10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 000-51288

CNL LIFESTYLE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	20-0183627
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
450 South Orange Avenue Orlando, Florida	32801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of exchange on which registered
None	Not applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.05 of this Chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

While there is no established market for the registrant’s shares of common stock, the registrant had previous offerings of its shares of common stock. In each of its previous offerings, the registrant sold shares of its common stock for $10.00 per share, with discounts available for certain categories of purchasers. The aggregate market value of stock held by non-affiliates as of June 30, 2012 (the last business day of the registrant’s most recently completed second fiscal quarter) was $3,114,212,115.

As of March 15, 2013, there were 316,346,704 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Registrant incorporates by reference portions of the CNL Lifestyle Properties, Inc. Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders (Items 10, 11, 12, 13 and 14 of Part III) to be filed no later than April 30, 2013.

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Contents

			Page
Part I
		Statement Regarding Forward Looking Information		4
	Item 1.	Business		5
	Item 1A.	Risk Factors		25
	Item 1B.	Unresolved Staff Comments		49
	Item 2.	Properties		50
	Item 3.	Legal Proceedings		61
	Item 4.	Mine Safety Disclosure		61
Part II.
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		62
	Item 6.	Selected Financial Data		69
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		72
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		102
	Item 8.	Financial Statements and Supplementary Data		104
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		155
	Item 9A.	Controls and Procedures		155
	Item 9B.	Other Information		155
Part III.
	Item 10.	Directors, Executive Officers and Corporate Governance		156
	Item 11.	Executive Compensation		156
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		156
	Item 13.	Certain Relationships and Related Transactions and Director Independence		156
	Item 14.	Principal Accountant Fees and Services		156
Part IV.
	Item 15.	Exhibits, Financial Statement Schedules		157
Signatures				161
Schedule II—Valuation and Qualifying Accounts				163
Schedule III—Real Estate and Accumulated Depreciation				164
Schedule IV—Mortgage Loans on Real Estate				174

PART I

Statement Regarding Forward Looking Information

Certain statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company’s business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “could,” and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimated per share value of the Company’s common stock, and/or other matters. The Company’s forward-looking statements are not guarantees of future performance. While the Company’s management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise, and may not be realized. The Company’s forward-looking statements are based on management’s current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Company’s ability to control or accurately predict. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. Given these uncertainties, we caution you not to place undue reliance on such statements.

For further information regarding risks and uncertainties associated with our business, and important factors that could cause the Company’s actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of our documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, this annual report on Form 10-K and our quarterly reports on Form 10-Q, copies of which may be obtained from our Web site at http://www.cnllifestylereit.com.

All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by these cautionary statements. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to, and expressly disclaims any obligation to, publicly release the results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise required by law.

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Item 1. BUSINESS

General

CNL Lifestyle Properties, Inc. is a Maryland corporation incorporated on August 11, 2003. The terms “we,” “our,” or “us,” “the Company” and “CNL Lifestyle Properties” include CNL Lifestyle Properties, Inc. and each of its subsidiaries. We operate as a real estate investment trust (“REIT”). We have retained CNL Lifestyle Advisor Corporation (the “Advisor”), as our Advisor to provide management, acquisition, disposition, advisory and administrative services. Our offices are located at 450 South Orange Avenue within the CNL Center at City Commons in Orlando, Florida 32801, and our telephone number is (407) 650-1000.

Investment Objectives and Business Strategy

Our principal investment objectives include investing in and owning a diversified portfolio of real estate with a goal to preserve, protect and enhance the long-term value of those assets. We primarily invest in lifestyle properties in the United States that we believe have the potential for long-term growth and income generation. Our investment thesis is supported by demographic trends which we believe affect consumer demand for the various lifestyle asset classes that are the focus of our investment strategy. We define lifestyle properties as those properties that reflect or are impacted by the social, consumption and entertainment values and choices of our society. A large number of our properties are leased on a long-term, triple-net basis (generally five to 20 years, plus multiple renewal options) to tenants or operators that we consider to be industry leading. When beneficial to our investment structure and as a result of tenant defaults, we engage third-party managers to operate certain properties on our behalf as permitted under applicable tax regulations. To a lesser extent, we also make and acquire loans (including mortgage, mezzanine and other loans) generally collateralized by interests in real estate and enter into joint ventures related to interests in real estate.

Following our investment strategy of acquiring carefully selected and well-located lifestyle and other income producing properties, we believe we have built a unique portfolio of assets with established long-term operating histories, and have created diversification within the portfolio by region, operator and asset class. As of March 15, 2013, we had built a portfolio of 179 lifestyle properties. When aggregated by initial purchase price, the portfolio is diversified as follows: approximately 19% in ski and mountain lifestyle, 15% in golf facilities, 33% in senior housing, 13% in attractions, 5% in marinas and 15% in additional lifestyle properties. As of March 15, 2013, these assets consist of 23 ski and mountain lifestyle properties, 49 golf facilities, 62 senior housing properties, 20 attractions, 17 marinas and eight additional lifestyle properties with the following investment structure:

Wholly-owned:
Leased properties	73
Managed properties	55
Held for development	1
Unconsolidated joint ventures: (1)
Leased properties	14
Managed properties	36
	179

FOOTNOTE:

(1) As of March 15, 2013, 49 properties held through four unconsolidated joint ventures are expected to be sold in 2013. See Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” for additional information.

As a mature REIT, a significant focus is to actively manage our assets and reinvest in our existing properties in order to maximize growth in rental income and property operating income. We will seek to maximize the total value of our portfolio in connection with our evaluation of various strategic opportunities in preparation for a future listing or other liquidity event(s), and our board of directors will undertake an evaluation of various strategic opportunities including the sale of either us or our assets, potential merger opportunities, or the listing of our common stock. We are evaluating each of our properties on a rigorous and ongoing basis and to the extent we consider selling certain assets that we believe are not central to our long-term strategy in an effort to optimize and enhance our portfolio; we will evaluate these assets for impairment in accordance with our accounting policy. We anticipate that

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proceeds from any future sales will be invested into new assets, enhancements to existing assets or to retire obligations. We will also continue to reposition certain assets by making strategic tenant or operator changes for properties that we believe will benefit from a new operator based on specific expertise or geographic concentrations that a particular operator possesses.

Our real estate investment portfolio is geographically diversified with properties in 34 states and 2 Canadian provinces. The map below shows our current property allocations across geographic regions as of March 15, 2013.

Our tenants and operators. We generally attempt to lease our properties to tenants and operators that we consider to be industry leading. However, we do not believe the success of our properties is based solely on the performance or abilities of our tenants and operators. In some cases, we consider the assets we have acquired to be unique, iconic or nonreplicable which by their nature have an intrinsic value. In addition, in the event a tenant is in default and vacates a property, under special provisions in the tax laws, we are able to engage a third-party manager to operate the property on our behalf for a period of time until we re-lease it to a new tenant. During this period, the property remains open and we receive any net earnings from the property’s operations. These amounts may be more or less than the rents that were contractually due under the prior leases. Any taxable income from these properties will be subject to income tax until we re-lease these properties to new tenants.

Financial information about geographic areas. We have one consolidated property located in British Columbia, Canada, Cypress Mountain that generated total rental income of approximately $7.6 million, $7.3 million and $6.3 million for the years ended December 31, 2012, 2011 and 2010, respectively. We also own interests in two properties located in Canada through unconsolidated entities that generated a combined equity in earnings (loss) of approximately ($1.0) million, $0.2 million and $0.1 million during the years ended December 31, 2012, 2011 and 2010, respectively. The remainder of our net loss was generated from properties or investments located in the United States.

Our leases and ventures. As part of our net lease investment strategy, we either acquire properties directly or purchase interests in entities that own the properties. Once we acquire the properties, we either lease them back to the original seller or to a third-party operator. These leases are usually structured as triple-net leases which means our tenants are generally responsible for repairs, maintenance, property taxes, ground lease or permit expenses (where applicable), utilities and insurance for the properties that they lease. The weighted-average lease rate of our consolidated properties subject to long-term triple-net leases as of March 15, 2013 was approximately 8.6%. This rate is based on the weighted-average annualized straight-lined base rent due under our leases.

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Our leases are generally long-term in nature (generally five to 20 years with multiple renewal options). We have no near-term lease expirations (other than at our one multi-family residential property and senior housing properties, which generally enter into one-year leases with their tenants) with the first long-term lease expiring in January 2017, excluding available renewal periods. As of March 15, 2013, the average lease expiration of our properties structured under triple-net leases (excluding our unconsolidated properties) was approximately 15 years with the following breakdown:

We typically structure our leases to provide for the payment of a minimum annual base rent with periodic increases in base rent over the lease term. In addition, our leases provide for the payment of percentage rent normally based on a percentage of gross revenues generated at the property over certain thresholds. Within the provisions of our leases, we also generally require the payment of capital improvement reserve rent. Capital improvement reserve rents are paid by the tenant and are generally based on a percentage of gross revenue of the property and are set aside by us for capital improvements, replacements and other capital expenditures at the property. These amounts are and will remain our property during and after the term of the lease and help maintain the integrity of our assets.

Our managed properties. When beneficial to our investment structure and subject to applicable tax regulations, certain properties (hotels and senior housing properties) may be leased to wholly-owned tenants that are taxable REIT subsidiaries or that are owned through taxable REIT subsidiaries (referred to as “TRS”). Under this structure, we engage a third-party manager to conduct day-to-day operations and our results of operations will include the operating results of the underlying properties as opposed to rental income from operating leases that is recorded for properties leased to third-party tenants. In addition, in the case of a tenant default and lease termination, we may engage a third-party manager to operate the property on our behalf for a period of time until we can re-lease the property. This allows us time to stabilize the property, if necessary, and enter into a new lease when market conditions are potentially more favorable. During this managed period, we recognize all the underlying property operating revenues and expenses in our consolidated financial statements and may be subject to more direct operating risk including risks associated with seasonality and are subject to federal income tax on taxable income from the operations. See “Seasonality” below for additional information.

Our joint ventures. We have entered into joint ventures in which our partners subordinate their returns to our minimum return. This structure provides us with some protection against the risk of downturns in performance but may allow our partners to obtain a higher rate of return on their investment than we receive if the underlying performance of the properties exceeds certain thresholds. Properties that are owned through unconsolidated joint ventures may be leased or managed depending on the circumstance related to each property. As of March 15, 2013, we had a total of 50 properties owned through five unconsolidated joint ventures of which 14 are leased and 36 are managed. Additionally, as of March 15, 2013, 49 of the 50 properties held through four unconsolidated joint ventures are expected to be sold in 2013. See Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” for additional information.

Seasonality. Many of the asset classes in which we invest experience seasonal fluctuations due to the nature of their business, geographic location, climate and weather patterns. As a result, these businesses experience seasonal variations in revenues that may require our operators to supplement operating cash from their properties in order to be able to make scheduled rent payments to us. We have structured the leases for certain tenants such that rents are paid on a seasonal schedule with most, if not all, of the rent being paid during the tenant’s seasonally busy operating period.

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As part of our portfolio diversification strategy, we have specifically considered the varying and complementary seasonality of our asset classes and portfolio mix. For example, the peak operating season of our ski and mountain lifestyle assets is highly complementary to the peak seasons in our attractions, marinas and golf portfolios to balance and mitigate the risks associated with seasonality. Generally, seasonality does not significantly affect our recognition of rental income from operating leases due to straight-line revenue recognition in accordance with generally accepted accounting principles (“GAAP”). However, seasonality does impact the timing of when base rent payments are made by our tenants, which impacts our operating cash flows and rental revenue we recognize in connection with capital improvement reserve revenue and percentage rents paid by our tenants, which is recognized in the period in which it is earned and is generally based on a percentage of tenant gross revenues.

In addition, seasonality directly impacts certain of our properties where we engage independent third-party managers to operate properties on our behalf and where we record property operating revenues and expenses rather than straight-line rents from operating leases. Certain of these properties will likely generate net operating losses during their non-peak months while generating most, if not all, of their operating income during their peak operating months. As of March 15, 2013, we had a total of 55 wholly-owned managed properties consisting of 13 golf facilities, 15 attractions properties, 20 senior housing properties, two marinas and five additional lifestyle properties, which includes three waterpark hotels, one hotel and ski resort and one multi-family residential property. Our consolidated operating results and cash flows during the first, second and fourth quarters will generally be lower than the third quarter primarily due to the non-peak operating months of our larger attractions properties. Conversely, during the third quarter, our consolidated operating results and cash flows will improve during the peak operating months of our large attraction properties, offset by the non-peak operating months of our one managed ski resort property.

Significant tenants and borrowers. As of December 31, 2012 and 2011 and for the three years ended through December 31, 2012, we had the following tenants that individually accounted for 10% or more of our aggregate total revenues or assets.

Tenant	Number and Type of Leased Properties	Percentage of Total Revenues									Percentage of Total Assets
		2012			2011			2010			2012			2011
PARC Management, LLC (“PARC”)	n/a (1)		n/a	(1)		n/a	(1)		11.0	%		n/a	(1)		n/a	(1)
Boyne USA, Inc. (“Boyne”)	7 ski and mountain lifestyle properties		8.6	%		9.6	%		12.6	%		7.6	%		7.9	%
Evergreen Alliance Golf Limited, L.P. (“EAGLE”)	32 golf facilities (2)		4.9	%		8.3	%		12.1	%		10.1	%		12.3	%

FOOTNOTES:

(1) In 2011, we transitioned all of our properties previously leased to PARC to new third-party managers and PARC is no longer a tenant of ours.

(2) On November 9, 2011, our Board of Directors approved the sale of five properties and the transition of seven other properties to new third-party managers to be operated for a period of time. As of December 31, 2012, we had completed the sale of four properties with the remaining one property to be sold in 2013 and had transitioned all seven properties. The percentages above include the one property classified as assets held for sale.

Additionally, we made loans to PARC, Boyne and EAGLE that together generated interest income totaling approximately $11.3 million, $11.6 million and $11.4 million, or 2.3%, 2.8% and 3.8% of total revenues, for the years ended December 31, 2012, 2011 and 2010, respectively.

The significance of any given tenant, borrower or operator, and the related concentration of risk may decrease as additional properties and operators are added to the portfolio.

Our Investment Loans

As part of our overall investment and lending strategy, we have made and may continue to make or acquire loans (including mortgage, mezzanine or other loans) with respect to any of the asset classes in which we invest. We generally make loans to the owners of properties to enable them to acquire land, buildings, or both, or to develop property or as part of a larger acquisition. In exchange, the owner generally grants us a first lien or collateralized interest in a participating mortgage collateralized by the property or by interests in the entity that owns the property. Our loans generally require fixed interest payments. We expect that the interest rate and terms for long-term mortgage loans (generally, 10 to 20 years) will be similar to the rate of return on our long-term net leases. Mezzanine loans and other financings for which we have a secondary-lien

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or collateralized interest will generally have shorter terms (one to two years) and higher interest rates than our net leases and long-term mortgage loans. With respect to the loans that we make, we generally seek loans with collateral values resulting in a loan-to-value ratio of not more than 85%.

Sale of Properties

We intend to hold each property we acquire for an extended period. However, circumstances might arise which would result in selling certain assets. The determination of when a particular property should be sold or otherwise disposed of will be made after our board of directors considered all the relevant factors, including but not limited to prevailing and projected economic and market conditions, whether the value of the property is anticipated to appreciate or decline in the future, whether the property is performing as expected and required holding periods necessary to comply with REIT requirements. In addition, we may sell certain properties that were acquired through our unconsolidated entities if our joint venture partners made a determination to exercise their purchase option. The net sale proceeds will either be distributed to our stockholders, make selected acquisitions or make enhancements to our existing portfolio.

Distribution Reinvestment Plan

In 2011 we completed our common stock offerings and filed a registration statement on Form S-3 under the Securities Exchange Act of 1933, as amended, to register the sale of up to an additional $250 million (26.3 million shares of common stock at $9.50 per share) under our Distribution Reinvestment Plan (“DRP”). In accordance with the DRP, in the event that our Board determines a new estimated fair value of our common stock, shares of our common stock would thereafter be sold pursuant to the DRP at a price determined by our Board of Directors, which price shall not be less than 95% of the estimated fair value of a share of our common stock. On August 1, 2012, in order to comply with requirements that became applicable once we completed our offerings, our Board of Directors determined that our estimated net asset value (“NAV”) per share was $7.31. Accordingly, effective August 9, 2012, under the DRP, beginning with reinvestments made after August 9, 2012, and until we announce a new price, the DRP shares will be offered at $6.95, which represents a 5% discount to the new estimated fair value of $7.31 per share. See “Part II – Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for additional information. We anticipate we will continue to raise capital through our DRP and will use such proceeds for acquisitions and enhancements, distributions shortfalls and other corporate purposes. For the year ended December 31, 2012, we received approximately $69.0 million (8.3 million shares) through our reinvestment plan.

Termination and REIT Status

Our articles of incorporation provide for our voluntary termination and dissolution by the affirmative vote of a majority of our shares of common stock outstanding and entitled to vote at a meeting called for that purpose. In addition, our articles of incorporation permit our stockholders to terminate our status as a REIT under the Code only by the affirmative vote of the holders of a majority of our shares of common stock outstanding and entitled to vote.

Under our articles of incorporation, we automatically will terminate and dissolve on December 31, 2015, unless a listing of our common stock on a national securities exchange (“Listing”) occurs, in which event we will automatically become a perpetual life entity. If our shares are not listed on or before December 31, 2015, absent an affirmative vote of our stockholders to extend the date, we will sell our assets and distribute net sales proceeds to our stockholders or merge with another entity in a transaction which provides our stockholders with cash or securities of a publicly traded company. In making a determination of whether Listing is in the best interest of our stockholders, our Board of Directors may consider a variety of criteria, including, but not limited to, market capitalization, the number of properties owned, portfolio diversification, portfolio performance, our financial condition, potential access to capital as a listed company, and the potential for stockholder liquidity.

Competition

As a REIT, we have historically experienced competition from other REITs (both traded and non-traded), real estate partnerships, mutual funds, institutional investors, specialty finance companies, opportunity funds, healthcare providers, and other investors, including, but not limited to, banks and insurance companies, many of which generally have had greater financial resources than we do for the purposes of leasing and financing properties within our targeted asset classes. These competitors often may also have a lower cost of capital and may be subject to less regulation. The level of competition impacts both our ability to raise capital, find real estate investments and locate suitable tenants. We may also face competition from other funds in which affiliates of our Advisor participate or advise.

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In general, we perceive there to be a lower level of competition for the types of assets that we have acquired and intend to acquire in comparison to assets in more core real estate sectors based on the number of willing buyers and the volume of transactions in their respective markets. Accordingly, we believe that being focused in specialty or lifestyle asset classes allows us to take advantage of unique opportunities. Some of our key competitive advantages are as follows:

• We acquire assets in niche sectors which historically trade at higher cap rates than other core commercial real estate sectors such as multi-family, industrial, office and retail.

• Some of our targeted assets classes, such as golf and ski, have experienced a net reduction in new supply, which has positively impacted supply and demand dynamics.

• Certain of our lifestyle properties have inherently high barriers to entry. For example, the process of obtaining permits to create a new ski resort or marina is highly regulated and significantly more difficult than obtaining permits for the construction of new office or retail space. Additionally, general geographic constraints, such as the availability of suitable waterfront property or mountain terrain, are an inherent barrier to entry in several of our asset classes. There are also high costs associated with building a new ski resort, marina or regional gated attractions that may be prohibitive to potential market participants.

• Our leasing arrangements generally require the payment of capital improvement reserve rent which is paid by the tenants and set aside by us to be reinvested into the properties. This arrangement allows us to maintain the integrity of our properties and mitigates deferred maintenance issues.

• Unlike our competitors in many other commercial real estate sectors that generally receive no income in the event a tenant defaults or vacates a property, applicable tax laws allow us to engage a third-party manager to operate a property on our behalf for a period of time until we can re-lease it to a new tenant. During that period, we receive any net earnings from the underlying business operations, which may be less than rents collected under the previous leasing arrangement. However, our ability to continue to operate the property under such an arrangement helps to off-set taxes, insurance and other operating costs that would otherwise have to be absorbed by a landlord and allows the property some time to stabilize, if necessary, before entering into a new lease.

Financial Information About Industry Segments

We have determined that we operate in one business segment, real estate ownership, which consists of investing in and owning a diversified portfolio of real estate primarily within the United States. We view, manage and evaluate all of our lifestyle properties homogeneously as one collection of assets with a common goal to maximize revenues and property income regardless of the type (ski, attractions, senior housing, etc.) or ownership structure (leased or managed). Our chief operating decision maker reviews all of our properties as one consolidated portfolio and does not drive resource allocation decisions based on individual property or groups of properties. In addition, we evaluated each individual property and determined they were individually less than 10% of the combined revenue for the year ended December 31, 2012. Accordingly, we do not report segment information.

Advisory Services

Under the terms of the advisory agreement, our Advisor is responsible for our day-to-day operations, administers our bookkeeping and accounting functions, serves as our consultant in connection with policy decisions to be made by our Board of Directors, manages our properties, loans, and other permitted investments and renders other services as the Board of Directors deems appropriate. In addition, the Advisor engages and contracts with certain of its affiliates to provide services and personnel to the Company. In exchange for these services, our Advisor is entitled to receive certain fees from us. First, for supervision and day-to-day management of the properties and the mortgage loans, our Advisor receives an asset management fee, which is payable monthly, in an amount equal to 0.08334% per month based on the total real estate asset value of a property as defined in the advisory agreement (exclusive of acquisition fees and acquisition expenses), the outstanding principal amounts of any loans made by us and the amount invested in any other permitted investments as of the end of the preceding month. Second, for the selection, purchase, financing, development, construction or renovation of real properties and services related to the incurrence of debt, our Advisor receives an acquisition fee equal to 3% of the gross proceeds from our common stock offerings and loan proceeds from debt, lines of credit and other permanent financing that we use to acquire properties or to make or acquire loans and other permitted investments.

In addition, we reimburse our Advisor for all of the costs it incurs in connection with the administrative services it provides to us. However, in accordance with the advisory agreement, our Advisor is required to reimburse us for the amount by which the total operating expenses (as described in the advisory agreement) incurred by us in any four consecutive fiscal quarters (the “Expense Year”) exceed the greater of 2% of average invested assets or 25% of net income (the “Expense Cap”). For the Expense Years ended December 31, 2012, 2011 and 2010, operating expenses did not exceed the Expense Cap.

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Legal and Regulatory Considerations

General. Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe that each of our properties as of December 31, 2012 has the necessary permits and approvals to operate its business.

Americans with Disabilities Act. Our U.S. properties must comply with Title III of the Americans with Disabilities Act of 1990, or the ADA, to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We are not aware of any material noncompliance with the ADA. However, noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect. See “Risk Factors – Real Estate and Other Investment Risks – We may incur significant costs complying with the Americans with Disabilities Act and Similar Laws.”

Environmental, Health, and Safety Matters. We are subject to many federal, state, and local environmental, health, and safety laws. The applicability of specific environmental, health, and, safety laws to each of our individual properties is dependent upon a number of property-specific factors, including: the current and former uses of the property; any impacts to the property from other properties; the type and amount of any emissions or discharges from or releases at the property; the building materials used at the property, including any asbestos-containing materials; and, among other factors, the type and amount of any hazardous substances or wastes used, stored, or generated at the property.

Under various laws relating to protection of the environment, current and former owners and operators of real property may be liable for any contamination resulting from the presence or release of hazardous or toxic substances at the property. Current and former owners and operators may also be held liable to the government or to third parties for property damage and for investigation and remediation costs related to contamination, regardless of whether the owners and operators were responsible for or even knew of the contamination, and the liability may be joint and several. The government may be entitled to a lien on a contaminated property. Certain environmental laws, as well as the common law, may subject us to liability for damages or injuries suffered by third parties as a result of environmental contamination or releases originating at our properties, including releases of asbestos, and the liabilities associated with our properties could exceed the values of the respective properties. Some of our properties were previously used for industrial purposes, and those properties may contain some degree of contamination. Environmental impacts or contamination at our properties may prevent us from selling or leasing the properties or using them as collateral. Environmental laws may regulate the use of our properties or the types of operations which can be conducted at our properties, and these regulations may necessitate corrective or other expenditures.

Some of our properties may contain asbestos-containing building materials. Asbestos-containing building materials are subject to management and maintenance requirements under environmental laws, and owners and operators may be subject to penalty for noncompliance. Environmental laws may allow suits by third parties for recovery from owners and operators for personal injury related to exposure to asbestos-containing building materials.

Prior to the purchase of our properties, we generally engage independent environmental consultants to perform Phase I environmental assessments, which normally do not involve soil, groundwater or other invasive sampling. When Phase I environmental assessment results indicated the need to do so, we conducted Phase II assessments, which do involve invasive sampling. These assessments have not revealed any materially adverse environmental conditions which impact or have impacted our properties other than conditions which have been remediated or are currently undergoing remediation. There can be no assurance, however, that new environmental liabilities have not developed since the assessments were performed, that the assessment failed to reveal material adverse environmental conditions, liabilities, or compliance concerns, or that future developments, including changes in laws or regulations, will not impose environmental costs or liabilities upon us. If we become subject to material environmental liabilities, these liabilities could adversely affect us, our business and assets, the results of our operations, and our ability to meet our obligations.

Insurance. We maintain, or cause operators to maintain, insurance including, but not limited to, liability, fire, wind, earthquake, and business income coverage on all of our properties that are not being leased on a triple-net basis under various policies. We select policy specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of the coverage and industry practice and, in the opinion of our company’s management, our properties that are not being leased on a triple-net basis are currently adequately insured. We do not carry insurance for generally uninsured losses such as loss from war or nuclear reaction. Certain of our properties are located in areas known to be seismically active. See “Risk Factors—Real Estate and Other Investment Risks—Potential losses may not be covered by insurance.”

Government Regulation of Senior Housing. Senior housing communities are subject to relatively few, if any, federal regulations. Instead, to the extent they are regulated, the regulation is conducted mainly by state and local laws governing licensure, provision of services, staffing requirements and other operational matters. These state laws vary, however, most

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states require senior housing facilities to be licensed and to undergo planned and unplanned inspections. Typical state regulation provides that administrators and staff must have adequate education, demonstrated experience and attend ongoing training. In addition, state senior housing regulations generally require that the facility must demonstrate the ability to maintain overall operations while providing quality care, services and 24-hour supervision and oversight. In most states, senior housing communities are also subject to state or local building codes, fire codes, and food service licensing or certification requirements.

Federal regulation of senior housing is indirect through the regulation of the receipt of Medicare and Medicaid payments. Medicare and Medicaid payments may be subject to statutory and regulatory changes, retroactive rate adjustments, recovery of program overpayments or set-offs, administrative rulings, policy interpretations, payment or other delays by fiscal intermediaries, government funding restrictions (at a program level or with respect to specific facilities) and interruption or delays in payments due to any ongoing governmental investigations and audits at such property.

Employees

We are externally managed and as such we do not have any employees.

Taxation

The following summary of the taxation of the Company and the material federal tax consequences to the holders of our debt and equity securities (“securities”) is for general information only and is not tax advice. This summary does not address all aspects of taxation that may be relevant to certain types of holders of stock or securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding our securities as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-market method of accounting for their securities, investors in pass-through entities and foreign corporations and persons who are not citizens or residents of the United States).

This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant in light of a particular investment or other circumstances. In addition, this summary does not discuss any state or local income taxation or foreign income taxation or other tax consequences. This summary is based on current U.S. federal income tax law. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of purchasing, owning and disposing of our securities as set forth in this summary.

General. We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2004. We believe that, commencing with such taxable year, we have been organized and have operated in a manner so as to qualify as a REIT for U.S. federal income tax purposes. Qualification and taxation as a REIT depends on our ability to meet on a continuing basis, through actual operating results, distribution levels, diversity of share ownership and various qualification requirements imposed upon REITs by the Internal Revenue Code (the “Code”). Our ability to qualify as a REIT also requires that we satisfy certain asset tests (discussed below), some of which depend upon the fair market values of assets directly or indirectly owned by us. Such values may not be susceptible to a precise determination. While we intend to continue to operate in a manner that will allow us to qualify as a REIT, no assurance can be given that the actual results of our operations for any taxable year will satisfy such requirements for qualification and taxation as a REIT.

In any year in which we qualify as a REIT, in general, we will not be subject to federal income tax on that portion of our REIT taxable income or capital gain that is distributed to stockholders. We may, however, be subject to tax at normal corporate rates on any taxable income or capital gain not distributed. If we elect to retain and pay income tax on our net long-term capital gain, stockholders are required to include their proportionate share of our undistributed long-term capital gain in income, but they will receive a refundable credit for their share of any taxes paid by us on such gain.

Despite the REIT election, we may be subject to federal income and excise tax as follows:

• To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates;

• We may be subject to the “alternative minimum tax” (the “AMT”) on certain tax preference items to the extent that the AMT exceeds our regular tax;

• If we have net income from operations or from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business or other income from foreclosure property, such income will be taxed at the highest corporate rate;

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• Any net income from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property and dispositions of property due to an involuntary conversion) will be subject to a 100% tax;

• If we fail to satisfy either the 75% or 95% gross income tests (as discussed below), but nonetheless maintain our qualification as a REIT because certain other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the gross income attributable to the greater of (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test (discussed below) or (ii) 95% of our gross income (90% of our gross income for taxable years beginning on or before October 22, 2004) over the amount of qualifying gross income for purposes of the 95% gross income test (discussed below) multiplied by (2) a fraction intended to reflect our profitability;

• If we fail to distribute during each year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for such year (other than capital gain that we elect to retain and pay tax on) and (3) any undistributed taxable income from preceding periods, we will be subject to a 4% excise tax on the excess of such required distribution over amounts actually distributed; and

• We will be subject to a 100% tax on the amount of any rents from real property, deductions or excess interest paid to us by any of our TRSs that would be reduced through reallocation under certain federal income tax principles in order to more clearly reflect income of the TRS. See “— Qualification as a REIT — Investments in TRSs.”

If we acquire any assets from a corporation, which is or has been a “C” corporation, in a carryover basis transaction, we could be liable for specified liabilities that are inherited from the “C” corporation. A “C” corporation is generally defined as a corporation that is required to pay full corporate level federal income tax. If we recognize gain on the disposition of the assets during the ten-year period beginning on the date on which the assets were acquired by us, then, to the extent of the assets’ “built-in gain” (i.e., the excess of the fair market value of the asset over the adjusted tax basis in the asset, in each case determined as of the beginning of the ten-year period), we will be subject to tax on the gain at the highest regular corporate rate applicable. The results described in this paragraph with respect to the recognition of built-in gain assume that the built-in gain assets, at the time the built-in gain assets were subject to a conversion transaction (either where a “C” corporation elected REIT status or a REIT acquired the assets from a “C” corporation), were not treated as sold to an unrelated party and gain recognized.

Qualification as a REIT. A REIT is defined as a corporation, trust or association:

(1) which is managed by one or more trustees or directors;

(2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;

(3) which would be taxable as a domestic corporation but for the federal income tax law relating to REITs;

(4) which is neither a financial institution nor an insurance company;

(5) the beneficial ownership of which is held by 100 or more persons in each taxable year of the REIT except for its first taxable year;

(6) not more than 50% in value of the outstanding stock of which is owned during the last half of each taxable year, excluding its first taxable year, directly or indirectly, by or for five or fewer individuals (which includes certain entities) (the “Five or Fewer Requirement”); and

(7) which meets certain income and asset tests described below.

