10000000991

Case:12-24882-ABC Doc#:6 Filed:06/26/12 Entered:07/17/12 11:03:02 Page1 of 21
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
Cordillera Golf Club, LLC,
1
dba The Club at Cordillera,
Case No. 12-11893 ( ' - _ ~ )
Debtor.
DEBTOR'S MOTION FOR AN ORDER (I) APPROVING CONTINUED USE OF
CASH MANAGEMENT SYSTEM, (II) AUTHORIZING WAIVER
OF CERTAIN BANK ACCOUNT AND RELATED REQUIREMENTS
OF THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF
DELAWARE, AND (Ill) WAIVING THE
REQUIREMENTS OF 11 U.S.C. 345(B) ON AN INTERIM BASIS
Cordillera Golf Club, LLC, the debtor and debtor in possession in the above-
captioned case (the "Debtor"), by and through its undersigned counsel, hereby moves this Court
(the "Motion") for entry of an order pursuant to sections 105, 363, and 506(b) of title 11 of the
United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"): (i) authorizing and
approving the Debtor's continued use of its Cash Management System (as defined below),
(ii) granting the Debtor a waiver of certain bank account and related requirements of the Office
of the United States Trustee for the District of Delaware (the "United States Trustee") to the
extent that such requirements are inconsistent with (a) the Debtor's existing practices under the
Cash Management System or (b) any action taken by the Debtor in accordance with any order
granting this Motion or any other order entered in the Debtor's chapter 11 case; and (iii) waiving
the requirements of section 345(b) the Bankruptcy Code on an interim basis with respect to the
Debtor's deposit practices. The facts and circumstances supporting this Motion are set forth in
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.
the concurrently filed Declaration of Daniel L. 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:
JURISDICTION
1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157
and 1334 and the Amended Standing Order of Reforence 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 final 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 sought herein are sections 105, 363, and
506(b) 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 11 07(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.
Ol:l2211337.4
2
RELIEF REQUESTED
6. By this Motion, the Debtor seeks entry of an order (i) authorizing and
approving the Debtor's continued use of its Cash Management System, (ii) granting the Debtor a
waiver of certain bank account and related requirements of the United States Trustee to the
granting this Motion or any other order entered in the Debtor's chapter 11 case; and (iii) waiving
the requirements of section 345(b) the Bankruptcy Code on an interim basis.
BASIS FOR THE RELIEF REQUESTED
A. The Debtor Should Be Permitted to Continue Using its
Cash Management System and to Provide Protection to Banks
7. In the ordinary course of its business, the Debtor maintains a centralized
cash management and disbursement system to collect funds from its operations and to pay
operating and administrative expenses in connection therewith (the "Cash Management
System"). The Cash Management System, which includes a set of internal controls governing
the receipt and disbursement of funds, is an integrated, centralized network ofbank accounts that
facilitates the timely and efficient collection, accumulation, transfer, management, and
disbursement of funds by the Debtor. A schedule listing the bank accounts (the "Bank
Accounts") that are a part of the Cash Management System is attached hereto as Exhibit A.
i. The Cash Management System
8. In the ordinary course of business, the Debtor maintains eight primary
Bank Accounts that operate in connection with the Cash Management System, which has been in
place since June, 2009. The average annual revenue that is processed through the Cash
01:12211337.4
3
Management System is approximately $7.7 million; provided, however, that this figure has
declined in 2012.
9. Through its use of the Bank Accounts, the Debtor efficiently collects,
transfers, and disburses funds generated from its operations and records, on a daily basis, such
collections, transfers, and disbursements of funds. The Debtor routinely deposits, withdraws,
and otherwise transfers funds to, from, and between the Bank Accounts by various methods
including check and wire transfer.
a. The US. BankAccounts
10. The Debtor's primary Bank Accounts (the "U.S. Bank Accounts") are
maintained at U.S. Bank N.A. ("U.S. Bank"), and each serves a specific purpose within the Cash
Management System as follows: (i) a business checking account ("U.S. Bank Checking
Account"); (ii) a payroll checking account (the "Payroll Checking Account"); (iii) an interest-
bearing money market savings account (the "Money Market Account"); and (iv) a Dues Payment
Deposit Account (the "Dues Payment Deposit Account").
