IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ____________________________________ IN RE: : CHAPTER 11 : CORDILLERA GOLF CLUB,

LLC., : Case No.: 12-11893 (CSS) d/b/a THE CLUB AT CORDILLERA : : Related Docket No. 9 Debtor. : ____________________________________: LIMITED OBJECTION OF ALPINE BANK TO DEBTORS MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (A) AUTHORIZING USE OF CASH COLLATERAL; (B) GRANTING ADEQUATE PROTECTION; (C) SCHEDULING A FINAL HEARING; AND (D) GRANTING RELATED RELIEF Alpine Bank - Vail (Alpine or the Bank), by its undersigned counsel hereby objects (the Limited Objection) to the Motion of the Debtor for Entry of Interim and Final Orders (A) Authorizing Use of Cash Collateral; (B) Granting Adequate Protection; (C) Scheduling a Final Hearing; and (D) Granting Related Relief [D.I. 9] (the Motion) filed by Cordillera Golf Club, LLC d/b/a The Club at Cordillera. (the Debtor), and in support of its Limited Objection respectfully states as follows: INTRODUCTION 1. Alpine submits this Limited Objection to the Motion on the grounds that on

information and belief, the Debtor has overvalued the Banks collateral while simultaneously submitting a supporting four-week budget that overstates likely revenues, understates the expenditures necessary to properly maintain the golf course collateral, yet still shows the Debtor operating on a cash negative basis. As such, any equity cushion, if any, is eroding, and the proposed replacement lien is on a declining current asset base. 2. Alpine believes that this erosion will only accelerate over time, as insufficient

funds are available to maintain the golf courses, and the Debtor has for some time been unable to

generate sufficient funds to properly operate its business. Accordingly, even if the Debtor could provide adequate protection to Alpine in the short run, in cannot over time, and Alpine does not consent to entry of a final order with respect to use of cash collateral. 3. Alpine is prepared, however, to consent to interim use of cash collateral, but only

on the terms and conditions hereinafter described. STATEMENT OF FACTS A. The Loan Transaction 4. On or about June 26, 2009, the Debtor and Cordillera F&B, LLC (together with

the Debtor, the Borrowers) jointly and severally borrowed the principal amount of $13,700,000 from Alpine (the Loan) evidenced by a Loan Agreement executed on the same day. The Loan is further evidenced by a Promissory Note (the Note) dated June 26, 2009. See App. to Motion [D.I. 11] at Exs. A, B.1 5. As a condition to Alpine making the Loan, as of the date of the Loan, the

Borrowers and Alpine entered into various security documents (the Security Documents) securing the Borrowers performance under the Loan.2 Under the Security Documents the
1

The Appendix is not an exhaustive collection of all of the Loan Documents, as hereinafter defined, and Alpine reserves the right to supplement the record, at any final hearing or otherwise, with such additional documents as are applicable to the loan transaction, or the perfection and priority of the liens and security interests granted thereby. In addition, although such of the Loan Documents as are attached to the Appendix appear to be true and correct copies of such documents as presently in effect, Alpine further reserves the right to submit, at any final hearing or otherwise, such other or additional documents as in fact presently evidence the Loan or the collateral therefor to the extent different from the documents included in the Appendix. The Security Documents that are attached to the Debtors Appendix to the Motion [D.I. 11] at Exhibits C-H include that certain: Deed of Trust, Collateral Assignment of Contracts (water rights), Collateral Assignment and Security Agreement Covering Agreements, Permits and Contracts, Collateral Assignment of Contracts Covering Golf Membership Revenues, Commercial Pledge Agreement, and Commercial Security Agreement.

Borrowers, including the Debtor, granted and assigned to Alpine a lien on and security interest in substantially all of the Borrowers real and personal property including, all of Borrowers interests in water rights associated with the Borrowers real property, net sales revenues and income from dues generated from the sale of golf memberships, equipment, furniture, fixtures, inventory, accounts receivable, general intangibles, contracts and contract rights, permits, goods, instruments, investment property, letter of credit rights, chattel paper, commercial tort claims, and all proceeds from the disposition thereof, among other property interests. Alpine believes such liens and security interests to be properly perfected and of first priority. 6. On October 1, 2009, Alpine and the Borrowers executed an Allonge and

Amendment to Loan Documents (together with the Security Documents, the Loan Agreement and the Note, and all documents executed pursuant thereto or in connection therewith, the Loan Documents) clarifying the assignment to Alpine of all net revenues from the sale, exchange or upgrade of golf club memberships including the Borrowers receipts from newly implemented Premier Memberships.3 See App. to Motn [D.I. 11] at Ex. I.4 B. Balance of Obligations Under the Loan Documents 7. The Borrowers, including the Debtor, are currently indebted to Alpine under the

Loan Documents for principal in the amount of $12,700,000, plus accrued but unpaid interest as of June 26, 2012 of $65,616.67, plus costs and expenses.

