietary document, material, or information of that designating party produced by it as Confidential Material. In the case of documents, such designation shall be made by stamping the phrase Confidential if the document is Confidential Material on all pages of any document so designated, in a conspicuous place. For documents previously produced, a Party may designate the document as Confidential by designating the document in writing to the opposing Party. In such event, the document shall be deemed to be Confidential under this Protective Order from the date that document is designated as Confidential. For any documents that have been previously filed with a Court, the Parties shall confer to determine whether such documents or parts of such documents should be treated as confidential. If the Parties agree that Confidential Material was publicly filed in error, the Parties will take steps to remedy such error. In the case of deposition testimony, such designation shall be made by identifying on the record those portions of the

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transcript designated as Confidential Material. Machine readable media and other nondocumentary material shall be designated as Confidential Material by some suitable and conspicuous means, given the form of the particular embodiment. Inadvertent failure to designate material as Confidential at the time of production may be remedied at any time thereafter by supplemental written notice. The designation of material as Confidential Material, in the manner described hereunder, shall constitute a certification by the attorney making such designation that he or she in good faith believes the material to be entitled to protection under F.R.C.P. 26(c). 4. Challenges to Designations of Confidential Material. Nothing in this Protective Order constitutes a finding or admission that any Confidential Material or information is in fact confidential, proprietary or otherwise not subject to disclosure. Any Party desiring to challenge a designation of Confidential Material under this paragraph may do so by contacting counsel for the designating party in writing, and attempting to resolve any dispute by mutual agreement. In the event that the parties cannot resolve their dispute as to such designation of allegedly confidential material, the Requesting Party may file a motion for disclosure regarding the information within 10 days after communication of the notice from the Requesting Party. If the Requesting Party files such a motion, the Requesting Party shall continue to protect the information until the court rules on the motion. If the Requesting Party fails to file a motion within 10 days of notice, the Requesting Party shall have further obligation to preserve the confidentiality of the information until further order of the Court. While the Requesting Party may file a motion for disclosure, the party designating the material as Confidential shall have the burden of proving that such information is confidential under the laws of Colorado or federal laws. As stated above, this Protective Order does not confer blanket protections on all disclosures or responses to discovery and the protection it affords extends only to the limited information or items that are entitled under the applicable legal principles to treatment as confidential. 5. Treatment of Confidential Material. All documents, material, and information designated as Confidential Material under paragraph 2 shall be treated in accordance with the provisions of this Order until such designation has been released by the party making it or by order of the Court. 6. Disclosure of Confidential Material. Except as set forth herein, neither the contents nor the substance of Confidential Material may be disclosed to anyone other than the Court provided that such materials are marked Confidential pursuant to this Protective Order and filed under seal, the parties and their current or former employees with disclosure to employees limited to those employees or former employees deemed by counsel reasonably necessary to assist with the lawsuit, the law firms who represent the Parties, vendors retained by the law firms for copying and other similar services, court reporters performing services in connection with this lawsuit, and expert consultants who assist the law firms in their analysis of the evidence and presentation of the case. For purposes of the preceding sentence the Parties does not include members of Plaintiffs class in the Class Action Lawsuit pending in District Court for Eagle County, Colorado, case number 2011 CV 552, other than the Member Representatives who are the Movants on the Trustee Motion.

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7. Disclosure of Confidential Material to Outside Experts, Consultants or Former Employees. Upon the good faith determination by an attorney representing a Party or by a Party that he needs to consult former employees or experts or consultants who have been retained for the purpose of this proceeding, Confidential Material may be disclosed to such persons provided, that prior to disclosure of any Confidential Material to such person, such person shall sign a Statement Regarding Confidentiality in the form attached hereto as Exhibit A, stating the signatorys full name, address, and present employer, and acknowledging his or her understanding of the terms of this Protective Order and his or her agreement to be bound by its terms. Each such signed statement shall be retained by the attorney or Party disclosing any Confidential Material pursuant to this paragraph 7. 8. Use of Confidential Material. Any per son who receives or is afforded access to any Confidential Material pursuant to the provisions of this Protective Order shall neither use nor disclose said Confidential Material for any purpose other than the purposes of preparation for and conduct of this proceeding. Nothing contained herein shall preclude any party from using its own documents, material and information in any manner it deems appropriate, nor shall anything contained herein preclude use of documents, material and information already in the possession of a party or that has been previously publicly disclosed. 9. Trial and Public Proceedings. Confidential Materials and the information in them may be used as is reasonably determined to be necessary in any court proceeding in this case, including depositions, hearings and trial, subject to the rules of evidence, the Federal Rules of Civil Procedure, the Federal Rules of Bankruptcy Procedure and any other applicable law. Such information shall not lose its confidential status through such use, and the Parties shall take reasonable steps to protect the confidentiality of such information during its use. Prior to the use of any Confidential Material in a proceeding open to the public, the Party intending to use Confidential Material shall give the Party producing such Confidential Material at least five (5) days notice such that the Parties may reach an agreement upon what actions may be taken to preserve confidentiality of the Confidential Material or the producing Party may object to the publication of the Confidential Material. 10. Deposition Testimony. Information disclosed at depositions taken in this Lawsuit may be designated as Confidential Material by the party disclosing such information by indicating on the record at the deposition that the testimony contains Confidential Material or by providing written notice to opposing counsel of the intent to designate such information as confidential within ten (10) days of receiving the transcript of the deposition. The designated testimony shall be marked as confidential and sealed by the court reporter and treated as Confidential Material under the terms of this Order. 11. Retention of Privilege. Nothing herein shall in any respect constitute a waiver of any attorney-client, work product, or common interest privilege of any party, nor does any provision herein affect the right of any party to contest any assertion or finding of confidentiality or privilege, and/or to appeal any adverse determination of the Court regarding said confidentiality or privilege.