11. The U.S. Bank Checking Account is used to process non-credit card
transactions in connection with proceeds received from the Debtor's sales of goods and services,
as well as fund the Debtor's obligations to vendors, service providers, and all non-employee
payees. Proceeds that the Debtors receive in the U.S. Bank Checking Account are swept into the
Money Market Account, and from there, are disbursed back to the U.S. Bank Checking Account,
or the Payroll Checking Account, as needed to fund expenses. Non-employee expenses
processed from the U.S. Bank Checking Account are made directly to the entity unto which they
are owed, either by check or wire transfer.
01:12211337.4
4
12. The Payroll Checking Account is used to fund the Debtor's obligations to
its employees. For each payroll period, the Debtor's payroll service provider, ADP Total Source,
Inc., draws the amount necessary to satisfy the Debtor's payroll obligations to its employees,
benefit providers, and taxing entities from the Payroll Checking Account.
13. The Dues Payment Deposit Account holds membership dues payments in
accordance with a letter (the "Membership Letter") sent by the Debtors to their members at the
beginning of the 2012 season. Pursuant to the Membership Letter, the Debtors agreed to
withdraw a specific percentage of the membership dues paid into the Dues Payment Deposit
Account on a scheduled basis; provided that the conditions precedent to payment have been
satisfied. As of the Petition Date, all requisite conditions have been satisfied, and the final
withdrawal from the Dues Payment Deposit Account shall be occur on July 2, 2012.
b. The Alpine Accounts
14. The Debtor also maintains four Bank Accounts (the "Alpine Accounts") at
Alpine Bank Inc., a Colorado Banking Corporation ("Alpine"), which also serves as the Debtor's
credit card processor.
15. Three of the Alpine Accounts (the "Restaurant Accounts") are required by
Colorado law for the restaurants owned by the Debtor. Specifically, Colorado requires that each
of the Debtor's three restaurants pay for alcohol purchases out of its Restaurant Account in order
to keep its liquor license valid. The Restaurant Accounts are primarily funded from non-member
credit card purchases made at the Debtor's restaurants.
16. The remaining Alpine Account is a business checking account (the
"Alpine Checking Account") that receives the proceeds of non-restaurant credit card transactions
in connection with the Debtor's sales of goods and services. Funds in the Alpine Checking
01:12211337.4
5
Account are swept on a bi-weekly basis to either the Restaurant Accounts or U.S. Bank
Checking Account, if needed, or the Money Market Account.
17. During this chapter 11 case, the Debtor requests that it be permitted to
continue to use the funds in the Bank Accounts in accordance with the Cash Management
System.
ii. Continuing Use of the Cash Management System is in
the Best Interests of the Debtor's Estate and Creditors.
18. The Debtor seeks authority to continue utilizing its Cash Management
System on a post-petition basis. It is critical that the Debtor remain able to manage and centrally
coordinate transfers of funds in order to efficiently and effectively operate its business
operations. Substantially disrupting the current cash management procedures would impair the
Debtor's ability to restructure during this chapter 11 case.
19. The Cash Management System utilizes the Bank Accounts to effectively
and efficiently collect, transfer, and disburse funds as needed in the Debtor's general business
operations. The Cash Management System provides significant benefits to the Debtor, including
the ability to: (a) closely track and control all corporate funds through the provision of near-
continuous status reports on the location and amount of all such funds, (b) ensure cash
availability, and (c) reduce administrative expenses by facilitating the movement of funds and
the development of timely and accurate account balance and presentment information. Indeed, a
disruption in the Cash Management System would likely cause delays in the collection and
disbursement of funds, thus impeding the Debtor's ability to carry out its normal business
operations, not only to the detriment of vendors, employees and customers, but also to the
creditors of its estate.
01:12211337.4
6
20. The Cash Management System allows the Debtor to centrally manage all
of its cash flow needs and includes the necessary accounting controls to enable the Debtor, as
well as its creditors and this Court, to trace funds through the system and ensure that all
transactions are adequately documented and readily ascertainable. The Debtor will continue to
maintain detailed records reflecting all transfers of funds.
