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)

Hearing Date: July 27, 2012 at 1:00 p.m. (ET) Obj. Deadline: July 13, 2012 at 4:00 p.m. (ET) Docket Ref. Nos. 6 and 42

NOTICE OF ENTRY OF ORDER AND FINAL HEARING ON DEBTORS MOTION FOR ORDER PURSUANT TO SECTIONS 105(A), 363(B), 541, AND 507(A)(8) OF THE BANKRUPTCY CODE AUTHORIZING (I) PAYMENT OF CERTAIN PREPETITION TAXES AND FEES, AND (II) FINANCIAL INSTITUTIONS TO PROCESS AND CASH RELATED CHECKS AND TRANSFERS TO: (A) THE OFFICE OF THE UNITED STATES TRUSTEE; (B) THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION; (C) THE OFFICE FO THE UNITED STATES ATTORNEY FOR THE DISTRICT OF DELAWARE; (D) THE INTERNAL REVENUE SERVICE; (E) THE DEBTORS TWENTY (20) LARGEST UNSECURED CREDITORS; (F) THE DEBTORS CASH MANAGEMENT BANKS; (G) COUNSEL TO PREPETITION SECURED LENDERS; (H) COUNSEL TO PROPOSED POSTPETITION SECURED LENDER; AND (I) ALL PARTIES THAT HAVE REQUESTED NOTICE PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2002 PLEASE TAKE NOTICE that on June 26, 2012, the above-captioned debtor and debtor in possession (the Debtor) filed the Debtors Motion for Order Pursuant to Sections 105(a), 363(b), 541, and 507(a)(8) of the Bankruptcy Code Authorizing (I) Payment of Certain Prepetition Taxes and Fees, and (II) Financial Institutions to Process and Cash Related Checks and Transfers [Docket No. 6] (the Taxes Motion), a copy of which is annexed hereto as Exhibit A. PLEASE TAKE FURTHER NOTICE that on June 27, 2012, the United States Bankruptcy Court for the District of Delaware (the Court) entered an order [Docket No. 42] (the Order) granting, in part, the relief requested in the Taxes Motion, subject to the Debtors
The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
1

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right to seek the remainder of the relief requested in the Motion with respect to the Real Property Tax at a final hearing. A copy of the Order is annexed hereto as Exhibit B. PLEASE TAKE FURTHER NOTICE that objections to the entry of the order, granting the relief requested on a final basis solely as it relates to the payment related to the Real Property Tax, must be filed on or before July 13, 2012 at 4:00 p.m. (ET) (the Objection Deadline) with the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 Market Street, Wilmington, Delaware 19801. At the same time, you must serve a copy of the response(s) upon the undersigned proposed counsel to the Debtor so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A FINAL HEARING ON THE TAXES MOTION, SOLELY AS IT RELATES TO THE REAL PROPERTY TAX, WILL BE HELD ON JULY 27, 2012 AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE 19801. PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTIONS TO THE TAXES MOTION ARE TIMELY FILED, SERVED, AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN CONNECTION WITH THE TAXES MOTION, ON A FINAL BASIS, WITHOUT FURTHER NOTICE OR HEARING.

2
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Dated: Wilmington, Delaware June 28, 2012

FOLEY & LARDNER LLP Christopher Celentino Erika Moribita Mikel Bistrow 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -andYOUNG CONAWAY STARGATT & TAYLOR, LLP

/s/ Donald J. Bowman, Jr. Michael R. Nestor (No. 3526) Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Kenneth J. Enos (No. 4544) 1000 N. King Street Rodney Square Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253

Proposed Counsel for Debtor and Debtor in Possession

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EXHIBIT A Taxes Motion

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Inre: Cordillera Golf Club, LLC, 1 dba The Club at Cordillera, Debtor.

Chapter 11 Case No. 12-11893 L_)

DEBTOR'S MOTION FOR ORDER PURSUANT TO SECTIONS lOS(a), 363(b), 541, AND 507(a)(8) OF THE BANKRUPTCY CODE AUTHORIZING (I) PAYMENT OF CERTAIN PREPETITION TAXES AND FEES, AND (II) FINANCIAL INSTITUTIONS TO PROCESS AND CASH RELATED CHECKS AND TRANSFERS Cordillera Golf Club, LLC, the debtor and debtor in possession in the abovecaptioned case (the "Debtor"), by and through its proposed undersigned counsel, hereby moves this Court (the "Motion") for entry of an order substantially in the form attached hereto as Exhibit A (the "Order"), pursuant to sections 105(a), 363(b), 541, and 507(a)(8) of Title 11 of the United States Code (the "Bankruptcy Code"), (i) authorizing, but not requiring, the Debtor to remit and pay sales and use, income and franchise, property, unemployment taxes and fees, in its discretion, that it deems necessary to various federal, state, county and city taxing and licensing authorities (the "Authorities"); and (ii) authorizing fmancial institutions to receive, process and honor all checks and electronic payment requests relating to the foregoing. The facts and circumstances supporting this Motion are set forth in the concurrently filed Declaration of