Capitalized terms not defined herein shall have the meanings ascribed to them in the Motion or Declaration of Daniel L. Fitchett, Jr. In Support of Chapter 11 Petition and First Day Relief [D.I. 2]. In addition to the Loan Documents between Alpine and the Borrowers, there are also guaranty documents guarantying the obligations of the Borrowers under the Loan Documents, executed by certain guarantors of such obligations.

ARGUMENT 8. Section 363 of the Bankruptcy Code provides that a trustee or debtor in

possession may not utilize cash collateral unless the creditor holding an interest in such cash collateral consents or, after notice and a hearing, the court finds that the secured creditors interest in the cash collateral is adequately protected. 11 U.S.C. 363(c) and (e); see also, In re Sharon Steel Corp., 159 B.R. 165, 168 (Bankr. W.D. Pa. 1993). 9. Under the Bankruptcy Code, the party asserting an interest in cash collateral has

the initial burden of demonstrating the validity, priority or extent of its interest. 11 U.S.C. 363(p)(2). Once this burden is met, the trustee or debtor in possession bears the burden of proof on the issue of adequate protection. 11 U.S.C. 363(p)(1). 10. In the present case, and as set forth above, Alpine holds perfected, first priority

liens on and security interests in all or substantially all of the Debtors real and personal property assets. 11. Accordingly, the Debtor bears the burden of showing either that (i) Alpine

consents to the Debtors use of cash collateral, or that (ii) the Alpines interest in the cash collateral is adequately protected. See 11 U.S.C. 363(p)(1); see also In re NJ Affordable Homes Corp., No. 05-60442(DHS), 2006 Bankr. LEXIS 4498, at *51 (Bankr. D.N.J. Jun. 29, 2006). 12. By this Limited Objection, Alpine states that it does not consent to the Debtors

use of its cash collateral on a final basis. Alpine also does not consent to use of its cash collateral on an interim basis, except on the terms hereinafter described. Accordingly, Alpine hereby requests additional adequate protection of its interests on an interim basis. 13. If a debtor wishes to use a secured lenders cash collateral absent its consent, the

debtor must provide the lender with adequate protection against any diminution in value of such

collateral while in use by the debtor. See, .e.g., In re Grant Broadcasting, 71 B.R. 376, 384 (Bankr. E.D. Pa. 1987) (noting that absent consent, use of cash collateral requires adequate protection). Failure to provide affirmative protection to a secured creditor is a violation of the clear mandate of the Bankruptcy Code. See 11 U.S.C. 363(c). The bare existence of an equity cushion without a corresponding business plan that seeks to appropriately preserve any such cushion is not sufficient to adequately protect a secured lenders interest in deteriorating collateral. See In re Sharon Steel Corp., 159 B.R. at 169 (holding [w]here an equity cushion is insufficient in size or likely to erode, it cannot, standing alone, constitute adequate protection and denying use of cash collateral where debtors future operational plans may result in rapid deterioration of collateral). 14. Section 361 of the Bankruptcy Code sets forth three non-exclusive examples of

what may constitute adequate protection: (i) cash payments equivalent to the decrease in value of the security interest; (ii) an additional or replacement lien on other property; and/or (iii) other relief that provides the indubitable equivalent in value of the security interest. 11 U.S.C. 361; see also, e.g., In re Swedeland Dev. Group, Inc., 16 F.3d 552, 564 (3d Cir. 1994). Overall, protection is deemed adequate if the secured creditors interests are preserved at status quo or are protected from dissipation by cash payments, replacement liens or the like. In re Triplett, 87 B.R. 25 (Bankr. W.D. Tex. 1987). Any adequate protection must not be illusory and, particularly in the context of the use of cash collateral, must be of the most indubitable equivalence. See In re Goode, 235 B.R. 584, 589 (Bankr. E.D. Tex. 1999) (citing In re Waste Conversion Technologies, Inc., 205 B.R. 1004, 1007 (D. Conn. 1997)). Accordingly, adequate protection should as nearly as possible under the circumstances of the case provide the creditor with the value of his bargained for rights. Swedeland, 16 F.3d at 564 (citing In re Martin, 761