21. Therefore, it is both essential and in the best interests of the Debtor's
estate and creditors that the Cash Management System be maintained. Furthermore, the Debtor's
restructuring efforts will be facilitated by preserving the "business as usual" atmosphere and
avoiding the distractions that would inevitably be associated with a substantial disruption in the
Cash Management System. Accordingly, the Debtor respectfully requests that the Court
authorize the continued use of the Cash Management System.
22. This Court has the authority to grant the requested relief pursuant to its
equitable powers under section 105(a) ofthe Bankruptcy Code. Section 105(a) provides, in
relevant part, that the Court may 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). The
relief requested herein is both necessary and appropriate to allow the Debtor to successfully
reorganize and to maximize the value of the Debtor's estate.
23. Bankruptcy courts routinely grant chapter 11 debtors authority to continue
utilizing existing cash management systems and treat requests for such authority as a relatively
"simple matter." In re Baldwin-United Corp., 79 B.R. 321,327 (Bankr. S.D. Ohio 1987). In
chapter 11 cases such as this one, courts in this circuit have recognized that allowing a debtor to
maintain existing cash management system is often appropriate. See, e.g., In re Genesis Health
01:12211337.4
7
Ventures, Inc., 402 F.3d 416, 424 (3d Cir. 2005); In re Kindred Healthcare, Inc., 2003 WL
22327933, at *1 (Bankr. D. Del. Oct. 9, 2003).
24. Allowing the Debtor to utilize its Cash Management System is entirely
consistent with applicable provisions of the Bankruptcy Code. Delaware bankruptcy courts have
recognized that an integrated cash management system "allows efficient utilization of cash
resources and recognizes the impracticalities of maintaining separate cash accounts for the many
different purposes that require cash." In re Columbia Gas Sys., Inc., 136 B.R. 930, 934 (Bankr.
D. Del. 1992), aff'd in part and rev 'din part, 997 F.2d 1039 (3d. Cir. 1993), cert. denied sub
nom Official Comm. of Unsecured Creditors v. Columbia Gas Transmission Corp., 510 U.S.
1110 (1994); see also In re Maxide Acquisitions, Inc., Case No. 05-10429 (Bankr. D. Del. Feb.
15, 2005) (Walrath, J.); In re Ultimate Electronics, Inc., et al., Case No. 05-10104 (Bankr. D.
Del. Jan. 13, 2005) (Walsh, J). The Third Circuit has agreed, emphasizing the "huge
administrative burden" and economic inefficiency of requiring the Debtor to maintain all
accounts separately. Columbia Gas, 997 F.2d at 1061. See also, In re Southmark Corp., 49 F.3d
1111, 1114 (5th Cir. 1995) (maintaining existing cash management system allows debtor "to
administer more efficiently and effectively its financial operations and assets").
25. The Debtor also requests that no bank participating in the Cash
Management System (the "Banks") that honors a prepetition check or other item drawn on any
account that is the subject of this Motion (a) at the direction of the Debtor, (b) in a good faith
belief that the Court has authorized such prepetition check or item to be honored, or (c) as a
result of an innocent mistake made despite implementation of reasonable item handling
procedures, be deemed to be liable to the Debtor or to its estate on account of such prepetition
check or other item being honored post-petition. The Debtor believes that such flexibility
01:12211337.4
8
accorded the Banks is necessary in order to induce the Banks to continue providing cash
management services without additional credit exposure.
B. The Debtor Should Be Granted a Waiver of
Certain Requirements of the United States Trustee.
