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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. STIPULATION FOR PROTECTIVE ORDER AMONG THE DEBTOR, ALPINE BANK, AND THE OCC GOVERNING DESIGNATION AND USE OF CONFIDENTIAL MATERIAL IN REGARD DEBTOR'S MOTION FOR FINAL ORDER APPROVING DEBTOR-IN-POSSESSION FINANCING, USE OF CASH COLLATERAL AND ADEQUATE PROTECTION [DOCKET NO. 402], AND MOTION TO APPOINT CHAPTER 11 TRUSTEE [DOCKET NO. 235], THE OCCS JOINDER [DOCKET NO. 341], AND DEBTORS OBJECTION THERETO [DOCKET NOS. 343 & 348] Debtor and Debtor-in-Possession Cordillera Golf Club, LLC dba The Club at Cordillera (the Debtor), Alpine Bank (Alpine), and the Official Committee of Unsecured Creditors (the OCC) (the Debtor, the OCC and Alpine, together with such other persons or entities agreeing to be bound hereby, shall be collectively referred to herein as the Stipulating Party or Stipulating Parties) believing there is good cause for this Protective Order in connection with the above-referenced Motion to Appoint Chapter 11 Trustee and Motion to Approve DIP Financing (collectively, the Action) because discovery in this Action is anticipated to involve the production of confidential and private information concerning, among other topics, trade secrets and other confidential commercial information, information that relates to third-party Club member records of Debtor, including names, addresses, phone numbers, Social Security numbers, dates of birth, and bank account information; and financial information, as provided for in Rule 26(c) of the Federal Rules of Civil Procedure, as incorporated in these proceedings by Rule 7026 of the Federal Rules of Bankruptcy Procedure. 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. Therefore, the Stipulating Parties consent to entry of a protective order pursuant to Rule 26(c) of the Federal Rules of Civil Procedure, as incorporated in proceedings by Rule 7026 of the Federal Rules of Bankruptcy Procedure, to protect such confidential information on the following terms: 1. Proceedings and Information Governed. This Protective Order will govern any document, information, or other thing furnished or produced by any Stipulating Party, including third-parties, to any other Stipulating Party in connection with this Action that might reveal confidential information, including, but not limited to, deposition testimony, discovery responses, or other documents which the Stipulating Parties or non-parties designate in good faith as CONFIDENTIAL (hereinafter Confidential Material) and is provided to one or more Stipulating Parties in discovery in the Action. The information protected includes, but is not Case No. 12-24882 ABC Chapter 11

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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 documents and information provided by a Producing Party, as defined below, that are not otherwise available: (a) publicly; or (b) from third parties not subject to any obligation to the Producing Party to maintain the confidentiality of the documents and information in their possession. A Producing Party may designate any information it produces during discovery, or otherwise discloses in the Action, as CONFIDENTIAL, if the Producing Party has a good faith belief that such information constitutes its (or that of another person to whom or which the Producing Party owes a duty of confidentiality) commercially sensitive or otherwise confidential information that should be protected from public dissemination and which the Producing Party would normally not reveal or would cause to be maintained in confidence if revealed including, but not limited to: (a) proprietary information, trade secrets or other confidential commercial information; or (b) non public information of a personal or private nature including, but not limited to, employee personnel files and confidential information regarding persons or entities that are not parties to the Action, or private personal information of club members. Confidential Material may be produced through: disclosures pursuant to Federal Rules of Civil Procedure 26, 30, 31, 33, 34, 35, 36 or 45 made applicable to this Action under the Federal Rules of Bankruptcy Procedure and other productions pursuant to the order of a court of competent jurisdiction. While a Stipulating Party may designate previously produced information as Confidential under this provision, the Stipulating 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 Stipulating Party to a third-party. The Stipulating 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. Additionally, this Courts Order granting Debtors Motion for Protective Order (Docket Entry 395) shall remain in full force and effect and nothing in this Stipulation shall be deemed to alter, amend, or modify in any way the protections provided for therein. The Stipulating Parties shall use and treat Confidential Material consistent with this Order following the materials designation as such pursuant to this Order. Confidential Material is entitled to protection under F.R.C.P. 26(c). (a) Requesting Party shall mean any Stipulating 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 in connection with the Action. (b) Producing Party shall mean any Stipulating Party on whom a discovery request, in whatever form, has been propounded in this action.