Conditions (1) to (4), inclusive, must be met during the entire taxable year and condition (5) must be met during at least 335 days of a taxable year of 12 months or during a proportionate part of a taxable year of less than 12 months. For purposes of conditions (5) and (6), pension funds and certain other tax-exempt entities are treated as individuals, subject to a “look-through” exception in the case of condition (6).

Based on publicly available information, we believe we have satisfied the share ownership requirements set forth in (5) and (6) above. In addition, Article 7, Section 7.6 of our Amended and Restated Articles of Incorporation, provides for restrictions regarding ownership and transfer of shares. These restrictions are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above. These restrictions, however, may not ensure that we will, in all cases, be able to satisfy the share ownership requirements described in (5) and (6) above.

We have complied with, and will continue to comply with, regulatory rules to send annual letters to certain of our stockholders requesting information regarding the actual ownership of our stock. If, despite sending the annual letters, we do not know, or after exercising reasonable diligence would not have known, whether we failed to meet the Five or Fewer

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Requirement, we will be treated as having met the Five or Fewer Requirement. If we fail to comply with these regulatory rules, we will be subject to a monetary penalty. If our failure to comply was due to intentional disregard of the requirement, the penalty would be increased. However, if our failure to comply were due to reasonable cause and not willful neglect, no penalty would be imposed.

Ownership of Qualified REIT Subsidiaries. We may own a number of properties through wholly owned subsidiaries. A corporation will qualify as a “qualified REIT subsidiary” if 100% of its stock is owned by a REIT, and the REIT does not elect to treat the subsidiary as a TRS. A “qualified REIT subsidiary” will not be treated as a separate corporation, and all assets, liabilities and items of income, deductions and credits of a “qualified REIT subsidiary” will be treated as assets, liabilities and items (as the case may be) of the REIT. A “qualified REIT subsidiary” is not subject to federal income tax, although they may be subject to state and local taxation in certain jurisdictions, and our ownership of the voting stock of a qualified REIT subsidiary will not violate the restrictions against ownership of securities of any one issuer which constitute more than 10% of the value or total voting power of such issuer or more than 5% of the value of our total assets, as described below under “— Asset Tests.”

Ownership of Partnership Interests. If we invest in a partnership, a limited liability company or a trust taxed as a partnership or as a disregarded entity, we will be deemed to own a proportionate share of the partnership’s, limited liability company’s or trust’s assets. Likewise, we will be treated as receiving our share of the income and loss of the partnership, limited liability company or trust, and the gross income will retain the same character in our hands as it has in the hands of the partnership, limited liability company or trust. These “look-through” rules apply for purposes of the income tests and assets tests described below. Thus, our proportionate share of the assets and items of gross income of our operating partnership, including its share of such items of any subsidiaries that are partnerships or limited liability companies that have not elected to be treated as corporations for U.S. federal income tax purposes, are treated as assets and items of gross income of the Company for purposes of applying the requirements described herein.

Investments in TRSs. For taxable years beginning after December 31, 2000, REITs may own more than 10% of the voting power and value of securities in TRSs. We and any taxable corporate entity in which we own an interest are allowed to jointly elect to treat such entity as a TRS.

Certain of our subsidiaries have elected to be treated as a TRS. TRSs are subject to full corporate level federal taxation on their earnings but are permitted to engage in certain types of activities that cannot be performed directly by REITs without jeopardizing their REIT status. Our TRSs will attempt to minimize the amount of these taxes, but there can be no assurance whether or the extent to which measures taken to minimize taxes will be successful. To the extent our TRSs are required to pay federal, state or local taxes, the cash available for distribution as dividends to us from our TRSs will be reduced.

The amount of interest on related-party debt that a TRS may deduct is limited. Further, a 100% tax applies to any interest payments by a TRS to its affiliated REIT to the extent the interest rate is not commercially reasonable. A TRS is permitted to deduct interest payments to unrelated parties without any of these restrictions.

The Internal Revenue Service (“IRS”) may reallocate costs between a REIT and its TRS where there is a lack of arm’s-length dealing between the parties. Any deductible expenses allocated away from a TRS would increase its tax liability. Further, any amount by which a REIT understates its deductions and overstates those of its TRS will, subject to certain exceptions, be subject to a 100% tax. Additional TRS elections may be made in the future for additional entities in which we own an interest.

Income Tests. There are two separate percentage tests relating to our sources of gross income that we must satisfy for each taxable year.

• At least 75% of our gross income (excluding gross income from certain sales of property held primarily for sale) must be directly or indirectly derived each taxable year from “rents from real property,” other income from investments relating to real property or mortgages on real property or certain income from qualified temporary investments.

• At least 95% of our gross income (excluding gross income from certain sales of property held primarily for sale) must be directly or indirectly derived each taxable year from any of the sources qualifying for the 75% gross income test and from dividends (including dividends from TRSs) and interest.

For taxable years beginning on or before October 22, 2004, (1) payments to us under an interest rate swap or cap agreement, option, futures contract, forward rate agreement or any similar financial instrument entered into by us to reduce interest rate risk on indebtedness incurred or to be incurred and (2) gain from the sale or other disposition of any such investment are treated as income qualifying under the 95% gross income test. As to transactions entered into in taxable years beginning after October 22, 2004, any of our income from a “clearly identified” hedging transaction that is entered into by us in the normal course of business, directly or indirectly, to manage the risk of interest rate movements, price changes or currency fluctuations with respect to borrowings or obligations incurred or to be incurred by us, or such other risks that are prescribed by the IRS, is excluded from the 95% gross income test.

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For transactions entered into after July 30, 2008, any of our income from a “clearly identified” hedging transaction that is entered into by us in the normal course of business, directly or indirectly, to manage the risk of interest rate movements, price changes or currency fluctuations with respect to borrowings or obligations incurred or to be incurred by us is excluded from the 95% and 75% gross income tests.

For transactions entered into after July 30, 2008, any of our income from a “clearly identified” hedging transaction entered into by us primarily to manage risk of currency fluctuations with respect to any item of income or gain that is included in gross income in the 95% and 75% gross income tests is excluded from the 95% and 75% gross income tests. In general, a hedging transaction is “clearly identified” if (1) the transaction is identified as a hedging transaction before the end of the day on which it is entered into and (2) the items or risks being hedged are identified “substantially contemporaneously” with the hedging transaction. An identification is not substantially contemporaneous if it is made more than 35 days after entering into the hedging transaction.

As to gains and items of income recognized after July 30, 2008, “passive foreign exchange gain” for any taxable year will not constitute gross income for purposes of the 95% gross income test and “real estate foreign exchange gain” for any taxable year will not constitute gross income for purposes of the 75% gross income test. Real estate foreign exchange gain is foreign currency gain (as defined in Code section 988(b)(1)) which is attributable to: (i) any qualifying item of income or gain for purposes of the 75% gross income test; (ii) the acquisition or ownership of obligations secured by mortgages on real property or interests in real property; or (iii) becoming or being the obligor under obligations secured by mortgages on real property or on interests in real property. Real estate foreign exchange gain also includes Code section 987 gain attributable to a qualified business unit (a “QBU”) of a REIT if the QBU itself meets the 75% income test for the taxable year and the 75% asset test at the close of each quarter that the REIT has directly or indirectly held the QBU. Real estate foreign exchange gain also includes any other foreign currency gain as determined by the Secretary of the Treasury. Passive foreign exchange gain includes all real estate foreign exchange gain and foreign currency gain which is attributable to: (i) any qualifying item of income or gain for purposes of the 95% gross income test; (ii) the acquisition or ownership of obligations; (iii) becoming or being the obligor under obligations; and (iv) any other foreign currency gain as determined by the Secretary of the Treasury.

Generally, other than income from “clearly identified” hedging transactions entered into by us in the normal course of business, any foreign currency gain derived by us from dealing, or engaging in substantial and regular trading, in securities will constitute gross income which does not qualify under the 95% or 75% gross income tests.

Rents received by us will qualify as “rents from real property” for purposes of satisfying the gross income tests for a REIT only if several conditions are met:

• The amount of rent must not be based in whole or in part on the income or profits of any person, although rents generally will not be excluded merely because they are based on a fixed percentage or percentages of receipts or sales.

• Rents received from a tenant will not qualify as rents from real property if the REIT, or an owner of 10% or more of the REIT, also directly or constructively owns 10% or more of the tenant, unless the tenant is our TRS and certain other requirements are met with respect to the real property being rented.

• If rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease, then the portion of rent attributable to such personal property will not qualify as “rents from real property.”

• For rents to qualify as rents from real property, we generally must not furnish or render services to tenants, other than through a TRS or an “independent contractor” from whom we derive no income, except that we may directly provide services that are “usually or customarily rendered” in the geographic area in which the property is located in connection with the rental of real property for occupancy only, or are not otherwise considered “rendered to the occupant for his convenience.”

• A REIT may lease “qualified lodging facilities” and, for taxable years beginning after July 30, 2008, “qualified health care properties” on an arm’s-length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an “eligible independent contractor,” which generally is an “independent contractor” and who is, or is related to a person who is, actively engaged in the trade or business of operating qualified lodging facilities or qualified health care facilities, as applicable, for any person unrelated to us or our TRS. Generally, the rent that the REIT receives from the TRS will be treated as “rents from real property” notwithstanding the limit on 10% owned tenants described above. A “qualified lodging facility” is a hotel, motel or other establishment where more than one-half of the dwelling units in which are used on a transient basis,

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unless wagering activities are conducted at or in connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility. A “qualified health care property” includes a real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients and which is operated by a provider of such services which is eligible for participation in the Medicare program with respect to such facility.

A REIT is permitted to render a de minimis amount of impermissible services to tenants and still treat amounts received with respect to that property as rent from real property. The amount received or accrued by the REIT during the taxable year for the impermissible services with respect to a property may not exceed 1% of all amounts received or accrued by the REIT directly or indirectly from the property. The amount received for any service or management operation for this purpose shall be deemed to be not less than 150% of the direct cost of the REIT in furnishing or rendering the service or providing the management or operation. Furthermore, impermissible services may be furnished to tenants by a TRS subject to certain conditions, and we may still treat rents received with respect to the property as rent from real property.

The term “interest” generally does not include any amount if the determination of the amount depends in whole or in part on the income or profits of any person, although an amount generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage of receipts or sales. If a mortgage loan is collateralized by both real property and other property, all the interest on it will nevertheless qualify under the 75% gross income test if the amount of the loan did not exceed the fair market value of the real property at the time of the loan commitment.

License income and other income from the right to use property which is not properly characterized as a lease for federal income tax purposes will not qualify under either the 75% or 95% gross income tests. Rents from leases of our marina properties may not qualify under the 75% or 95% gross income tests to the extent of the portion of the rental income properly allocable to the value of the water rights associated with the marina.

Income from sales of property by a REIT which are held for sale to customers may be subject to a 100% prohibited transactions tax and do not constitute gross income for purposes of the 75% and 95% gross income tests. Properties we acquire for the purpose of developing and selling to third parties, such as certain interests in vacation ownership properties, are generally held by us through a TRS and subject to corporate level taxes. Net after-tax income of a TRS may be distributed to us and will be qualifying income for purposes of the 95% but not the 75% gross income test.

If a REIT acquires real property and personal property incident to such real property through a foreclosure or similar process following a default on a lease of such property or a default on indebtedness owed to the REIT that is secured by the property, and if the REIT makes a timely election to treat such property as “foreclosure property” under applicable provisions of the Code, net income (including any foreign currency gain) the REIT realizes from such property generally will be subject to tax at the maximum U.S. federal corporate income tax rate, regardless of whether the REIT distributes such income to its shareholders currently. However, such income will nonetheless qualify for purposes of the 75% and 95% gross income tests even if it would not otherwise be qualifying income for such purposes in the absence of the foreclosure property election.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we are eligible for relief. For taxable years beginning on or before October 22, 2004, these relief provisions generally will be available if: (1) our failure to meet such tests was due to reasonable cause and not due to willful neglect; (2) we attach a schedule of the sources of our income to our return; and (3) any incorrect information on the schedule was not due to fraud with intent to evade tax. For taxable years beginning after October 22, 2004, these relief provisions generally will be available if (1) following our identification of the failure, we file a schedule for such taxable year describing each item of our gross income, and (2) the failure to meet such tests was due to reasonable cause and not due to willful neglect.

It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions. If these relief provisions apply, a 100% tax is imposed on an amount equal to (a) the gross income attributable to (1) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% income test and (2) 95% of our gross income (90% of our gross income for taxable years beginning on or before October 22, 2004) over the amount of qualifying gross income for purposes of the 95% income test, multiplied by (b) a fraction intended to reflect our profitability.

The Secretary of the Treasury is given broad authority to determine whether particular items of income or gain qualify or not under the 75% and 95% gross income tests, or are to be excluded from the measure of gross income for such purposes.

Asset Tests. Within 30 days after the close of each quarter of our taxable year, we must also satisfy several tests relating to the nature and diversification of our assets determined in accordance with generally accepted accounting principles. At least 75% of the value of our total assets must be represented by real estate assets, cash, cash items (including receivables arising

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in the ordinary course of our operation), government securities and qualified temporary investments. The term “real estate assets” includes real property, interests in real property, leaseholds of land or improvements thereon, and mortgages on the foregoing and any property attributable to the temporary investment of new capital (but only if such property is stock or a debt instrument and only for the one-year period beginning on the date the REIT receives such capital). When a mortgage is secured by both real property and other property, it is considered to constitute a mortgage on real property to the extent of the fair market value of the real property when the REIT is committed to make the loan or, in the case of a construction loan, the reasonably estimated cost of construction.

Although 25% of our assets generally may be invested without regard to the above restrictions, we are prohibited from owning securities representing more than 10% of either the vote (the “10% vote test”) or value (the “10% value test”) of the outstanding securities of any issuer other than a qualified REIT subsidiary, another REIT or a TRS. Further, no more than 25% of the total assets may be represented by securities of one or more TRSs (the “25% asset test”) and no more than 5% of the value of our total assets may be represented by securities of any non-governmental issuer other than a qualified REIT subsidiary (the “5% asset test”), another REIT or a TRS. Each of the 10% vote test, the 10% value test and the 25% and 5% asset tests must be satisfied at the end of each quarter. There are special rules which provide relief if the value related tests are not satisfied due to changes in the value of the assets of a REIT.

Certain items are excluded from the 10% value test, including: (1) straight debt securities of an issuer (including straight debt that provides certain contingent payments); (2) any loan to an individual or an estate; (3) any rental agreement described in Section 467 of the Code, other than with a “related person”; (4) any obligation to pay rents from real property; (5) certain securities issued by a state or any subdivision thereof, the District of Columbia, a foreign government, or any political subdivision thereof, or the Commonwealth of Puerto Rico; (6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of security (“excluded securities”). Special rules apply to straight debt securities issued by corporations and entities taxable as partnerships for federal income tax purposes. If a REIT, or its TRS, holds (1) straight debt securities of a corporate or partnership issuer and (2) securities of such issuer that are not excluded securities and have an aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will be included in the 10% value test.

A REIT’s interest as a partner in a partnership is not treated as a security for purposes of applying the 10% value test to securities issued by the partnership. Further, any debt instrument issued by a partnership will not be a security for purposes of applying the 10% value test (1) to the extent of the REIT’s interest as a partner in the partnership and (2) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) would qualify for the 75% gross income test. For taxable years beginning after October 22, 2004, for purposes of the 10% value test, a REIT’s interest in a partnership’s assets is determined by the REIT’s proportionate interest in any securities issued by the partnership (other than the excluded securities described in the preceding paragraph).

For taxable years beginning after July 30, 2008, if the REIT or its QBU uses a foreign currency as its functional currency, the term “cash” includes such foreign currency, but only to the extent such foreign currency is (i) held for use in the normal course of the activities of the REIT or QBU which give rise to items of income or gain that are included in the 95% and 75% gross income tests or are directly related to acquiring or holding assets qualifying under the 75% asset test, and (ii) not held in connection with dealing or engaging in substantial and regular trading in securities.

With respect to corrections of failures for which the requirements for corrections are satisfied after October 22, 2004, regardless of whether such failures occurred in taxable years beginning on, before or after such date, as to violations of the 10% vote test, the 10% value test or the 5% asset test, a REIT may avoid disqualification as a REIT by disposing of sufficient assets to cure a violation that does not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter or $10,000,000, provided that the disposition occurs within six months following the last day of the quarter in which the REIT first identified the violation. For violations of any of the REIT asset tests due to reasonable cause and not willful neglect that exceed the thresholds described in the preceding sentence, a REIT can avoid disqualification as a REIT after the close of a taxable quarter by taking certain steps, including disposition of sufficient assets within the six month period described above to meet the applicable asset test, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets and filing a schedule with the IRS that describes the non-qualifying assets.

Annual Distribution Requirements. In order to avoid being taxed as a regular corporation, we are required to make distributions (other than capital gain distributions) to our stockholders which qualify for the dividends paid deduction in an amount at least equal to (1) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain) and (ii) 90% of the after-tax net income, if any, from foreclosure property, minus (2) a portion of certain items of non-cash income. These distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for that year and if paid on or before the first regular distribution payment after such declaration. Dividends we declare in October, November, or December of any year and which are payable to a stockholder of record on a specified date in any of these months will be treated as both paid by us

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and received by the stockholder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following year. The amount distributed must not be preferential. This means that every stockholder of the class of stock to which a distribution is made must be treated the same as every other stockholder of that class, and no class of stock may be treated otherwise than in accordance with its dividend rights as a class. To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates. Finally, as discussed above, we may be subject to an excise tax if we fail to meet certain other distribution requirements. We intend to make timely distributions sufficient to satisfy these annual distribution requirements.

It is possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or to distribute such greater amount as may be necessary to avoid income and excise taxation, due to, among other things, (1) timing differences between (i) the actual receipt of income and actual payment of deductible expenses and (ii) the inclusion of income and deduction of expenses in arriving at our taxable income, or (2) the payment of severance benefits that may not be deductible to us. For example, in the event of the default or financial failure of one or more tenants, we might be required to continue to accrue rent for some period of time under federal income tax principles even though we would not currently be receiving the corresponding amounts of cash. Similarly, under federal income tax principles, we might not be entitled to deduct certain expenses at the time those expenses are incurred. In either case, our cash available for making distributions might not be sufficient to satisfy the 90% distribution requirement. If the cash available to us is insufficient, we might raise cash in order to make the distributions by borrowing funds, issuing new securities or selling assets. In the event that timing differences occur, we may find it necessary to arrange for borrowings or, if possible, pay dividends in the form of taxable stock dividends in order to meet the distribution requirement.

Under certain circumstances, in the event of a deficiency determined by the IRS, we may be able to rectify a resulting failure to meet the distribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for distributions paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends; however, we will be required to pay applicable penalties and interest based upon the amount of any deduction taken for deficiency dividend distributions.

Failure to Qualify as a REIT

If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible nor will any particular amount of distributions be required to be made in any year. All distributions to stockholders will be taxable as ordinary income to the extent of current and accumulated earnings and profits allocable to these distributions and, subject to certain limitations, will be eligible for the dividends received deduction for corporate stockholders. Unless entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances we would be entitled to statutory relief. Failure to qualify for even one year could result in our need to incur indebtedness or liquidate investments in order to pay potentially significant resulting tax liabilities. In addition, a failure by us to qualify as a REIT could significantly reduce the cash available to pay dividends on our common shares and interest on debt securities, and could materially reduce the value of our common share and debt securities.

In addition to the relief described above under “— Income Tests” and “— Asset Tests,” relief is available in the event that we violate a provision of the Code that would result in our failure to qualify as a REIT if: (1) the violation is due to reasonable cause and not due to willful neglect; (2) we pay a penalty of $50,000 for each failure to satisfy the provision; and (3) the violation does not include a violation described under “— Income Tests” or “— Asset Tests” above. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions.

U.S. Federal Income Taxation of Holders of Our Stock

Treatment of Taxable U.S. Stockholders. The following summary applies to you only if you are a “U.S. stockholder.” A “U.S. stockholder” is a holder of shares of stock who, for United States federal income tax purposes, is:

• a citizen or resident of the United States;

• a corporation, partnership or other entity classified as a corporation or partnership for these purposes, created or organized in or under the laws of the United States or of any political subdivision of the United States, including any state;

• an estate, the income of which is subject to United States federal income taxation regardless of its source; or

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• a trust, if, in general, a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons, within the meaning of the Code, has the authority to control all of the trust’s substantial decisions.

So long as we qualify for taxation as a REIT, distributions on shares of our stock made out of the current or accumulated earnings and profits allocable to these distributions (and not designated as capital gain dividends) will be includable as ordinary income for federal income tax purposes. None of these distributions will be eligible for the dividends received deduction for U.S. corporate stockholders.

Generally, for taxable years ending after May 6, 2003 through December 31, 2012, the maximum marginal rate of tax payable by individuals on dividends received from corporations that are subject to a corporate level of tax is 15%. For taxable years ending after December 31, 2012, this rate increased to 20%. Except in limited circumstances, this tax rate will not apply to dividends paid to you by us on our shares, because generally we are not subject to federal income tax on the portion of our REIT taxable income or capital gains distributed to our stockholders. The reduced maximum federal income tax rate will apply to that portion, if any, of dividends received by you with respect to our shares that are attributable to: (1) dividends received by us from non-REIT corporations or other TRSs; (2) income from the prior year with respect to which we were required to pay federal corporate income tax during the prior year (if, for example, we did not distribute 100% of our REIT taxable income for the prior year); or (3) the amount of any earnings and profits that were distributed by us and accumulated in a non-REIT year.

Distributions that are designated as capital gain dividends will be taxed as long-term capital gains (to the extent they do not exceed our actual net capital gain for the taxable year), without regard to the period for which you held our stock. However, if you are a corporation, you may be required to treat a portion of some capital gain dividends as ordinary income.

If we elect to retain and pay income tax on any net long-term capital gain, you would include in income, as long-term capital gain, your proportionate share of this net long-term capital gain. You would also receive a refundable tax credit for your proportionate share of the tax paid by us on such retained capital gains, and you would have an increase in the basis of your shares of our stock in an amount equal to your includable capital gains less your share of the tax deemed paid.

You may not include in your federal income tax return any of our net operating losses or capital losses. Federal income tax rules may also require that certain minimum tax adjustments and preferences be apportioned to you. In addition, any distribution declared by us in October, November or December of any year on a specified date in any such month shall be treated as both paid by us and received by you on December 31 of that year, provided that the distribution is actually paid by us no later than January 31 of the following year.

We will be treated as having sufficient earnings and profits to treat as a dividend any distribution up to the amount required to be distributed in order to avoid imposition of the 4% excise tax discussed under “— General” and “— Qualification as a REIT — Annual Distribution Requirements” above. As a result, you may be required to treat as taxable dividends certain distributions that would otherwise result in a tax-free return of capital. Moreover, any “deficiency dividend” will be treated as a dividend (an ordinary dividend or a capital gain dividend, as the case may be), regardless of our earnings and profits. Any other distributions in excess of current or accumulated earnings and profits will not be taxable to you to the extent these distributions do not exceed the adjusted tax basis of your shares of our stock. You will be required to reduce the tax basis of your shares of our stock by the amount of these distributions until the basis has been reduced to zero, after which these distributions will be taxable as capital gain, if the shares of our stock are held as capital assets. The tax basis as so reduced will be used in computing the capital gain or loss, if any, realized upon sale of the shares of our stock. Any loss upon a sale or exchange of shares of our stock which were held for six months or less (after application of certain holding period rules) will generally be treated as a long-term capital loss to the extent you previously received capital gain distributions with respect to these shares of our stock.

Upon the sale or exchange of any shares of our stock to or with a person other than us or a sale or exchange of all shares of our stock (whether actually or constructively owned) with us, you will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and your adjusted tax basis in these shares of our stock. This gain will be capital gain if you held these shares of our stock as a capital asset.

If we redeem any of your shares in us, the treatment can only be determined on the basis of particular facts at the time of redemption. In general, you will recognize gain or loss (as opposed to dividend income) equal to the difference between the amount received by you in the redemption and your adjusted tax basis in your shares redeemed if such redemption: (1) results in a “complete termination” of your interest in all classes of our equity securities; (2) is a “substantially disproportionate redemption”; or (3) is “not essentially equivalent to a dividend” with respect to you. In applying these tests, you must take into account your ownership of all classes of our equity securities (e.g., common stock, preferred stock, depositary shares and warrants). You also must take into account any equity securities that are considered to be constructively owned by you.

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If, as a result of a redemption by us of your shares, you no longer own (either actually or constructively) any of our equity securities or only own (actually and constructively) an insubstantial percentage of our equity securities, then it is probable that the redemption of your shares would be considered “not essentially equivalent to a dividend” and, thus, would result in gain or loss to you. However, whether a distribution is “not essentially equivalent to a dividend” depends on all of the facts and circumstances, and if you rely on any of these tests at the time of redemption, you should consult your tax advisor to determine their application to the particular situation.

Generally, if the redemption does not meet the tests described above, then the proceeds received by you from the redemption of your shares will be treated as a distribution taxable as a dividend to the extent of the allocable portion of current or accumulated earnings and profits. If the redemption is taxed as a dividend, your adjusted tax basis in the redeemed shares will be transferred to any other shareholdings in us that you own. If you own no other shareholdings in us, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely.

Gain from the sale or exchange of our shares held for more than one year is taxed at a maximum long-term capital gain rate, which is currently 20%. Pursuant to IRS guidance, we may classify portions of our capital gain dividends as gains eligible for the long-term capital gains rate or as gain taxable to individual stockholders at a maximum rate of 25%.

An additional tax of 3.8% generally will be imposed on the “net investment income” of U.S. stockholders who meet certain requirements and are individuals, estates or certain trusts for taxable years beginning after December 31, 2012. Among other items, “net investment income” generally includes gross income from dividends and net gain attributable to the disposition of certain property, such as shares of our stock. In the case of individuals, this tax will only apply to the extent such individual’s modified adjusted gross income exceeds $200,000 ($250,000 for married couples filing a joint return and surviving spouses, and $125,000 for married individuals filing a separate return. U.S. stockholders should consult their tax advisors regarding the possible applicability of this additional tax in their particular circumstances.

Treatment of Tax-Exempt U.S. Stockholders. Tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts (“Exempt Organizations”), generally are exempt from federal income taxation. However, they are subject to taxation on their unrelated business taxable income (“UBTI”). The IRS has issued a published revenue ruling that dividend distributions from a REIT to an exempt employee pension trust do not constitute UBTI, provided that the shares of the REIT are not otherwise used in an unrelated trade or business of the exempt employee pension trust. Based on this ruling, amounts distributed by us to Exempt Organizations generally should not constitute UBTI. However, if an Exempt Organization finances its acquisition of the shares of our stock with debt, a portion of its income from us will constitute UBTI pursuant to the “debt financed property” rules. Likewise, a portion of the Exempt Organization’s income from us would constitute UBTI if we held a residual interest in a real estate mortgage investment conduit.

In addition, in certain circumstances, a pension trust that owns more than 10% of our stock is required to treat a percentage of our dividends as UBTI. This rule applies to a pension trust holding more than 10% of our stock only if: (1) the percentage of our income that is UBTI (determined as if we were a pension trust) is at least 5%; (2) we qualify as a REIT by reason of the modification of the Five or Fewer Requirement that allows beneficiaries of the pension trust to be treated as holding shares in proportion to their actuarial interests in the pension trust; and (3) either (i) one pension trust owns more than 25% of the value of our stock, or (ii) a group of pension trusts individually holding more than 10% of the value of our stock collectively own more than 50% of the value of our stock.

Backup Withholding and Information Reporting. Under certain circumstances, you may be subject to backup withholding at applicable rates on payments made with respect to, or cash proceeds of a sale or exchange of, shares of our stock. Backup withholding will apply only if you: (1) fail to provide a correct taxpayer identification number, which if you are an individual, is ordinarily your social security number; (2) furnish an incorrect taxpayer identification number; (3) are notified by the IRS that you have failed to properly report payments of interest or dividends; or (4) fail to certify, under penalties of perjury, that you have furnished a correct taxpayer identification number and that the IRS has not notified you that you are subject to backup withholding.

Backup withholding will not apply with respect to payments made to certain exempt recipients, such as corporations and tax-exempt organizations. You should consult with a tax advisor regarding qualification for exemption from backup withholding, and the procedure for obtaining an exemption. Backup withholding is not an additional tax. Rather, the amount of any backup withholding with respect to a payment to a stockholder will be allowed as a credit against such stockholder’s United States federal income tax liability and may entitle such stockholder to a refund, provided that the required information is provided to the IRS. In addition, withholding a portion of capital gain distributions made to stockholders may be required for stockholders who fail to certify their non-foreign status.

Taxation of Foreign Stockholders. The following summary applies to you only if you are a foreign person. The federal taxation of foreign persons is a highly complex matter that may be affected by many considerations.

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Except as discussed below, distributions to you of cash generated by our real estate operations in the form of ordinary dividends, but not by the sale or exchange of our capital assets, generally will be subject to U.S. withholding tax at a rate of 30%, unless an applicable tax treaty reduces that tax and you file with us the required form evidencing the lower rate.

In general, you will be subject to United States federal income tax on a graduated rate basis rather than withholding with respect to your investment in our stock if such investment is “effectively connected” with your conduct of a trade or business in the United States. A corporate foreign stockholder that receives income that is, or is treated as, effectively connected with a United States trade or business may also be subject to the branch profits tax, which is payable in addition to regular United States corporate income tax. The following discussion will apply to foreign stockholders whose investment in us is not so effectively connected. We expect to withhold United States income tax, as described below, on the gross amount of any distributions paid to you unless (1) you file an IRS Form W-8ECI with us claiming that the distribution is “effectively connected” or (2) certain other exceptions apply.

Distributions by us that are attributable to gain from the sale or exchange of a United States real property interest will be taxed to you under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) as if these distributions were gains “effectively connected” with a United States trade or business. Accordingly, you will be taxed at the normal capital gain rates applicable to a U.S. stockholder on these amounts, subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals. Distributions subject to FIRPTA may also be subject to a branch profits tax in the hands of a corporate foreign stockholder that is not entitled to treaty exemption.

We will be required to withhold from distributions subject to FIRPTA, and remit to the IRS, 35% of designated capital gain dividends, or, if greater, 35% of the amount of any distributions that could be designated as capital gain dividends. In addition, if we designate prior distributions as capital gain dividends, subsequent distributions, up to the amount of the prior distributions not withheld against, will be treated as capital gain dividends for purposes of withholding.

Any capital gain dividend with respect to any class of stock that is “regularly traded” on an established securities market will be treated as an ordinary dividend if the foreign stockholder did not own more than 5% of such class of stock at any time during the taxable year. Foreign stockholders generally will not be required to report distributions received from us on U.S. federal income tax returns and all distributions treated as dividends for U.S. federal income tax purposes including any capital gain dividend will be subject to a 30% U.S. withholding tax (unless reduced under an applicable income tax treaty) as discussed above. In addition, the branch profits tax will no longer apply to such distributions.