26. The Debtor further requests that this Court grant a waiver of certain bank
account and related requirements of the United States Trustee to the extent that such
requirements are inconsistent with (a) the Debtor's existing practices under the Cash
Management System or (b) any action taken by the Debtor in accordance with any order granting
this Motion or any other order entered in the Debtor's chapter 11 case. The United States
Trustee has established certain operating guidelines for debtors in possession in order to
supervise the administration of chapter 11 cases. These guidelines require a chapter 11 debtor to,
among other things (the requirements set forth in (a) through (f) below collectively, the "UST
Requirements"):
01:12211337.4
(a) close all existing bank accounts;
(b) open new bank accounts in a depository approved by the United States
Trustee that are designated as debtor-in-possession accounts ("DIP
Accounts"), with separate DIP Accounts established for an operating
account, a tax account (to the extent that payroll or other taxes are an issue
for the debtor), and a payroll account (to the extent that the debtor had a
separate payroll account prepetition);
(c) obtain and utilize new checks for all DIP Accounts that bear the
designation "Debtor-in-Possession" and contain other information about
the debtor's chapter 11 case, and insure that the signature cards for all DIP
Accounts clearly indicate that the debtor is a "Debtor-in-Possession";
(d) deposit all receipts and make all disbursements only through the approved
DIP Accounts, with any funds in excess of those required for current
operations being maintained in an interest-bearing account;
(e) deposit to the tax DIP Account sufficient funds to pay any tax liability
(when incurred) associated with the debtor's payroll; and
9
(f) deposit all estate funds into DIP Accounts with a financial institution that
agrees to comply with the requirements of the United States Trustee
(which will be monitored by the United States Trustee), with no DIP
Account exceeding the insured or collateralized limits of that approved
depository.
27. Pursuant to Bankruptcy Code sections 105(a) and 363, and consistent with
the relief sought above, the Debtor seeks a waiver of certain of the UST Requirements to the
granting this Motion or any other order entered in the Debtor's chapter 11 case. This Court
previously has granted similar relief on numerous occasions. See, e.g., In re William Lyon
Homes, Case No. 11-14019 (CSS) (Bankr. D. Del. Dec. 20, 2011); In re Solyndra, LLC, Case
No. 11-12799 (MFW) (Bankr. D. Del. Sept. 7, 2011); In re Nebraska Book Company, Inc., Case
No. 11-12005 (PJW) (Bankr. D. Del June 28, 2011); In re Appleseed's Intermediate Holdings,
LLC, Case No. 11-10160 (KG) (Bankr. D. Del. Jan. 20, 2011); In re Hayes Lemmerz Int'l, Inc.,
Case No. 09-11655 (MFW) (Bankr. D. Del. May 13, 2009); In re Goody's Family Clothing, Inc.,
Case No. 08-11133 (CSS) (Bankr. D. Del. June 9, 2008).
C. Request that the Court Waive the Deposit Requirements of
11 U.S.C. 345(b) on an Interim Basis
28. The Debtor is requesting that the Court waive the requirements of section
345(b) on an interim basis and permit it to maintain its deposits in its accounts in accordance
with its existing deposit practices.
29. Section 345(a) of the Bankruptcy Code authorizes deposits or investments
of money of a bankruptcy estate, such as cash, in a manner that will "yield the maximum
reasonable net return on such money, taking into account the safety of such deposit or
investment." 11 U.S.C. 345(a). For deposits or investments that are not "insured or
01:12211337.4
10
guaranteed by the United States or by a department agent or instrumentality of the United States
or backed by the full faith and credit of the United States," Section 345(b) of the Bankruptcy
Code provides that the estate must require from the entity with which the money is deposited or
invested a bond in favor of the United States secured by the undertaking of an adequate corporate
surety. 11 U.S.C. 345(b).
30. A court may, however, relieve a debtor-in-possession of the restrictions
imposed by section 345(b) for "cause." 11 U.S.C. 345(b). Consistent with Section 345(b),
Local Rule 2015-2(b) provides that no waiver of"section 345 shall be granted by the Court,
without notice and an opportunity for hearing, in accordance with these Local Rules."
Nevertheless, Local Rule 2015-2(b) further provides that "if a motion for such waiver is filed on
the first day of a chapter 11 case in which there are more than 200 creditors, the Court may grant
an interim waiver until a hearing on the Debtor's motion can be held." As this Motion is being
filed on the first day of the Debtor's chapter 11 case and the Debtor believes it has in excess of
200 creditors, the Debtor requests that the Court enter an order waiving, on an interim basis, the
requirements of Section 345(b) for sixty days, without prejudice to the Debtor's ability to seek a
further interim or final waiver. Given the relative security of the Cash Management System, the
Debtor submits that cause exists to grant an interim sixty day waiver of the requirements of
section 345(b) ofthe Bankruptcy Code.