DanielL. Fitchett in support of Chapter 11 Petitions and First Day Relief(the "First Day
Declaration"). In further support of this Motion, the Debtor respectfully states as follows:

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.

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JURISDICTION
1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334 and the Amended Standing Order ofReference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and the Court may enter a fmal order consistent with Article III of the United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory and legal predicates for the relief requested herein are sections 105(a), 363(b), 541, and 507(a)(8) of the Bankruptcy Code.

BACKGROUND
2. On the date hereof (the "Petition Date"), the Debtor filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. Concurrently with this Motion, the Debtor has also filed motions or applications seeking certain "first day" relief. 3. The Debtor has continued in possession of its properties and has continued

to operate and maintain its business as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. No request has been made for the appointment of a trustee or examiner

and no official committee has been established in this case. 5. Additional information about the Debtor's business and the events leading

up to the Petition Date can be found in the First Day Declaration, which is incorporated herein by reference.

RELIEF REQUESTED
6. In the ordinary course of business, the Debtor incurs or collects and remits

certain taxes including sales and use, income, property, unemployment and miscellaneous taxes

01:1221033 7.8

in the operation of its business (the "Taxes"). In addition, the Debtor also pay certain fees for licenses, permits, and similar assessments-including business licenses, liquor licenses, and food licenses-necessary to operate its business (the "Fees"). The Debtor remits such Taxes and Fees to various state and local taxing, licensing, and other governmental Authorities. The Taxes and Fees are paid monthly, quarterly, or annually to the respective Authorities, depending on the given Tax or Fee and the relevant Authority to which they are paid. In addition, from time to time, the Taxes and Fees may be subject to an audit performed by the relevant authority for prior tax periods (each an "Audit") and the relevant authority may determine that additional amounts may be due as a result of such Audit (each an "Audit Amount"). 7.
2

The Debtor seeks authority to pay any Taxes and Fees that were accrued

prepetition but were not in fact paid or processed prepetition, or were paid prepetition in an amount less than is actually owed, including any Audit Amount, or to the extent any such payments made prepetition were rejected, lost or otherwise not received in full by any Authority. Further, there may be Taxes or Fees incurred or collected from sales and services provided prepetition that will come due shortly after the filing, which the Debtor seeks authority to pay pursuant to this Motion. Finally, to the extent that any checks, drafts, deposits or transfers issued or initiated by the Debtor on account of prepetition Taxes or Fees have not cleared as of the Petition Date, the Debtor also seeks an order directing banks and other fmancial institutions to honor and process such payments.

References to Taxes and Fees herein shall be construed to include Audit Amounts, unless the context requires otherwise.

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8.

The Debtor estimates that outstanding prepetition liabilities owing to the

3

various Authorities for Taxes and Fees will not exceed approximately $[475,000.00] exclusive of any Taxes and Fees that may have been paid prior to Petition Date but had not cleared as of the Petition Date, and any Audit Amounts. Some, if not all, of the Authorities may initiate an Audit of the Debtor ifthe Taxes and Fees are not paid on time. Such Audits will unnecessarily divert the Debtor's attention away from the reorganization process and result in unnecessary expenses. Moreover, if the Debtor does not pay such amounts in a timely manner, the Authorities may attempt to suspend the Debtor's operations, file liens, seek to lift the automatic stay, seek payment from the Debtor's directors and officers, and pursue other remedies that will materially and immediately harm the estate. Moreover, many of the outstanding tax liabilities are for trust fund Taxes that the Debtor has collected and holds in trust for the benefit of the Authorities. Therefore, such funds do not constitute property of this estate and could not otherwise be used by the estate. 9.
In summary, the Debtor's failure to pay the Taxes and Fees could have a

material adverse impact on its ability to operate in the ordinary course of business, and thus impede the goals of this chapter 11 process, to the detriment of all constituents. Therefore, the Debtor seeks authority to pay, in its sole discretion, the Taxes and Fees, including any penalties and interest thereon, if any, and any Audit Amounts resulting from Audits of prepetition Taxes and Fees, to the relevant Authorities in the ordinary course of business.