F.2d 472, 476 (8th Cir. 1985)); In re American Mariner Industries, Inc., 734 F.2d 426, 435 (9th Cir. 1984)). 15. Although 361 of the Bankruptcy Code does not set forth an exhaustive list of

what may constitute adequate protection, it does provide the most commonly accepted forms of adequate protection. Here, the Debtor asserts that Alpine is sufficiently protected by an equity cushion in the Debtors property and offering only one form of statutory adequate protection: replacement liens on all of the Debtors now existing or hereafter acquired personal property of the same type as the Personal Property Collateral in which [Alpine] has a purported interest. . . Such purported adequate protection is not in fact adequate as a means of protecting the Alpines interest in its collateral, as on information and belief, the Debtors golf courses are not properly valued at the level claimed by the Debtor, the Debtor projects continuing losses, and, on information and belief, the Debtor lacks sufficient funds to properly maintain its golf courses, such that their value will continue to rapidly deteriorate. LIMITED CONSENT TO USE OF CASH 16. Although the Alpine does not concede that its interests in its collateral are

adequately protected even on an interim basis for all of the reasons herein set forth, Alpine nevertheless is prepared to consent to use of cash on an interim basis according to the terms of the Debtors proposed order, modified as reflected on Exhibit A attached hereto, for a period not exceeding 30 days in accordance with the budget that has been filed by the Debtor with the proposed order. 17. By consenting to interim use of cash collateral, Alpine is not consenting to (a)

entry of a final order permitting use of cash collateral, and hereby reserves and preserves any and all objections to such entry, including, without limitation, as to the existence of an equity cushion, or (b) entry of an interim or final order approving debtor-in-possession financing,

notwithstanding the appearance of such financing on the Debtors proposed budget. Alpine reserves the right to supplement this Limited Objection in connection with any final hearing on use of cash collateral. VENUE MOTION 18. In addition to the foregoing, Alpine contends that venue of this proceeding should

be transferred to the District of Colorado, and intends to file a motion to so transfer venue. Nothing contained herein, nor any consent by Alpine to the Debtors use of cash collateral, constitutes or should be deemed to constitute a waiver of any objection to venue or to the right to file such motion.

[Remainder of Page Intentionally Left Blank]

WHEREFORE, Alpine Bank respectfully requests that this Court enter an order denying the Debtors Motion or in the alternative, authorizing the use of cash collateral solely on an interim basis, and solely in accordance with the terms and conditions set forth in the attached proposed order, and granting such other relief as this Court deems just and proper. Respectfully submitted, BALLARD SPAHR LLP Dated: June 27, 2012 Wilmington, Delaware Vincent J. Marriott, III, Esq. (PA 41457) (Motion for admission pro hac vice submitted) Sarah Schindler-Williams Esq. (NY 4556510) (Motion for admission pro hac vice submitted) 1735 Market Street, 51st Floor Philadelphia, PA 19103 Telephone: (215) 665-8500 Facsimile: (215) 864-8999 E-mail: marriott@ballardspahr.com schindlerwilliamss@ballardspahr.com - and By: s/ Joshua E. Zugerman___________ Tobey M. Daluz, Esq. (No. 3939) Joshua E. Zugerman, Esq. (No. 5261) 919 North Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4465 Facsimile: (302) 252) 4466 E-mail: daluzt@ballardspahr.com zugermanj@ballardspahr.com Attorneys for Alpine Bank

EXHIBIT A

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 (_____) Ref. Docket No. ______9

INTERIM ORDER (A) AUTHORIZING DEBTORS USE OF CASH COLLATERAL, (B) GRANTING ADEQUATE PROTECTION, AND (C) SCHEDULING FINAL HEARING PURSUANT TO BANKRUPTCY RULE 4001 Upon the motion (the Motion)of the above-referenced debtor, as debtor-inpossession (the Debtor), seeking this Courts authorization pursuant to Sections 105, 361, 362 and 363 of the United States Bankruptcy Code, 11 U.S.C. 101 et seq.(the Bankruptcy Code), and Rules 2002, 4001 and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), for the Debtor to use cash collateral, as such term is defined in Section 363 of the Bankruptcy Code (Cash Collateral), solely in accordance with the terms of this order(the Interim Order), upon which the Lenders have asserted perfected security interests and liens; and a hearing (the Interim Hearing) having been held by the Court on ____________June 27, 2012 to consider the relief sought in the Motion; and pursuant to Bankruptcy Rule 4001, due and sufficient notice of the Motion and the relief sought at the Interim Hearing having been given by the Debtor to the Office of the United States Trustee, the United States Securities and Exchange Commission, the Office of the United States Attorney for the District of Delaware, the Internal
1

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.