31. This Court previously has granted similar relief on numerous occasions.
See, e.g., In re William Lyon Homes, Case No. 11-14019 (CSS) (Bankr. D. Del. Dec. 20, 2011);
In re Solyndra, LLC, Case No. 11-12799 (MFW) (Bankr. D. Del. Sept. 7, 2011); In re Nebraska
Book Company, Inc., Case No. 11-12005 (PJW) (Bankr. D. Del June 28, 2011); In re
Appleseed's Intermediate Holdings, LLC, Case No. 11-10160 (KG) (Bankr. D. Del. Jan. 20,
01:12211337.4
11
2011); In re Hayes Lemmerz Int'l, Inc., Case No. 09-11655 (MFW) (Bankr. D. Del. May 13,
2009); In re Goody's Family Clothing, Inc., Case No. 08-11133 (CSS) (Bankr. D. Del. June 9,
2008).
32. 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.
NOTICE
33. Notice of this Motion has been provided to: (i) the 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 Banks, (vii) counsel to prepetition secured lenders, and
(viii) counsel to the proposed post-petition secured lender. Notice of this Motion and any order
entered hereon will be served in accordance with Local Rule 9013-1(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
34. The Debtor has not previously sought the relief requested herein from this
or any other Court.
01:12211337.4
12
CONCLUSION
WHEREFORE, the Debtor respectfully seeks entry of an order substantially in the
form of Exhibit B attached hereto: (i) authorizing and approving the Debtor's continued use of
its Cash Management System, (ii) granting the Debtor a waiver of certain bank account and
related requirements of the United States Trustee to the extent that such requirements are
inconsistent with (a) the Debtor's existing practices under the Cash Management System or (b)
any action taken by the Debtor in accordance with any order granting this Motion or any other
order entered in the Debtor's chapter 11 case; (iii) waiving the requirements of section 345(b) the
Bankruptcy Code on an interim basis; and (iv) granting such other and further relief as the Court
may deem just and proper.
Dated: Wilmington, Delaware
June 26, 2012
01:12211337.4
FOLEY & LARDNER LLP
Christopher Celentino
Erika Moribita
Mikel Bistrow
Pro Hac Vice Motions Pending
402 West Broadway, Suite 2100
San Diego, California 92101
Telephone: (619) 234--6655
Facsimile: (619) 234-3510
-and-
LLP
Michael R. N tor(NO:i526)
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
13
EXHIBIT A
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:
1
2
-
2
4
8
8
2
-
A
B
C

D
o
c
#
:
6

F
i
l
e
d
:
0
6
/
2
6
/
1
2

E
n
t
e
r
e
d
:
0
7
/
1
7
/
1
2

1
1
:
0
3
:
0
2

P
a
g
e
1
5

o
f

2
1
CASH MANAGEMENT SYSTEM
BANK
EXHIBITB
Order
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
Cordillera Golf Club, LLC,
1
Case No. 12-11893 ( ~ _ ~ )
dba The Club at Cordillera,
Debtor.
Ref. Docket No.
ORDER (I) APPROVING CONTINUED USE OF
CASH MANAGEMENT SYSTEM, (II) AUTHORIZING WAIVER
OF CERTAIN BANK ACCOUNT AND RELATED REQUIREMENTS
OF THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF
DELAWARE, AND (Ill) WAIVING THE
REQUIREMENTS OF 11 U.S.C. 345(b) ON AN INTERIM BASIS
Upon the Motion
2
of the debtor and debtor in possession in the above-captioned
case (the "Debtor") for entry of an order (i) authorizing and approving the Debtor's continued
use of its Cash Management System, (ii) granting the Debtor a waiver of certain bank account
and related requirements of the United States Trustee to the extent that such requirements are
inconsistent with (a) the Debtor's existing practices under the Cash Management System or (b)
any action taken by the Debtor in accordance with this Order or any other order entered in the
Debtor's chapter 11 case; and (iii) waiving the requirements of section 345(b) of the Bankruptcy
Code; 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 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
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.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Motion.
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. The Motion is granted.
