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 1OS(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 ofthe 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 II 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 defined 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~

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, 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 of prepetition Taxes and Fees will be held on

~ l(' 27 , 2012 at j: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 2*7, 2012