Revenue Service, the Debtors twenty (20) largest unsecured creditors and counsel to the Lenders; and the Court having considered the offers of proof, evidence adduced, objections asserted and the statements of counsel at the Interim Hearing; and it appearing to the Court that granting the relief sought in the Motion on the terms and conditions herein contained is necessary and essential to enable the Debtor to continue to manage the Club, the Course, the Facilities and Real Property and that such relief is fair and reasonable and that entry of this Interim Order is in the best interest of the Debtor and its estate and creditors; and due deliberation and good cause has been shown to grant the relief sought in the Motion as modified herein: NOW, THEREFORE, A. Capitalized terms used, but not defined herein shall have the meaning set forth in the Motion. B. On June 26, 2012 (Petition Date), the Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in this case (the Case), and it has continued with the management and operation of its businesses and properties as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. C. The Debtor asserts that, according to its books and records, as of the Petition Date, the aggregate amounts principal outstanding on the Alpine Loan and the Wilhelm Loan were approximately $12.7 million and $7.5 million, respectfully.respectively. Each of the Lenders asserts a security interest in, among other things, Cash Collateral to secure their respective Loans. The Debtor asserts that the appraised value of the Real Property, in the aggregate, is $33,000,000 based upon the appraisal by Chrysalis Valuation Consultants LLC dated June 15, 2012 (the Chrysalis Appraisal). 2

D. The Debtor has requested immediate entry of this Interim Order pursuant to Bankruptcy Rule 4001(b)(2) and has an immediate need to obtain use of the Cash Collateral in order to permit, among other things, the preservation of its assets upon which the Lenders assert perfect security interests. Without such funds, the Debtor will be unable to pay the necessary meet expenses associated with the management of the Club, the Course, the Facilities and the Real Property including, without limitation, payroll, taxes, general maintenance costs and administrative expenses.The ability of the Debtor to fund its operations through the use of the purported Cash Collateral is vital to the Debtor and its efforts to maximize the value of its assets and to reorganize under the Bankruptcy Code. Absent entry of this Interim Order, the Debtors estate will be immediately and irreparably harmed. E. Notice of the requested relief sought at the Interim Hearing was provided by the Debtor to: (a) the Office of the United States Trustee; (b) the Lenders; and (c) the Debtors twenty (20) largest unsecured creditors. Given the nature of the relief sought the Court concludes that sufficient and adequate notice of the Interim Hearing has been given pursuant to Bankruptcy Rules 2002, 4001(b) and (d) and 9014 and Section 102(1) of the Bankruptcy Code as required by Sections 361 and 363 of the Bankruptcy Code, and that, given the exigent circumstances presented by the Motion, no further notice of, or hearing on, the relief sought at the Interim Hearing and the relief granted herein is necessary or required. F. Consideration of the Motion constitutes a core-proceeding as defined in28 U.S.C. 157(b)(2)(A), (B), (D), (M) and (O). This Court has jurisdiction over this proceeding and the parties and property affected hereby pursuant to 28 U.S.C. 157

and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012. Based on the Chrysalis Appraisal, adequate protection exists in Lenders interests in Cash Collateral proposed to be used by the Debtor by virtue of the equity cushion in the Real Property and as otherwise provided below. G. Under the circumstances, good, adequate and sufficient cause has been shown to justify entry of this Interim Order. Among other things, granting the relief set forth in this Interim Order will permit the Debtor to meet its expenses and to maximize value for the benefit of creditors.expenses. H. The Lenders have consent to use of Cash Collateral on an interim basis on the terms and conditions hereinafter set forth. NOW, THEREFORE, UPON THE RECORD OF THE PROCEEDINGS HERETOFORE HELD BEFORE THIS COURT WITH RESPECT TO THE MOTION, THE EVIDENCE ADDUCED AT THE INTERIM HEARING, AND THE STATEMENTS OF COUNSEL THEREAT, IT IS HEREBY ORDERED THAT: 1. Subject to the terms and conditions of this Interim Order, the Court hereby