Unless our shares constitute a “United States real property interest” within the meaning of FIRPTA or are effectively connected with a U.S. trade or business, a sale of our shares by you generally will not be subject to United States taxation. Our shares will not constitute a United States real property interest if we qualify as a “domestically controlled REIT.” We believe that we, and expect to continue to, qualify as a domestically controlled REIT. A domestically controlled REIT is a REIT in which at all times during a specified testing period less than 50% in value of its shares is held directly or indirectly by foreign stockholders. However, if you are a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions apply, you will be subject to a 30% tax on such capital gains. In any event, a purchaser of our shares from you will not be required under FIRPTA to withhold on the purchase price if the purchased shares are “regularly traded” on an established securities market or if we are a domestically controlled REIT. Otherwise, under FIRPTA, the purchaser may be required to withhold 10% of the purchase price and remit such amount to the IRS.

Backup withholding tax and information reporting will generally not apply to distributions paid to you outside the United States that are treated as: (1) dividends to which the 30% or lower treaty rate withholding tax discussed above applies; (2) capital gains dividends; or (3) distributions attributable to gain from the sale or exchange by us of U.S. real property interests. Payment of the proceeds of a sale of stock within the United States or conducted through certain U.S. related financial intermediaries is subject to both backup withholding and information reporting unless the beneficial owner certifies under penalties of perjury that he or she is not a U.S. person (and the payor does not have actual knowledge that the beneficial owner is a U.S. person) or otherwise established an exemption. You may obtain a refund of any amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS.

Withholding tax at a rate of 30% will be imposed on certain payments to you or certain foreign financial institutions (including investment funds) and other non-U.S. persons receiving payments on your behalf, including distributions in respect of shares of our stock and gross proceeds from the sale of shares of our stock, if you or such institutions fail to comply with certain due diligence, disclosure and reporting rules, as set forth in recently issued Treasury regulations. Accordingly, the entity through which shares of our stock are held will affect the determination of whether such withholding is required. Withholding will apply to payments of dividends made after December 31, 2013, and to payments of gross proceeds from a sale of shares of our stock made after December 31, 2016. Stockholders that are otherwise eligible for an exemption from, or reduction of, U.S. withholding taxes with respect to such dividends and proceeds will be required to seek

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a refund from the Internal Revenue Service to obtain the benefit of such exemption or reduction. Additional requirements and conditions may be imposed pursuant to an intergovernmental agreement, if and when entered into, between the United States and such institution’s home jurisdiction. We will not pay any additional amounts to any stockholders in respect of any amounts withheld. You are encouraged to consult with your tax advisors regarding U.S. withholding taxes and the application of the recently issued Treasury regulations in light of your particular circumstances.

U.S. Federal Income and Estate Taxation of Holders of Our Debt Securities. The following is a general summary of the United States federal income tax consequences and, in the case that you are a holder that is a non-U.S. holder, as defined below, the United States federal estate tax consequences, of purchasing, owning and disposing of debt securities periodically offered under one or more indentures (the “notes”). This summary assumes that you hold the notes as capital assets. This summary applies to you only if you are the initial holder of the notes and you acquire the notes for a price equal to the issue price of the notes. The issue price of the notes is the first price at which a substantial amount of the notes is sold other than to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. In addition, this summary does not consider any foreign, state, local or other tax laws that may be applicable to us or a purchaser of the notes.

Taxable U.S. Holders of the Notes. The following summary applies to you only if you are a U.S. holder, as defined below.

Definition of a U.S. Holder. A “U.S. holder” is a beneficial owner of a note or notes that is for United States federal income tax purposes:

• a citizen or resident of the United States;

• a corporation, partnership or other entity classified as a corporation or partnership for these purposes, created or organized in or under the laws of the United States or of any political subdivision of the United States, including any state;

• an estate, the income of which is subject to United States federal income taxation regardless of its source; or

• a trust, if, in general, a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons, within the meaning of the Code, has the authority to control all of the trust’s substantial decisions.

Payments of Interest. Stated interest on the notes generally will be taxed as ordinary interest income from domestic sources at the time it is paid or accrues in accordance with your method of accounting for tax purposes.

Sale, Exchange or Other Disposition of the Notes. The adjusted tax basis in your note acquired at a premium will generally be your cost. You generally will recognize taxable gain or loss when you sell or otherwise dispose of your notes equal to the difference, if any, between:

• the amount realized on the sale or other disposition, less any amount attributable to any accrued interest, which will be taxable in the manner described under “— Payments of Interest” above; and

• your adjusted tax basis in the notes.

Your gain or loss generally will be capital gain or loss. This capital gain or loss will be long-term capital gain or loss if at the time of the sale or other disposition you have held the notes for more than one year. Subject to limited exceptions, your capital losses cannot be used to offset your ordinary income.

Redemption or Repurchase of the Notes. If we redeem or otherwise repurchase the notes, we may be obligated to pay additional amounts in excess of stated principal and interest. We intend to take the position that the notes should not be treated as contingent payment debt instruments because of this additional payment. Assuming such position is respected, a U.S. holder would be required to include in income the amount of any such additional payment at the time such payment is received or accrued in accordance with such U.S. holder’s method of accounting for United States federal income tax purposes. If the IRS successfully challenged this position, and the notes were treated as contingent payment debt instruments, U.S. holders could be required to accrue interest income at a rate higher than the stated interest rate on the debt securities and to treat as ordinary income, rather than capital gain, any gain recognized on a sale, exchange or redemption of a note. U.S. holders are urged to consult their tax advisors regarding the potential application to the notes of the contingent payment debt instrument rules and the consequences thereof.

Backup Withholding and Information Reporting. In general, “backup withholding” may apply to any payments made to you of principal and interest on your note, and to payment of the proceeds of a sale or other disposition of your note before maturity, if you are a non-exempt U.S. holder and: (1) fail to provide a correct taxpayer identification number, which if you are an individual, is ordinarily your social security number; (2) furnish an incorrect taxpayer identification number; (3) are notified by the IRS that you have failed to properly report payments of interest or dividends; or (4) fail to certify, under penalties of perjury, that you have furnished a correct taxpayer identification number and that the IRS has not notified you that you are subject to backup withholding.

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The amount of any reportable payments, including interest, made to you (unless you are an exempt recipient) and the amount of tax withheld, if any, with respect to such payments will be reported to you and to the IRS for each calendar year. You should consult your tax advisor regarding your qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax, and amount withheld may be refunded to you and/or credited against your U.S. federal income tax liability, provided that required and correct information is provided to the IRS.

Non-U.S. Holders of the Notes. The following summary applies to you if you are a beneficial owner of a note and are not a U.S. holder, as defined above (a “non-U.S. holder”).

Special rules may apply to certain non-U.S. holders such as “controlled foreign corporations,” “passive foreign investment companies” and “foreign personal holding companies.” Such entities are encouraged to consult their tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

U.S. Federal Withholding Tax. Subject to the discussion below, U.S. federal withholding tax will not apply to payments by us or our paying agent, in its capacity as such, of principal and interest on your notes under the “portfolio interest” exception of the Code, provided that:

• you do not, directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our stock entitled to vote;

• you are not (1) a controlled foreign corporation for U.S. federal income tax purposes that is related, directly or indirectly, to us through sufficient stock ownership, as provided in the Code, or (2) a bank receiving interest described in Section 881(c)(3)(A) of the Code;

• such interest is not effectively connected with your conduct of a U.S. trade or business; and

• you provide a signed written statement, under penalties of perjury, which can reliably be related to you, certifying that you are not a U.S. person within the meaning of the Code and providing your name and address to:

• us or our paying agent; or

• a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds your notes on your behalf and that certifies to us or our paying agent under penalties of perjury that it, or the bank or financial institution between it and you, has received from you your signed, written statement and provides us or our paying agent with a copy of such statement.

Treasury regulations provide that:

• if you are a foreign partnership, the certification requirement will generally apply to your partners, and you will be required to provide certain information;

• if you are a foreign trust, the certification requirement will generally be applied to you or your beneficial owners depending on whether you are a “foreign complex trust,” “foreign simple trust,” or “foreign grantor trust” as defined in the Treasury regulations; and

• look-through rules will apply for tiered partnerships, foreign simple trusts and foreign grantor trusts.

If you are a foreign partnership or a foreign trust, you should consult your own tax advisor regarding your status under these Treasury regulations and the certification requirements applicable to you.

If you cannot satisfy the portfolio interest requirements described above, payments of interest will be subject to the 30% United States withholding tax, unless you provide us with a properly executed (1) IRS Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable treaty or (2) IRS Form W-8ECI stating that interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States. Alternative documentation may be applicable in certain circumstances.

If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, you will be required to pay United States federal income tax on that interest on a net income basis (although you will be exempt from the 30% withholding tax provided the certification requirement described above is met) in the same manner as if you were a U.S. person, except as otherwise provided by an applicable tax treaty. If you are a foreign corporation, you may be required to pay a branch profits tax on the earnings and profits that are effectively connected to the conduct of your trade or business in the United States.

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Recent legislation generally will impose U.S. withholding tax at a 30% rate on payments of interest (including original issue discount) and proceeds of sale in respect of debt instruments to certain non-U.S. holders if certain additional disclosure requirements related to U.S. ownership of such non-U.S. holders or U.S. accounts maintained by such non-U.S. holders are not satisfied. However, the withholding tax will not be imposed on payments pursuant to debt or other obligations outstanding as of March 18, 2012. If payment of withholding taxes is required, non-U.S. holders that are otherwise eligible for an exemption from, or reduction of, U.S. withholding taxes with respect to such distributions and proceeds of a sale of such shares will be entitled to seek a refund from the IRS to obtain the benefit of such exemption or reduction. We will not pay any additional amounts to non-U.S. holders in respect of any amounts withheld. These new withholding rules are generally effective for payments of interest made after December 31, 2013.

Sale, Exchange or other Disposition of Notes. You generally will not have to pay U.S. federal income tax on any gain or income realized from the sale, redemption, retirement at maturity or other disposition of your notes, unless:

• in the case of gain, you are an individual who is present in the United States for 183 days or more during the taxable year of the sale or other disposition of your notes, and specific other conditions are met;

• you are subject to tax provisions applicable to certain United States expatriates; or

• the gain is effectively connected with your conduct of a U.S. trade or business.

If you are described in the first bullet point above, you will be subject to United States federal income tax at a rate of 30% (or, if applicable, a lower treaty rate) on the gain derived from the sale, which may be offset by certain Untied States source capital losses, even though you are not considered a resident of the United States. If you are described in the second bullet above, you should consult your tax advisor regarding the potential liability for United States federal income tax on your gain realized on the notes. If you are engaged in a trade or business in the United States, and gain with respect to your notes is effectively connected with the conduct of that trade or business (and if an income tax treaty applies, you maintain a United States permanent establishment to which any such gain is generally attributable), you generally will be subject to U.S. income tax on a net basis on the gain as if you were a U.S. Holder. In addition, if you are a foreign corporation, you may be subject to a branch profits tax on your effectively connected earnings and profits for the taxable year, as adjusted for certain items.

U.S. Federal Estate Tax. If you are an individual and are not a U.S. citizen or a resident of the United States, as specially defined for U.S. federal estate tax purposes, at the time of your death, your notes will generally not be subject to the U.S. federal estate tax, unless, at the time of your death (1) you owned actually or constructively 10% or more of the total combined voting power of all our classes of stock entitled to vote, or (2) interest on the notes is effectively connected with your conduct of a U.S. trade or business.

Backup Withholding and Information Reporting. Backup withholding will not apply to payments of principal or interest made by us or our paying agent, in its capacity as such, to you if you have provided the required certification that you are a non-U.S. holder as described in “— U.S. Federal Withholding Tax” above, and provided that neither we nor our paying agent have actual knowledge that you are a U.S. holder, as described in “— U.S. Holders” above. We or our paying agent may, however, report payments of interest on the notes.

The gross proceeds from the disposition of your notes may be subject to information reporting and backup withholding tax. If you sell your notes outside the United States through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then the U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if you sell your notes through a non-U.S. office of a broker that:

• is a U.S. person, as defined in the Code;

• derives 50% or more of its gross income in specific periods from the conduct of a trade or business in the United States;

• is a “controlled foreign corporation” for U.S. federal income tax purposes; or

• is a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons who in the aggregate hold more than 50% of the income or capital interests in the partnership, or the foreign partnership is engaged in a U.S. trade or business, unless the broker has documentary evidence in its files that you are a non-U.S. person and certain other conditions are met or you otherwise establish an exemption. If you receive payments of the proceeds of a sale of your notes to or through a U.S. office of a broker, the payment is subject to both U.S. backup withholding and information reporting unless you provide a Form W-8BEN certifying that you are a non-U.S. person or you otherwise establish an exemption.

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You should consult your own tax advisor regarding application of backup withholding in your particular circumstance and the availability of and procedure for obtaining an exemption from backup withholding. Any amounts withheld under the backup withholding rules from a payment to you will be allowed as a refund or credit against your U.S. federal income tax liability, provided the required information is furnished to the IRS.

Potential Legislation or Other Actions Affecting Tax Consequences. Current and prospective securities holders should recognize that the present federal income tax treatment of an investment in us may be modified by legislative, judicial or administrative action at any time and that any such action may affect investments and commitments previously made. The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Treasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions in federal tax laws and interpretations of these laws could adversely affect the tax consequences of an investment in our securities.

Available Information

We maintain a web site at www.cnllifestylereit.com containing additional information about our business, and a link to the Securities and Exchange Commission (“SEC”) web site (www.sec.gov). The contents of the web site are not incorporated by reference in, or otherwise a part of, this report.

We make information available free of charge through our web site, as soon as practicable after we file them with the SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, definitive proxy statements on Form 14A and if applicable, amendments to these reports.

Item 1A. RISK FACTORS

Real Estate and Other Investment Risks

The economic environment and general market conditions in recent years have affected certain of the lifestyle properties in which we invest. A continuation of such conditions could adversely affect our financial condition and results of operations.

The recent economic and market conditions have affected the value and operating performance of certain of our properties, resulted in tenant defaults, losses on lease terminations, loan loss provisions and impairment charges. Continued or worsening global economic conditions including unemployment rates, and rising oil prices, inflationary risk and rising costs, and a lack of consumer confidence with decreased consumer spending, could result in additional losses to us and have a negative impact on our results of operations, and we may not have sources of cash available to us in an amount sufficient to enable us to pay amounts due on our indebtedness.

The economic environment has affected certain of our tenants’ ability to make rental payments to us in accordance with their lease agreement.

Some of our tenants have experienced difficulties or have been unable to obtain working capital lines of credit or renew their existing lines of credit due to the current state of the economy and the capital markets which impacted their ability to pay the full amount of rent due under their leases. As a result, we restructured the leases for certain tenants such that the rents are paid on a seasonal schedule with most, if not all, of the rent being paid during the tenants’ seasonally busy period. In other cases, we restructured the lease terms to allow for rent deferrals or reductions for a period of time to provide temporary relief that then become payable in later periods of the lease term. In addition, we have refunded security deposits which must be replaced up to specified amounts and have provided lease allowances. The rent deferrals granted, the security deposits refunded and lease allowances paid reduced our cash flows from operating activities. Other restructures, such as the reductions in lease rates and the future amortization of lease allowances against rental income have reduced, and will continue to reduce, our net operating results and cash flows in current and future periods. Any significant reduction in our cash flow may cause us not to have sources of cash available to us in an amount sufficient to enable us to pay amounts due on our indebtedness.

Our operating results will experience seasonal fluctuations on properties in which we have engaged third-party managers to operate the properties on our behalf.

In certain circumstances, we have engaged third-party managers to operate the properties on our behalf as a result of tenant defaults or utilizing the TRS leasing structure. In these situations, we recognize the properties’ operating revenues and expenses in our consolidated financial statements and may be subject to more direct operating risk. In addition, certain of our managed properties are seasonal in nature due to geographic location, climate and weather patterns. These properties will likely generate net operating losses during their non-peak months while generating most, if not all, of their operating income during their peak operating season. Our consolidated operating results will fluctuate quarter to quarter depending on the number and types of properties being managed by third-party operators and the seasonal results of those properties.

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We will be exposed to various operational risks, liabilities and claims with respect to the properties that we have engaged third-party managers to operate on our behalf, which may adversely affect our operating results.

With respect to the properties that are managed by third-party operators, we are exposed to various operational risks, liabilities and claims in addition to those generally applicable to ownership of real property. These risks include the operator’s inability to manage the properties and fulfill its obligations, increases in labor costs and services, cost of energy, insurance, operating supplies and litigation costs relating to accidents or injuries at the properties. Although we maintain reasonable levels of insurance, we cannot be certain the insurance will adequately cover all litigation costs relating to accidents or injuries. Any one or a combination of these factors, together with other market and conditions beyond our control, could result in operating deficiencies at our managed properties, which could have a material effect on our operating results and our ability to pay amounts due on our indebtedness.

Because our revenues are highly dependent on lease payments from our properties and interest payments from loans that we make, defaults by our tenants or borrowers would reduce our cash available for the repayment of our outstanding debt.

Our ability to repay any outstanding debt will depend upon the ability of our tenants and borrowers to make payments to us, and their ability to make these payments will depend primarily on their ability to generate sufficient revenues in excess of operating expenses from businesses conducted on our properties. For example, the ability of our tenants to make their scheduled payments to us will depend upon their ability to generate sufficient operating income at the property they operate. A tenant’s failure or delay in making scheduled rent payments to us or a borrower’s failure to make debt service payments to us may result from the tenant or borrower realizing reduced revenues at the properties it operates.

Discretionary consumer spending may affect the profitability of certain properties we acquire.

The financial performance of certain properties in which we have invested and may invest in the future depends in part on a number of factors relating to or affecting discretionary consumer spending for the types of services provided by businesses operated on these properties. Unfavorable local, regional, or national economic developments or uncertainties regarding future economic prospects have reduced consumer spending in the markets where we own properties and, when combined with the lack of available debt, have adversely affected certain of our tenants’ businesses. As a result, certain of our tenants have experienced declines in operating results, and a number of our tenants have modified the terms of certain of their leases with us. Any continuation of such events that leads to lower spending on lifestyle activities could impact our tenants’ ability to pay rent and may also adversely affect the operating results we recognize from the properties where we have engaged third party managers to operate on our behalf, thereby having a material effect on our operating results and our ability to pay amounts due on our indebtedness.

The inability to increase or maintain lease rates at our properties might affect the level of distributions to stockholders.

Given the nature of certain properties we have acquired or may acquire, the relative stagnation of base lease rates in certain sectors might not allow for substantial increases in rental revenue to us that could allow us to maintain or increase levels of distributions to stockholders.

Seasonal revenue variations in certain asset classes will require the operators of those asset classes to manage cash flow properly over time so as to meet their non-seasonal scheduled rent payments to us.

Certain of the properties in which we invest or may invest are generally seasonal in nature due to geographic location, climate and weather patterns. For example, revenue and profits at ski resorts and their related properties are substantially lower and historically result in losses during the summer months due to the closure of ski operations, while many attractions properties are closed during the winter months and produce the majority of their revenues and profits during summer months. As a result of the seasonal nature of certain business operations that may be conducted on properties we acquire, these businesses will experience seasonal variations in revenues that may require our operators to supplement revenue at their properties in order to be able to make scheduled rent payments to us or require us to, in certain cases, adjust their lease payments so that we collect more rent during their seasonally busy time.

Our real estate assets may be subject to impairment charges.

We periodically evaluate the recoverability of the carrying value of our real estate assets for impairment indicators. Factors considered in evaluating impairment of our existing real estate assets held for investment include significant declines in

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property operating profits, recurring property operating losses and other significant adverse changes in general market conditions. Generally, a real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of the asset over its estimated holding period are in excess of the asset’s net book value at the balance sheet date. Investments in unconsolidated entities are not considered impaired if the estimated fair value of the investment exceeds the carrying value of the investment. Management makes assumptions and estimates when considering impairments and actual results could vary materially from these assumptions and estimates.

We do not have control over market and business conditions that may affect our success.

The following external factors, as well as other factors beyond our control, may reduce the value of properties that we acquire, the ability of tenants to pay rent on a timely basis, or at all, the amount of the rent to be paid, and the ability of borrowers to make loan payments on time, or at all:

• changes in general or local economic or market conditions;

• the pricing and availability of debt, operating lines of credit or working capital;

• increased costs of energy, insurance or products;

• increased costs and shortages of labor;

• increased competition;

• quality of management;

• failure by a tenant to meet its obligations under a lease;

• bankruptcy of a tenant or borrower;

• the ability of an operator to fulfill its obligations;

• limited alternative uses for properties;

• changing consumer habits;

• condemnation or uninsured losses;

• changing demographics; and

• changing government regulations including tax policies.

Further, the results of operations for a property in any one period may not be indicative of results in future periods, and the long-term performance of such property generally may not be comparable to, and cash flows may not be as predictable as, other properties owned by third parties in the same or similar industry. If tenants are unable to make lease payments or borrowers are unable to make loan payments as a result of any of these factors, we may have insufficient cash available to pay amounts due on our indebtedness.

Our exposure to typical real estate investment risks could reduce our income.

Our properties, loans and other permitted investments will be subject to the risks typically associated with investments in real estate. Such risks include the possibility that our properties will generate rent and capital appreciation, if any, at rates lower than we anticipated or will yield returns lower than those available through other investments or that the value of our properties will decline. Further, there are other risks by virtue of the fact that our ability to vary our portfolio in response to changes in economic and other conditions will be limited because of the general illiquidity of real estate investments. Income from our properties may be adversely affected by many factors including, but not limited to, an increase in the local supply of properties similar to our properties, a decrease in the number of people interested in participating in activities related to the businesses conducted on the properties that we acquire, adverse weather conditions, changes in government regulation, international, national or local economic deterioration, increases in energy costs and other expenses affecting travel, factors which may affect travel patterns and reduce the number of travelers and tourists, increases in operating costs due to inflation and other factors that may not be offset by increased revenue, and changes in consumer tastes.

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We may obtain only limited warranties when we purchase a property and would have only limited recourse in the event our due diligence did not identify any issues that lower the value of our property.

The seller of a property often sells such property in its “as is” condition on a “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase and sale agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose some or all of our invested capital in the property, as well as the loss of rental income from that property.

If one or more of our tenants file for bankruptcy protection, we may be precluded from collecting all sums due.

If one or more of our tenants, or the guarantor of a tenant’s lease, commences, or is subject to an involuntary bankruptcy proceeding, any proceeding under any provision of the U.S. federal bankruptcy code, as amended, or any other legal or equitable proceeding under any bankruptcy, insolvency, rehabilitation, receivership or debtor’s relief statute or law, (such proceedings being referred to as a “Bankruptcy Proceeding”), we may be unable to collect sums due under our lease(s) with that tenant. Any or all of the tenants, or a guarantor of a tenant’s lease obligations, could be subject to a Bankruptcy Proceeding. A Bankruptcy Proceeding may bar our efforts to collect pre-bankruptcy debts from those entities or their properties unless we are able to obtain an enabling order from the bankruptcy court. If a lease is rejected by a tenant in bankruptcy, we would only have a general unsecured claim against the tenant, and may not be entitled to any further payments under the lease. We believe that our security deposits in the form of letters of credit would be protected from bankruptcy in most jurisdictions. However, a tenant’s or lease guarantor’s Bankruptcy Proceeding could hinder or delay efforts to collect past due balances under relevant leases or guarantees and could ultimately preclude collection of these sums. Such an event could cause a decrease or cessation of rental payments which would reduce our cash flow and the amount available to pay our indebtedness, including the notes. In the event of a Bankruptcy Proceeding, we cannot assure you that the tenant or its trustee will assume our lease. If a given lease, or guaranty of a lease, is not assumed, our cash flow and the amounts available to pay amounts due on our indebtedness, may be adversely affected.

Multiple property leases or loans with individual tenants or borrowers increase our risks in the event that such tenants or borrowers become financially impaired.

The value of our properties will depend principally upon the value of the leases entered into for properties that we acquire. Defaults by a tenant or borrower may continue for some time before we determine that it is in our best interest to terminate the lease of the tenant or foreclose on the property of the borrower. Tenants may lease more than one property, and borrowers may enter into more than one loan. As a result, a default by, or the financial failure of, a tenant or borrower could cause more than one property to become vacant or be in default or more than one lease or loan to become non-performing. Defaults or vacancies can reduce and have reduced our cash receipts and funds available for the payment of our indebtedness, and could decrease the resale value of affected properties until they can be re-leased.

Joint venture partners may have different interests than we have, which may negatively impact our control over our ventures and make it difficult to exit a joint venture after an impasse.

Investments in joint ventures involve the risk that our co-venturer may have economic or business interests or goals which, at a particular time, are inconsistent with our interests or goals, that the co-venturer may be in a position to take action contrary to our instructions, requests, policies or objectives, or that the co-venturer may experience financial difficulties and be unable to fund its share of required capital contributions. Among other things, actions by a co-venturer might subject assets owned by the joint venture to liabilities in excess of those contemplated by the terms of the joint venture agreement or to other adverse consequences. This risk is also present when we make investments in securities of other entities. If we do not have full control over a joint venture, the value of our investment will be affected to some extent by a third party that may have different goals and capabilities than ours, and if our joint approval is necessary there is a potential risk of impasse. In any joint venture, we may have the right to buy the other co-venturer’s interest or to sell our own interest on specified terms and conditions in the event of an impasse regarding a sale. In the event of an impasse, it is possible that neither party will have the funds necessary to complete a buy-out. In addition, we may experience difficulty in locating a third-party purchaser for our joint venture interest and in obtaining a favorable sale price for the interest. As a result, it is possible that we may not be able to exit the relationship if an impasse develops. As a result, joint ownership of investments and investments in other entities may adversely affect our returns on investments and results of operations, and, therefore, cash available to pay distributions to stockholders and amounts due on our indebtedness, may be adversely affected.

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We may be unable to identify and complete acquisitions on favorable terms or at all.

We continually evaluate the market of available properties and may acquire additional lifestyle properties when opportunities exist. Our ability to acquire properties on favorable terms may be subject to the following significant risks:

• we may be unable to acquire a desired property because of competition from other real estate investors with significant capital, including both publicly traded REITs and institutional investment funds;

• even if we are able to acquire a desired property, competition from other potential acquirors may significantly increase the purchase price or result in other less favorable terms;

• even if we enter into agreements for the acquisition of desired lifestyle properties, these agreements are typically subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction;

• we may be unable to finance acquisitions on favorable terms or at all; and

• we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

If we cannot complete property acquisitions on favorable terms, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.

Portfolio acquisitions are more difficult to complete than single asset acquisitions.

Sellers may require that a group of assets be purchased as a package, even though one or more of the assets in the portfolio does not meet our investment criteria. In such cases, we may attempt to make a joint bid with another buyer, or we may purchase the portfolio of assets with the intent to subsequently dispose of those assets which do not meet our investment criteria. In the case of joint bids, however, it is possible that the other buyer may default in its obligations, which increases the risk that the acquisition will not close, with the adverse consequences described above.

We may have difficulty selling real estate investments, and our ability to distribute all or a portion of the net proceeds from such sales to our stockholders may be limited.

In cases where we intend to dispose of assets that we do not wish to own, we cannot assure you that we will be able to sell or exchange such asset or assets in a timely manner or on terms beneficial or satisfactory to us. Real estate investments are relatively illiquid. We will have a limited ability to vary our portfolio in response to changes in economic or other conditions. We will also have a limited ability to sell assets in order to fund working capital and similar capital needs such as share redemptions. We expect to generally hold a real estate investment for the long term. When we sell any of our real estate investments, we may not realize a gain on such sale or the amount of our taxable gain could exceed the cash proceeds we receive from such sale. We may not distribute any proceeds from the sale of real estate investments to our stockholders. Rather, we may use such proceeds to:

• purchase additional real estate investments;

• repay debt;

• buy out interests of any co-venturers or other partners in any joint venture in which we are a party;

• purchase shares under our share redemption program;

• create working capital reserves; or

• make repairs, maintenance, tenant improvements or other capital improvements or expenditures to our other properties.

Our ability to sell our properties may also be limited by our need to avoid a 100% penalty tax that is imposed on gain recognized by a REIT from the sale of property characterized as dealer property. In order to avoid such characterization and to take advantage of certain safe harbors under the Internal Revenue Code, we may determine to hold our properties for a minimum period of time, generally two years.

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The real estate industry is capital intensive and we are subject to risks associated with ongoing needs for renovation and capital improvements to our properties as well as financing for such expenditures.

In order for us to remain competitive, our properties will have an ongoing need for renovations and other capital improvements, including replacements, from time to time, of furniture, fixtures and equipment. These capital improvements may give rise to the following risks:

• construction cost overruns and delays;

• a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on satisfactory terms; and

• disruptions in the operation of the properties while capital improvements are underway.

We do not control the management of our properties.

In order to maintain our status as a REIT for federal income tax purposes, we may not operate certain types of properties we acquire or participate in the decisions affecting their daily operations except under certain circumstances discussed below. Our success, therefore, will depend on our ability to select qualified and creditworthy tenants and managers who can effectively manage and operate the properties. Our tenants will be responsible for maintenance and other day-to-day management of the properties and, because our revenues will largely be derived from rents, our financial condition will be dependent on the ability of third-party tenants and/or operators to operate the properties successfully. We will attempt to enter into leasing agreements with tenants having substantial prior experience in the operation of the type of property being rented. However, there can be no assurance that we will be able to make such arrangements. Additionally, if we elect to treat property we acquire as a result of a borrower’s default on a loan or a tenant’s default on a lease as “foreclosure property” for federal income tax purposes, we will be required to operate that property through an independent contractor over whom we will not have control. If our tenants or third-party operators are unable to operate the properties successfully or if we select unqualified managers, then such tenants and operators might not be able to pay our rent, or generate sufficient property-level operating income for us, which could adversely affect our financial condition.

Adverse weather conditions may damage certain properties we acquire and/or reduce our operators’ ability to make scheduled rent payments to us.

Weather conditions may influence revenues at certain types of properties we acquire. These adverse weather conditions include heavy snowfall (or lack thereof), hurricanes, tropical storms, high winds, heat waves, frosts, drought (or reduced rainfall levels), excessive rain, avalanches, mudslides and floods. Adverse weather could reduce the number of people participating in activities at properties we acquire and have acquired. Certain properties may be susceptible to damage from weather conditions such as hurricanes, which may cause damage (including, but not limited to property damage and loss of revenue) that is not generally insurable at commercially reasonable rates. Further, the physical condition of properties we acquire must be satisfactory to attract visitation. In addition to severe or generally inclement weather, other factors, including, but not limited to plant disease and insect infestation, as well as the quality and quantity of water, could adversely affect the conditions at properties we own and acquire or develop. Most properties have some insurance coverage that will offset such losses and fund needed repairs.

Potential losses may not be covered by insurance.

We maintain, or cause our operators to maintain, insurance including, but not limited to, liability, fire, wind, earthquake, and business income coverage on all of our properties that are not being leased on a triple-net basis under various insurance policies. We select policy specifications and insured limits which we believe to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for generally uninsured losses such as loss from riots, terrorist threats, war or nuclear reaction. Most of our policies, like those covering losses due to floods, are insured subject to limitations involving large deductibles or co-payments and policy limits which may not be sufficient to cover losses. While we carry earthquake insurance properties that are not being leased on a triple-net basis, the amount of our earthquake coverage may not be sufficient to fully cover losses from earthquakes. In addition, we may discontinue earthquake or other insurance on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage relative to the risk of loss. This risk may limit our ability to finance or refinance debt secured by our prosperities. Additionally, we could default under debt or other agreements if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with covenants relating to the insurance we are required to maintain under such agreements. In such instances, we may be required to self-insure against certain losses or seek other forms of financial assurance.