The real estate tax ofapproxlln.ately $431,000 is under appeal and will not be paid absent further Court order.

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BASIS FOR RELIEF A. The Court Should Permit the Debtor, in its Discretion, to Pay Taxes. 10. There are several reasons for granting the relief requested herein. First, a

portion or all of the Taxes and Fees may be entitled to priority status under section 507(a)(8) of the Bankruptcy Code and, therefore, must be paid in full under any chapter 11 plan before any of the Debtor's general unsecured obligated may be satisfied. See 11 U.S.C. 1129(a)(9)(c). Thus, the Debtor submits that the payment of the Taxes and Fees will likely affect only the timing of the payments and not the amounts that would ultimately be received by the applicable Authorities. Further, paying such Taxes and Fees will give the Authorities no more than that to which they otherwise are entitled under a chapter 11 plan, and will save the Debtor the potential interest expense (and penalties) that might otherwise accrue.
11.

Second, certain Authorities might assert that the Taxes are so-called "trust

fund" taxes that the Debtor is required to collect from third parties and hold in trust for the benefit of such Authorities. To the extent that the Debtor collects sales, use and other Taxes on behalf of the Authorities, such Taxes may not constitute property of the Debtor's estate. See Begier v. Internal Revenue Service, 496 U.S. 53, 57-60 (1990) (holding that any prepetition payment of trust fund taxes is not an avoidable preference because such funds are not property of the debtor's estate). As a consequence, the Debtor would not have an equitable interest in such Taxes, and assuming they could be adequately identified and traced, such amounts would not constitute property of the Debtor's estate and would not be subject to the automatic stay. See City ofFarrell v. Sharon Steel Corp., 41 F.3d 92, 95 (3d Cir. 1994). Accordingly, because the Debtor has no equitable interest in these trust fund Taxes, payment does not prejudice the rights

01:12210337.8

of any of the Debtor's other creditors. See 11 U.S.C. 541 (d). The Debtor should therefore be able to pay any Taxes that constitute trust fund taxes as they become due and payable. 12. Third, even if some of the Taxes would not ordinarily be considered "trust

fund" taxes in a particular jurisdiction, sections 105(a) and 363(b) of the Bankruptcy Code authorize the requested relief. Section 105(a) of the Bankruptcy Code allows the Court to "issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code.]" 11 U.S.C. 105(a). It permits a bankruptcy court to take whatever action "is appropriate or necessary in aid of the exercise of its jurisdiction." 2 Collier on Bankruptcy ,-[ 105.01, at 105-5 (16th ed. rev. 2011). Similarly, section 363(b)(1) ofthe Bankruptcy Code authorizes a debtor to use property of the estate other than in the ordinary course of business after notice and a hearing. 11 U.S. C. 363(b)(1 ). 13. The well-settled "necessity of payment" doctrine also supports the

requested relief. This rule authorizes postpetition payment of prepetition obligations where necessary to preserve or enhance the value of a debtor's estate for the benefit of all creditors.
See,~,

Miltenberger v. Logansport, C. & S.W. Ry. Co., 106 U.S. 286, 311 (1882) (articulating

legal theory later termed the "doctrine of necessity" or the '"necessity of payment' doctrine" and holding that payment of pre-receivership claim prior to reorganization permitted to prevent stoppage of crucial business relations); In re Boston and Me. Corp., 634 F.2d 1359, 1382 (1st Cir. 1980) (recognizing the existence of a judicial power to authorize trustees to pay claims for goods and services that are indispensably necessary to the debtors' continued operation); Southern Ry. Co. v. Flournoy, 301 F.2d 847, 852 (4th Cir. 1962) ("The principle of necessity of payment [espoused in Miltenberger] has since been carried into different factual surroundings as the basis for granting superiority to business-operating accounts."); In re Just For Feet, Inc.,