authorizes the Debtors use during the period (the Budget Period) beginning on the Petition Date and ending on the Expiration Date (as defined below in paragraph 5) of purported Cash Collateral for the disbursements set forth in the budget which is attached as Exhibit A hereto (the Budget), or in such greater amounts as Lenders may authorize and consent to from time to time. The expenditures authorized in the Budget shall include a 10% variance for any each individual line item within the Budget Period. (the Budget Variance).

2.

As adequate protection for the Debtors use of purported Cash Collateral

during During the interim period between the Petition Date and the final hearing on the Motion, the Debtor shall be authorized to make the expenditures set forth in the Budget, subject to the Budget Variance, and to provide the adequate protection to the Lenders hereinafter set forth; provided, however, that (a) nothing in this Interim Order shall constitute a determination by the Court regarding (i) the extent, if any, to which any asset of the Debtor may constitute cash collateral (as defined in section 363 of the Bankruptcy Code) pursuant to the terms of this Interim Order, (ii) the entitlement of any party to receive any form of adequate protection on a final basis or the adequacy of any such protection offered or proposed by the Debtor, (iii) the value of the Real Property or any other asset of the Debtor, or (iv) whether there exists any or sufficient equity cushion in relation to the Lenders secured claims, and (b) the rights of all parties with respect to the foregoing matters set forth in clause (a) hereof are expressly reserved. 3. As adequate protection for, and to secure payment of, in an amount equal

to the aggregate diminution in the value of the purported Cash Collateral from the Petition Date as a result of the use thereof, the Debtor hereby grants to Alpine the following adequate protection: a. A security interest in and lien upon (the Alpine Replacement Lien), all of the Debtors now existing or hereafter acquired personal property of the same type as the Personal Property Alpine Collateral in which it has an interest, but specifically excluding avoidable transfer claims and recoveries and/or similar claims and recoveries pursuant to Sections 542 through 550, of the Bankruptcy Code, to further protect Alpine from any potential or

actual loss due to the use by the Debtor of purported Cash Collateral. The Alpine Replacement Lien is to be granted to the same extent, and with shall have the same validity and priority, as Alpines lien in on the Debtors Cash Alpine Collateral existing on the Petition Date and which such Cash Collateral is used thereafter.. b. To the extent that the Alpine Replacement Lien proves insufficient to provide Alpine with adequate protection, an allowed superpriority administrative claim, pursuant to Bankruptcy Code section 507(b), having priority over all other administrative claims (the Alpine Administrative Claim). c. The Alpine Replacement Liens shall be deemed valid, binding, enforceable, and perfected without the need for the recording of UCC financing statements or any other recordation or additional action by Alpine. 4. As adequate protection for, and to secure payment of, in an amount equal

to the aggregate diminution in the value of the purported Cash Collateral from the Petition Date as a result of the use thereof, the Debtor hereby grants to Wilhelm the following adequate protection: a. A security interest in and lien upon (the Wilhelm Whilhelm Replacement Lien), all of the Debtors now existing or hereafter acquired personal property of the same type as the Personal Property Whilhelm Collateral in which it has an interest, but

specifically excluding avoidable transfer claims and recoveries and/or similar claims and recoveries pursuant to Sections 542 through 550, of the Bankruptcy Code, to further protect Wilhelm from any potential or actual loss due to the use by the Debtor of purported Cash Collateral. The Wilhelm Whilhelm Replacement Lien is to be granted to the same extent, and with shall have the same validity and priority, as Wilhelms lien in the Debtors Cash as Whilhelms lien on the Whilhelm Collateral existing on the Petition Date and which such Cash Collateral is used thereafter.. b. To the extent that the Whilhelm Replacement Lien proves insufficient to provide Alpine with adequate protection, an allowed superpriority administrative claim, pursuant to Bankruptcy Code section 507(b), having priority over all other administrative claims except the Alpine Administrative Claim, as to which it shall have the same priority as the Lenders respective interests in the Collateral. c. The Alpine Replacement Liens shall be deemed valid, binding, enforceable, and perfected without the need for the recording of UCC financing statements or any other recordation or additional action by Alpine. 5. The rights of all parties in interest are hereby reserved with respect to the