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Dramatic increases in insurance rates could adversely affect our cash flows and our ability to pay distributions to our stockholders.

We may not be able to obtain insurance coverage at reasonable rates due to high premium and/or deductible amounts. As a result, our cash flows could be adversely impacted due to these higher costs, which would adversely affect our ability to pay distributions to our stockholders.

If we set aside insufficient reserves for capital expenditures, we may be required to defer necessary property improvements.

If we do not have enough reserves for capital expenditures to supply needed funds for capital improvements throughout the life of the investment in a property and there is insufficient cash available from our operations, we may be required to defer necessary improvements to the property that may cause the property to suffer from a greater risk of obsolescence, a decline in value and/or a greater risk of decreased cash flow as a result of attracting fewer potential tenants to the property and adversely affecting our tenants’ businesses. If we lack sufficient capital to make necessary capital improvements, then we may not be able to maintain projected rental rates for certain properties, and our results of operations and ability to pay distributions to stockholders and amounts due under our indebtedness may be adversely affected.

We may be required to defer property expansion during the foreclosure period after a tenant’s default.

In cases where a tenant has defaulted and we have foreclosed on the leases and engaged a third-party manager to operate the property for a period of time, we are prohibited by tax regulations from conducting any new construction during the foreclosure period to expand these properties. The inability to continue to expand certain of our properties may reduce the competitiveness of such properties, and result in declining revenues and operating income. Our results of operations, and our ability to pay distributions to stockholders and amounts due on our indebtedness, may be adversely affected.

Our failure or the failure of the tenants and managers of our facilities to comply with licensing and certification requirements, the requirements of governmental programs, fraud and abuse regulations or new legislative developments may materially adversely affect the operations of our senior housing facilities.

The operations of our senior housing facilities are subject to numerous federal, state and local laws and regulations that are subject to frequent and substantial changes resulting from legislation, adoption of rules and regulations, and administrative and judicial interpretations of existing laws. The ultimate timing or effect of any changes in these laws and regulations cannot be predicted. Failure to obtain licensure or loss or suspension of licensure or certification may prevent a facility from operating or result in a suspension of certain revenue sources until all licensure or certification issues have been resolved. Facilities may also be affected by changes in accreditation standards or procedures of accrediting agencies that are recognized by governments in the certification process. State laws may require compliance with extensive standards governing operations and agencies administering those laws regularly inspect such facilities and investigate complaints. Failure to comply with all regulatory requirements could result in the loss of the ability to provide or bill and receive payment for healthcare services at our senior housing properties. Additionally, transfers of operations of certain senior housing properties are subject to regulatory approvals not required for transfers of other types of commercial operations and real estate. We may have no direct control over the tenant’s or manager’s ability to meet regulatory requirements and failure to comply with these laws, regulations and requirements may materially adversely affect the operations of these properties.

Cost control and other healthcare reform measures may reduce reimbursement revenue available to certain of our senior housing properties.

The healthcare industry is facing various challenges, including increased government and private payor pressure on health care providers to control costs and the vertical and horizontal consolidation of healthcare providers. The pressure to control healthcare costs has intensified in recent years as a result of the national healthcare reform debate and has continued as Congress attempts to slow the rate of growth of federal healthcare expenditures as part of its effort to balance the federal budget. Similar debates are ongoing at the state level in many states. These trends are likely to lead to reduced or slower growth in reimbursement for services provided at some of our senior housing properties and could therefore result in reduced profitability of such properties, adversely affecting our rental income or results from investments in such properties, which may adversely affect our ability to pay distributions to stockholders and amounts due on our indebtedness.

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The U.S. healthcare environment is changing in many ways, which may not be favorable to those of our senior housing properties offering healthcare services, as a result of recent federal healthcare legislation.

Health care, including the long-term care and assisted living sectors, remains a dynamic, evolving industry. On March 23, 2010, the Patient Protection and Affordable Care Act of 2010 was enacted and on March 30, 2010, the Health Care and Education Reconciliation Act was enacted, which in part modified the Patient Protection and Affordable Care Act, referred to collectively as the Health Care Reform Acts. Among other things, the Health Care Reform Acts serve as the primary vehicle for comprehensive healthcare reform in the United States. The Health Care Reform Acts are intended to reduce the number of individuals in the United States without health insurance and effect significant other changes to the ways in which healthcare is organized, delivered and reimbursed. The legislation will become effective in a phased approach, beginning in 2010 and concluding in 2018. At this time, the effects of the legislation and its impact on our business are not yet known. Our business could be materially and adversely affected by the two Acts and further governmental initiatives undertaken pursuant to the Health Care Reform Acts.

We may incur significant costs complying with the Americans with Disabilities Act and similar laws.

Under the Americans with Disabilities Act of 1990, or the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. We have not conducted an audit or investigation of all of our properties to determine our compliance with the ADA. If one or more of our properties does not comply with the ADA, then we would be required to incur additional costs to bring the property into compliance. Additional federal, state and local laws also may require modifications to our properties or restrict our ability to renovate our properties. We cannot predict the ultimate cost of compliance with the ADA or other legislation. If we incur substantial costs to comply with the ADA and any other similar legislation, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.

The current U.S. housing market may adversely affect our operators’ and tenants’ ability to increase or maintain occupancy levels at, and rental income from, our senior housing facilities which may impact the amount of distributions and earnings we receive from our unconsolidated venture that owns senior housing facilities.

The performance of the senior housing sector is linked to the performance of the general economy and, specifically, the housing market in the United States. It is also sensitive to personal wealth and available fixed income of seniors and their adult children. Declines in home values, consumer confidence and net worth due to adverse general economic conditions may reduce demand for senior housing properties. Our tenants and operators in our senior housing facilities may experience relatively flat or declining occupancy levels in the near-term due to falling home prices, declining incomes, stagnant home sales and other economic factors. Seniors may choose to postpone their plans to move into senior housing facilities rather than sell their homes at a loss or for a profit below their expectations. Moreover, tightening lending standards have made it more difficult for potential buyers to obtain mortgage financing, all of which have contributed to the declining home sales. Any future rise in interest rates may compound or prolong this problem. In addition, the senior housing segment may continue to experience a decline in occupancy associated with private pay residents choosing to move out of the facilities to be cared for at home by relatives due to the weak economy. A material decline in occupancy levels and revenues may make it more difficult for them to meet scheduled rent payments to us, which could adversely affect our financial condition.

Events which adversely affect the ability of seniors to afford our daily resident fees could cause the occupancy rates, resident fee revenues and results of operations of our senior housing facilities to decline.

Costs to seniors associated with certain types of the senior housing properties generally are not reimbursable under government reimbursement programs such as Medicaid and Medicare. Substantially all of the resident fee revenues generated by our facilities will be derived from private payment sources consisting of income or assets of residents or their family members. Only seniors with income or assets meeting or exceeding certain standards can typically afford to pay our daily resident and service fees and, in some cases, entrance fees. Economic downturns such as the one recently experienced in the United States, reductions or declining growth of government entitlement programs, such as social security benefits, or stock market volatility could adversely affect the ability of seniors to afford the fees for our senior housing facilities. If our tenants or managers are unable to attract and retain seniors with sufficient income, assets or other resources required to pay the fees associated with assisted and independent living services, the occupancy rates, resident fee revenues and results of operations for these facilities could decline, which, in turn, could have a material adverse effect on our business and our ability to pay amounts due on our indebtedness.

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Increased competition for customers may reduce the ability of certain of our operators to make scheduled rent payments to us or affect our operating results.

The types of properties in which we invest are expected to face competition for customers from other similar properties, both locally and nationally. For example, competing senior housing properties may be located near the senior housing properties we own or acquire. Similarly, golf courses we acquire will compete in each market with other golf courses some of which may have greater resources than our golf courses. Any decrease in revenues due to such competition at any of our properties may adversely affect our operators’ ability to make scheduled rent payments to us and with respect to certain of our senior housing and lodging properties leased to TRS entities, may adversely affect our operating results of those properties.

Existing senior housing and healthcare properties that we may acquire may be subject to unknown or contingent liabilities which could cause us to incur substantial costs.

We anticipate that we will acquire operating senior housing and healthcare properties. Such senior housing and healthcare properties may be subject to unknown or contingent liabilities for which we may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under transaction agreements related to our acquisition of senior housing and healthcare properties may not survive the closing of the transactions. While we will likely seek to require the sellers to indemnify us with respect to breaches of representations and warranties that survive, such indemnification may be limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on indemnifiable losses. There is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with these properties may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may adversely affect our financial condition, results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

We invest in private-pay senior housing properties, an asset class of the senior housing sector that is highly competitive.

Private-pay senior housing is a competitive asset class of the senior housing sector. Our senior housing properties will compete on the basis of location, affordability, quality of service, reputation and availability of alternative care environments. Our senior housing properties also will rely on the willingness and ability of seniors to select senior housing options. Our property operators may have competitors with greater marketing and financial resources and may be able to offer incentives or reduce fees charged to residents thereby potentially reducing the perceived affordability of our properties during downturns in the economy. Additionally, the high demand for quality caregivers in a given market could increase the costs associated with providing care and services to residents. These and other factors could cause the amount of our revenue generated by private payment sources to decline or our operating expenses to increase. In periods of weak demand, as has occurred during the current general economic recession, profitability may be negatively affected by the relatively high fixed costs of operating a senior housing property.

The inability of seniors to sell their homes could negatively impact occupancy rates, revenues, cash flows and results of operations of the properties we acquire.

Downturns in U.S. housing markets could cause seniors to experience difficulty selling their homes, which could impact their ability to relocate into or finance their stays at our senior housing properties with private resources. Specifically, these difficulties could adversely affect the ability (or perceived ability) of seniors to afford the entrance fees and resident fees, as potential residents frequently use the proceeds from the sale of their homes to cover the cost of these fees.

Significant legal actions brought against the tenants or managers of our senior housing properties could subject them to increased operating costs and substantial uninsured liabilities, which may affect their ability to meet their obligations to us.

As is typical in the healthcare industry, the tenants or managers of our senior housing properties may be subject to claims that their services have resulted in resident injury or other adverse effects. Many of these tenants or managers may have experienced an increasing trend in the frequency and severity of professional liability and general liability insurance claims and litigation asserted against them. The insurance coverage that will be maintained by such tenants or managers, whether through commercial insurance or self-insurance, may not cover all claims made against them or continue to be available at a reasonable cost, if at all. In some states, insurance coverage for the risk of punitive damages arising from professional liability and general liability claims and/or litigation may not, in certain cases, be available to our tenants or managers due to state law prohibitions or limitations of availability. As a result, tenants of our medical office buildings and healthcare-related facilities operating in these states may be liable for punitive damage awards that are either not covered or are in excess of their insurance policy limits. We also believe that there has been, and will continue to be, an increase in governmental investigations of certain healthcare providers, particularly in the area of Medicare/Medicaid false claims, as

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well as an increase in enforcement actions resulting from these investigations. Insurance is not available to cover such losses. Any adverse determination in a legal proceeding or government investigation could lead to potential termination from government programs, large penalties and fines and otherwise have a material adverse effect on a facility operator’s financial condition. If a tenant or manager is unable to obtain or maintain insurance coverage, if judgments are obtained in excess of the insurance coverage, if a tenant or manager is required to pay uninsured punitive damages, or if a tenant or manager is subject to an uninsurable government enforcement action, the tenant or manager could be exposed to substantial additional liabilities, which could result in its bankruptcy or insolvency or have a material adverse effect on a tenant’s or manager’s business and its ability to meet its obligations to us, which in turn could have a material adverse effect on our business, financial condition and results of operations and our ability to pay distributions to our stockholders.

We will be exposed to various operational risks, liabilities and claims with respect to our senior housing properties that may adversely affect our ability to generate revenues and/or increase our costs.

Through our ownership of senior housing properties, we will be exposed to various operational risks, liabilities and claims with respect to our properties in addition to those generally applicable to ownership of real property. These risks include fluctuations in occupancy levels, the inability to achieve economic resident fees (including anticipated increases in those fees), rent control regulations, and increases in labor costs (as a result of unionization or otherwise) and services. Any one or a combination of these factors, together with other market and business conditions beyond our control, could result in operating deficiencies at our senior housing properties, which could have a material adverse effect on our facility operators’ results of operations and their ability to meet their obligations to us and operate our properties effectively and efficiently, which in turn could adversely affect us.

Unanticipated expenses and insufficient demand for senior housing properties could adversely affect our profitability.

As part of our investment strategy, we may acquire senior housing properties in geographic areas where potential customers may not be familiar with the benefits of and care provided by that particular property. As a result, we may have to incur costs relating to the opening, operation and promotion of such properties that are substantially greater than those incurred in other areas where the properties are better known by the public. These properties may attract fewer residents than other senior housing properties we may acquire and may have increased costs, such as for marketing expenses, adversely affecting the results of operations of such properties as compared to those properties that are better known.

If our operators fail to cultivate new or maintain existing relationships with residents in the markets in which they operate, our occupancy percentage, payor mix and resident rates may deteriorate, which could have a material adverse effect on our business, financial condition and results of operations and our ability to make distributions to you.

We intend to build relationships with several key operators, which will make us extremely dependent on those select operators. The ability of our operators to improve the overall occupancy percentage, payor mix and resident rates at our senior housing and other healthcare facilities, depends on our operators’ reputation in the communities they serve and our operators’ ability to successfully market our facilities to potential residents. A large part of our operators’ marketing and sales effort will be directed towards cultivating and maintaining relationships with key community organizations that work with seniors, physicians and other healthcare providers in the communities where our facilities are located, whose referral practices significantly affect the choices seniors make with respect to their long-term care needs. If our operators are unable to successfully cultivate and maintain strong relationships with these community organizations, physicians and other healthcare providers, occupancy rates at our facilities could decline, which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to you.

Some tenants of medical healthcare properties are subject to fraud and abuse laws, the violation of which by a tenant may jeopardize the tenant’s ability to make rent payments to us.

There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from or are in a position to make referrals in connection with government-sponsored healthcare programs, including the Medicare and Medicaid programs. Any lease arrangements we may enter into with certain tenants could also be subject to these fraud and abuse laws concerning Medicare and Medicaid. Examples of these laws include the Federal Anti-Kickback Statute, the Federal Physician Self-Referral Prohibition, the False Claims Act, and the Civil Monetary Penalties Law. Additionally, states in which the facilities are located may have similar fraud and abuse laws. These laws include penalties for violations that range from punitive sanctions, damage assessments, penalties, imprisonment, denial of Medicare and Medicaid payments and exclusion from the Medicare and Medicaid programs. Investigation by a federal or state governmental body for violation of fraud and abuse laws or imposition of any of these penalties upon one of our tenants could jeopardize that tenant’s ability to operate or to make rent payments, which may have a material adverse effect on our business, financial condition and results of operations and our ability to make cash distributions.

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Our TRS structure subjects us to the risk that the leases with our TRS lessees do not qualify for tax purposes as arm’s-length, which would expose us to potentially significant tax penalties.

Lessees of properties held in our TRSs, i.e., certain senior housing properties, will incur taxes or accrue tax benefits consistent with a “C” corporation. If the leases between us and our TRS lessees were deemed by the Internal Revenue Service to not reflect an arm’s-length transaction as that term is defined by tax law, we may be subject to significant tax penalties as the lessor that would adversely impact our profitability and our cash flows.

Increased competition for customers may reduce the ability of certain of our operators to make scheduled rent payments to us.

The types of properties in which we invest are expected to face competition for customers from other similar properties, both locally and nationally. For example, competing golf courses may be located near the golf courses we own or acquire. Similarly, marinas we own or acquire compete in each market with other marinas, some of which may have greater resources than our marinas, for a limited number of boaters seeking boat rental slips. Any decrease in revenues due to such competition at any of our properties may adversely affect our operators’ ability to make scheduled rent payments to us, which may affect our results of operations and our ability to pay amounts due on our indebtedness, including the notes.

We will have no economic interest in the land beneath ground lease properties we have and will acquire in the future.

A significant number of the properties that we have acquired are on land owned by a governmental entity or other third party, while we own a leasehold, permit, or similar interest. This means that while we have a right to use the property, we do not retain fee ownership in the underlying land. Accordingly, with respect to such properties, we will have no economic interest in the land or buildings at the expiration of the ground lease or permit. As a result, although we will share in the income stream derived from the lease or permit, we will not share in any increase in value of the land associated with the underlying property. Further, because we do not completely control the underlying land, the governmental or other third party owners that lease this land to us could take certain actions to disrupt our rights in the properties or our tenants’ operation of the properties or take the properties in an eminent domain proceeding. While we do not think such interruption is likely, such events are beyond our control. If the entity owning the land under one of our properties chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our results of operations and ability to pay amounts due on our indebtedness, including the notes, could be adversely affected.

Marinas, ski resorts, golf courses and other types of properties in which we may invest may not be readily adaptable to other uses.

Ski resorts and related properties, marinas, golf courses and other types of properties in which we may invest are specific-use properties that have limited alternative uses. Therefore, if the operations of any of our properties in these sectors, such as our ski properties, become unprofitable for our tenant or operator due to industry competition, a general deterioration of the applicable industry or otherwise, such that the tenant becomes unable to meet its obligations under its lease, then we may have great difficulty re-leasing the property and the liquidation value of the property may be substantially less than would be the case if the property were readily adaptable to other uses. Should any of these events occur, our income and cash available to pay our indebtedness, including the notes, and the value of our property portfolio, could be reduced.

We compete with other companies for investments.

We anticipate that we will continue to compete with other companies and investors, including other REITs, real estate partnerships, mutual funds, institutional investors, specialty finance companies, opportunity funds, banks and insurance companies, for the acquisition of properties, loans and other permitted investments that we seek to acquire or make. Some of the other entities that we may compete with for acquisition opportunities will have substantially greater experience acquiring and owning the types of properties, loans or other permitted investments in which we seek to acquire or make, as well as greater financial resources and a broader geographic knowledge base than we have. As a result, competition may reduce the number of suitable acquisition opportunities available to us.

We may not control our joint ventures.

Our independent directors must approve all joint venture or general partnership arrangements. Subject to that approval, we may enter into a joint venture with an unaffiliated party to purchase a property or to make loans or other permitted investments, and the joint venture or general partnership agreement relating to that joint venture or partnership may provide that we will share with the unaffiliated party management control of the joint venture. For instance, with respect to the commercial retail property we own with Intrawest Corporation at five ski resorts, the Dallas Market Center and our joint ventures with Sunrise Senior Living, Inc., our venture partners share approval rights on many major decisions. Those

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venture partners may have differing interests from ours and the power to direct the joint venture or partnership on certain matters in a manner with which we do not agree. In the event the joint venture or general partnership agreement provides that we will have sole management control of the joint venture, the agreement may be ineffective as to a third party who has no notice of the agreement, and we may therefore be unable to control fully the activities of the joint venture. Should we enter into a joint venture with another program sponsored by an affiliate, we do not anticipate that we will have sole management control of the joint venture. In addition, when we invest in properties, loans or other permitted investments indirectly through the acquisition of interests in entities that own such properties, loans or other permitted investments, we may not be able to control the management of such assets.

Our properties may be subject to environmental liabilities that could significantly impact our return from the properties and the success of our ventures.

Operations at certain of the properties we have acquired or may acquire in the future, or which are used to collateralize loans we have made or may make, may involve the use, handling, storage, and contracting for recycling or disposal of hazardous or toxic substances or wastes, including environmentally sensitive materials such as herbicides, pesticides, fertilizers, motor oil, waste motor oil and filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline and diesel fuels, and sewage. Accordingly, the operations of certain properties we acquire will be subject to regulation by federal, state, and local authorities establishing health and environmental quality standards. In addition, certain of our properties may maintain and operate underground storage tanks, or USTs, for the storage of various petroleum products. USTs are generally subject to federal, state, and local laws and regulations that require testing and upgrading of USTs and the remediation of contaminated soils and groundwater resulting from leaking USTs.

As an owner of real estate, various federal and state environmental laws and regulations may require us to investigate and clean up certain hazardous or toxic substances, asbestos-containing materials, or petroleum products located on, in or emanating from our properties. Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the release of hazardous substances. Asbestos-containing building materials are subject to management and maintenance requirements under environmental laws, and owners and operators may be subject to penalty for noncompliance. Environmental laws may allow suits by third parties for recovery from owners or operators for personal injury related to exposure to asbestos-containing building materials.

We may also be held liable to a governmental entity or to third parties for property damage and for investigation and cleanup costs incurred by those parties in connection with the contamination. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination. Other environmental laws impose liability on a previous owner of property to the extent hazardous or toxic substances were present during the prior ownership period. A transfer of the property may not relieve an owner of such liability; therefore, we may have liability with respect to properties that we or our predecessors sold in the past.

The presence of contamination or the failure to remediate contamination at any of our properties may adversely affect our ability to sell or lease the properties or to borrow using the properties as collateral. Some of our tenants routinely handle hazardous substances and wastes at our properties. Environmental laws and regulations subject our tenants, and potentially us, to liability resulting from these activities or from previous activities at the properties. Environmental liabilities could also affect the ability of our tenants to meet their obligations to pay us for leasing the properties. While our leases are expected to provide that the tenant is solely responsible for any environmental hazards created during the term of the lease, we or an operator of a site may be liable to third parties for damages and injuries resulting from environmental contamination coming from the site.

All of our properties have been or will be acquired subject to satisfactory Phase I environmental assessments, which assessments generally involve the inspection of site conditions without invasive testing such as sampling or analysis of soil, groundwater or other conditions, or satisfactory Phase II environmental assessments, which generally involve the testing of soil, groundwater or other conditions. Our Board of Directors and our Advisor may determine that we will acquire a property in which a Phase I or Phase II environmental assessment indicates that a problem exists and has not been resolved at the time the property is acquired, provided, however, that if it is a material problem: (i) the seller has (a) agreed in writing to indemnify us and/or (b) established an escrow fund with cash equal to a predetermined amount greater than the estimated costs to remediate the problem; or (ii) we have negotiated other comparable arrangements, including, but not limited to, a reduction in the purchase price. We cannot be sure, however, that any seller will be able to pay under an indemnity we obtain or that the amount in escrow will be sufficient to pay all remediation costs. Further, we cannot be sure that all environmental liabilities associated with the properties that we may acquire from time to time will have been identified or that no prior owner, operator or current occupant will have created an environmental condition not known to us. Moreover, we cannot be sure that: (i) future laws, ordinances or regulations will not impose any material environmental liability on us; (ii) that the assessment failed to reveal material adverse environmental conditions, liabilities, or compliance concerns, or

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(iii) the environmental condition of the properties that we may acquire from time to time will not be affected by tenants and occupants of the properties, by the condition of land or operations in the vicinity of the properties (such as the presence of USTs), or by third parties unrelated to us. Environmental liabilities that we may incur could have an adverse effect on our financial condition, results of operations or our ability to pay distributions to stockholders and amounts due on our indebtedness. In addition to the risks associated with potential environmental liabilities discussed above, compliance with environmental laws and regulations that govern our properties may require expenditures and modifications of development plans and operations that could have a detrimental effect on the operations of the properties and our financial condition, results of operations and ability to pay distributions to stockholders and amounts due on our indebtedness. There can be no assurance that the application of environmental laws, regulations or policies, or changes in such laws, regulations and policies, will not occur in a manner that could have a detrimental effect on any property we may acquire.

Mold or other indoor air quality issues may exist or arise in the future at our properties, and they could result in our being liable for adverse health effects and remediation costs.

Excessive moisture accumulation in our buildings or on our building materials may trigger mold growth, and the problem may be exacerbated if the moisture is either undiscovered or not addressed immediately. Mold may emit airborne toxins or irritants. Inadequate ventilation, chemical contamination, and other biological contaminants (including pollen, viruses and bacteria) can also impair indoor air quality. Impaired indoor air quality may cause a variety of adverse health effects such as allergic reactions. If mold or other airborne contaminants exist or appear at our properties, we may have to undertake a costly remediation program to contain or remove the contaminants or increase indoor ventilation. If indoor air quality were impaired, we could be liable to our tenants, their employees or others for property damage or personal injury.

Legislation and government regulation may adversely affect the development and operations of properties we may acquire.

In addition to being subject to environmental laws and regulations, certain of the development plans and operations conducted or to be conducted on properties we have acquired and may acquire in the future require permits, licenses and approvals from certain federal, state and local authorities. For example, ski resort operations often require federal permits from the U.S. Forest Service to use forests as ski slopes. Material permits, licenses or approvals may be terminated, not renewed or renewed on terms or interpreted in ways that are materially less favorable to the properties we purchase. Furthermore, laws and regulations that we or our operators are subject to may change in ways that are difficult to predict. There can be no assurance that the application of laws, regulations or policies, or changes in such laws, regulations and policies, will not occur in a manner that could have a detrimental effect on any property we may acquire, the operations of such property and the amount of rent we receive from the tenant of such property.

Governmental regulation with respect to water use by ski resorts and golf courses could negatively impact ski resorts and golf courses we acquire.

The rights of ski resorts, golf courses and related properties that we have acquired or may acquire in the future to use various water sources on or about their properties may also be subject to significant restrictions or the rights of other riparian users and the public generally. Certain ski resorts, golf courses and related properties we have acquired or may acquire in the future and the municipalities in which they are located may be dependent upon a single source of water, which sources could be historically low or inconsistent. Such a problem with water may lead to disputes and litigation over, and restrictions placed on, water use. Disputes and litigation over water use could damage the reputation of ski resorts, golf courses and related properties we have acquired or may acquire in the future and could be expensive to defend, and together with restrictions placed on water use, could have a material adverse effect on the business and operating results of our ski resorts, golf courses and related properties.

Governmental regulation of marinas with respect to dredging or damming could negatively impact marinas we acquire.

Marinas that we have acquired or may acquire in the future must be dredged from time to time to remove the silt and mud that collect in harbor areas as a result of, among other factors, heavy boat traffic, tidal flow, water flow and storm runoff. Dredging and disposing of the dredged material can be very costly and may require permits from various governmental authorities. In addition, the Army Corps of Engineers often has the authority to dam rivers and lakes, which can negatively affect our marinas. If we or our marina tenants or operators engaged by our marina tenants cannot timely obtain the permits necessary to dredge marinas or dispose of the dredged material, if dredging is not practical or is exceedingly expensive, or damming drops water levels, the operations of the marina could be materially and adversely affected, which could have a negative impact on our financial condition and our ability to pay amounts due on our indebtedness, including the notes.

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Government budget deficits could lead to a reduction in Medicare and Medicaid reimbursement.

The recent slowdown in the U.S. economy has negatively affected state budgets, which may put pressure on states to decrease reimbursement rates with the goal of decreasing state expenditures under state Medicaid programs. The need to control Medicaid expenditures may be exacerbated by the potential for increased enrollment in state Medicaid programs due to unemployment, declines in family incomes and eligibility expansions authorized by the recently enacted healthcare reform law. These potential reductions could be compounded by the potential for federal cost-cutting efforts that could lead to reductions in reimbursement rates under the federal Medicare program, state Medicaid programs and other healthcare-related programs. Potential reductions in reimbursements under these programs could negatively impact the ability of our operators and their ability to meet their obligations to us.

Lending Related Risks

Our loans may be affected by unfavorable real estate market conditions.

When we make loans, we are at risk of default on those loans caused by many conditions beyond our control, including local and other economic conditions affecting real estate values and interest rate levels. We do not know whether the values of the properties collateralizing mortgage loans will remain at the levels existing on the dates of origination of the loans. If the values of the underlying properties drop or in some instances fail to rise, our risk will increase and the value of our interests may decrease.

Foreclosures create additional ownership risks that could adversely impact our returns on mortgage investments.

When we acquire a property by foreclosure following defaults under our mortgage, bridge or mezzanine loans, we have the economic and liability risks as the owner of such property. This additional liability could adversely impact our returns on mortgage investments.

Our loans will be subject to interest rate fluctuations.

If we invest in fixed-rate, long-term loans and interest rates rise, the loans will yield a return lower than then-current market rates. If interest rates decrease, we will be adversely affected to the extent that loans are prepaid, because we will not be able to make new loans at the previously higher interest rate.

Lack of principal amortization of loans increases the risk of borrower default at maturity and delays in liquidating defaulted loans could reduce our investment returns and our cash available for distributions and payment of our indebtedness.

Certain of the loans that we have made do not require the amortization of principal during their term. As a result, a substantial amount of, or the entire principal balance of, such loans will be due in one balloon payment upon maturity. Failure to amortize the principal balance of loans may increase the risk of a default during the term, and at maturity, of loans. In addition, certain of our loans have or may have a portion of the interest accrued and payable upon maturity. We may not receive any of that accrued interest if our borrower defaults. A default under loans could have a material adverse effect on our ability to pay amounts due on our indebtedness, including the exchange notes. Further, if there are defaults under our loans, we may not be able to repossess and sell the underlying properties or other security quickly. The resulting time delay could reduce the value of our investment in the defaulted loans. An action to foreclose on a mortgaged property securing a loan is regulated by state statutes and rules and is subject to many of the delays and expenses of other lawsuits if the defendant raises defenses or counterclaims. In the event of default by a mortgagor, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due on our loan. Any failure or delay by a borrower in making scheduled payments to us may adversely affect our ability to pay distributions to stockholders and amounts due on our indebtedness.

We may make loans on a subordinated and unsecured basis and may not be able to collect outstanding principal and interest.

Although our loans to third parties are usually collateralized by properties pledged by such borrowers, we have made loans that are unsecured and/or subordinated in right of payment to such third parties’ existing and future indebtedness. In the event of a foreclosure, bankruptcy, liquidation, winding up, reorganization or other similar proceeding relating to such third party, and in certain other events, such third party’s assets may only be available to pay obligations on our unsecured loans after the third party’s other indebtedness has been paid. As a result, there may not be sufficient assets remaining to pay the principal or interest on the unsecured loans we may make.

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Financing Related Risks

Anticipated borrowing creates risks.

We have borrowed and will continue to borrow money to acquire assets, to preserve our status as a REIT, or for other corporate purposes. We generally mortgage or put a lien on one or more of our assets in connection with any borrowing. We intend to maintain one or more revolving lines of credit of up to $150 million to provide financing for the acquisition of assets, although our Board of Directors could determine to borrow a greater amount. We may repay the line of credit using proceeds from the sale of assets, working capital or long-term financing. We also have obtained, and intend to continue to obtain, long-term financing. We may not borrow more than 300% of the value of our net assets without the approval of a majority of our independent directors and the borrowing must be disclosed and explained to our stockholders in our first quarterly report after such approval. Borrowing may be risky if the cash flow from our properties and other permitted investments is insufficient to meet our debt obligations. In addition, our lenders may seek to impose restrictions on future borrowings, distributions to stockholders and operating policies, including with respect to capital expenditures and asset dispositions. If we mortgage assets or pledge equity as collateral and we cannot meet our debt obligations, then the lender could take the collateral, and we would lose the asset or equity and the income we were deriving from the asset.

Existing debt agreements and future debt agreements may contain restrictive covenants relating to our operations, which could limit our ability to make distributions to stockholders and from making other types of payments and investments.

When providing financing, a lender may impose restrictions on us that affect our distributions, operating policies, ability to incur additional debt and our ability to pay distributions to stockholders. Loan documents we enter into may also contain covenants that limit our ability to further mortgage a property or affect other operational policies. Such limitations would hamper our flexibility and may impair our ability to achieve our operating plans.

Disruption or volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, which could reduce the number of properties we may be able to acquire.