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242 B.R. 821, 824 (D. DeL 1999) (granting approval to pay prepetition claims of certain trade vendors which were critical to the debtors' reorganization); In re Columbia Gas Sys., Inc., 171 B.R. 189, 191-92 (Bankr. D. DeL 1994) (noting that debtors may pay prepetition claims that are essential to continued operation of business); cf. Mich. Bureau of Workers' Disability Comp. v. Chateaugay Corp. (In re Chateaugay Corp.), 80 B.R. 279, 288 (S.D.N.Y. 1987) (approving lower court order authorizing payment of prepetition wages, salaries, expenses and benefits). 14. Debtors frequently invoke the necessity of payment doctrine early in a

reorganization case when preservation of the estate proves most critical and often extremely difficult. For that reason, bankruptcy courts routinely invoke their equitable powers to authorize a debtor to pay certain critical prepetition claims under section 105(a) if"authorizing the payment of the prepetition debt creates 'the greatest likelihood of ... payment of creditors in full or at least proportionately.'" In re Structurelite Plastics Corp., 86 B.R. 922, 932 (Bankr. S.D. Ohio 1988); see also In re Eagle-Picher Indus., Inc., 124 B.R. 1021, 1023 (Bankr. S.D. Ohio 1991) (stating that "to justify payment of a prepetition unsecured creditor, a debtor must show that the payment is necessary to avert a serious threat to the [c]hapter 11 process"); In re Ionosphere Clubs, Inc., 98 B.R. 174, 176 (Bankr. S.D.N.Y. 1989) ("necessity ofpayment" rule "recognizes the existence of the judicial power to authorize a debtor in a reorganization case to pay prepetition claims where such payment is essential to the continued operation of the debtor."). 15. Fourth, some states hold corporate officers personally liable for unpaid

sales, use and other taxes in certain circumstances. See,~, John F. Olsen, Director & Officer Liability: Indemnification and Insurance 3:21 (2003) ("some states hold corporate officers personally liable for any sales tax and penalty owed and not paid by the corporation regardless of

01:12210337.8

cause"). To the extent that any such "trust fund" taxes remain unpaid by the Debtor, its officers could be subject to lawsuits or criminal prosecution during the pendency of this chapter 11 case. Even the possibility of any such lawsuit or criminal prosecution would most certainly distract the Debtor and its officers from their efforts in this chapter 11 case. 16. Furthermore, in numerous chapter 11 cases, this Court has exercised its

equitable powers under section 105(a) of the Bankruptcy Code to authorize debtors to pay prepetition tax obligations in light of the foregoing considerations. See,~' In re WP Steel Venture LLC, Case No. 12-11661 (KJC) (Bankr. D. DeL June 1, 2012) (authorizing debtors to pay certain prepetition tax obligations}; In re Pemco World Air Services, Inc., Case No. 1210799 (MFW) (Bankr. D. DeL Mar. 6, 2012) (same); In re The PMI Group, Inc., Case No. 1113730 (BLS) (Bankr. D. DeL Feb Jan. 6, 2012) (same); In re SP Newsprint Holdings LLC, Case No. 11-13649 (CSS) (Bankr. D. DeL Nov. 17, 2011) (same); In re Los Angeles Dodgers, LLC, Case No. 11-12010 (KG) (Bankr. D. DeL June 28, 2011) (same); In re Summit Business Media Holding Co., Case No. 11-10231 (PJW) (Bankr. D. DeL Jan. 28, 2011) (same). For these reasons, the Debtor submits that the relief requested herein is in the best interests of the Debtor, its estate, and creditors and, therefore, should be granted.
B.

The Court Should Authorize the Debtor's Banks and Financial Institutions to Honor the Debtor's Tax Payments.
17. The Debtor also requests that the Court authorize the Debtor's banks and

financial institutions, when requested by the Debtor in its sole discretion, to process, honor, and pay any and all checks or electronic fund transfers drawn on the Debtor's bank accounts to pay all prepetition obligations described herein, whether such checks or other requests were submitted prior to or after the Petition Date. The Debtor further requests that all such banks and

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financial institutions be authorized to rely on the Debtor's designation of any particular check or electronic payment request as approved pursuant to this Motion. 18. Nothing in this Motion should be construed as impairing the Debtor's

right to contest the amount of any Taxes and Fees that the Debtor may owe to any Authority, and the Debtor expressly reserves all of its rights with respect thereto. 19. Any delay in paying the obligations relating to the Taxes and Fees would

be detrimental to the Debtor, its creditors, and its estate. Indeed, the Debtor's ability to manage and run its business operations with as little disruption as possible requires, in part, that it remain in good stead with its taxing and licensure obligations. 20. For the foregoing reasons, the Debtor believes that granting the relief

requested herein is appropriate and in the best interests of its estate and creditors. 21. The Debtor further submits that because the relief requested in this Motion

is necessary to avoid immediate and irreparable harm to the Debtor, for the reasons set forth herein, Bankruptcy Rule 6003 has been satisfied. 22. To the extent Fed. R. Bankr. P. 6004(h) is applicable to the Motion, the