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3. Use of Confidential Material. Except as otherwise ordered by the Bankruptcy Court or other court of competent jurisdiction, Confidential Material shall be used by the Stipulating Parties to the Action solely in connection with the Action and not for any other purpose. 4. Designation of Confidential Material. In responding to discovery propounded herein, any Producing Party may in good faith designate any confidential or proprietary document, material, or information being produced by the Producing Party 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 Stipulating Party may designate the document as Confidential by designating the document in writing to the opposing Stipulating 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. In particular, Alpine has in its possession certain documents that were produced to it by the Debtor in connection with the anticipated contested hearing on a prior motion filed by Debtor to approve DIP financing from Southlight Trust I, a Delaware statutory trust, an affiliate of Northlight Financial, LLC. The Debtor withdrew that motion and commenced negotiations with Alpine which culminated in the loan that is the subject of the DIP Financing Motion set for hearing on September 17, 2012. Alpine has confirmed that the production was voluminous and made subject to an agreement that the documents remain confidential. The Debtor consents to Alpine providing those same documents to the OCC pursuant to the terms of this Protective Order and the OCC acknowledges that all such documents are being designated as Confidential Material, notwithstanding the lack of the legend on each document marking it "CONFIDENTIAL." If, after reviewing the documents in this category, the OCC believes that a particular document should not be designated as Confidential Material, it shall provide a copy of the document to Debtor's counsel and request the designation be removed. If the Debtor does not withdraw the designation then the Stipulating Parties shall proceed with the remedies provided for in this Protective Order. This category of documents shall be referred to as the (Prior DIP Financing Documents). For any documents that have been previously filed with a Court, the Stipulating Parties shall confer to determine whether such documents or parts of such documents should be treated as confidential. If the Stipulating Parties agree that Confidential Material was publicly filed in error, the Stipulating Parties will take good faith steps to attempt 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 and to the extent that the Prior DIP Financing Documents are sent in electronic format, they are hereby designated as Confidential Materials without further notice or physical designation. 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).

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5. Documents Previously Produced. With respect to documents already produced in the Action, the Producing Person shall, if possible, identify by Bates number the documents it is designating as Confidential Material pursuant to this Agreement, and the Receiving Parties and their counsel shall segregate the documents which have been identified and take steps necessary to assure compliance with the provisions of this Agreement. 6. Use of Information Designated as CONFIDENTIAL. Except as otherwise provided in this Order, information designated as CONFIDENTIAL may not be given, shown, or disclosed to any person other than: (a) outside counsel for the Receiving Party and all paralegal assistants, stenographic and clerical employees under the direct supervision of such counsel; (b) any person whose testimony is noticed to be taken, including non-party witnesses for purposes of the Action, provided that: (i) there is a reasonable basis for such disclosure; and (ii) such person may only be shown information designated as Confidential Material during or in preparation for his or her testimony and may not retain any such information; (c) persons who were authors of the Confidential Material, or previous recipients of the Confidential Material; (d) (e) the Action; (f) experts or consultants retained by the Receiving Party or its counsel to whom it is necessary that Confidential Material be shown for purposes of the Action; (g) providers of litigation support, duplicating, and auxiliary services of a similar nature, routinely engaged by counsel; (h) any person who the Stipulating Parties agree, in advance and in writing, may receive such protected information, and such agreement shall not be unreasonably withheld; and (i) Stipulating Parties and current or former employees of any Stipulating Party, as reasonably necessary for purposes of the Action, for use only in connection with the Action. 7. 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 Stipulating Party desiring to challenge a designation of Confidential Material under this paragraph may do so by contacting counsel for the Producing Party in writing, and attempting to resolve any dispute by mutual agreement. In the event that the Stipulating Parties cannot resolve their dispute as to the court with jurisdiction over the Action; court reporting personnel involved in taking or transcribing testimony in