The global and U.S. economy began to show some signs of improvement in recent years, however, unemployment remains high and concerns continue to exist about inflation and the strength of the recovery. If mortgage debt is limited or if we are unable to obtain favorable terms as a result of increased interest rates, increased credit spreads, decreased liquidity or other factors, our ability to acquire properties may be limited and we risk being unable to refinance our existing debt upon maturity.

There is no guarantee that borrowing arrangements or other arrangements for obtaining leverage will be available, or if available, will be available on terms and conditions acceptable to us.

Unfavorable economic conditions have increased financing costs and limited access to the capital markets. In addition, any decline in market value of our assets may have adverse consequences in instances where we borrow money based on the fair value of those assets and may make refinancing more difficult.

We may use credit facilities to finance our investments, which may require us to provide additional collateral and significantly impact our liquidity position.

We may use credit facilities to finance some of our investments. To the extent these credit facilities contain mark-to-market provisions, if the market value of the commercial real estate debt or securities pledged by us declines in value due to credit quality deterioration, we may be required by our lenders to provide additional collateral or pay down a portion of our borrowings. In a weakening economic environment, we would generally expect credit quality and the value of the commercial real estate debt or securities that serve as collateral for our credit facilities to decline and in such a scenario, it is likely that the terms of our credit facilities would require partial repayment from us, which could be substantial. Posting additional collateral to support our credit facilities could significantly reduce our liquidity and limit our ability to leverage our assets. In the event we do not have sufficient liquidity to meet such requirements, our lenders can accelerate our borrowings, which could have a material adverse effect on our business and operations.

We may not be unable to continue to borrow on our revolving line of credit.

Our current line of credit is subject to various requirements and financial covenants. We utilize our line of credit to fund operating expenses, distributions, debt service and other expenditures during seasonally slow periods and to make opportunistic acquisitions. In the event we are unable to maintain or extend existing and/or secure new lines of credit or collateralized financing on favorable terms, our ability to make new investments and improvements in existing properties as well as our ability to pay amounts due on our indebtedness, operating expenses and distributions may be significantly impacted.

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Defaults on our borrowings may adversely affect our financial condition and results of operations.

Defaults on loans collateralized by a property we own may result in foreclosure actions and our loss of the property or properties securing the loan that is in default. Such legal actions are expensive. For tax purposes, a foreclosure would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt collateralized by the property. If the outstanding balance of the debt exceeds our tax basis in the property, we would recognize taxable income on the foreclosure and all or a portion of such taxable income may be subject to tax and/or required to be distributed to our stockholders in order for us to qualify as a REIT. In such case, we would not receive any cash proceeds to enable us to pay such tax or make such distributions. If any mortgages contain cross collateralization or cross default provisions, more than one property may be affected by a default. If any of our properties are foreclosed upon due to a default, our financial condition, results of operations and our ability to pay distributions to stockholders and amounts due on our indebtedness may be adversely affected.

Financing arrangements involving balloon payment obligations may adversely affect our ability to make distributions.

Some of our fixed-term financing arrangements may require us to make balloon payments at maturity. Our ability to make a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or sell a particular property. At the time the balloon payment is due, we may not be able to raise equity or refinance the balloon payment on terms as favorable as the original loan or sell the property at a price sufficient to make the balloon payment. These refinancing or property sales could negatively impact the rate of return to stockholders and the timing of disposition of our assets. In addition, payments of principal and interest may leave us with insufficient cash to pay the distributions that we are required to pay to maintain our qualification as a REIT.

Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to stockholders.

We may borrow money that bears interest at a variable rate, and from time to time, we may incur mortgage loans or refinance our properties in a rising interest rate environment. Accordingly, increases in interest rates could increase our interest costs, which could have a material adverse effect on our operating cash flow and our ability to pay amounts due on our indebtedness.

We may acquire various financial instruments for purposes of hedging or reducing our risks which may be costly and/or ineffective and will reduce our cash available for distribution to our stockholders.

Use of derivative instruments for hedging purposes may present significant risks, including the risk of loss of the amounts invested. Defaults by the other party to a hedging transaction can result in the hedging transaction becoming worthless or a speculative hedge. Hedging activities also involve the risk of an imperfect correlation between the hedging instrument and the asset being hedged, which could result in losses both on the hedging transaction and on the asset being hedged. Use of hedging activities generally may not prevent significant losses and could increase our losses. Further, hedging transactions may reduce cash available to pay amounts due on our indebtedness.

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our senior notes.

Our substantial level of indebtedness could have other important consequences and significant effects on our business. For example, our level of indebtedness and the terms of our debt agreements may:

• make it more difficult for us to satisfy our financial obligations under our senior notes, our other indebtedness and our contractual and commercial commitments and increase the risk that we may default on our debt obligations;

• prevent us from raising the funds necessary to repurchase notes tendered to us if there is a change of control, which would constitute a default under the indenture governing our senior notes;

• heighten our vulnerability to downturns in our business, our industry or in the general economy and restrict us from exploiting business opportunities or making acquisitions;

• limit management’s discretion in operating our business;

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• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, distributions and other general corporate purposes;

• place us at a competitive disadvantage compared to our competitors that have less debt;

• limit our ability to borrow additional funds; and

• limit our flexibility in planning for, or reacting to, changes in our business, the industry in which we operate or the general economy.

Each of these factors may have a material and adverse effect on our financial condition and viability. Our ability to make payments with respect to our senior notes and to satisfy our other debt obligations will depend on our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors affecting our Company and industry, many of which are beyond our control.

The indenture governing our senior notes imposes significant operating and financial restrictions on us and our subsidiaries that may prevent us from pursuing certain business opportunities and restrict our ability to operate our business.

The indenture governing our senior notes contains covenants that restrict our and our restricted subsidiaries’ ability to take various actions, such as:

• transferring or selling assets;

• paying dividends or distributions, buying subordinated indebtedness or securities, making certain investments or making other restricted payments;

• incurring or guaranteeing additional indebtedness or issuing preferred stock;

• incurring dividend or other payment restrictions affecting restricted subsidiaries; incurring dividend or other payment restrictions affecting restricted subsidiaries;

• consummating a merger, consolidation or sale of all or substantially all our assets;

• entering into transactions with affiliates;

• engaging in business other than a business that is the same or similar to our current business or a reasonably related extension thereof; and

• designating subsidiaries as unrestricted subsidiaries.

Additionally, the indenture requires us to maintain at all times total unencumbered assets of not less than 150% of the aggregated principle amount of our and our restricted subsidiaries unsecured indebtedness.

We may also be prevented from taking advantage of business opportunities that arise if we fail to meet certain ratios or because of the limitations imposed on us by the restrictive covenants under the indenture governing the notes. The restrictions contained in the indenture governing the notes may also limit our ability to plan for or react to market conditions, meet capital needs or otherwise restrict our activities or business plans and adversely affect our ability to finance our operations, enter into acquisitions, execute our business strategy, effectively compete with companies that are not similarly restricted or engage in other business activities that would be in our interest. In the future, we may also incur debt obligations that might subject us to additional and different restrictive covenants that could affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to the indenture governing the notes if for any reason we are unable to comply with the indenture, or that we will be able to refinance our debt on acceptable terms or at all should we seek to do so.

Our ability to comply with these covenants will likely be affected by events beyond our control, and we cannot assure you that we will satisfy those requirements. A breach of any of these provisions could result in a default under our credit facility, the indenture governing the notes or any future credit facilities we may enter into, which could allow all amounts outstanding thereunder to be declared immediately due and payable, subject to the terms and conditions of the documents governing such indebtedness. If we were unable to repay the accelerated amounts, our secured lenders could proceed against

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the collateral granted to them to secure such indebtedness. This would likely in turn trigger cross-acceleration and cross-default rights under any other credit facilities and indentures, if any then exist governing the notes and the terms of our other indebtedness outstanding at such time. If the amounts outstanding under the notes or any other indebtedness outstanding at such time were to be accelerated or were the subject of foreclosure actions, we cannot assure you that our assets would be sufficient to repay in full the money owed to the lenders or to our other debt holders.

Tax Related Risks

We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes.

We believe that we have been organized and have operated, and intend to continue to be organized and to operate, in a manner that will enable us to meet the requirements for qualification and taxation as a REIT for federal income tax purposes, commencing with our taxable year ended December 31, 2004. A REIT generally must distribute to its stockholders at least 90% of its taxable income each year, excluding net capital gains, and meet other compliance requirements. To the extent that a REIT does not distribute all of its net capital gain or distributes at least 90%, but less than 100%, of its taxable income, it will be subject to tax on the undistributed amounts at regular corporate tax rates. We have not requested, and do not plan to request, a ruling from the IRS, that we qualify as a REIT. Our qualification as a REIT will depend on our continuing ability to meet highly technical and complex requirements concerning, among other things, the ownership of our outstanding shares of common stock, the nature of our assets, the sources of our income, the amount of our distributions to stockholders and the filing of TRS elections. No assurance can be given that we qualify or will continue to qualify as a REIT or that new legislation, Treasury Regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to our qualification as a REIT.

If we fail to qualify as a REIT, we would be subject to additional federal income tax at regular corporate rates.

If we fail to qualify as a REIT, for any taxable year (i) we will be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income for that year at regular corporate rates, (ii) unless entitled to relief under relevant statutory provisions, we will be disqualified from treatment as a REIT for the four taxable years following the year during which we lost our REIT status, and (iii) we will not be allowed a deduction for distributions made to stockholders in computing our taxable income. Therefore, if we fail to qualify as a REIT, the funds available to pay distributions to stockholders and amounts due under our indebtedness, may be reduced substantially for each of the years involved.

Our leases may be recharacterized as financings which would eliminate depreciation deductions on our properties.

We believe that we would be treated as the owner of properties where we would own the underlying land, except with respect to leases structured as “financing leases,” which would constitute financings for federal income tax purposes. If the lease of a property does not constitute a lease for federal income tax purposes and is recharacterized as a secured financing by the IRS, then we believe the lease should be treated as a financing arrangement and the income derived from such a financing arrangement should satisfy the 75% and the 95% gross income tests for REIT qualification as it would be considered to be interest on a loan collateralized by real property. Nevertheless, the recharacterization of a lease in this fashion may have adverse tax consequences for us. In particular, we would not be entitled to claim depreciation deductions with respect to the property (although we should be entitled to treat part of the payments we would receive under the arrangement as the repayment of principal). In such event, in some taxable years our taxable income, and the corresponding obligation to distribute 90% of such income, would be increased. With respect to leases structured as “financing leases,” we will report income received as interest income and will not take depreciation deductions related to the real property. Any increase in our distribution requirements may limit our ability to invest in additional properties and to make additional mortgage loans. No assurance can be provided that the IRS would recharacterize such transactions as financings that would qualify under the 95% and 75% gross income tests.

Excessive non-real estate asset values may jeopardize our REIT status.

In order to qualify as a REIT, among other requirements, at least 75% of the value of our assets must consist of investments in real estate, investments in other REITs, cash and cash equivalents and government securities. Accordingly, the value of any other property that is not considered a real estate asset for federal income tax purposes must represent in the aggregate not more than 25% of our total assets. In addition, under federal income tax law, we may not own securities in, or make loans to, any one company (other than a REIT, a qualified REIT subsidiary or a TRS) which represent in excess of 10% of the voting securities or 10% of the value of all securities of that company or which have, in the aggregate, a value in excess of 5% of our total assets, and we may not own securities of one or more TRSs which have, in the aggregate, a value in excess of 25% of our total assets.

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The 25%, 10% and 5% REIT qualification tests are determined at the end of each calendar quarter. If we fail to meet any such test at the end of any calendar quarter, and such failure is not remedied within 30 days after the close of such quarter, we will cease to qualify as a REIT, unless certain requirements are satisfied.

Despite our REIT status, we remain subject to various taxes which would reduce operating cash flow if and to the extent certain liabilities are incurred.

Even if we qualify as a REIT, we are subject to some federal, state and local taxes on our income and property that could reduce operating cash flow, including but not limited to: (i) tax on any undistributed REIT taxable income; (ii) “alternative minimum tax” on our items of tax preference; (iii) certain state income, franchise, and gross margins taxes (because not all states treat REITs the same as they are treated for federal income tax purposes); (iv) a tax equal to 100% of net gain from “prohibited transactions;” (v) tax on gains from the sale of certain “foreclosure property;” (vi) tax on gains of sale of certain “built-in gain” properties; and (vii) certain taxes and penalties if we fail to comply with one or more REIT qualification requirements, but nevertheless qualify to maintain our status as a REIT. Foreclosure property includes property with respect to which we acquire ownership by reason of a borrower’s default on a loan or possession by reason of a tenant’s default on a lease. We may elect to treat certain qualifying property as “foreclosure property,” in which case, the income from such property will be treated as qualifying income under the 75% and 95% gross income tests for three years following such acquisition. To qualify for such treatment, we must satisfy additional requirements, including that we operate the property through an independent contractor after a short grace period. We will be subject to tax on our net income from foreclosure property. Such net income generally means the excess of any gain from the sale or other disposition of foreclosure property and income derived from foreclosure property that otherwise does not qualify for the 75% gross income test, over the allowable deductions that relate to the production of such income.

We may be required to pay a penalty tax upon the sale of a property.

The federal income tax provisions applicable to REITs provide that any gain realized by a REIT on the sale of property held as inventory or other property held primarily for sale to customers in the ordinary course of business is treated as income from a “prohibited transaction” that is subject to a 100% penalty tax. Under current law, unless a sale of real property qualifies for a safe harbor, the question of whether the sale of a property constitutes the sale of property held primarily for sale to customers is generally a question of the facts and circumstances regarding a particular transaction. Under the safe harbor rules a REIT, among other things, is required to hold the property for two years before it may be sold. We intend that we and our subsidiaries will hold the interests in our properties for investment with a view to long-term appreciation, to engage in the business of acquiring and owning properties, and to make occasional sales as are consistent with our investment objectives. We do not intend to engage in prohibited transactions. We cannot assure you, however, that we will make no more than seven sales within a year to satisfy the requirements of the safe harbor or that the IRS will not successfully assert that one or more of such sales are prohibited transactions.

The lease of qualified lodging and qualified heathcare properties to a TRS are subject to special requirements.

We lease certain qualified lodging and qualified healthcare properties we acquire from operators to a TRS (or a limited liability company of which the TRS is a member), which lessee will contract with such operators (or a related party) to manage and operate the lodging or healthcare operations at these properties. The rents from this TRS lessee structure will be treated as qualifying rents from real property if among other things, (i) they are paid pursuant to an arms-length lease of a qualified lodging or qualified healthcare property with a TRS and (ii) the operator qualifies as an eligible independent contractor. If any of these conditions are not satisfied, then the rents will not be qualifying rents for purposes of the 75% and 95% gross income tests for REIT qualification.

Our ownership of TRS is limited, and our transactions with our TRSs will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s length terms.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. In addition, the rules applicable to TRSs limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on “redetermined rent” or “redetermined deductions” to the extent rent paid by a TRS exceeds an arm’s-length amount.

Our TRSs will pay U.S. federal, state and local income taxes on their net taxable income, and their after-tax net income will be available for distribution to us but is not required to be distributed. We anticipate that the aggregate value of the stock and

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securities of our TRSs will be less than 25% of the value of our total assets (including the stock and securities of our TRSs). Furthermore, we will monitor the value of our respective investments in our TRSs for the purpose of ensuring compliance with the ownership limitations applicable to TRSs. In addition, we will scrutinize all of our transactions with our TRSs to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the 25% limitation discussed above or to avoid application of the 100% excise tax discussed above. While we believe our leases have customary terms and reflect normal business practices and that the rents paid thereto reflect market terms, there can be no assurance that the IRS will agree.

Legislative or regulatory action could adversely affect the returns to our stockholders.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure our stockholders that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. Our stockholders are urged to consult with their own tax advisor with respect to the impact of recent legislation on their investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares.

Although REITs continue to receive substantially more favorable tax treatment than entities taxed as corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be taxed for federal income tax purposes as a corporation. Our board of directors has fiduciary duties to us and our stockholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of our stockholders.

Company Related Risks

We have paid and we may continue to pay distributions from sources other than cash flow from operations or funds from operation, which may reduce the amount of capital available for operations, may have negative tax implications, and may have a negative effect on the value of your shares under certain conditions.

Our organizational documents permit us to make distributions from any source, including cash flows from operating activities, proceeds from the sale of assets, borrowings from affiliates and other persons in anticipation of future net operating cash flow, which may be unsecured or secured by our assets, and proceeds of equity offerings. For the years ended December 31, 2012, 2011, and 2010, 19% of the 2012 distributions, 21% of the 2011 distributions, and 12% the 2010 distributions were funded from borrowings. In the future we may continue to borrow money to make cash distributions or fund distributions from other sources as we consider necessary or advisable to meet our distribution requirements.

Our distributions have exceeded our earnings and profits in the past and will likely do so in the future. To the extent that the aggregate amount of cash distributed in any given year exceeds the amount of our current and accumulated earnings and profits for the same period, the excess amount will be deemed a return of capital for federal income tax purposes, rather than a return on capital. Furthermore, in the event that we are unable to fund future distributions from our cash flows from operating activities, the value of your shares upon the possible Listing of our stock, the sale of our assets or any other liquidity event may be negatively affected.

At any time that we are not generating cash flow from operations sufficient to cover the current distribution rate, we may determine to pay lower distributions, or to fund all or a portion of our future distributions from other sources. If we utilize borrowings for the purpose of funding all or a portion of our distributions, we will incur additional interest expense. We have not established any limit on the extent to which we may use alternate sources of cash for distributions, except that, in accordance with the law of the State of Maryland and our organizational documents, generally, we may not make distributions that would: (i) cause us to be unable to pay our debts as they become due in the usual course of business, (ii) cause our total assets to be less than the sum of our total liabilities, or (iii) jeopardize our ability to maintain our qualification as a REIT. Distributions that exceed cash flow from operations may not be sustainable at current levels, or at all.

Our distribution policy is subject to change. We may not be able to pay distributions at our current or an increasing rate.

The actual amount and timing of distributions are determined by our board of directors in its sole discretion and typically will depend on the amount of funds available for distribution, our financial condition, current and projected capital expenditure requirements, tax considerations and annual distribution requirements needed to maintain our qualification as a REIT. As a result, our distribution rate and payment frequency may vary from time to time; and we can provide no assurance that we will be able to continue current distribution rates, or pay any subsequent distributions. Our ability to declare and pay distributions at our current or an increasing rate will be subject to evaluation by our board of directors of our

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current and expected future operating results, capital levels, financial condition, future growth plans, general business and economic conditions and other relevant considerations, and we cannot assure you that we will continue to pay distributions on any schedule or that we will not reduce the amount of or cease paying distributions in the future. Future distribution levels are subject to adjustment based upon any one or more risk factors set forth herein, as well as other factors that our board of directors may, from time to time, deem relevant to consider when determining an appropriate common stock distribution.

We rely on the senior management team of our Advisor, the loss of whom could significantly harm our business.

Our continued success will depend to a significant extent on the efforts and abilities of the senior management team of our Advisor. These individuals are important to our business and strategy and to the extent that any of them departs and is not replaced with a qualified substitute; such person’s departure could harm our operations and financial condition.

Valuations and appraisals of our properties and real estate-related assets are estimates of value and may not necessarily correspond to realizable value.

In July 2012, we conducted a detailed analysis to estimate NAV on a per share basis to assist broker dealers in connection with their obligations under applicable Financial Industry Regulatory Authority (“FINRA”) rules with respect to customer account statements and to assist fiduciaries in discharging their obligations under Employee Retirement Income Security Act (“ERISA”) reporting requirements. On August 9, 2012, our Board determined that the estimated NAV per share of our stock as of August 1, 2012 was $7.31. In determining an estimated fair value of the Company’s shares, the Board of Directors considered various analyses and information, a portion of which was provided by the Advisor. In preparing its value estimate, the Company also consulted an independent valuation advisor.

The valuation methodologies used to value our assets involve subjective judgments regarding such factors as comparable sales, rental revenue and operating expense data, the capitalization or discount rate, and projections of future rent, property operating income and expenses based on appropriate analysis. Further, the valuations that we obtain on our properties may be based on the value of the properties when the properties are leased, and if the leases on the properties terminate, the value of the properties may fall significantly below the appraised value. As a result, valuations and appraisals of our properties and real estate-related assets are only estimates of value. Ultimate realization of the value of an asset depends to a great extent on economic and other conditions beyond our control. Further, valuations do not necessarily represent the price at which an asset would sell. There will be no retroactive adjustment in the valuation of such assets, the price of our shares of common stock, the price we paid to redeem shares of our common stock to the extent such valuations prove to not accurately reflect the true estimate of value. There will be no change to fees paid or payable to the advisor and the managing dealer. Prior to our estimated NAV, the price you paid for our common stock in our equity offerings was based on a number of factors, including what we believed investors would pay for our shares, estimated fees to be paid to third parties and to our Advisor and its affiliates, the expenses of our public offering, and the funds we believed should be available for us to invest in properties, loans and other permitted investments. You may have paid more than realizable value or receive less than realizable value for your investment.

Our value per share is not subject to GAAP, will not be independently audited and will involve subjective judgments by parties involved in valuing our assets and liabilities.

Our methodology and our value per share are not subject to GAAP and will not be subject to independent audit. Our value per share may differ from equity (net assets) reflected on our audited financial statements, even if we are required to adopt a fair value basis of accounting for GAAP financial statement purposes. The estimated fair value is not intended to be related to any analysis of individual asset values performed for financial statement purposes nor to the values at which individual assets may be carried on financial statements under GAAP. Accordingly, you will be relying entirely on our board of directors to adopt an appropriate valuation methodology and approve an appropriate estimated fair value per share, which may not correspond to realizable value upon a sale of our assets.

No rule, regulation, or industry practice requires that we calculate our value per share in a certain way, and our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures.

There are no existing rules or regulatory bodies that specifically govern the manner in which we calculate our value per share

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Our value per share may change over time if the valuations of our properties materially change from prior valuations or the actual operating results materially differ from what we originally projected.

Subsequent estimated fair values per share may increase or decrease from the initial estimated fair value per share. Actual operating results may differ from what we originally projected, which may cause an increase or decrease in the estimated fair value per share.

Because not all REITs calculate modified funds from operations the same way, our use of modified funds from operations may not provide meaningful comparisons with other REITs.

We use modified funds from operations, or MFFO, and the adjustments used to calculate it in order to evaluate our performance against other publicly registered, non-listed REITs, which intend to have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. However, not all REITs calculate MFFO the same way. If REITs use different methods of calculating MFFO, it may not be possible for investors to meaningfully compare the performance of certain REITs.

We may change the purchase price per share under our distribution reinvestment plan or cease to offer our distribution reinvestment plan entirely.

Effective August 9, 2012, as a result of the approval of the Company’s estimated fair value per share, our Board of Directors approved an amendment of our distribution reinvestment plan revising the purchase price per share to 95% of the then-current estimated fair value per share as determined by the Board of Directors from time to time. We cannot assure you that we will continue to allow investors to purchase shares under the distribution reinvestment plan at the current price or offer the distribution reinvestment plan at all.

Although we have adopted an amended redemption plan, we have discretion not to redeem your shares, to suspend the plan and to cease redemptions.

Effective August 9, 2012, the Board of Directors approved an amended redemption plan which includes restrictions that limit a stockholders’ ability to have their shares redeemed and changes the basis of the redemption price to the Company’s value per share as determined by the Board of Directors applicable on the date of the redemption request. Except for redemption sought upon death, qualifying disability, bankruptcy or unforeseeable emergency of a stockholder, our stockholders must hold their shares for at least one year before presenting for our consideration all or any portion equal to at least 25% of such shares to us for redemption at varying percentages of the fair value per share on the date of redemption. We limit the number of shares redeemed pursuant to the redemption plan as follows: (i) at no time during any 12-month period, may we redeem more than 5% of the weighted-average shares of our common stock at the beginning of such 12-month period and (ii) during each quarter, redemptions will be limited to an amount determined by our Board Of Directors. There is currently a back-log of redemption requests. The redemption plan has many limitations and you should not rely upon it as a method of selling shares promptly at a desired price.

The liquidation of our assets may be delayed.

If our shares are not listed on a national securities exchange or quoted on the NASDAQ Stock Market on or before December 31, 2015, absent an affirmative vote of our stockholders to extend the date, we are obligated under our articles of incorporation to sell our assets and distribute the net sales proceeds to our stockholders or merge with another entity in a transaction that provides our stockholders with cash or securities of a publicly traded company. In such instances, we will engage only in activities related to our orderly liquidation or merger, unless stockholders owning a majority of our shares of common stock elect to extend our duration by amendment of our articles of incorporation. Neither our advisor nor our Board of Directors may be able to control the timing of the sale of our assets or completion of a merger, and we cannot assure you that we will be able to sell our assets or merge with another company so as to return our stockholders’ aggregate invested capital, generate a profit for the stockholders, or fully satisfy our debt obligations. Because we have used a portion of the offering proceeds to pay expenses and fees, and the full net offering proceeds were not invested in properties, loans or other investments, we will only return all of our stockholders’ invested capital if we sell our assets or the company for a sufficient amount in excess of the original purchase price of our assets. If we take a purchase money obligation in partial payment of the sales price of a property, we may realize the proceeds of the sale over a period of years.

Changes in accounting pronouncements could adversely impact our or our tenants’ reported financial performance.

Accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time, the Financial Accounting Standards Board and the Commission, entities that create and interpret appropriate accounting standards, may change the financial accounting and reporting standards, or their

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interpretation and application of the standards that govern the preparation of our financial statements. Such changes could have a material impact on our reported financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Similarly, these changes could have a material impact on our tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate. In such event, tenants may determine not to lease properties from us, or, if applicable, not to exercise their option to renew their leases with us. This in turn could make it more difficult for us to enter into leases on terms we find favorable and impact the distributions to stockholders.

Cyber security risks and cyber incidents could adversely affect our business and disrupt operations.

Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. The result of these incidents could include, but are not limited to, disrupted operations, misstated financial data, liability for stolen assets or information, increased cyber security protection costs, litigation and reputational damage adversely affecting customer or investor confidence.

If we decide to list our common stock on a national securities exchange, we may wish to lower our distribution rate in order to optimize the price at which our shares would trade.

If our board of directors should elect to effect a liquidity event by listing our common stock on a national securities exchange, a reduction in the distribution rate could occur with or in advance of such a listing, as the public market for listed REITs appears to reward those that have a more conservative distribution policy.

If our risk management systems are ineffective, we may be exposed to material unanticipated losses.

We will continue to refine our risk management techniques, strategies and assessment methods. However, our risk management techniques and strategies may not fully mitigate the risk exposure of our operations in all economic or market environments, or against all types of risk, including risks that we might fail to identify or anticipate. Any failures in our risk management techniques and strategies to accurately quantify such risk exposure could limit our ability to manage risks in our operations or to seek adequate risk-adjusted returns.

Risks Related to Conflicts of Interest and Our Relationships with Our Advisor and Its Affiliates

There may be conflicts of interest because of interlocking boards of directors with affiliated companies.

James M. Seneff, Jr. and Thomas K. Sittema serve as our chairman and vice chairman, respectively, and as directors of our board and concurrently serve as directors for CNL Healthcare Properties, Inc. Mr. Seneff also currently serves as chairman and a director for Global Growth Trust, Inc. and for Global Income Trust, Inc. Our independent directors also are independent directors of CNL Healthcare Properties, Inc.,. These directors may experience conflicts of interest in managing us because they also have management responsibilities for these affiliated entities, which invest in and may invest in properties in the same markets as our properties.

There will be competing demands on our officers and directors and they may not devote all of their attention to us which could have a material adverse effect on our business and financial condition.

Two of our directors, James M. Seneff, Jr. and Thomas K. Sittema are also officers and directors of our advisor and other affiliated entities and may experience conflicts of interest in managing us because they also have management responsibilities for other companies including companies that may invest in some of the same types of assets in which we may invest. In addition, substantially all of the other companies that they work for are affiliates of us and/or our advisor. For these reasons, all of these individuals will share their management time and services among those companies and us, and will not devote all of their attention to us and could take actions that are more favorable to the other companies than to us.

In addition, Stephen H. Mauldin, our president and chief executive officer and Joseph T. Johnson, our chief financial officer, and our other officers serve as officers of, and devote time to, CNL Healthcare Properties, Inc., with similar investment objectives and which owns assets in several of the asset classes in which we invest, and may serve as officers of, and devote time to, other companies which may be affiliated with us in the future. These officers may experience conflicts of interest in managing us because they also have management responsibilities for CNL Healthcare Properties, Inc. For these reasons, these officers will share their management time and services between CNL Healthcare Properties, Inc. and us, and will not devote all of their attention to us and could take actions that are more favorable to CNL Healthcare Properties, Inc. than to us.

47

Other real estate investment programs sponsored by CNL use investment strategies that are similar to ours. Our advisor and its affiliates, and their and our executive officers will face conflicts of interest relating to the purchase and leasing of properties and other investments, and such conflicts may not be resolved in our favor.

One or more real estate investment programs sponsored by CNL may be seeking to invest in properties and other real estate-related investments similar to the assets we are seeking to acquire. CNL has three other public active real estate investment programs which may make investments similar to ours. All of these programs invest in commercial properties. As a result, we may be buying properties and other real estate-related investments at the same time as other programs sponsored by CNL and managed by the executive officers of our advisor or its affiliates are also buying properties and other real estate-related investments. We cannot assure you that properties we want to acquire will be allocated to us in this situation. CNL is not required to allocate each prospective investment to our advisor for review. Our advisor may choose a property that provides lower returns to us than a property allocated to another program sponsored by CNL. In addition, we may acquire properties in geographic areas where other programs sponsored by CNL own properties. If one of such other programs sponsored by CNL attracts a tenant that we are competing for, we could suffer a loss of revenue due to delays in locating another suitable tenant. You will not have the opportunity to evaluate the manner in which these conflicts of interest are resolved.

Our advisor and its affiliates, including all of our executive officers and our affiliated directors, will face conflicts of interest as a result of their compensation arrangements with us, which could result in actions that are not in the best interest of our stockholders.

We pay our advisor and its affiliates substantial fees. These fees could influence their advice to us, as well as the judgment of affiliates of our advisor performing services for us. Among other matters, these compensation arrangements could affect their judgment with respect to:

• the continuation, renewal or enforcement of our agreements with our advisor and its affiliates;

• property acquisitions from third parties, which entitle our advisor to an acquisition fee;

• borrowings to acquire assets, which increase the acquisition fee and asset management fees payable to our advisor and which entitle our advisor or its affiliates to receive other acquisition fees in connection with assisting in obtaining financing for assets if approved by our Board of Directors, including a majority of our independent directors;

• whether we seek to internalize our management functions, which could result in our retaining some of our advisor’s and its affiliates’ key officers for compensation that is greater than that which they currently earn or which could require additional payments to affiliates of our advisor to purchase the assets and operations of our advisor and its affiliates performing services for us;

• the Listing of, or other liquidity event with respect to, our shares, which may entitle our advisor to a subordinated incentive fee;

• a sale of assets, which may entitle our advisor or its affiliates to commissions and/or a subordinated share of net sales proceeds; and

• whether and when we seek to sell our operating partnership or its assets, which sale could entitle our advisor to additional fees.

The fees our advisor receives in connection with transactions involving the purchase and management of our assets are not necessarily based on the quality of the investment or the quality of the services rendered to us. The basis upon which fees are calculated may influence our advisor to recommend riskier transactions to us.