Final Hearing, including, without limitation, with respect to the matters identified in paragraph 2

hereof, and otherwise with respect to this proceeding, except as expressly set forth herein. Without limiting the generality of the foregoing: a. but not limited to, assertingThe Debtor may assert that any property is not subject to Lenders asserted liens and any property may be used by the Debtor and its estate in the operation of its business and the administration of the case. Further, the Debtor, as well as any creditors committee appointed in the Debtors case or other creditors or parties-in-interest as may have standing under applicable law, reserve their rights to dispute that Lenders (or either of them) hold a valid, enforceable, perfected and/or unavoidable security interest in and/or liens upon the Cash Collateral or other Collateral or property, including the Real Property and/or the Personal Property, as well as any Cash Collateral derived from Debtors business operations which is subject to the security agreements between Lenders and the Debtor; and nothing in the Motion or this Interim Order shall act to confirm, acknowledge or ratify the validity, perfection or amount of either Lenders pre-petition lien on any Collateral or other property, or either Lenders debt or claims, nor act as a waiver of the right of the Debtor to impose seek an order of this Court imposing additional security interests or liens on any Collateral or other property, whether senior or junior to Lenders liens, nor act as a waiver of any claims against Lenders, a waiver of rights under

11 U.S.C. 506(c), a rollover of pre-petition debt of Lenders to post-petition debt, the granting of relief from the automatic stay, nor to operate to divest the Debtor of any discretion in the formulation of a plan or administration of the estate or limit access to the Court to seek any relief under applicable provisions of law, including without limitation, with respect to the treatment of claims. b. Nothing in this Order shall limit or affect the right of either Lender to oppose on any available grounds any other or further use of cash collateral other than as set forth in this Interim Order, any attempt by the Debtor to place additional liens or security interests on any of the Collateral, or any other relief or order of this Court sought by the Debtor, including, without limitation, on the basis that the interests of such Lender are not being adequately protected. Further, nothing in this Order shall limit or affect the right of either Lender to seek relief from the automatic stay or such other relief in this proceeding as such Lender shall deem necessary or appropriate, including, without limitation, a transfer of venue of this proceeding to the District of Colorado, or to otherwise take such position on any matter raised in this proceeding as such Lender shall elect. 6. During the Budget Period, The Debtor shall provide to Alpine Bank,

within three (3) days following the end of each week, a report of all income received by the

Debtor and all expenses paid by the Debtor during such week, formatted in line item form in a manner consistent with the Budget, and including a comparison of such actual results as against the Budgets projections. 7. The Debtors authorization to use purported Cash Collateral pursuant to

this Interim Order shall terminate on the earliest to occur of (each such occurrence being hereinafter referred to as a Termination Event):(a) ____________,2012 (the Expiration Date); (b) the dismissal of the Case or the conversion of the Case to a case under Chapter 7 of the Bankruptcy Code; (c) the appointment or election of a trustee, examiner with expanded powers or any other representative with expanded powers; (d) the d) the Debtors deviation from any line item of the Budget by more than the Budget Variance during the Budget Period without the express consent of Alpine; (e) the occurrence of the effective date or consummation date of a plan of reorganization for the Debtor; (e) the f) the entry of an order of this Court reversing, staying, vacating or otherwise modifying in any material respect the terms of this Interim Order; (f) the g) the entry of a final order approving a superseding stipulation entered into by and between the Debtor and Lenders; or (g) the h) the entry of a final order by this Court governing the use of the Cash Collateral. On and after the occurrence of a Termination Event specified in the Clauses (a) through (ef) above, the Debtor shall, within two (2) business days, cease using purported Cash Collateral , absent the written consent of any party claiming an interest in such Cash Collateral or further order of this Court. 8. The Debtor is authorized and directed to perform all acts and to make,

execute and deliver any and all instruments as may be reasonably necessary to implement the terms and conditions of this Interim Order and the transactions contemplated hereby.

10

9.