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such designation of allegedly confidential material, the Requesting Party may file a motion for disclosure regarding the information. If the Requesting Party files such a motion, the Requesting Party shall continue to protect the information until the court rules on the motion. The Requesting Party shall be obligated to preserve the confidentiality of the information until further order of the Court. While the Requesting Party may file a motion for disclosure, the Producing Party the material as Confidential shall have the burden of proving that such information is confidential under applicable state or federal laws. As stated below, 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. 8. 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 Protective Order until such designation has been released by the Stipulating Party making it or by order of the Court. 9. 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 unless otherwise ordered, the Stipulating 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 Action, the law firms who represent the Stipulating 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 and the persons referenced in Section 6 hereof. For purposes of the preceding sentence the Stipulating 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, provided however that this provision is not intended to prevent the Committee's ability to provide information obtained with the Committee's members. 10. Disclosure of Confidential Material to Outside Experts, Consultants or Former Employees. Upon the good faith determination by an attorney representing a Stipulating Party or by a Stipulating 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 Stipulating Party disclosing any Confidential Material pursuant to this paragraph 10. 11. Use of Confidential Material. Any person 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 the Action. Nothing contained herein shall preclude any Stipulating Party from using

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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. 12. 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 Stipulating 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 Stipulating Party intending to use Confidential Material shall give the Producing Party such Confidential Material prompt notice of same, and if reasonably possible without violating legal compulsion at least five (5) days notice, such that the Stipulating Parties may attempt to 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. 13. Except as provided herein or by an order of a Court of competent jurisdiction, Confidential Material quoted in any public filings shall be redacted in the version of the filing filed on the Courts ECF system, and unredacted versions filed with the clerks office as restricted documents without further order of the Court, as provided for in Federal Rule of Civil Procedure 26(c) as incorporated in these proceedings by Rule 7026 of the Federal Rules of Bankruptcy Procedure, and Local Bankruptcy Rule 5005-4. Except as provided herein or by an order of a Court of competent jurisdiction, Confidential Material attached as an exhibit to any filing shall be redacted filed under seal in accordance with the procedures set forth under applicable law. 14. Non-Party Demand; Government Investigations. (a) If any Stipulating Party that receives Confidential Material is: (i) subpoenaed or served with a document request in another action; or (ii) served with a demand in another action to which it is a party by one not a Stipulating Party to the Action, which seeks the discovery of materials designated CONFIDENTIAL by a Producing Party, the Stipulating Party receiving such demand shall give written notice to the Producing Party. If the Producing Party does not make a written objection to the subpoena or demand within a reasonable period of time of the written notice described above, which in any event is not more than seven (7) days from receipt of the written notice, or does not file a motion for protective order or other relief within ten (10) days from the receipt of the written notice described above or by the time required of the Stipulating Party receiving the subpoena to respond to same, the Stipulating Party receiving the subpoena or demand will be under no further obligation with respect to the production of the Confidential Material. Nothing herein shall be construed to require any Stipulating Party to challenge or appeal any order requiring the production of Confidential Material by another Stipulating Party, or to subject itself to any penalties for non-compliance with any judicial order, or to seek any relief from this Court or any other court. 15. Non-Parties. Any non-party subpoenaed or requested by a Requesting Party to produce documents and things or information for purposes of the Action, or to give deposition

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testimony, shall have the full benefits and protections of this Protective Order, and may designate documents or deposition testimony as CONFIDENTIAL in the manner, and subject to the same protections, as set forth above. 16. Deposition Testimony. Information disclosed at depositions taken in this Action may be designated as Confidential Material by the Stipulating 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 one (1) day 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 Protective Order pending further order of the Court or agreement of the Stipulating Parties. 17. 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. 18. 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. 19. Modification. Each Stipulating 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. 20. Retained Jurisdiction. The Court retains jurisdiction subsequent to settlement or entry of judgment to enforce the terms of this Protective Order and the terms of this Protective Order shall remain in effect after the termination of this litigation. Each individual who receives any Confidential Material hereby agrees to be subject to the jurisdiction of this Court for the purpose of any proceedings relating to the performance under, compliance with or violation of this Protective Order. 21. Termination of Action. Within forty-five (45) days of termination of this Action, including all appeals, counsel for Stipulating Parties in possession of Confidential Material shall, upon request of the Producing Party, cause all such Confidential Material produced in this action by an Receiving 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 applicable law or counsels record retention policy. Documents retained by counsel shall be destroyed as soon as permitted by applicable law and counsels record retention policy. 22. Inadvertent Disclosure. Any inadvertent disclosure or production of Confidential Material without designating it as Confidential, or of documents protected by the attorney-client