None of the agreements with our advisor or any other affiliates were negotiated at arm’s length.

Agreements with our advisor, and its affiliates may contain terms that are not in our best interest and would not otherwise apply if we entered into agreements negotiated at arm’s length with third parties.

48

If we internalize our management functions, your interest in us could be diluted, we could incur other significant costs associated with being self-managed, we may not be able to retain or replace key personnel and we may have increased exposure to litigation as a result of internalizing our management functions.

We may internalize management functions provided by our advisor, and its affiliates. Our Board of Directors may decide in the future to acquire assets and personnel from our advisor or its affiliates for consideration that would be negotiated at that time. There can be no assurances that we will be successful in retaining our advisor’s key personnel in the event of an internalization transaction. In the event we were to acquire our advisor, we cannot be sure of the form or amount of consideration or other terms relating to any such acquisition, which could take many forms, including cash payments, promissory notes and shares of our stock. The payment of stock to the owners of the advisor as consideration would reduce the percentage of our shares owned by persons who purchase shares in our public offerings, and could reduce the net income per share and funds from operations per share attributable to your investment.

In addition, we may issue equity awards to officers and consultants, which awards would decrease net income and funds from operations. We cannot reasonably estimate the amount of fees to our advisor and other affiliates we would save, and the costs we would incur, if we acquired these entities. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to our advisor and other affiliates, our net income per share and funds from operations per share would be lower than they otherwise would have been had we not acquired these entities.

Additionally, if we internalize our management functions, we could have difficulty integrating these functions. Currently, the officers of our advisor and its affiliates perform asset management and general and administrative functions, including accounting and financial reporting, for multiple entities. We may fail to properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity. An inability to manage an internalization transaction effectively could result in our incurring additional costs and divert our management’s attention from effectively managing our properties and overseeing other real estate-related assets.

In recent years, internalization transactions have been the subject of stockholder litigation. Stockholder litigation can be costly and time-consuming, and there can be no assurance that any litigation expenses we might incur would not be significant or that the outcome of litigation would be favorable to us. Any amounts we are required to expend defending any such litigation will reduce the amount of funds available for investment by us in properties or other investments, or to pay distributions. In connection with any such internalization transaction, a special committee consisting of our independent directors would be appointed to evaluate the transaction and to determine whether a fairness opinion should be obtained.

We will not be in privity of contract with service providers that may be engaged by our advisor to perform advisory services and they may be insulated from liabilities to us, and our advisor may have minimal assets with which to remedy any liabilities to us.

Our advisor subcontracts with affiliated and unaffiliated service providers for the performance of substantially all or a portion of its advisory services. In the event our advisor elects to subcontract with any service provider, our advisor will enter into an agreement with such service provider and we will not be a party to such agreement. As a result, we will not be in privity of contract with any such service provider and, therefore, such service provider will have no direct duties, obligations or liabilities to us. In addition, we will have no right to any indemnification to which our advisor may be entitled under any agreement with a service provider. The service providers our advisor may subcontract with may be insulated from liabilities to us for services they perform, but may have certain liabilities to our advisor. Our advisor may have minimal assets with which to remedy any liabilities to us resulting under the advisory agreement.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

49

Item 2. PROPERTIES

As of December 31, 2012, through various wholly-owned limited partnerships and limited liability companies, we had invested in 179 real estate investment properties. The following tables set forth details about our property holdings by asset class beginning with wholly-owned properties followed by properties owned through joint venture arrangements (in thousands):

Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Ski and Mountain Lifestyle
Brighton Ski Resort—(1) Brighton, Utah	1,050 skiable acres, seven chairlifts; permit and fee interests	$	14,141	$	35,000	1/8/07
Crested Butte Mountain Resort— Mt. Crested Butte, Colorado	1,167 skiable acres, 16 chairlifts; permit and leasehold interests	$	12,059	$	41,000	12/5/08
Cypress Mountain— Vancouver, BC, Canada	358 skiable acres, five chairlifts; permit and interests	$	18,434	$	27,500	5/30/06
Gatlinburg Sky Lift—(1) Gatlinburg, Tennessee	Scenic chairlift; leasehold interest	$	—	$	19,940	12/22/05
Jiminy Peak Mountain Resort— Hancock, Massachusetts	800 skiable acres, eight chairlifts; fee interest	$	9,070	$	27,000	1/27/09
Loon Mountain Resort—(1) Lincoln, New Hampshire	275 skiable acres, ten chairlifts; leasehold, permit and fee interests	$	11,577	$	15,539	1/19/07
Mount Sunapee Mountain Resort— Newbury, New Hampshire	230 skiable acres, ten chairlifts leasehold interest	$	5,595	$	19,000	12/5/08
Mountain High Resort— Wrightwood, California	290 skiable acres, 59 trails, 16 chairlifts; permit interest	$	16,350	$	45,000	6/29/07
Northstar-at-Tahoe Resort—(1) Lake Tahoe, California	2,480 skiable acres, 16 chairlifts; permit and fee interests	$	37,488	$	80,097	1/19/07
Okemo Mountain Resort— Ludlow, Vermont	624 skiable acres, 19 chairlifts; leasehold interest	$	16,946	$	72,000	12/5/08
Sierra-at-Tahoe Resort—(1) South Lake Tahoe, California	1,680 skiable acres, 12 chairlifts; permit and fee interest	$	17,220	$	39,898	1/19/07
Sugarloaf Mountain Resort— Carrabassett Valley, Maine	525 skiable acres, 15 chairlifts; fee and leasehold interest	$	—	$	26,000	8/7/07
Summit-at-Snoqualmie Resort—(1) Snoqualmie Pass, Washington	1,697 skiable acres, 26 chairlifts; permit and fee interest	$	11,577	$	34,466	1/19/07
Stevens Pass— King County, Washington	1,125 skiable acres, 10 chairlifts; fee interest and special use permit	$	13,036	$	20,475	11/17/11
Sunday River Resort— Newry, Maine	668 skiable acres, 18 chairlifts; leasehold, permit and fee interest	$	—	$	50,500	8/7/07
The Village at Northstar—(1) Lake Tahoe, California	79,898 leasable square feet	$	—	$	36,100	11/15/07
		$	183,493	$	589,515

50

Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Golf
Ancala Country Club—(1) Scottsdale, Arizona	18-hole private course	$	5,079	$	14,107	11/30/07
Arrowhead Country Club—(1) Glendale, Arizona	18-hole private course	$	6,282	$	17,357	11/30/07
Arrowhead Golf Club—(1) Littleton, Colorado	18-hole public course	$	7,019	$	15,783	11/30/07
Bear Creek Golf Club—(1) Dallas, Texas	36-hole public course; leasehold interest	$	—	$	11,100	9/8/06
Canyon Springs Golf Club—(1) San Antonio, Texas	18-hole public course	$	—	$	13,010	11/16/06
Clear Creek Golf Club—(1) Houston, Texas	18-hole public course; concession interest	$	—	$	1,888	1/11/07
Continental Golf Course—(1) Scottsdale, Arizona	18-hole public course	$	2,673	$	6,419	11/30/07
Cowboys Golf Club—(1) Grapevine, Texas	18-hole public course; leasehold interest	$	—	$	25,000	12/26/06
David L. Baker Golf Course— Fountain Valley, California	18-hole public course; concession interest	$	—	$	9,492	4/17/08
Deer Creek Golf Club—(1) Overland Park, Kansas	18-hole public course	$	3,307	$	8,934	11/30/07
Eagle Brook Country Club—(1) Geneva, Illinois	18-hole private course	$	6,201	$	16,253	11/30/07
Forest Park Golf Course— St. Louis, Missouri	27-hole public course; leasehold interest	$	—	$	13,372	12/19/07
Fox Meadow Country Club—(1) Medina, Ohio	18-hole private course	$	—	$	9,400	12/22/06
Golf Club at Fossil Creek—(1) Fort Worth, Texas	18-hole public course	$	—	$	7,686	11/16/06
Hunt Valley Golf Club—(1) Phoenix, Maryland	27-hole public course	$	9,448	$	23,430	11/30/07
Kokopelli Golf Club—(1) Phoenix, Arizona	18-hole public course	$	3,876	$	9,416	11/30/07
Lake Park Golf Club—(1) Dallas-Fort Worth, Texas	27-hole public course; concession interest	$	—	$	5,632	11/16/06
Lakeridge Country Club—(1) Lubbock, Texas	18-hole private course	$	—	$	7,900	12/22/06
Las Vegas Golf Club—(1) Las Vegas, Nevada	18-hole public course	$	—	$	10,951	4/17/08

51

Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Golf (Continued)
Legend at Arrowhead Golf Resort—(1) Glendale, Arizona	18-hole public course	$	4,211	$	10,438	11/30/07
London Bridge Golf Club—(1) Lake Havasu, Arizona	36-hole public course	$	4,678	$	11,805	11/30/07
Majestic Oaks Golf Club—(1) Ham Lake, Minnesota	45-hole public course	$	4,859	$	13,217	11/30/07
Mansfield National Golf Club—(1) Dallas-Fort Worth, Texas	18-hole public course; leasehold interest	$	—	$	7,147	11/16/06
Meadowbrook Golf and Country Club—(1) Tulsa, Oklahoma	18-hole private course	$	4,589	$	11,530	11/30/07
Meadowlark Golf Course—(1) Huntington Beach, California	18-hole public course; leasehold interest	$	—	$	16,945	4/17/08
Mesa del Sol Golf Club—(1) Yuma, Arizona	18-hole public course	$	—	$	6,850	12/22/06
Micke Grove Golf Course— Lodi, California	18-hole public course; leasehold interest	$	—	$	6,550	12/19/07
Mission Hills Country Club—(1) (2) Northbrook, Illinois	18-hole private course	$	—	$	4,779	11/30/07
Montgomery Country Club—(1) Laytonsville, Maryland	18-hole private course	$	—	$	6,300	9/11/08
Painted Desert Golf Club—(1) Las Vegas, Nevada	18-hole public course	$	3,644	$	9,468	11/30/07
Palmetto Hall Plantation Club—(1) Hilton Head, South Carolina	36-hole public course	$	—	$	7,600	4/27/06
Plantation Golf Club—(1) Dallas-Fort Worth, Texas	18-hole public course	$	—	$	4,424	11/16/06
Raven Golf Club at South Mountain—(1) Phoenix, Arizona	18-hole public course	$	—	$	12,750	6/9/06
Ruffled Feathers Golf Club—(1) Lemont, Illinois	18-hole public course	$	5,593	$	13,883	11/30/07
Shandin Hills Golf Club— San Bernardino, California	18-hole public course; leasehold interest	$	—	$	5,249	3/7/08
Signature Golf Course—(1) Solon, Ohio	18-hole private course	$	—	$	17,100	12/22/06
Stonecreek Golf Club—(1) Phoenix, Arizona	18-hole public course	$	5,882	$	14,095	11/30/07
Superstition Springs Golf Club—(1) Mesa, Arizona	18-hole public course	$	4,277	$	11,042	11/30/07

52

Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Golf (Continued)
Tallgrass Country Club—(1) Wichita, Kansas	18-hole private course	$	1,890	$	5,405	11/30/07
Tamarack Golf Club—(1) Naperville, Illinois	18-hole public course	$	3,033	$	7,747	11/30/07
Tatum Ranch Golf Club—(1) Cave Creek, Arizona	18-hole private course	$	1,604	$	6,379	11/30/07
The Golf Club at Cinco Ranch—(1) Houston, Texas	18-hole public course	$	—	$	7,337	11/16/06
The Links at Challedon Golf Club—(1) Mount Airy, Maryland	18-hole public course	$	—	$	3,650	9/11/08
The Tradition Golf Club at Broad Bay—(1) Virginia Beach, Virginia	18-hole private course	$	5,418	$	9,229	3/26/08
The Tradition Golf Club at Kiskiack—(1) Williamsburg, Virginia	18-hole public course	$	—	$	6,987	3/26/08
The Tradition Golf Club at The Crossings—(1) Glen Allen, Virginia	18-hole public course	$	—	$	10,084	3/26/08
Valencia Country Club—(1) Santa Clarita, California	18-hole private course	$	—	$	39,533	10/16/06
Weston Hills Country Club—(1) Weston, Florida	36-hole private course	$	—	$	35,000	10/16/06
Weymouth Country Club—(1) Medina, Ohio	18-hole private course	$	—	$	10,500	12/22/06
		$	93,563	$	560,153
Senior Housing
Amber Ridge Assisted Living— Moline, Illinois	31 residential units	$	—	$	3,600	6/29/12
Amber Ridge Memory Care— Moline, Illinois	41 residential units	$	—	$	6,900	6/29/12
Culpepper Place at Branson Meadows— Branson, Missouri	65 residential units	$	5,018	$	9,850	8/31/11
Culpepper Place at Chesterfield Village— Springfield, Missouri	80 residential units	$	7,111	$	12,200	8/31/11
Culpepper Place of Fayetteville— Fayetteville, Arkansas	67 residential units	$	9,000	$	14,000	11/30/12
Culpepper Place of Jonesboro— Jonesboro, Arkansas	61 residential units	$	4,676	$	7,950	8/31/11
Culpepper Place of Nevada— Nevada, Missouri	31 residential units	$	—	$	425	8/31/11
Culpepper of Springdale— Springdale, Arkansas	59 residential units	$	4,726	$	8,850	8/31/11

53

Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Senior Housing (Continued)
Culpepper Place of Springfield— Springfield, Missouri	61 residential units	$	4,091	$	7,725	8/31/11
Dogwood Forest of Cumming— Cumming, Georgia	48 residential units	$	—	$	7,500	12/14/12
Grand Victorian of Pekin— Pekin, Illinois	61 residential units	$	5,562	$	9,930	12/29/11
Grand Victorian of Sterling— Sterling, Illinois	61 residential units	$	5,379	$	9,700	12/29/11
Grand Victorian of Washington— Washington, Illinois	61 residential units	$	6,264	$	11,120	12/29/11
Provision Living at Godfrey— Godfrey, Illinois	77 residential units	$	—	$	11,000	5/7/12
Dogwood Forest of Alpharetta— Alpharetta, Georgia	76 residential units	$	10,171	$	15,300	4/30/12
Dogwood Forest of Fayetteville— Fayetteville, Georgia	62 residential units	$	9,337	$	12,900	4/30/12
Dogwood Forest of Gainesville— Gainesville, Georgia	148 residential units	$	16,749	$	38,800	4/30/12
Dogwood Forest of Eagles Landing— Stockbridge, Georgia	61 residential units	$	10,242	$	12,800	4/30/12
Town Center Village— Portland, Oregon	338 residential units	$	26,010	$	40,967	8/31/11
The Lodge Assisted Living and Memory Care Community— Carson City, Nevada	82 residential units	$	—	$	15,500	6/29/12
		$	124,336	$	257,017
Attractions
Camelot Park—(1) Bakersfield, California	Miniature golf course, go-karts, batting cages and arcade; fee and leasehold interest	$	—	$	948	10/6/06
Darien Lake— Buffalo, New York	978-acre theme park and waterpark	$	—	$	109,000	4/6/07
Elitch Gardens—(1) Denver, Colorado	62-acre theme park and waterpark	$	44,552	$	109,000	4/6/07
Frontier City— Oklahoma City, Oklahoma	113-acre theme park	$	—	$	17,750	4/6/07
Funtasticks Fun Center—(1) Tucson, Arizona	Miniature golf course, go-karts, batting cages, bumper boats and kiddie land with rides	$	—	$	6,424	10/6/06
Hawaiian Falls-Garland—(1) Garland, Texas	11-acre waterpark; leasehold interest	$	—	$	6,318	4/21/06

54

Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Attractions (Continued)
Hawaiian Falls-The Colony(1)— The Colony, Texas	12-acre waterpark; leasehold interest	$	—	$	5,807	4/21/06
Magic Springs and Crystal Falls—(1) Hot Springs, Arkansas	70-acre theme park and waterpark	$	11,602	$	20,000	4/16/07
Mountasia Family Fun Center—(1) (2) North Richland Hills, Texas	Two miniature golf courses, go-karts, bumper boats, batting cages, paintball fields and arcade	$	—	$	1,776	10/6/06
Pacific Park—(1) Santa Monica, California	2-acre theme park ; leasehold interest	$	19,639	$	34,000	12/29/10
Splashtown— Houston, Texas	53-acre waterpark	$	—	$	13,700	4/6/07
Rapids Waterpark— West Palm Beach, Florida	30-acre waterpark	$	21,000	$	51,850	6/29/12
Waterworld— Concord, California	23-acre waterpark; leasehold interest	$	—	$	10,800	4/6/07
Wet’nWild Hawaii—(1) Honolulu, Hawaii	29-acre waterpark; leasehold interest	$	—	$	25,800	5/6/09
White Water Bay— Oklahoma City, Oklahoma	21-acre waterpark	$	—	$	20,000	4/6/07
Wild Waves—(1) Seattle, Washington	67-acre theme park and waterpark; leasehold interest	$	—	$	31,750	4/6/07
Zuma Fun Center—(1) Charlotte, North Carolina	Miniature golf course, batting cages, bumper boats and go-karts	$	—	$	7,378	10/6/06
Zuma Fun Center—(1) (2) Knoxville, Tennessee	Miniature golf course, batting cages, bumper boats, rock climbing and go-karts	$	—	$	2,037	10/6/06
Zuma Fun Center—(1) (2) North Houston, Texas	Miniature golf course, batting cages, bumper boats and go-karts	$	—	$	916	10/6/06
Zuma Fun Center—(1) South Houston, Texas	Miniature golf course, batting cages, bumper boats and go-karts	$	—	$	4,883	10/6/06
		$	96,793	$	480,137
Marinas
Anacapa Isle Marina— Oxnard, California	438 wet slips; leasehold interest	$	2,516	$	9,829	3/12/10
Ballena Isle Marina— Alameda, California	504 wet slips; leasehold interest	$	—	$	8,179	3/12/10
Beaver Creek Marina—(1) Monticello, Kentucky	275 wet slips; leasehold interest	$	—	$	10,525	12/22/06

55

Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Marinas (Continued)
Brady Mountain Resort & Marina—(1) Royal (Hot Springs), Arkansas	585 wet slips, 55 dry storage units; leasehold interest	$	—	$	14,140	4/10/08
Bohemia Vista Yacht Basin— Chesapeake City, Maryland	239 wet slips; fee interest	$	—	$	4,970	5/20/10
Burnside Marina—(1) Somerset, Kentucky	400 wet slips; leasehold interest	$	—	$	7,130	12/22/06
Cabrillo Isle Marina— San Diego, California	463 slips; leasehold interest	$	6,013	$	20,575	3/12/10
Crystal Point Marina— Point Pleasant, New Jersey	200 wet slips	$	—	$	5,600	6/8/07
Eagle Cove Marina—(1) Byrdstown, Tennessee	106 wet slips; leasehold and fee interest	$	—	$	5,300	8/1/07
Great Lakes Marina— Muskegon, Michigan	350 wet slips, 150 dry storage units	$	—	$	10,088	8/20/07
Hack’s Point Marina— Earleville, Maryland	239 wet slips; fee interest	$	—	$	2,030	5/20/10
Holly Creek Marina—(1) Celina, Tennessee	250 wet slips; leasehold and fee interest	$	—	$	6,790	8/1/07
Lakefront Marina—(1) Port Clinton, Ohio	470 wet slips; leasehold and fee interest	$	—	$	5,600	12/22/06
Manasquan River Club— Brick Township, New Jersey	199 wet slips	$	—	$	8,900	6/8/07
Pier 121 Marina and Easthill Parkt—(1) Lewisville, Texas	1,007 wet slips, 250 dry storage units; leasehold interest	$	—	$	37,190	12/22/06
Sandusky Harbor Marina—(1) Sandusky, Ohio	660 wet slips; leasehold and fee interests	$	—	$	8,953	12/22/06
Ventura Isle Marina— Ventura, California	579 slips; leasehold interest	$	3,796	$	16,417	3/12/10
		$	12,325	$	182,216
Additional Lifestyle Properties Dealership
Route 66 Harley-Davidson— Tulsa, Oklahoma	46,000 square-foot retail and service facility with restaurant	$	—	$	6,500	4/27/06
		$	—	$	6,500
Multi-family Residential
Mizner Court at Broken Sound— Boca Raton, Florida	450-unit apartment complex	$	62,856	$	104,413	12/31/07
		$	62,856	$	104,413

56

Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Hotels
Coco Key Water Resort— Orlando, Florida	399-room waterpark hotel	$	—	$	18,527		5/28/08
Great Wolf Lodge—Sandusky— Sandusky, Ohio	271-room waterpark resort	$	27,729	$	43,400		8/6/09
Great Wolf Lodge—Wisconsin Dells— Wisconsin Dells, Wisconsin	309-room waterpark resort	$	22,907	$	46,900		8/6/09
The Omni Mount Washington Resort and Bretton Woods Ski Area— Bretton Woods, New Hampshire	284-room hotel, 434 skiable acres, nine chairlifts, one golf facility, resort amenities and development land	$	25,000	$	55,500		(3	)
		$	75,636	$	164,327
Other
Granby Development Lands Granby, Colorado	1,553 acres with infrastructure water, sewer, golf course in various stages of completion and improvements such as roads, water, sewer, golf course in various stages of completion		—		51,255		10/29/09
		$	—	$	51,255
		$	649,002	$	2,395,533

FOOTNOTES:

(1) On April 15, 2011, we issued $400 million senior notes which are guaranteed by the respective properties.

(2) These properties are classified as assets held for sale and are expected to be sold during 2013.

(3) The initial purchase includes the original purchase price of $45.0 million, acquired July 23, 2006. In 2011, we purchased the golf facility, resort amenities and development land at this property for an additional $10.5 million.

57

As of December 31, 2012, we own interests in five unconsolidated entities with the following ownership percentage (i) Intrawest Venture at 80.0%, (ii) DMC Partnership at 82.0%, (iii) CNLSun I Venture at 60.0%, (iv) CNLSun II Venture at 70.0% and (v) CNLSun III Venture at 67.9%. These unconsolidated entities are in the business of owning and leasing real estate. The following tables set forth details about our property holdings by asset class owned through our joint-venture agreements (in thousands):

Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Destination Retail — Intrawest Venture (2)
Village at Blue Mountain— (1) Collingwood, ON, Canada	39,723 leasable square feet	$	12,498	$	10,781	12/3/04
Village at Copper Mountain— Copper Mountain, Colorado	97,928 leasable square feet	$	10,231	$	23,300	12/16/04
Village at Mammoth Mountain— Mammoth Lakes, California	57,924 leasable square feet	$	11,520	$	22,300	12/16/04
Village of Snowshoe Mountain— Snowshoe, West Virginia	39,846 leasable square feet	$	4,533	$	8,400	12/16/04
Village of Baytown Wharf— Destin, Florida	56,104 leasable square feet	$	9,316	$	17,100	12/16/04
Village at Stratton— Stratton, Vermont	47,837 leasable square feet	$	2,662	$	9,500	12/16/04
Whistler Creekside—(1) Vancouver, BC, Canada	70,802 leasable square feet	$	22,942	$	19,500	12/3/04
		$	73,702	$	110,881
Merchandise Marts — DMC Partnership
Dallas Market Center— International Floral and Gift Center— Dallas, Texas	4.8 million leasable square feet; leasehold and fee interests	$	135,428	$	260,659	2/14/05
		$	135,428	$	260,659
Senior Housing — CNLSun I Venture(2)
Sunrise of Alta Loma— Rancho Cucamonga, California	59 residential units	$	7,065	$	6,014	1/10/11
Sunrise of Baskin Ridge— Baskin Ridge, New Jersey	77 residential units	$	21,639	$	31,696	1/10/11
Sunrise of Belmont— Belmont, California	78 residential units	$	21,639	$	34,763	1/10/11
Sunrise of Chesterfield— Chesterfield, Missouri	74 residential units	$	28,759	$	44,951	1/10/11
Sunrise of Claremont— Claremont, California	54 residential units	$	8,135	$	12,498	1/10/11
Sunrise of Crystal Lake— Crystal Lake, Illinois	58 residential units	$	10,075	$	14,270	1/10/11
Sunrise of Dix Hills— Dix Hills, New York	76 residential units	$	23,410	$	30,139	1/10/11

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Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Senior Housing — CNLSun I Venture (continued) (2)
Sunrise of East Meadow— East Meadow, New York	82 residential units	$	24,529	$	43,194	1/10/11
Sunrise of East Setauket— East Setauket, New York	82 residential units	$	19,937	$	31,569	1/10/11
Sunrise of Edgewater— Edgewater, New Jersey	70 residential units	$	18,089	$	24,007	1/10/11
Sunrise of Flossmoor— Flossmoor, Illinois	62 residential units	$	8,544	$	11,490	1/10/11
Sunrise of Gahanna— Gahanna, Ohio	50 residential units	$	6,370	$	10,704	1/10/11
Sunrise of Gurnee— Gurnee, Illinois	59 residential units	$	15,178	$	23,318	1/10/11
Sunrise of Holbrook— Holbrook, New York	79 residential units	$	21,187	$	31,626	1/10/11
Sunrise of Huntington Commons— Kennebunk, Maine	180 residential units	$	20,347	$	29,596	1/10/11
Sunrise of Lincroft— Lincroft, New Jersey	60 residential units	$	13,435	$	20,711	1/10/11
Sunrise of Marlboro— Marlboro, New Jersey	63 residential units	$	8,982	$	11,675	1/10/11
Sunrise of Montgomery Village— Montgomery Village, Maryland	141 residential units	$	6,724	$	8,680	1/10/11
Sunrise of Naperville North— Naperville, Illinois	77 residential units	$	21,222	$	33,095	1/10/11
Sunrise of Plainview— Plainview, New York	51 residential units	$	15,213	$	22,582	1/10/11
Sunrise of Roseville— Roseville, Minnesota	77 residential units	$	19,319	$	28,157	1/10/11
Sunrise of Schaumburg— Schaumburg, Illinois	82 residential units	$	21,153	$	24,936	1/10/11
Sunrise of Silver Spring— Silver Spring, Maryland	65 residential units	$	12,761	$	16,471	1/10/11
Sunrise of Tustin— Santa Ana, California	48 residential units	$	10,344	$	12,912	1/10/11
Sunrise of University Park— Colorado Springs, Colorado	53 residential units	$	8,739	$	12,775	1/10/11
Sunrise of West Babylon— West Babylon, New York	79 residential units	$	24,036	$	38,794	1/10/11

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Name and Location	Description	Mortgages and Other Notes Payable as of December 31, 2012		Initial Purchase Price		Date Acquired
Senior Housing — CNLSun I Venture (continued) (2)
Sunrise of West Bloomfield— West Bloomfield, Michigan	52 residential units	$	6,738	$	6,883	1/10/11
Sunrise of West Hills— West Hills, California	65 residential units	$	6,092	$	4,660	1/10/11
Sunrise of Weston— Weston, Massachusetts	29 residential units	$	5,279	$	8,330	1/10/11
		$	434,940	$	630,496
Senior Housing — CNLSun II Venture(2)
Sunrise of Bloomfield Hills— Bloomfield, Michigan	220 residential units	$	17,079	$	22,546	8/2/11
The Stratford at Flat Irons— Broomfield, Colorado	93 residential units	$	24,392	$	29,251	8/2/11
Sunrise of John’s Creek— John’s Creek, Georgia	95 residential units	$	12,087	$	17,201	8/2/11
Sunrise of McCandless— McCandless, Pennsylvania	85 residential units	$	14,523	$	18,562	8/2/11
Sunrise at Wood Ranch— Simi Valley, California	97 residential units	$	15,216	$	15,063	8/2/11
Sunrise of Cary— Cary, North Carolina	93 residential units	$	21,252	$	28,377	8/2/11
		$	104,549	$	131,000
Senior Housing — CNLSun III Venture(2)
Sunrise of Plano— Plano, Texas	156 residential units	$	25,865	$	42,730	10/12/11
Sunrise of Golden Valley— Golden Valley, Minnesota	76 residential units	$	18,288	$	26,510	10/12/11
Sunrise of Minnetonka— Minnetonka, Minnesota	61 residential units	$	16,321	$	22,940	10/12/11
Sunrise of Shelby Township— Shelby Township, Michigan	69 residential units	$	16,248	$	24,380	10/12/11
Sunrise of Palo Alto— Palo Alto, California	81 residential units	$	23,388	$	28,620	10/12/11
Sunrise of Lenexa— Lenexa, Kansas	82 residential units	$	9,617	$	14,680	10/12/11
Sunrise of Dresher— Dresher, Pennsylvania	76 residential units	$	10,273	$	10,140	10/12/11
		$	120,000	$	170,000
		$	868,619	$	1,303,036

FOOTNOTES:

(1) Converted from Canadian dollars to U.S. dollars at the exchange rate in place as of the end of the year.

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(2) In December 2012, we entered into an agreement to sell our interests in the CNLSun I, CNLSun II and CNLSun III Ventures and expect the sale to be completed in mid-2013. In addition, In December 2012, we decided to sell seven destination retail properties held through the Intrawest Venture to third–party buyers. The properties are expected to be sold in 2013. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Distributions from Unconsolidated Entities” for additional information.

Item 3. LEGAL PROCEEDINGS

We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While resolution of these matters cannot be predicted with certainty, we believe, based upon currently available information that the final outcome of such matters will not have a material adverse effect on our results of operations or financial condition.

A purported class action lawsuit on behalf of shareholders who purchased shares under our DRP on or after April 1, 2010, Allyn v. CNL Lifestyle Properties, Inc. et al., was filed on January 18, 2013 in the United States District Court for the Middle District of Florida against the Company and certain of our current and former directors. The lawsuit alleges claims for breach of fiduciary duty against the directors and constructive trust and unjust enrichment against the Company. The factual assertions in the complaint consist primarily of the allegation that the price for shares purchased under the DRP was inflated. The complaint seeks an unspecified amount of damages and other relief relating to the purported inflation. The Company intends to defend vigorously against such claims and is not able to determine the ultimate outcome at this time.

Item 4. MINE SAFETY DISCLOSURES

None.

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PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECRUITIES

Market Information

There is no established public trading market for our common stock, therefore, there is a risk that a stockholder may not be able to sell our stock at a time or price acceptable to the stockholder, or at all. Unless and until our shares are listed on a national securities exchange, it is not expected that a public market for the shares will develop.

Estimated Fair Value per Share

In July 2012, we conducted a detailed analysis to estimate our NAV on a per share basis to assist broker dealers in connection with their obligations under applicable Financial Industry Regulatory Authority (“FINRA”) rules with respect to customer account statements and to assist fiduciaries in discharging their obligations under Employee Retirement Income Security Act (“ERISA”) reporting requirements. As of August 1, 2012, our Board determined that the estimated NAV per share was $7.31. In determining an estimated fair value of the Company’s shares, the Board of Directors considered various analyses and information, a portion of which was provided by the Company’s Advisor. In preparing its value estimate, the Company also consulted an independent valuation advisor.

Valuation Methodology

In estimating our NAV per share, we estimated the value of our investments on an asset-by-asset basis using common appraisal techniques which are widely used for the valuation of real estate assets. The values of our consolidated real estate properties were primarily estimated using a discounted cash flow approach, whereby we forecasted property-level cash flows for a holding period of 10 years. We then estimated the sales value that we would receive in a hypothetical sale at the end of the expected holding period by applying a normalized terminal capitalization rate for each asset to the final year forecasted cash flow. The total cash flows during the 10-year holding period and the estimated sales value were then discounted to August 1, 2012 using discount rates that we believe are appropriate for our assets. Terminal capitalization rates and discount rates differed by asset class and by property within a specific asset class based on their characteristics, growth expectations, cash flow variability, etc. The key assumptions that were used in discounted cash flow models to estimate the fair value of our real properties are set forth in the following table. We did not include any specific premiums for portfolio aggregation, business enterprise or going concern value, although such premiums may be applicable in a merger or bulk sale of our portfolios.