The provisions of this Interim Order shall be binding upon any trustee

appointed during this Case or upon a conversion to a Case under Chapter 7 of the Bankruptcy Code, and any actions taken pursuant hereto shall survive entry of any order which may be entered converting the Case to a Chapter 7 case, or dismissing the Case, or any order which may be entered confirming or consummating any plan(s) of reorganization. 10. The terms of this Interim Order shall be valid and binding upon the

Debtor, all creditors of the Debtor and all other parties in interest from and after the entry of this Interim Order by this Court. In the event this Court stays, modifies or vacates any of the provisions of this Interim Order following any further hearing, such modifications, stays or vacation shall not affect the rights of the Lenders granted pursuant to this Interim Order. 11. Notwithstanding any such stay, modification or vacation, any

indebtedness, obligation or liability incurred by the Debtor pursuant to this Interim Order arising prior to the Lenders receipt of notice of the effective date of such stay, modification or vacation shall be governed in all respects by the original provision of this Interim Order, and the Lenders shall continue to be entitled to all of the rights, remedies, privileges and benefits, authorized herein, with respect to all such indebtedness, obligation or liability, and the validity of any payments made or obligations owed or credit extended pursuant to this Interim Order is and shall remain subject to the protection afforded under the Bankruptcy Court. 12. The Final Hearing on the Motion is scheduled for____________, 2012 at

_____ oclock _____.m. before this Court (the Final Hearing). 13. The Debtor shall promptly mail copies of this Interim Order to the parties

having been given notice of the Interim Hearing and to any other party which has filed a request for notices with this Court. Any party in interest objecting to the relief sought at the Final

11

Hearing shall serve and file written objections by no later than____________, 2012 at 4:00 p.m. which objections shall be served so as to be received on such date, upon (i) Young, Conaway Stargatt & Taylor, LLP, 1000 North King Street, Wilmington, Delaware 19889-0391, Attention: Joseph M. Barry, and, Foley & Lardner LLP, 402 W. Broadway, Suite 2100, San Diego, California 92101, Attn: Christopher Celentino, Proposed Attorneys for the Debtor, (ii) counsel for the Lenders, (iii) counsel to any statutory committees appointed in these cases, and (iv) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite2207, Wilmington, Delaware 19801, Attention: Mark Kenney. 14. This Interim Order shall constitute findings of fact and conclusions of law

and shall take effect and be fully enforceable immediately upon entry hereof. Dated: Wilmington, Delaware June __, 2012 United States Bankruptcy Judge

12

CERTIFICATE OF SERVICE I, Joshua E. Zugerman, hereby certify that on the 27th day of June, 2012, I caused a true and correct copy of the Limited Objection of Alpine Bank to Debtors Motion for Entry of Interim and Final Orders (A) Authorizing Use of Cash Collateral; (B) Granting Adequate Protection; (C) Scheduling a Final Hearing; and (D) Granting Related Relief, to be served on the addressees listed on the attached service list in the manner indicated.
Date: June 27, 2012 Wilmington, Delaware /s/ Joshua E. Zugerman Joshua E. Zugerman, Esq. (No. 5261) BALLARD SPAHR LLP

SERVICE LIST
Via US First Class Mail Cordillera Golf Club, LLC 97 Main Street Suite E202 Edwards, CO 81632 Via Hand Delivery and e-mail: bankfilings@ycst.com Donald J. Bowman, Jr. Young, Conaway, Stargatt & Taylor 1000 North King Street Wilmington, DE 19801 Via Hand Delivery United States Trustee 844 King Street Room 2207 Lockbox #35 Wilmington, DE 19899-0035 Via Hand Delivery Ericka Fredricks Johnson Matthew P. Ward Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Via US First Class Mail David A. Wilhelm 97 Main Street, Suite #-202 Edwards, CO 81632 Via E-mail Debtors counsel ccelentino@foley.com emorabito@foley.com; mbistrow@foley.com; dmessick@foley.com; bnelson@foley.com; cburke@foley.com

Via Hand Delivery and e-mail: bankfilings@ycst.com Joseph M. Barry Young, Conaway, Stargatt & Taylor 1000 North King Street Wilmington, DE 19801 Courtesy Copy to Court Via Hand Delivery The Honorable Kevin Gross United States Bankruptcy Court 824 North Market Street 6th Floor, Courtroom 3 Wilmington, DE 19801 Via US First Class Mail David A. Wilhelm 1240 Mayacama Club Drive Santa Rosa, CA 95402 Via E-mail peter@thomasgenshaft.com David A. Wilhelm c/o Peter W. Thomas Thomas Genshaft, LLP Aspen Highlands 0039 Boomerang Road, Suite 8130 Aspen, Colorado 81611

DMWEST #9118782 v1