Debtor also seeks a waiver of the fourteen-day stay under Fed. R. Bankr. P. 6004(h). NOTICE 23. Notice ofthis Motion has been provided to: (i) the Office ofthe United

States Trustee; (ii) the United States Securities and Exchange Commission; (iii) the Office of the United States Attorney for the District of Delaware; (iv) the Internal Revenue Service; (v) the Debtor's twenty (20) largest unsecured creditors; (vi) the Debtor's cash management banks, (vii) counsel to prepetition secured lenders, and (viii) counsel to proposed post-petition secured lender. Notice of this Motion and any order entered hereon will be served in accordance with

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Local Rule 9013-l(m). In light of the nature of the relief requested herein, the Debtor submits that no other or further notice is necessary.

NO PRIOR REQUEST
24. or any other Court. The Debtor has not previously sought the relief requested herein from this

{Remainder ofPage Intentionally Left Blank}

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10

WHEREFORE, the Debtor respectfully seeks entry of an order substantially in the form attached hereto as Exhibit A, authorizing the requested relief and such other and further relief as it deems just and proper. Dated: Wilmington, Delaware June 26, 2012 FOLEY & LARDNER LLP Christopher Celentino Erika Moribita Mikel Bistrow Pro Hac Vice Motions Pending 402 West Broadway, Suite 2100 San Diego, California92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -andYOUNG CONAWAY STARGATT & TAYLO , LLP

Michael R. Nest (No. 3526) Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Kenneth J. Enos (No. 4544) 1000 N. King Street Rodney Square Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Proposed Counsel for Debtor and Debtor in Possession

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11

EXHIBIT A
Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Inre: Cordillera Golf Club, LLC, 1 dba The Club at Cordillera, Debtor.

Chapter 11 Case No. 12-11893 L_)

Ref. Docket No.

ORDER PURSUANT TO SECTIONS lOS(a), 363(b), 541, AND 507(a)(8) OF THE BANKRUPTCY CODE AUTHORIZING (I) PAYMENT OF CERTAIN PREPETITION TAXES AND FEES, AND (II) FINANCIAL INSTITUTIONS TO PROCESS AND CASH RELATED CHECKS AND TRANSFERS Upon the Motion2 of the debtor and debtor in possession in the above-captioned case (the "Debtor") for entry of an order pursuant to sections 105(a), 363(b), 541, and 507(a)(8) of title 11 of the United States Code (the "Bankruptcy Code") (i) authorizing the Debtor to pay prepetition taxes and fees, including but not limited to, sales and use, income and franchise, property, unemployment taxes and other Taxes and Fees necessary to operate its businesses, including, but not limited to, any taxes subsequently determined upon audit to be owed for the periods prior to the commencement of the Debtor's chapter 11 case, to various U.S., state, county and city taxing and licensing authorities (the "Authorities"), and (ii) authorizing the Debtor's banks and fmancial institutions (the "Banks"), when requested by the Debtor in its sole discretion, to process, honor, and pay any and all checks and electronic fund transfers related to the prepetition Taxes, all as more fully described in the Motion; 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

1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: :X:XXX:Xl317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 2

All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Motion.

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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 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: I. 2. The Motion is granted. The Debtor is authorized, but not directed, in its sole discretion, to pay, in

the ordinary course of its business, all prepetition Taxes and Fees relating to the period prior to the commencement of its chapter 11 case (the "Petition Date"), including all those Taxes and Fees subsequently determined upon audit, or otherwise, to be owed for periods prior to the Petition Date, to the Authorities, up to an aggregate maximum amount of$475,000.00. 3. The Debtor's Banks shall be, and hereby are, authorized, when requested

by the Debtor in its sole discretion, to process, honor, and pay any and all checks or electronic fund transfers drawn on the Debtor's bank accounts to pay all prepetition Taxes and Fees owed to the Authorities, whether those checks were presented prior to or after the Petition Date, provided that sufficient funds are available in the applicable accounts to make the payments. 4. The Debtor's Banks may rely on the representations of the Debtor with

respect to whether any check or other transfer drawn or issued by the Debtor prior to the Petition Date should be honored pursuant to this Order, and any such Bank shall not have any liability to any party for relying on such representations by the Debtor as provided for in this Order.