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12. Scope of F.R.C.P. 26. Nothing contained herein is intended to broaden the scope of information that would be entitled to protection under F.R.C.P. 26. 13. Modification. Each Party reserves the right to move to modify the terms of this Protective Order for good cause, and the Court can modify the Protective Order at any time. 14. Retained Jurisdiction. The Court retains jurisdiction subsequent to settlement or entry of judgment to enforce the terms of this Order and the terms of this Protective Order shall remain in effect after the termination of this litigation. 15. Termination of Action. Within forty-five (45) days of termination of this action, including all appeals, counsel for Parties in possession of Confidential Material shall cause all such Confidential Material and Restricted Confidential Material produced in this action by an opposing party, including copies, extracts and summaries, to be destroyed or returned to counsel for the Producing Party. Counsel for the Requesting Party or the Requesting Party shall certify to the Producing Party in writing that it has fulfilled the obligations imposed by this paragraph. Notwithstanding this provision, each counsel may keep one set of all documents produced in the litigation as may be required by counsels record retention policy. Documents retained by counsel shall be destroyed as soon as permitted by counsels record retention policy. 16. Inadvertent Disclosure. Any inadvertent disclosure or production of Confidential Material without designating it as Confidential, or of documents protected by the attorney-client privilege, common interest privilege, or work-product protection, will not constitute a waiver of any available privilege or protection by the disclosing party. (a). In the event that the receiving party discovers that it has received Confidential Material that was not designated as Confidential, or attorney-client privileged, common interest privileged, or work-product protected documents, it will bring that fact to the attention of the producing party immediately upon discovery. (b). Upon the request of the producing party, the receiving party will promptly return to the producing party any attorney-client privilege, common interest privilege, or work-productprotected document and any copies that the receiving party may have made. (c).Upon discovery of any inadvertent disclosure or production of Confidential Material without it having been designated as Confidential, the producing party shall have the right to designate such documents or information as Confidential by notifying requesting party of the specific information or documents that it is designating as Confidential. After such designation by the producing party, all such information later designated as Confidential following any inadvertent disclosure shall be subject to the full protections of this order as if designated Confidential when originally disclosed or produced. (d). Upon the request of the producing party, the receiving party will promptly disclose the names of any individuals who have read or have had access to the inadvertently disclosed

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Confidential Material or attorney-client privileged, common interest privileged, or work-productprotected document or information. (e). No such inadvertently produced or disclosed Confidential Information or attorneyclient privileged, common interest privileged, or work-product-protected document may be used for any purpose other than Confidential Information being used consistent with this Protective Order or all documents used consistent with any other order of the Court. (f). If either party must seek judicial enforcement of this agreement, the costs and reasonable attorneys fees of the party seeking enforcement will be paid by the party against whom such enforcement must be sought, but only if the court finds the existence of a valid privilege and grants enforcement of this agreement by ordering the return and non-evidentiary use of the produced document. IT IS SO ORDERED Dated this _____ day of ______________, 2012. BY THE COURT:

____________________________________ United States Bankruptcy Court

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EXHIBIT A I, ______________________________________, state that: 1. 2. 3. 4. My address is _________________________________________________________. My present employer is _________________________________________________. My present occupation or job description is _________________________________. I have received a copy of the Protective Order in In re Cordillera Golf Club, LLC dba

The Club at Cordillera, Case No. 12-24882 ABC in the United States Bankruptcy Court, District of Colorado. 5. I have carefully read and understand the provisions of the Protective Order. I will

comply with all of the provisions, including holding in confidence and not disclosing to any not qualified under the Protective Order, any Confidential Information. 6. I further agree that any documents, materials, or information furnished to me will be used

by me only for the purposes of this litigation and for no other purposes, and will not be used by me in any business affairs of my employer or of my own or be imparted by me to any other person and will be returned to the person who furnished such documents, materials or information to me. 7. I hereby consent to be subject to personal jurisdiction before the above-entitled Court

with respect to any proceeding relative to the enforcement of the Protective Order.

_______________________________________ Signature Date: __________________________________

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