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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-product-protected document and any copies that the Receiving Party may have made, provided however that this provision shall not adversely impact the Receiving Party's right to challenge the assertion of privilege. (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, from and after such designation, 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-product-protected document or information. (e) No such inadvertently produced or disclosed Confidential Information or attorney-client 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 consistent with any other order of the Court. (f) If any Stipulating Party must seek judicial enforcement of this agreement, the costs and reasonable attorneys fees of the Stipulating Party seeking enforcement will be paid by the Stipulating 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 Protective Order by ordering the return and non-evidentiary use of the produced document. 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.

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Dated this 7th day of September, 2012.

FOLEY & LARDNER LLP By: /s/ Christopher Celentino Christopher Celentino (CA No. 131688) Mikel Bistrow (CA No. 102978) Kathryn M.S. Catherwood (CA No. 149170) 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: kcatherwood@foley.com Email: dmessick@foley.com -andSENDER & WASSERMAN, P.C. Harvey Sender, #7546 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Telephone: 303-296-1999 Facsimile: 303-296-7600 Email: sender@sendwass.com Counsel for Debtor and Debtor-in-Possession HOLLAND & HART LLP Risa Lynn Wolf-Smith, #15835 Clarissa M. Raney, #40374 HOLLAND & HART LLP 555 Seventeenth Street, Suite 3200 Denver, Colorado 80202 Telephone: 303-295-8000 Facsimile: 303-295-8261 Email: rwolf@hollandhart.com Email: cmraney@hollandhart.com -andMUNSCH HARDT KOPF & HARR, P.C. By: /s/ Jay H. Ong Russell L. Munsch Texas Bar No. 14671500 Joseph J. Wielebinski Texas Bar No. 21432400 Jay H. Ong Texas Bar No. 24028756 Zachery Z. Annable Texas Bar No. 24053075 Admitted Pro Hac Vice 3800 Lincoln Plaza 500 N. Akard Street Dallas, Texas 75201-6659 Telephone: 214-855-7500 Facsimile: 214-978-4335 Attorneys for the Official Committee Of Unsecured Creditors

BALLARD SPAHR LLP By: /s/ Vincent J. Marriott III Carl A. Eklund, No. 2299 1225 17th Street, Suite 2300 Denver, Colorado 80202-5596 Telephone: 303-292-2400 Facsimile: 303-296-3956 Email: eklundc@ballardspahr.com -andVincent J. Marriott III Admitted Pro Hac Vice 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 Telephone: 215-864-8236 Facsimile: 215-864-9762 Email: Marriott@ballardspahr.com Attorneys for Alpine Bank

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ORDER WHEREAS, based upon the above Stipulation, and it appearing to the Court that good cause exists for the entry of this Protective Order with respect to the Action pursuant to Rule 26(c) of the Federal Rules of Civil Procedure, as incorporated in these proceedings by Rule 7026 of the Federal Rules of Bankruptcy Procedure, in order to protect trade secrets and other confidential commercial information as well as to protect information of third parties. IT IS HEREBY ORDERED that, pursuant to Rule 26(c) of the Federal Rules of Civil Procedure, as incorporated in these proceedings by Rule 7026 of the Federal Rules of Bankruptcy Procedure, the Court approves the terms and conditions set forth in the foregoing Stipulation for Protective Order and such terms and conditions shall govern the disclosure and use of sensitive and confidential information (including documents, deposition testimony, interrogatory answers, electronic data and other documents and data) produced in the Action, all as provided in the Stipulation for Protective Order which is incorporated into this Protective Order as though fully set forth herein. 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 entered 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 person 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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