01:12210337.8

5.

Nothing in the Motion or this Order shall be construed as impairing the

Debtor's right to contest the validity or amount of any Taxes and Fees allegedly due or owing to any Authorities, and all of the Debtor's rights with respect thereto are hereby reserved. 6. Notwithstanding any applicability of Bankruptcy Rule 6004(h), the terms

and conditions of this Order shall be immediately effective and enforceable upon its entry. 7. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied

because the relief in the Motion is necessary to avoid immediate and irreparable harm. 8. This Court shall retain jurisdiction with respect to all matters arising from

or related to the implementation and/or interpretation of this Order. Dated: Wilmington, Delaware June _ _, 2012

United States Bankruptcy Judge

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EXHIBIT B
Order

01:12240632.1

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. 6

ORDER PURSUANT TO SECTIONS lOS(a), 363(b), 541, AND 507(a)(8) OF THE BANKRUPTCY CODE AUTHORIZING (I) PAYMENT OF CERTAIN PREPETITION TAXES AND FEES, AND (II) FINANCIAL INSTITUTIONS TO PROCESS AND CASH RELATED CHECKS AND TRANSFERS Upon the Motion2 of the debtor and debtor in possession in the above-captioned case (the "Debtor") for entry of an order pursuant to sections lOS(a), 363(b), 541, and 507(a)(8) of title 11 of the United States Code (the "Bankruptcy Code") (i) authorizing the Debtor to pay prepetition taxes and fees, including but not limited to, sales and use, income and franchise, property, unemployment taxes and other Taxes and Fees necessary to operate its businesses, including, but not limited to, any taxes subsequently determined upon audit to be owed for the periods prior to the commencement of the Debtor's chapter 11 case, to various U.S., state, county and city taxing and licensing authorities (the "Authorities"), and (ii) authorizing the Debtor's banks and financial institutions (the "Banks"), when requested by the Debtor in its sole discretion, to process, honor, and pay any and all checks and electronic fund transfers related to the prepetition Taxes, all as more fully described in the Motion; 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
1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
2

All capitalized terms used and not defmed herein shall have the meanings ascribed to them in the Motion.

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 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. 2. The Motion is granted, to the extent set forth herein. The Debtor is authorized, but not directed, in its sole discretion, to pay, in

the ordinary course of its business, all prepetition Taxes and Fees relating to the period prior to the commencement of its chapter 11 case (the "Petition Date"), including all those Taxes and Fees subsequently determined upon audit, or otherwise, to be owed for periods prior to the Petition Date, to the Authorities, up to an aggregate maximum amount of $44,000.00, provided, however, unless objections are filed with this Court by~

ly 13

, 2012 at 4:00p.m.

(ET) (the "Objection Deadline") and served upon the Debtor's counsel, the Debtors shall be authorized to pay all Prepetition Taxes and Fees up to an aggregate maximum amount of $475,000.00, provided further, that to the extent that an objection is filed by the Objection Deadline, a final hearing with respect to the payment ofprepetition Taxes and Fees will be held on

~ ljL 27 , 2012 at /=t?D -f-M. (ET).

3. The Debtor's Banks shall be, and hereby are, authorized, when requested

by the Debtor in its sole discretion, to process, honor, and pay any and all checks or electronic fund transfers drawn on the Debtor's bank accounts to pay all prepetition Taxes and Fees owed

to the Authorities, whether those checks were presented prior to or after the Petition Date, provided that sufficient funds are available in the applicable accounts to make the payments. 4. The Debtor's Banks may rely on the representations of the Debtor with

respect to whether any check or other transfer drawn or issued by the Debtor prior to the Petition Date should be honored pursuant to this Order, and any such Bank shall not have any liability to any party for relying on such representations by the Debtor as provided for in this Order. 5. Nothing in the Motion or this Order shall be construed as impairing the

Debtor's right to contest the validity or amount of any Taxes and Fees allegedly due or owing to any Authorities, and all of the Debtor's rights with respect thereto are hereby reserved. 6. Notwithstanding any applicability of Bankruptcy Rule 6004(h), the terms

and conditions of this Order shall be immediately effective and enforceable upon its entry. 7. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied

because the relief in the Motion is necessary to avoid immediate and irreparable harm. 8. This Court shall retain jurisdiction with respect to all matters arising from

or related to the implementation and/or interpretation of this Order. Dated: Wilmington, Delaware June ,_-...,, 2012