2. The Debtor is authorized, in the reasonable exercise of its business
judgment, to (i) designate, maintain and continue to use, with the same account numbers, all of
its Bank Accounts in existence on the Petition Date, including, without limitation, those Bank
Accounts identified in Exhibit A to the Motion, (ii) use, in its present form, checks and other
documents related to the accounts listed in Exhibit A, and (iii) treat such accounts for all
purposes as accounts of the Debtor as debtor-in-possession.
3. The Banks are hereby authorized to continue to service and administer all
such accounts as accounts of the Debtor as debtor-in-possession without interruption and in the
usual and ordinary course, and to receive, process, honor and pay any and all checks and drafts
drawn on, or electronic transfer requests made on, said account after the Petition Date by the
holders or makers thereof, as the case may be; provided, however, that any check drawn or
issued by the Debtor before the Petition Date may be honored by any bank only if specifically
authorized by order of this Court.
4. Except for those checks that may be honored and paid to comply with any
order(s) of this Court authorizing payment of certain prepetition claims, no checks, or drafts
issued on the bank accounts before the Petition Date but presented for payment after the Petition
Date shall be honored or paid.
01:12211337.4
2
5. The operation of the Cash Management System in accordance with the
Debtor's normal and customary practice is adequate and sufficient, and may be continued on and
after the Petition Date.
6. Notwithstanding any other provision of this Order, no Bank that honors a
prepetition check or other item drawn on any account that is the subject of this Order (a) at the
direction of the Debtor, (b) in a good faith belief that the Court has authorized such prepetition
check or item to be honored, or (c) as the result of an innocent mistake made despite
implementation of reasonable item handling procedures, shall be deemed to be liable to the
Debtor or its estate or otherwise in violation of this Order.
7. Nothing contained herein shall prevent the Debtor from opening any new
bank accounts or closing any Bank Accounts as the Debtor may deem necessary and appropriate,
provided, however, that prior to opening any new bank accounts or closing any Bank Accounts,
the Debtor shall provide notice of its intentions with respect thereto to the United States Trustee.
8. The Debtor is authorized to continue to use its existing checks without
alteration and without the designation "Debtor-in-Possession" imprinted upon them; provided,
however, that the Debtor shall imprint the legend "DIP" or "Debtor-in-Possession" on any new
checks obtained or printed after the Petition Date, unless such requirement is waived or deferred
by further order of this Court.
9. The Banks shall be and hereby are authorized and directed to receive,
process, honor, and pay any and all prepetition checks and electronic transfers authorized for
payment by the Court and any and all post-petition checks and electronic transfers.
10. The Debtor is authorized to deposit funds in accordance with its
established deposit practices in effect as of the commencement of this case and, to the extent
01:12211337.4 3
such deposit practices are not consistent with the requirements of section 345(b) of the
Bankruptcy Code or of the UST Guidelines, such requirements are waived for sixty days, on an
interim basis only, without prejudice to the Debtor's right to seeks a further interim waiver.
11. With respect to the Banks at which the Debtor holds accounts that are
party to a Uniform Depository Agreement with the United States Trustee, within 15 days from
the date of entry of this Order the Debtor shall (a) contact each such Bank, (b) provide the Bank
with the Debtor's employer identification numbers, and (c) identify each of the accounts held at
such Banks as being held by a debtor in possession.
12. With respect to the Banks that are not party to a Uniform Depository
Agreement with the United States Trustee, the Debtor shall use its good faith efforts to cause
such Bank to execute a Uniform Depository Agreement in a form prescribed by the United States
Trustee within sixty days of the date of entry of this Order.
13. Within five business days of the entry of this Order, the Debtor shall serve
a copy of this Order on each Bank.
14. Notwithstanding anything to the contrary contained herein, any payment
to be made, and any authorization contained, hereunder shall be subject to the requirements
imposed on the Debtor under any order regarding debtor-in-possession financing or the use of
cash collateral.
15. The Debtor is authorized and empowered to take such actions as may be
necessary and appropriate to implement the terms of this Order.
01:12211337.4
4
16. This Court shall retain jurisdiction with respect to all matters relating to
the interpretation or implementation of this Order.
Dated: Wilmington, Delaware
June __ , 2012
01:12211337.4
United States Bankruptcy Court
5

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