	Property Category									Overall
	Lifestyle  (1)			Senior Housing			Other (2)			Portfolio			Range
Weighted-Average Exit Cap Rate		8.7	%		7.5	%		7.9	%		8.5	%	5.5% - 11.0%
Weighted-Average Discount Rate		9.8	%		8.4	%		9.4	%		9.5	%	7.0% - 12.5%

				Estimated
	Weighted			Holding
Cash Flow Compound Annual Growth Rates	Average Basis			Period
Lifestyle		2.6	%		10 Years
Senior Housing - Managed Properties		3.6	%		10 Years
Senior Housing - JV Properties (3)		-4.9	%		4 Years
Other		6.6	%		10 Years
Overall Portfolio		1.7	%		9.5 years

FOOTNOTES:

(1) Includes ski and mountain lifestyle, attractions, marinas and golf.

(2) Includes lodging, DMC Partnership, Intrawest Venture, multifamily and other.

(3) Includes CNLSun I, CNLSun II and CNLSun III Ventures. The weighted-average growth for senior housing JVs declined due to reductions in preferred return allocations over time. The estimated holding period was less than 10 years due to options our partners have to buy our interest in the ventures at a stated price and our belief at the time the valuation was conducted that these options would be exercised based on where we believed the values for the underlying assets are

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trending and assumed that this occurred during the mid-point of the option period for each respective joint venture. As of the date of this filing we now believe that the purchase will occur in mid-2013. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information about the exercise of these options.

The fair value of our unconsolidated joint venture investments were estimated with a similar discounted cash flow approach using the estimated cash flows expected to be received from the ventures over the expected holding period. In estimating these cash flows, we considered various distribution and liquidation preferences applicable to each specific venture.

The estimated value of notes receivable and notes payable was determined by discounting the scheduled loan payments using expected current loan interest rates and terms that we believe we would obtain for similar loans in today’s market. For all other relevant assets and liabilities (cash, inventory, receivables, prepaid assets, accounts payable, accrued expenses, etc.), we assumed that the current book values equal the fair value of those assets and liabilities.

To compute our total NAV, the estimated fair value of debt and other liabilities was deducted from the summation of the estimated fair value of properties, joint ventures, notes receivable and other assets to determine the total estimated NAV for the Company as a whole. This amount was then divided by the number of shares outstanding to determine the estimated NAV per share. The following table summarizes the individual components used to estimate fair value:

Consolidated real estate properties	$	8.47
Unconsolidated entities		1.56
Mortgages and other notes receivable		0.40
Other assets		0.48
Mortgages and other notes payable		(3.20	)
Other liabilities		(0.40	)
Estimated per Share Value	$	7.31

Limitations of the Estimated Fair Value per Share

As mentioned above, we are providing this estimated fair value per share to assist broker dealers in connection with their obligations under applicable FINRA rules with respect to customer account statements and to assist fiduciaries in discharging their obligations under ERISA reporting requirements. We believe that the assumptions employed in the asset appraisals are reasonable and within the ranges used for properties similar to those owned by us and held by investors with similar expectations to our investors. However, a change in the assumptions would impact the calculation of the value of our real estate assets and different parties using different assumptions and estimates could derive a different estimated fair value per share, which could be significantly different from our estimated fair value per share. For example, assuming all other factors remain unchanged, a 5 percent change in the assumed average discount rate would result in a value of $6.78 per share and a 5 percent decrease in the assumed average discount rate would result in a value of $7.90 per share. The estimated fair value per share value established is not necessarily indicative of the price that our shares would trade at on a national securities exchange or the amount a stockholder would obtain if they tried to sell their shares or if we were acquired by another company or we liquidated our assets and distributed the proceeds after paying all of our expenses and liabilities. Accordingly, with respect to the estimated fair value per share, we can give no assurance that:

• a stockholder would be able to resell his or her shares at this estimated fair value;

• a stockholder would ultimately realize distributions per share equal to our estimated fair value per share upon liquidation of our assets and settlement of our liabilities or a sale of the Company;

• our shares would trade at a price equal to or greater than the estimated fair value per share if we listed them on a national securities exchange; or

• the methodology used to estimate our fair value per share would be acceptable to FINRA or under ERISA for compliance with its reporting requirements.

The estimated fair value per share was determined by our Board at a special meeting held on August 9, 2012. As previously discussed in the Risks Factors section contained within our prospectus, the value of our shares will likely change over time and will be influenced by changes to the value of our individual assets as well as changes and developments in the real estate and capital markets as well as broader economic factors. We believe the recent downturn in the economy has depressed the cash flows and value of a certain portion of our assets and therefore the estimated fair value of our shares. As of the date of this filing we do not believe there has been a material change in our NAV per share from the $7.31 amount determined on August 9, 2012. We expect to update and announce our next estimated fair value per share by December 31, 2013.

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Recent Sales of Unregistered Securities

None.

Secondary Sales of Registered Shares between Investors

For the years ended December 31, 2012 and 2011, we are aware of transfers of 448,691 and 567,441 shares between investors, respectively. We are not aware of any other trades of our shares, other than purchases made in our public offerings and redemptions of shares by us. The following table reflects, for each calendar quarter, the high, the low and the average sales prices for transfers of shares between investors during 2012 and 2011 of which we are aware, net of commissions:

	2012
	High		Low		Average
First quarter	$	10.00	$	4.50	$	6.31
Second quarter	$	7.50	$	4.75	$	5.08
Third quarter	$	10.00	$	4.61	$	5.46
Fourth quarter	$	10.00	$	4.60	$	5.25

	2011
	High		Low		Average
First quarter	$	10.00	$	6.90	$	7.73
Second quarter	$	7.65	$	4.50	$	5.02
Third quarter	$	7.52	$	4.50	$	5.86
Fourth quarter	$	10.36	$	4.50	$	6.49

Distributions

We intend to continue to declare and pay distributions to stockholders on a quarterly basis. The amount of distributions declared to our stockholders is determined by our Board of Directors and is dependent upon a number of factors, including:

• Sources of cash available for distribution such as current year and inception to date cumulative cash flows from operating activities, Funds from Operations (“FFO”), Modified Funds from Operations (“MFFO”) and Adjusted Earnings Before Interest Taxes, Depreciation and Amortization (“EBITDA”), as well as expected future long-term stabilized cash flows, FFO, MFFO and Adjusted EBITDA;

• The proportion of distributions paid in cash compared to the amount being reinvested through our DRP;

• Limitations and restrictions contained in the terms of our current and future indebtedness concerning the payment of distributions; and

• Other factors such as the avoidance of distribution volatility, our objective of continuing to qualify as a REIT, capital requirements, the general economic environment and other factors.

We have and may continue to use borrowings and proceeds from our DRP to fund a portion of our distributions in order to avoid distribution volatility. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” — Sources and Uses of Liquidity and Capital Resources” for additional information related to our sources of cash for distributions.

In 2011 we completed our final offering of shares of common stock. During the year ended December 31, 2012, we fully invested the proceeds of our common stock offering and our senior unsecured note offering. As communicated previously, upon reaching that goal, our Board evaluated the expected future cash flows, FFO, MFFO and Adjusted EBITDA expected to be generated by our portfolio, in keeping with our intention of paying a sustainable level of dividends going forward. On August 9, 2012, based on our assessment of forward-looking expected performance, the impact of the expected continued slow growth of the broader domestic economy and to ensure we retain sufficient capital to continually reinvest in and improve our assets, our Board approved a reduction in quarterly distributions to $0.10625 per share, effective during the third quarter of 2012. On an annualized basis, this amount represents a yield of 5.81% of our new estimated fair value per share and 4.25% on our original $10.00 per share value offering price. Our Board will continue to actively evaluate our distribution rate going forward and will make adjustments as it believes is appropriate based on changes in our expected cash flows, FFO, MFFO and Adjusted EBITDA.

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For the years ended December 31, 2012, 2011 and 2010, approximately 0.0%, 0.0% and 0.3%, respectively, of the distributions paid to stockholders were considered taxable income and approximately 100.0%, 100.0% and 99.7%, respectively, were considered a return of capital to stockholders for federal income tax purposes. No amounts distributed to stockholders for the years ended December 31, 2012, 2011 and 2010 were required to be or have been treated by us as a return of capital for purposes of calculating the stockholders’ return on their invested capital as described in our advisory agreement. In determining the apportionment between taxable income and a return of capital, the amounts distributed to stockholders (other than any amounts designated as capital gains dividends) in excess of current or accumulated Earnings and Profits (“E&P”) are treated as a return of capital to the stockholders. E&P is a statutory calculation, which is derived from net income and determined in accordance with the Code. It is not intended to be a measure of the REIT’s performance, nor do we consider it to be an absolute measure or indicator of our source or ability to pay distributions to stockholders.

The following table represents total distributions declared including cash distributions, distributions reinvested and distributions per share for the years ended December 31, 2012 and 2011 (in thousands except per share data):

									Sources of Distributions Paid in Cash
	Distributions Per Share		Total Distributions Declared		Distributions Reinvested  (1)		Net Cash Distributions		Cash Flows From (Used In) Operating Activities (2)(3)
2012 Quarter
First	$	0.1563	$	48,353	$	20,876	$	27,477	$	22,157
Second		0.1563		48,631		20,579		28,052		14,025
Third		0.1063		33,280		13,820		19,460		46,617
Fourth		0.1063		33,449		13,761		19,688		(6,073	) (3)
Year	$	0.5252	$	163,713	$	69,036	$	94,677	$	76,726	(3)
2011 Quarter
First	$	0.1563	$	45,040	$	20,072	$	24,968	$	24,317
Second		0.1563		47,430		21,135		26,295		27,257
Third		0.1563		47,874		21,210		26,664		41,299
Fourth		0.1563		48,103		21,079		27,024		(9,809	) (3)
Year	$	0.6252	$	188,447	$	83,496	$	104,951	$	83,064	(3)

FOOTNOTES:

(1) Distributions reinvested may be dilutive to stockholders to the extent that they are not covered by cash flows from operations, FFO and MFFO and such shortfalls are instead covered by borrowings.

(2) Cash flows from operating activities calculated in accordance with GAAP are not necessarily indicative of the amount of cash available to pay distributions. For example, GAAP requires that the payment of acquisition fees and costs be classified as a use of cash in operating activities in the statement of cash flows, which directly reduces the measure of cash flows from operations. However, acquisition fees and costs are paid for with proceeds from our offerings and debt financings as opposed to operating cash flows. The Board of Directors also uses other measures such as FFO and MFFO in order to evaluate the level of distributions.

(3) The shortfall in cash flows from operating activities versus cash distributions paid was funded with borrowings.

Distribution Reinvestment Plan

In 2011 we completed our final offering and filed a registration statement on Form S-3 under the Security Exchange Act of 1933, as amended, to register the sale of up to an additional $250 million (26.3 million shares of common stock at $9.50 per share) under our DRP. In accordance with our DRP, in the event that our Board determines a new estimated fair value of our common stock, shares of our common stock would thereafter be sold pursuant to the DRP at a price determined by our Board of Directors, which price shall not be less than 95% of the estimated fair value of a share of our common stock. On August 1, 2012, in order to comply with requirements that became applicable once we completed our offerings, our Board of Directors determined that our estimated NAV per share was $7.31. Accordingly, effective August 9, 2012, under the DRP, beginning with reinvestments made after August 9, 2012, and until we announce a new price, the DRP shares will be offered at $6.95, which represents a 5% discount to the new estimated fair value of $7.31 per share. We anticipate we will

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continue to raise capital through our DRP and will use such proceeds for acquisitions and enhancements, distributions shortfalls and other corporate purposes. For the year ended December 31, 2012, we raised approximately $69.0 million (8.3 million shares) through our DRP. As of December 31, 2012, we had approximately 94,474 common stockholders of record.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Redemption of Shares

We redeem shares pursuant to our redemption plan, which is designed to provide eligible stockholders with limited interim liquidity by enabling them to sell shares back to us prior to any listing of our shares. There is currently a sizable backlog and a waiting list for redemption requests and stockholders will likely wait a long period of time to have their shares redeemed, if ever.

The following table presents information about redemptions for the years ended December 31, 2012 and 2011 (in thousands except per share data):

	First			Second			Third			Fourth			Full Year
2012 Quarters
Requests in queue		6,419			7,763			8,512			8,856			6,419
Redemptions requested		1,574			1,010			1,064			1,535			5,183
Shares redeemed:
Prior period requests		(4	)		(177	)		(245	)		(98	)		(524	)
Current period request		(172	)		—			(158	)		(319	)		(649	)
Adjustments (1)		(54	)		(84	)		(317	)		(248	)		(703	)
Pending redemption requests (2)		7,763			8,512			8,856			9,726			9,726
Average price paid per share	$	9.92		$	9.92		$	7.31		$	7.30		$	8.06

	First			Second			Third			Fourth			Full Year
2011 Quarters
Requests in queue		3,595			4,036			5,328			6,016			3,595
Redemptions requested		1,227			2,133			1,475			1,170			6,005
Shares redeemed:
Prior period requests		(631	)		(500	)		(503	)		(609	)		(2,243	)
Current period request		(135	)		(256	)		(265	)		(158	)		(814	)
Adjustments (1)		(20	)		(85	)		(19	)		—			(124	)
Pending redemption requests (2)		4,036			5,328			6,016			6,419			6,419
Average price paid per share	$	9.79		$	9.83		$	9.83		$	9.80		$	9.81

FOOTNOTES:

(1) This amount represents redemption request cancellations and other adjustments.

(2) Requests that are not fulfilled in whole during a particular quarter will be redeemed on a pro rata basis to the extent funds are made available pursuant to the redemption plan.

We are not obligated to redeem shares under our redemption plan. However, if we elect to redeem shares, the aggregate amount of funds that will be used to redeem shares pursuant to the redemption plan will be determined on a quarterly basis in the sole discretion of our Board of Directors and may be less than, but is not expected to exceed, the aggregate proceeds received through our DRP.

Beginning in the second fiscal quarter of 2010, our Board of Directors determined that redemptions under our redemption plan would be limited to $7.5 million per calendar quarter. Effective for the first quarter of 2012, our Board of Directors approved redemptions of up to $1.75 million per calendar quarter. For shareholders redeemed prior to August 1, 2012, the redemption price per share was a percentage of the offering price; and the applicable percentage was based on the number of years the stockholder held the shares as of the date of the redemption request (the “Redemption Percentage”).

As described above under “Estimated Fair Value per Share”, on August 9, 2012, our Board determined that the estimated NAV per share was $7.31. We executed the Third Amended and Restated Redemption Plan (the “Redemption Plan”) to revise the redemption price so that for those shares redeemed after August 1, 2012, the redemption price per share would be based on the applicable Redemption Percentage of our estimated value per share on the date the redemption was effected. Pursuant to the DRP, shareholders may not request redemption of less than 25% of their shares.

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In addition, on August 9, 2012, our Board of Directors approved an increase of the redemption amount to the lesser of (i) $3.0 million per calendar quarter or (ii) the amount of aggregate proceeds available under the DRP, effective as of the third quarter of 2012. Our Board of Directors will continue to evaluate and determine the amount of shares to be redeemed based on what it believes to be in the best interest of the company and our stockholders, as the redemption of shares dilutes the amount of cash available to make acquisitions and for other corporate purposes. At no time during a 12-month period, however, may the number of shares we redeem pursuant to the redemption plan (if we determine to redeem shares) exceed 5% of the weighted-average shares of our common stock at the beginning of such 12-month period. To date we have not exceeded this limit, and we do not anticipate that we will reach the maximum number of shares redeemable under our Redemption Plan during the next twelve months.

In the event there are insufficient funds to redeem all of the shares for which redemption requests have been submitted, redemptions will occur on a pro rata basis at the end of each quarter, with the actual redemption occurring at the beginning of the next quarter. Stockholders whose shares are not redeemed due to insufficient funds in that quarter will have their requests carried forward and be honored at such time as sufficient funds exist. In such case, the redemption request will be retained and such shares will be redeemed before any subsequently received redemption requests are honored, subject to certain priority groups for hardship cases. Redeemed shares are considered retired and will not be reissued.

Subject to certain restrictions discussed below, we may redeem shares, from time to time, computed to three decimal places at the following percentages of our estimated fair value per share as determined by our Board of Directors on the date the redemption is effected (“Redemption Date Value”):

• 92.5% of the Redemption Date Value for stockholders who have owned their shares for at least one year;

• 95.0% of the Redemption Date Value for stockholders who have owned their shares for at least two years;

• 97.5% of the Redemption Date Value for stockholders who have owned their shares for at least three years; and

• 100% for stockholders who have owned those shares for at least four years at the Redemption Date Value.

The repurchase price will not exceed the estimated fair market value per share as determined by our Board of Directors. In addition, we have the right to waive the above holding periods and redemption prices in the event of the death, qualifying disability, bankruptcy or unforeseeable emergency of a stockholder as defined under the plan. Redemption of shares issued pursuant to our Reinvestment Plan will be priced based upon the Redemption Date Value.

Any stockholder who has held shares for not less than one year (other than our Advisor) may present for our consideration, all or any portion of his or her shares for redemption at any time, in accordance with the procedures outlined herein. Commitments to redeem shares will be made at the end of each quarter and will be communicated to each stockholder who has submitted a redemption request in writing. A stockholder may present fewer than all of his or her shares to us for redemption provided, however, that:

• the minimum number of shares which must be presented for redemption shall be at least 25% of his or her shares and

• if such stockholder retains any shares, he or she must retain at least $5,000 worth of shares based on the Redemption Date Value.

At such time, we may, at our sole option, choose to redeem such shares presented for redemption for cash to the extent we have sufficient funds available. There is no assurance that there will be sufficient funds available for redemption or that we will exercise our discretion to redeem such shares and, accordingly, a stockholder’s shares may not be redeemed. Factors that we will consider in making our determinations to redeem shares include:

• whether such redemption impairs our capital or operations;

• whether an emergency makes such redemption not reasonably practical;

• whether any governmental or regulatory agency with jurisdiction over us demands such action for the protection of our stockholders;

• whether such redemption would be unlawful; and

• whether such redemption, when considered with all other redemptions, sales, assignments, transfers and exchanges of our shares, could prevent us from qualifying as a REIT for tax purposes.

In the event there are insufficient funds to redeem all of the shares for which redemption requests have been submitted, and we have determined to redeem shares, we will redeem pending requests at the end of each quarter in the following order:

(i) pro rata as to redemptions sought upon a stockholder’s death;

(ii) pro rata as to redemptions sought by stockholders with a qualifying disability;

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(iii) pro rata as to redemptions sought by stockholders subject to bankruptcy;

(iv) pro rata as to redemptions sought by stockholders in the event of an unforeseeable emergency;

(v) pro rata as to stockholders subject to mandatory distribution requirements under an individual retirement arrangement (an “IRA”);

(vi) pro rata as to redemptions that would result in a stockholder owning less than 100 shares; and

(vii) pro rata as to all other redemption requests.

With respect to a stockholder whose shares are not redeemed due to insufficient funds in that quarter, the redemption request will be retained by us unless it is withdrawn by the stockholder, and such shares will be redeemed in subsequent quarters as funds become available and before any subsequently received redemption requests are honored, subject to the priority for redemption requests listed in (i) through (vi) above. Until such time as the company redeems the shares, a stockholder may withdraw its redemption request as to any remaining shares not redeemed. Redeemed shares are considered retired and will not be reissued.

Our Board of Directors, in its sole discretion, may amend or suspend the redemption plan at any time it determines that such amendment or suspension is in our best interest. If our Board of Directors amends or suspends the redemption plan, we will provide stockholders with at least 30 days advance notice prior to effecting such amendment or suspension: (i) in our annual or quarterly reports or (ii) by means of a separate mailing accompanied by disclosure in a current or periodic report under the Securities Exchange Act of 1934. The redemption plan will terminate, and we no longer shall accept shares for redemption, if and when Listing occurs.

The Company’s Redemption Plan is designed to provide eligible stockholders with limited, interim liquidity by enabling them to sell shares back to the Company prior to the listing of shares.

Issuer Purchases of Equity Securities

The following table presents details regarding our repurchase of securities between October 1, 2012 and December 31, 2012 (in thousands except per share data).

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publically Announced Plan		Maximum Number of Shares That May Yet be Purchased Under the Plan
October 1, 2012 through October 31, 2012		—		—		—		13,201,297
November 1, 2012 through November 30, 2012		—		—		—		13,201,297
December 1, 2012 through December 31, 2012		417,391	$	7.30		417,391		13,939,263	(1)
Total		417,391				417,391

FOOTNOTE:

(1) This number represents the maximum number of shares which can be redeemed under the redemption plan without exceeding the five percent limitation in a rolling 12-month period described above and does not take into account the amount the board has determined to redeem or whether there are sufficient proceeds under the redemption plan. Under the redemption plan, we can, at our discretion, use up to $100,000 per calendar quarter of the proceeds from any public offering of our common stock for redemptions. No such amounts are currently available.

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Item 6. SELECTED FINANCIAL DATA

The following selected financial data for CNL Lifestyle Properties, Inc. should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data” (in thousands except per share data):

	Year Ended December 31,
	2012			2011			2010			2009			2008
Operating Data:
Revenues	$	481,279		$	418,136		$	300,023		$	248,524		$	206,096
Operating income (loss) (1)		(12,795	)		5,286			(58,491	)		12,970			56,065
Income (loss) from continuing operations (1)		(74,673	)		(54,590	)		(79,498	)		(20,263	)		32,800
Discontinued operations (2)		(1,400	)		(15,020	)		(2,391	)		943			3,836
Net income (loss) (1)		(76,073	)		(69,610	)		(81,889	)		(19,320	)		36,636
Net income (loss) per share (basic and diluted):
From continuing operations		(0.24	)		(0.18	)		(0.30	)		(0.09	)		0.16
From discontinued operations		(0.00	)		(0.05	)		(0.01	)		0.00			0.02
Weighted average number of shares outstanding (basic and diluted)		312,309			302,250			263,516			235,873			210,192
Distributions declared (3) (4)		163,713			188,447			163,939			154,453			128,358
Distributions declared per share (4)		0.53			0.63			0.63			0.66			0.62
Cash provided by operating activities		76,726			83,064			79,776			62,400			118,782
Cash used in investing activities		(260,297	)		(373,008	)		(138,575	)		(141,884	)		(369,193	)
Cash provided by financing activities		93,955			252,498			75,603			53,459			424,641
	As of December 31,
	2012			2011			2010			2009			2008
Balance Sheet Data:
Real estate investment properties, net	$	2,176,357		$	2,059,288		$	2,025,522		$	2,021,188		$	1,862,502
Investments in unconsolidated entities		287,339			318,158			140,372			142,487			158,946
Mortgages and other notes receivable, net		124,730			124,352			116,427			145,640			182,073
Cash		73,224			162,839			200,517			183,575			209,501
Total assets		2,938,028			2,893,949			2,673,926			2,672,128			2,529,735
Mortgages and other notes payable		649,002			530,855			603,144			639,488			539,187
Senior notes, net of discount		394,100			393,782			—			—			—
Line of credit		95,000			—			58,000			99,483			100,000
Total liabilities		1,226,597			1,003,969			742,886			822,912			707,363
Stockholders’ equity		1,711,431			1,889,980			1,931,040			1,849,216			1,822,372
Other Data:
Funds from operations (1) (5)		97,738			89,556			82,096			119,726			148,845
FFO per share (basic and diluted)		0.31			0.30			0.31			0.51			0.71
Modified funds from operations (5)		114,327			96,593			98,603			95,625			129,767
MFFO per share (basic and diluted)		0.37			0.32			0.37			0.41			0.62
Properties owned directly at the end of the period		129			121			114			107			104
Properties owned through unconsolidated entities at the end of the period		50			50			8			8			10

FOOTNOTES:

(1) Certain of our tenants continued to experience operating challenge coming out of the recent recession and have defaulted on their leases. In connection with lease terminations and the anticipation to terminate leases, we recorded a loss on lease terminations of approximately $25.2 million, $7.2 million, $54.9 million, $4.2 million and $0, respectively, and recorded loan loss provision of approximately $1.7 million, $0, $4.1, $0 and $0 on mortgages and other notes receivable that were deemed uncollectible for the years ended December 31, 2012, 2011, 2010, 2009, and 2008, respectively. In addition, we evaluated the carrying value of our properties for impairment and determined that the carrying value on some of our properties may not be recoverable and recorded an impairment provision of approximately $3.2 million and $24.8 million for the years ended December 31, 2011 and 2010, respectively. We did not record any impairment provision for the years ended December 31, 2012, 2009 and 2008. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” — “Lease and Loan Amendments” for additional information.

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For the years ended December 31, 2012, 2011, 2010 and 2009, acquisition fees and costs were approximately $4.5 million, $11.2 million, $14.1 million and $14.6 million, respectively. These fees were historically capitalized but are currently expensed as a result of a new accounting standard effective January 1, 2009.

(2) Five golf properties and three attraction properties were approved to be sold. As of December 31, 2012, we had completed the sale of four golf properties with the remaining properties classified as assets held for sale. Included in discontinued operations for the year ended December 31, 2012 is an increase in the impairment provision recorded in 2011 of approximately $0.7 million relating to two golf facilities. Included in discontinued operations for the year ended December 31, 2011 is an impairment provision of approximately $13.7 million and a loss from the write-off of deferred rent of approximately $2.0 million relating to the five golf properties. Included in discontinued operations for the year ended December 31, 2010, is an impairment provision of approximately $2.0 million relating to a golf property and loss on lease terminations of approximately $0.6 million relating to three attractions properties. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

In accordance with GAAP, we have reclassified and included the results of operations from the properties stated in the foregoing as discontinued operations in the consolidated statements of operations for all periods presented.

(3) Cash distributions are declared by the Board of Directors and generally are based on various factors, including actual and future expected net cash from operations, FFO and MFFO, and our general financial condition, among others. Approximately 0.0%, 0.0%, 0.3%, 4.4% and 41.0% of the distributions received by stockholders were considered to be taxable income and approximately 100.0%, 100.0%, 99.7%, 95.6% and 59.0% were considered a return of capital for federal income tax purposes for the years ended December 31, 2012, 2011, 2010, 2009 and 2008, respectively. We have not treated such amounts as a return of capital for purposes of calculating the stockholders’ return on their invested capital, as described in our advisory agreement.

(4) In 2009, amount includes a special distribution in connection with the gain on sale of a property in late 2008.

(5) Due to certain unique operating characteristics of real estate companies, as discussed below, National Association Real Estate Investment Trust, (“NAREIT”), promulgated a measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards approved by the Board of Governors of NAREIT. NAREIT defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, asset impairment write-downs, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our FFO calculation complies with NAREIT’s policy described above.

We define MFFO, a non-GAAP measure, consistent with the Investment Program Association’s (“IPA”) Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: MFFO, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income or loss: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to remove the impact of GAAP straight-line adjustments from rental revenues); accretion of discounts and amortization of premiums on debt investments, mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income or loss from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, and unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While we are responsible for managing interest rate, hedge and foreign exchange risk, we do retain an outside consultant to review all of our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such non-recurring gains and losses in calculating MFFO, as such gains and losses are not reflective of on-going operations.

See “Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional disclosures relating to FFO and MFFO.

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The following table presents a reconciliation of net income (loss) to FFO and MFFO for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 (in thousands except per share data).

	Year Ended December 31,
	2012			2011			2010			2009			2008
Net income (loss)	$	(76,073	)	$	(69,610	)	$	(81,889	)	$	(19,320	)	$	36,636
Adjustments:
Depreciation and amortization (1)		135,557			123,084			126,223			124,040			98,901
Impairment of real estate assets (1) (2)		680			16,870			26,880			—			—
Loss (gain) on sale of real estate investment properties (1)		(288	)		(1,104	)		(337	)		(850	)		(4,478	)
Net effect of FFO adjustment from unconsolidated entities (3)		37,862			20,316			11,219			15,856			17,786
Total funds from operations		97,738			89,556			82,096			119,726			148,845
Acquisition fees and expenses (4)		4,450			11,168			14,149			14,616			0
Straight-line adjustments for leases and notes receivable (1) (5)		(14,736	)		(22,053	)		(26,403	)		(43,878	)		(19,927	)
Amortization of above/below market intangible assets and liabilities(1)		607			(8	)		558			91			(207	)
Loss (gain) from early extinguishment of debt (1)		4			2,057			(14,817	)		(75	)		—
Write-off of lease related costs (1) (6)		23,669			7,670			39,454			637			—
Loan loss provision		1,699			—			4,072			—			604
Contingent purchase consideration		—			(747	)		(1,500	)		3,472			—
Accretion of discounts/amortization of premiums		645			1,056			1,675			1,753			902
MFFO adjustments from unconsolidated entities (3)
Acquisition fees and expenses (4)		—			4,921			—			—			—
Straight-line adjustments for leases and notes receivable (5)		269			158			(607	)		(646	)		(321	)
Prepayment penalty fees		—			2,266			—			—			—
Interest expense on old loan		—			603			—			—			—
Amortization of above/below market intangible assets and liabilities		(18	)		(54	)		(74	)		(71	)		(129	)
Modified funds from operations	$	114,327		$	96,593		$	98,603		$	95,625		$	129,767
Weighted average number of shares of common stock outstanding (basic and diluted)		312,309			302,250			263,516			235,873			210,192
FFO per share (basic and diluted)	$	0.31		$	0.30		$	0.31		$	0.51		$	0.71
MFFO per share (basic and diluted)	$	0.37		$	0.32		$	0.37		$	0.41		$	0.62

FOOTNOTES:

(1) Includes amounts related to the properties that are classified as assets held for sale and for which the related results are classified as income (loss) from discontinued operations in the accompanying consolidated statements of operations.

(2) While impairment charges are excluded from the calculation of FFO, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges.

(3) This amount represents our share of the FFO or MFFO adjustments allowable under the NAREIT or IPA definitions, respectively, multiplied by the percentage of income or loss recognized under the HLBV method.

(4) In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. By adding back acquisition fees and expenses relating to business combinations, management believes MFFO provides useful supplemental information of its operating performance and will also allow comparability between different real estate entities regardless of their level of acquisition activities. Acquisition fees and expenses include payments to our advisor or third parties. Acquisition fees and expenses relating to business combinations under GAAP are considered operating expenses and as expenses included in the determination of net income (loss) and income (loss) from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property.

(5) Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual

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basis to a cash basis of disclosing the rent and lease payments), MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, providing insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management’s analysis of operating performance.

(6) Management believes that adjusting for write-offs of lease related assets is appropriate because they are non-recurring non-cash adjustments that may not be reflective of our ongoing operating performance.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

CNL Lifestyle Properties, Inc. is a Maryland corporation incorporated on August 11, 2003. We were formed primarily to acquire lifestyle properties in the United States that we generally lease on a long-term, triple-net basis (generally five to 20 years, plus multiple renewal options) to tenants or operators that we consider to be industry leading. We also engage third-party managers to operate certain properties on our behalf as permitted under applicable tax regulations. We define lifestyle properties as those properties that reflect or are impacted by the social, consumption and entertainment values and choices of our society. A large number of our properties are leased on a long-term, triple-net basis (generally five to 20 years, plus multiple renewal options) to tenants or operators that we consider to be industry leading. When beneficial to our investment structure and as a result of tenant defaults, we engage third-party manager to operate certain properties on our behalf as permitted under applicable tax regulations. We have also made loans (including mortgage, mezzanine and other loans) generally collateralized by interests in real estate. We have engaged CNL Lifestyle Advisor Corporation (“the Advisor”) as our Advisor to provide management, acquisition, disposition, advisory and administrative services.

Our principal business objectives include investing in and owning a diversified portfolio of real estate with a goal to preserve, protect and enhance the long-term value of those assets. We have built a portfolio of properties that we consider to be well-diversified by region, asset type and operator. As of March 15, 2013, we had built a portfolio of 179 lifestyle properties. When aggregated by initial purchase price, the portfolio is diversified as follows: approximately 19% in ski and mountain lifestyle, 15% in golf facilities, 33% in senior housing, 13% in attractions, 5% in marinas and 15% in additional lifestyle properties. As of March 15, 2013, these assets consist of 23 ski and mountain lifestyle properties, 49 golf facilities, 62 senior housing properties, 20 attractions, 17 marinas and eight additional lifestyle properties with the following investment structure:

Wholly-owned:
Leased properties (1)	73
Managed properties (2)	55
Held for development	1
Unconsolidated joint ventures: (3)
Leased properties	14
Managed properties	36
	179

FOOTNOTES:

(1) Leased to single tenant operators (fully occupied except for one multi-family residential property), with a weighted-average lease rate of 8.6% at March 15, 2013. These rates are based on weighted-average annualized straight-line rent due under our leases. Excluding our one multi-family property, these leases have an average lease expiration of 15 years and tenants have multiple renewal option beyond the initial term.

(2) As of March 15, 2013, wholly-owned managed properties include: 13 golf facilities, 15 attractions, 20 senior housing properties, two marinas and five additional lifestyle properties. Under certain applicable tax regulations, properties are permitted to be temporarily managed (up to three years) and certain properties are permitted to be indefinitely managed. As of March 15, 2013, 30 properties were temporarily managed and 25 properties were indefinitely managed under management agreements, respectively.

(3) As of March 15, 2013, 49 properties held through four unconsolidated joint ventures are expected to be sold in 2013. See “Distributions from Unconsolidated Entities” for additional information.

As a mature REIT, a significant focus is to actively manage our assets and reinvest in our existing properties in order to maximize growth in rental income and property operating income. We will seek to maximize the total value of our portfolio in connection with our evaluation of various strategic opportunities in preparation for a potential future listing or other liquidity event(s) by December 31, 2015. We are evaluating each of our properties on a rigorous and ongoing basis, and to

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the extent we consider selling certain assets that we believe are not central to our long-term strategy in an effort to optimize and enhance our portfolio, we will evaluate these assets for impairment in accordance with our accounting policy. We anticipate that proceeds from any future sales will be reinvested into new assets, enhancements to existing assets or to retire obligations. We will also continue to reposition certain assets by making strategic tenant or operator changes for properties that we believe will benefit from a new operator based on specific expertise or geographic concentrations that a particular operator possesses.

We currently operate and have elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. As a REIT, we generally will not be subject to federal income tax at the corporate level to the extent that we distribute at least 100% of our REIT taxable income and capital gains to our stockholders and meet other compliance requirements. We are subject to income taxes on taxable income from properties operated by third-party managers. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on all of our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is lost. Such an event could materially and adversely affect our operating results and cash flows. However, we believe that we are organized and have operated in a manner to qualify for treatment as a REIT beginning with the year ended December 31, 2004. In addition, we intend to continue to be organized and to operate so as to remain qualified as a REIT for federal income tax purposes.

Portfolio Trends

A large number of the properties in our real estate portfolio are operated by third-party tenant operators under long-term triple-net leases for which we report rental income and are not directly exposed to the variability of property-level operating revenues and expenses. We also engage third-party managers to operate certain properties on our behalf for which we record the property-level operating revenues and expenses and are directly exposed to the variability of the property’s operations which impacts our results of operations. We believe that the financial and operational performance of our tenants and managers, and the general conditions of the industries within which they operate, provide indicators about our tenants’ health and their ability to pay contractually obligated rent. For example, positive growth in visitation and per capita spending may result in our receipt of additional percentage rent and, conversely, declines may impact our tenants’ ability to pay rent to us.

The following table illustrates property level revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) reported to us by our tenants and managers for the asset types below and includes both our leased and managed properties. We have only included property-level operating performance for consolidated properties in the table below. Property-level operating performance from our unconsolidated properties has been excluded because we do not believe it is as relevant and meaningful particularly since we are entitled cash distribution preferences where we receive a stated return on our investment each year ahead of our partners. Our tenants and managers are contractually required to provide this information to us in accordance with their respective lease and management agreements. While this information has not been audited, it has been reviewed by management to determine whether the information is reasonable and accurate in all material respects. In connection with this review, management reviews monthly property level operating performance versus budgeted expectations, conducts periodic operational review calls with operators and conducts periodic property inspections. We have aggregated this performance data on a “same-store” basis only for comparable properties that we have owned during the entirety of all periods presented and have included information for both leased and managed properties. We have not included performance data on acquisitions during the current periods presented because we did not own those properties during the entirety of both periods. For these reasons, we consider the property level data to be performance information that gives us information on trends which does not directly represent our results of operations. We do not consider this information to be a non-GAAP measure which can be reconciled to our GAAP financial statements because it includes performance of properties leased to third-party tenants and excludes performance of any properties acquired during the current periods presented. However, we believe this information is useful to help readers of our financial statements understand and evaluate trends, events and uncertainties in our business as it relates to our prior periods and to broader industry performance (in thousands):

	Year Ended December 31,
	2012				2011				Increase/(Decrease)
	Revenue		EBITDA (1)		Revenue		EBITDA (1)		Revenue			EBITDA
Ski and mountain lifestyle	$	339,461	$	81,740	$	364,128	$	89,845		(6.8	)%		(9.0	)%
Golf		161,677		36,393		157,424		27,952		2.7	%		30.2	%
Attractions		180,262		40,291		167,995		34,578		7.3	%		16.5	%
Marinas		34,416		12,436		34,176		11,969		0.7	%		3.9	%
Additional lifestyle		126,458		18,511		115,912		15,792		9.1	%		17.2	%
Total	$	842,274	$	189,371	$	839,635	$	180,136		0.3	%		5.1	%

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	Year Ended December 31,
	2011				2010				Increase/(Decrease)
	Revenue		EBITDA (1)		Revenue		EBITDA (1)		Revenue			EBITDA
Ski and mountain lifestyle	$	364,347	$	90,150	$	362,462	$	95,438		0.5	%		(5.5	)%
Golf		162,606		28,813		160,609		30,140		1.2	%		(4.4	)%
Attractions		168,752		39,281		163,790		42,754		3.0	%		(8.1	)%
Marinas		33,609		12,266		33,840		13,893		(0.7	)%		(11.7	)%
Additional lifestyle		107,243		17,270		90,706		12,713		18.2	%		35.8	%
Total	$	836,557	$	187,780	$	811,407	$	194,938		3.1	%		(3.7	)%

FOOTNOTE:

(1) Property operating results for tenants under leased arrangements are not included in the company’s operating results. Property-level EBITDA above is disclosed before rent and capital reserve payments to us, as applicable.

Overall, for the year ended December 31, 2012, our tenants and managers reported to us an increase in revenue and property-level EBITDA of 0.3% and 5.1%, respectively, as compared to the same period in the prior year. Excluding our ski and mountain lifestyle properties, which were impacted by unusually low levels of snow in the first quarter of 2012, our comparable properties reported an increase in revenue and property-level EBITDA of 6.1% and 19.5%. The increase was primarily attributable to our golf properties where we have begun to see an increase in EBITDA as a result of the new operators we have put in place successfully implementing much more focused cost initiatives leading to improved operating margins. Additionally, in connection with a lease restructure with our largest golf tenant in April 2012, we have made significant capital improvements across certain properties with the overall goal of improving profitability by enhancing the customer experience and driving revenue in the form of more rounds of golf, more membership sales, and more social and catering events. Our additional lifestyle properties, which include three waterpark hotels, and our attractions properties, have experienced an increase in visitations. We believe that all of these trends are a result of favorable weather patterns and a general improvement in consumer confidence and spending. Through the date of this filing, our ski operators have been reporting significantly better revenues and property-level EBITDA during the 2012/2013 ski season resulting from a more normalized level of snow.

The overall decrease in tenant EBITDA for the year ended December 31, 2011 was primarily attributable to a weak fourth quarter ski season due to extremely low levels of snowfall as well as a decrease in our golf and marinas properties which continued to experience challenging operating environments. Although revenues increased at our attractions properties, income was down compared to 2010 as a result of transition costs incurred moving these properties to new operators and higher than normal maintenance costs in 2011 as a result of extreme cost cutting measures in 2010 by our prior tenants.

When evaluating our senior housing properties’ performance, management reviews operating statistics of the underlying properties, including revenue per occupied unit (“RevPOU”) and occupancy levels. RevPOU, which is defined as total revenue divided by number of occupied units, is a widely used performance metric within the healthcare sector. This metric assists us to determine the ability of our operators to achieve market rental rates and to obtain revenues from providing healthcare related services. As of December 31, 2012, the managers for our 42 comparable properties reported to us an increase in occupancy of 3.5% as compared to the same period in 2011 and an increase in RevPOU of 2.1% for the fourth quarter of 2012 as compared to the same period in 2011. The increase in occupancy and RevPOU were driven primarily due to strong demands and rate increases at the properties.

The following table presents same store unaudited property-level information of our senior housing properties as of December 31, 2012 and 2011 (in thousands):

	Number	Year Ended December 31,
	of	2012					2011					Increase/(Decrease)
	Properties	Occupancy			RevPOU		Occupancy			RevPOU		Occupancy			RevPOU
Senior housing	42		91.3	%	$	6,355		88.2	%	$	6,223		3.5	%		2.1	%

We continue to closely monitor the performance of all tenants, their financial strength and their ability to pay rent under the leases for our properties. Our asset managers review operating results and rent coverage compared to budget for each of our properties on a monthly basis, monitor the local and regional economy, competitor activity, and other environmental, regulatory or operating conditions for each property, make periodic site visits and engage in regular discussions with our tenants.

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Ski and Mountain Lifestyle. According to the National Ski Areas Association and the Kottke National End of Season Survey 2011/12, the U.S. ski industry recorded a total of 51 million visits, down 16% from a record 2010/11 season. Our ski resorts finished the season with skier visits totaling 5.5 million, down 14% over the record prior year. As had been widely reported, snowfall for the 2011/12 season was significantly below average and our ski tenants experienced declines in revenues and earnings from the previous season. In the 2012/13 season several of our ski resorts opened ahead of schedule in the fourth quarter of 2012 due to early natural snowfall and favorable snowmaking conditions; all but one resort had opened by November 30, 2012. During the late December 2012 holiday period, skier visits at our resorts exceed that of 2011/12 by 37%, and nearly reached the visit levels of the much stronger 2010/11 holiday period. Revenue per visit for this same period was flat compared to 2011/12, while outperforming 2010/11 by 7%. In addition revenue for the 2012/2013 season through February 28, 2013 was up 15.2% as compared to the same period to the 2011/12 season. We believe that our ongoing commitment to investment in snowmaking infrastructure at our resorts continues to prove a key hedge against low snowfall, allowing our resorts to open and maintain quality ski terrain throughout any weather-challenged seasons.

Golf. Golf Datatech, one of the golf industry’s leading providers of information, reported total rounds played in the U.S. for the year ended December 31, 2012 increased 5.7% from the same period in 2011. We attribute the increase in rounds played to favorable weather patterns and a perceived general improvement in consumer confidence. For the near term, the National Golf Foundation continues to project that the net supply of golf facilities (openings less closures) annually will continue to decline until the supply and demand approaches equilibrium.

Senior Housing. Americans 65 years and older are expected to live longer than the elderly did in the past and will need additional housing options to accommodate their special needs. Demand for senior housing options is currently outpacing the existing supply of senior housing units. The supply growth of certain senior housing asset classes over the last decade has declined dramatically following a boom in senior housing development in the 1990’s. According to data from the National Investment Center for the Senior Housing and Care Industry Map Monitor for the fourth quarter of 2012 (the “Q4 2012 NIC Map Monitor”), overall senior housing occupancy has increased in each of the last eight quarters to 89.1% in the fourth quarter of 2012.

According to the Q4 2012 NIC Map Monitor covering the top 31 metro markets in the US, absorption of existing senior housing units, which represents the number of net units occupied, outpaced the inventory growth in each quarter since the first quarter of 2011. According to the same source, new inventory of senior housing units increased by only 1.2% rolling four quarters as of end of fourth quarter 2012, and the pace of absorption of existing inventory is expected to continue to outpace inventory growth during the next four quarters. We entered the senior housing sector in 2011 and believe this sector will continue to experience revenue growth in the future.

Attractions. Our properties include regional gated amusement parks and water parks that generally draw most of their visitation from local markets. Regional and local attractions have historically been resistant to recession, with inclement weather being a more significant factor impacting attendance. For the year ended December 31, 2012, our attractions portfolio exhibited property-level revenue increases of approximately 7.3% as compared to the same periods in 2011. According to the January 2013 IBIS World Industry Report on “Amusement Parks in the US”, the industry has begun its post recession recovery. Through 2017, IBIS World forecast revenue to increase at an annualized rate of 2.4% to total $14.6 billion, with revenue forecast to grow 2.8% to $13.4 billion in 2013. This growth will be largely due to higher travel rates and rising consumer spending.

Marinas. According to the August 2012 IBIS World Industry Report on “Marinas in the US”, the industry remains highly fragmented, with 91.6% of companies employing fewer than 20 people. Therefore, the industry has a large number of small, locally operated and owned enterprises. High barriers to entry limit the supply of competing properties and demand is projected to rise as the number of boat sales increase. Common industry drivers are boat ownership and occupancy. Marina operators are affected by government regulations, rising fuel prices, and general economic conditions. According to IBIS World, marinas in the United States are expected to experience slightly better prospects over the next five years with forecasted revenue to grow at an average annual rate of 1.3% as compared to a decline in revenues in the previous years. In addition, according to the December 2012 Marina Dock Age Industry Survey, 53% of respondents reported higher occupancies and 63% reported no rate change rates in 2012. Thus far, the recovery is modest. However, operators believe the recovery will strengthen in 2013.

Seasonality

Many of the asset classes in which we invest experience seasonal fluctuations due to the nature of their business, geographic location, climate and weather patterns. As a result, these businesses experience seasonal variations in revenues that may require our operators to supplement operating cash from their properties in order to be able to make scheduled rent payments to us. We have structured the leases for certain tenants such that rents are paid on a seasonal schedule with most, if not all, of the rent being paid during the tenant’s seasonally busy operating period.

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As part of our diversification strategy, we have considered the varying and complementary seasonality of our asset classes and portfolio mix. For example, the peak operating season of our ski and mountain lifestyle assets is complimentary to the peak seasons in our attractions and golf portfolios to balance and mitigate the risks associated with seasonality. Generally, seasonality does not significantly affect our recognition of rental income from operating leases due to straight-line revenue recognition in accordance with GAAP. However, seasonality may impact the timing of when base rent payments are made by our tenants, which impacts our operating cash flows. Seasonality also impacts the amount of rental revenue we recognize in connection with capital improvement reserve revenue and percentage rents paid by our tenants, which is recognized in the period in which it is earned and is generally based on a percentage of tenant gross revenues.

In addition, seasonality directly impacts certain of our properties where we engage independent third-party managers to operate properties on our behalf and where we record property operating revenues and expenses rather than straight-line rents from operating leases. Certain of these properties will likely generate net operating losses during their non-peak months while generating most, if not all, of their operating income during their peak operating months. As of March 15, 2013, we had a total of 55 wholly-owned managed properties consisting of 13 golf facilities, 15 attractions properties, 20 senior housing properties, two marinas, and five additional lifestyle properties, which includes three waterpark hotels, one hotel and ski resort, and one multi-family residential property. Our consolidated operating results and cash flows during the first, second and fourth quarters will generally be lower than the third quarter primarily due to the non-peak operating months of our larger attractions properties. Conversely, during the third quarter our consolidated operating results and cash flows generally improve during the peak operating months of our large attraction properties.

Hurricane Impact

In October 2012, Hurricane Sandy caused some damage at two of our marina properties located in Point Pleasant and Brick Township, New Jersey, both of which are leased to a third-party tenant. Our tenant maintains insurance coverage on these properties and has filed an insurance claim that is expected to cover the majority of the required repairs except for approximately $0.5 million in damages related to the docks. We recorded the $0.5 million in damages that will not be covered by insurance during the year ended December 31, 2012. We anticipate that the damage will be mostly repaired prior to the 2013 boating season. All of our other properties reported limited or no impact from Hurricane Sandy.

Lease and Loan Amendments

As previously disclosed, we have actively monitored the performance of our golf properties operated by one tenant which had experienced ongoing challenges in the golf sector due to the general economic environment. In late 2011, in an effort to provide relief to our tenant and diversify our tenant concentration, we agreed to sell five of the most challenged properties and allow the tenant to terminate the leases upon the sale of the properties. In addition, we began the transition of seven other underperforming properties to new third-party managers to be operated for a period of time and terminated the leases at the time of each transition. As of December 31, 2012, we successfully completed the transition of the seven properties to third-party managers, and have successfully completed the sale of four of the five properties identified for sale. During 2012, based on ongoing sales negotiations, we re-evaluated the carrying value of the fifth property to be sold and determined further unrecoverable decline in the carrying value of the property. As such, we recorded an additional impairment provision of approximately $0.7 million for the year ended December 31, 2012. We anticipate completing the sale of the fifth golf property in 2013.

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In April 2012, we entered into an agreement to restructure the leases relating to the large golf tenant’s remaining 32 golf facilities (including the remaining property classified as held for sale) effective January 1, 2012. As part of the amendment, we adjusted the base lease rates charged to our tenant from 4.75% to 4.27% for 2012, from 5.25% to 5.70% for 2013 and from 5.75% to 5.70% for 2014. From a cash flow perspective, the amendment as compared to the prior leases, will reduce the 2012 rental cash flows by approximately $1.7 million (from $16.9 million to $15.2 million), will increase the 2013 rental cash flows by $1.6 million (from $18.7 million to $20.3 million), and will not cause a significant change to the 2014 rental cash flows (will remain at approximately $20.3 million). In addition, starting in 2015, the rent acceleration calculation changed from a stated 20 basis point increase to the annual lease rate, to an increase in rent equal to the greater of (i) the product of the prior year rent times two percent or (ii) the prior year rent times the change in the consumer price index per year. Due to the accounting requirement to straight line scheduled rent increases, the change in the rent acceleration (using a floor of a two percent increase per year) will result in a reduction of average rental income per year of approximately $3.4 million (a decrease in average rental income from $24.4 million to $21.0 million starting in 2012). However, the amended lease increased the percentage rent provision from 8.25% to 10% of revenues in excess of a certain threshold for the 22 properties for which the tenant engaged a third-party operator, as described below. As for the remaining ten properties, the percentage rent provision increased from 8.25% to 30% of revenues in excess of a certain threshold. Until such time as the $6 million term loan, described below, is paid in full, percentage rent will not be recognized as income on these ten properties. Instead, the percentage rents calculated under the terms of the lease will be treated as a collection of principal relating to the $6 million loan described below. Percentage rent relating to these ten properties will be recorded as income once the $6 million principal balance has been collected in full. As of December 31, 2012, percentage rent of approximately $0.1 million was recorded as a reduction to the $6 million outstanding loan balance. In addition, the amended lease increased the capital expenditure reserve funding requirements to 3% of revenues starting in 2013, as compared to 2% under the old lease. Even though the amendment reduced the base rent and rent escalators, we anticipate recording higher percentage rent and cap ex reserve rent as the tenant begins to improve the revenues and the operations of the 32 golf properties.

As part of amending the lease as described above, we recorded bad debt expense of $2.1 million related to past due rental and interest amounts due to ceasing collection efforts on these balances. In addition, we allowed the tenant to engage a third-party operator to manage 22 of the 32 golf properties on its behalf to allow the tenant to narrow its operating focus on the remaining ten geographically concentrated golf properties. We also committed to provide $9.5 million in capital improvements to make targeted enhancements to various courses and clubhouses and agreed to provide lease incentives totaling up to $23 million for working capital, inventory, property tax obligations and other purposes. In addition, we refinanced a $6 million outstanding working capital line of credit facility previously provided to the tenant, into a $6 million term loan with interest at LIBOR plus 4%, with no payments of principal or interest required until January 2014, at which point all accrued interest will be added to the principal of the loan, monthly interest payments will commence and annual principal payments will be due through the maturity date of December 31, 2016. However, as described under the terms of the amended leases, any percentage rental amounts calculated in accordance with the terms of the leases for ten of the properties will be applied first against the loan for ten of the properties only so long as there is remaining principal balance due. The tenant will have the ability to extend the maturity date to December 31, 2021, subject to certain terms and conditions. Additionally, as a result of refinancing the working capital line of credit facility to a term loan, we recorded a loan loss provision under this troubled debt restructure of approximately $1.7 million representing the difference between the expected future cash flows discounted at the original loan’s effective interest rate and the net carrying value of the loan.

As a result of the lease amendment described above during the year ended December 31, 2012, we evaluated and determined that the properties were not deemed impaired based on the fact that the undiscounted cash flows of the amended lease terms exceeded the net carrying value of the properties. We believe the rent and other relief provided by the agreement described above, coupled with improvements in the golf sector revenues and earnings before interest, taxes, depreciation, amortization and will enable our tenant to work through its financial difficulties and begin operating profitably.

Additionally, during the year ended December 31, 2012, three additional tenants which operated five of our other golf properties and 15 marinas properties, experienced ongoing challenges due to the general economic environment and defaulted on their lease payments to us. In August 2012, we terminated the leases on the five underperforming golf properties and transitioned them to one of our existing third-party managers to operate the properties for a period of time. In connection with the termination, we recorded a loss on lease termination of approximately $2.7 million relating to the write-off of deferred rent and lease related intangible assets and also wrote off approximately $1.0 million in bad debt expense relating to past due rents that were deemed uncollectible for the year ended December 31, 2012. We are currently evaluating the best course of action for the 15 marinas properties which may include a potential tenant change or termination of the leases and transition to new third-party managers. In anticipation of the anticipated transition to new tenants or managers, we recorded a loss on lease termination of approximately $20.2 million to write off deferred rent and lease intangible assets relating to the 15 marina leases. We also recorded approximately $2.0 million in bad debt expense relating to past due rents that we believe are uncollectible for one marina tenant that leases four properties. We drew on the letter of credit posted by

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our other marina tenant to cover $2.1 million in past due rent owned under their leases with us. As a result of financial difficulties of the tenants that operated the five golf properties and the 15 marinas properties, we performed an impairment analysis and determined that the estimated future undiscounted operating cash flows exceeds the carrying value of the properties. As such no impairment provision was recorded.

Litigation

A purported class action lawsuit on behalf of shareholders who purchased shares under our DRP on or after April 1, 2010, Allyn v. CNL Lifestyle Properties, Inc. et al., was filed on January 18, 2013 in the United States District Court for the Middle District of Florida against the Company and certain of our current and former directors. The lawsuit alleges claims for breach of fiduciary duty against the directors and constructive trust and unjust enrichment against the Company. The factual assertions in the complaint consist primarily of the allegation that the price for shares purchased under the DRP was inflated. The complaint seeks an unspecified amount of damages and other relief relating to the purported inflation. The Company intends to defend vigorously against such claims and is not able to determine the ultimate outcome at this time.

LIQUIDITY AND CAPITAL RESOURCES

General

Our principal demand for funds during the short and long-term will be for operating expenses, debt service and cash distributions to stockholders. Generally, our cash needs will be generated from our investments including rental income, property operating income from managed properties, interest payments on the loans we make and distributions from our unconsolidated entities. To the extent we have dispositions, we expect the net sale proceeds will be used to make additional acquisitions, enhancement to our existing portfolio or to retire obligations. To the extent we have acquisitions, our primary source of funds will be from property dispositions, borrowings and proceeds from our DRP.

We believe that our current liquidity needs for operating expenses, debt service and cash distributions to stockholders will be adequately covered by cash generated from our investments and other sources of available cash. Additionally, many of our asset classes experience seasonal fluctuations where they make rental payments to us during their peak operating months. As a result, our operating cash flows will fluctuate due to the seasonality of those properties. We believe that we will be able to refinance our debt as it comes due in the ordinary course of business and will be exploring additional borrowing opportunities. From time to time, we will consider open market purchases of our senior notes or other indebtedness when considered advantageous.

During the year ended December 31, 2012, we acquired ten senior housing properties for a combined purchase price of approximately $138.3 million and one attractions property for a purchase price of approximately $51.9 million, excluding transaction costs. For the first time since the inception of our company, we are fully invested but will continue to monitor other income producing investment opportunities that are within the parameters of our conservative investment policies with cash on hand, proceeds from dispositions, proceeds from our reinvestment plan, our revolving line of credit and other long-term debt financing. See “Indebtedness” below for additional information.

Sources and Uses of Liquidity and Capital Resources

Operating Cash Flows. Our net cash flows provided by operating activities was approximately $76.7 million for the year ended December 31, 2012 which consisted primarily of rental income from operating leases, property operating revenues, interest income on mortgages and other notes receivable, distributions from our unconsolidated entities and interest earned on cash balances offset by payments made for operating expenses including property operating expenses and asset management fees to our Advisor. Net cash flows provided by operating activities was approximately $83.1 million for the year ended December 31, 2011. The decrease in operating cash flows of approximately $6.3 million or 7.6% as compared to the prior year is principally attributable to:

• A reduction in net operating income from properties that were converted from managed to leased structure and a reduction in rental income as a result of lease modifications of approximately $2.9 million;

• Lease incentive payments of approximately $12.4 million provided to our largest golf tenant in connection with the restructure discussed above;

• An increase in asset management fees, general and administrative expenses and interest expense paid of approximately $18.4 million; offset, in part, by;

• An increase in rental income and net operating income from new properties acquired during second half of 2011 through end of 2012 of approximately $19.4 million; and

• An increase in net operating income from “same-store” managed properties of approximately $9.7 million.

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Operating Leases. As of December 31, 2012, we leased 73 properties under long-term, triple-net leases to third-parties. The following is a schedule of future minimum lease payments to be received under the non-cancelable operating leases with third-parties at December 31, 2012 excluding properties that we classified as assets held for sale (in thousands):

2013	$	121,196
2014		123,965
2015		126,810
2016		128,892
2017		130,010
Thereafter		1,359,716
Total	$	1,990,589

Mortgages and Other Notes Receivable. As of December 31, 2012 and 2011, mortgages and other notes receivable consisted of the following (in thousands):

	December 31,
	2012			2011
Principal	$	121,019		$	120,275
Accrued interest		5,301			3,364
Acquisition fees, net		109			753
Loan origination fees, net		—			(40	)
Loan loss provision		(1,699	)		—
Total carrying amount	$	124,730		$	124,352

In April 2012, we restructured a $6 million outstanding working capital line of credit receivable with a borrower that was having financial difficulties into a $6 million term loan. As part of the restructure, we reduced the interest rate from a fixed rate of 11% per annum to a rate of LIBOR plus 4% per annum and extended the maturity date from November 2013 to December 2016, with no payments of principal or interest required until January 2014. The borrower has an option to extend the maturity date to December 2021, subject to certain terms and conditions. We recorded a loan loss provision under this troubled debt restructure of approximately $1.7 million representing the difference between the expected future cash flows discounted at the original loan’s effective interest rate and the net carrying value of the loan. Additionally, as part of the restructure, any percentage rent received for certain of the golf facilities will be used to reduce the term loan until it is paid in full. As of December 31, 2012, percentage rent of approximately $0.1 million was recorded as a reduction to the term loan.

In July 2012, we committed to advance an additional $0.8 million to one of our existing borrowers for property-related improvements. The $0.8 million loan has a fixed annual interest rate of 10.0% with monthly payments of interest only and matures on September 30, 2022. In addition, two existing loans from this borrower matured during the year ended December 31, 2012 and we extended the maturity to September 30, 2022. As of December 31, 2012, we have funded approximately $0.7 million.

In September 2012, we granted a two-year extension on two of our existing loans that matured in September 2012 with a new maturity date of September 1, 2014. All other terms of the loan remained substantially the same with the exception of no prepayment fees with 90 days notice.

See Item 8. “Financial Statements and Supplementary Data” — Note 9, “Mortgages and Other Notes Receivable, net” for additional information. The following is a schedule of future principal maturities for all mortgages and other notes receivable (in thousands):

2012	$	52
2013		86,133
2014		57
2015		11,133
2016		110
Thereafter		23,534
Total	$	121,019

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Real Estate Sales. During the year ended December 31, 2012, we completed the sale of three golf facilities for $1.5 million. In connection with the sale, we recorded a gain of approximately $0.4 million.

Distributions from Unconsolidated Entities. As of December 31, 2012, we had investments in 50 properties through unconsolidated entities. We are entitled to receive quarterly cash distributions from our unconsolidated entities to the extent there is cash available to distribute. For the years ended December 31, 2012, 2011, and 2010, we received distributions of approximately $40.2 million, $25.9 million and $12.7 million, respectively. The change in distributions received was primarily due to an increase in the number of ventures in which we had interests. During the year ended December 31, 2012, we had interests in five unconsolidated entities for the entire year as compared to partial year in 2011. During the year ended December 31, 2010, we had interests in two unconsolidated entities.

In December 2012, in connection with an existing purchase option held by Sunrise Living Investments, Inc. (“Sunrise”) our venture partner on our three senior housing ventures, we entered into an agreement with Health Care REIT, Inc. (“HCN”), as result of a potential merger by HCN with Sunrise. Under the agreement, HCN and Sunrise will purchase our our interests in the CNLSun I, CNLSun II and CNLSun III Ventures for an aggregate purchase price of approximately $198.5 million subject to adjustment based on the closing date and actual cash flow distribution (the “Joint Venture Dispositions”). The Joint Venture Dispositions was conditioned upon the merger of HCN with Sunrise, which was completed in January 2013. We plan to deploy the sale proceeds in additional permitted investments and pay down the principal balance of our revolving line of credit. For the years ended December 31, 2012 and 2011, we recorded aggregate equity in earnings (loss) of approximately $0.8 million and $(10.6) million, respectively, and received aggregate cash distributions of $26.1 million and $11.6 million, respectively, from CNLSun I, CNLSun II and CNLSun III Ventures. We did not own these three joint ventures during 2010.

In December 2012, the venture decided to sell seven destination retail properties held through the Intrawest Venture to third–party buyers. The properties are expected to be sold in 2013. For the years ended December 31, 2012, 2011 and 2010, we recorded equity in earnings (loss) of approximately $(4.2) million, $0.8 million and $0.2 million, respectively, and received cash distributions of $2.7 million, $2.8 million and 1.6 million, respectively, from the Intrawest Venture. The equity in loss during the year ended December 31, 2012 was an impairment provision of approximately $4.5 million due to the fact that the carrying value of one of the Intrawest Venture properties was higher than the expected net sales proceeds.

We expect the distributions from unconsolidated joint ventures will decrease during 2013 due to the sale of these properties held in these four ventures.

Distribution Reinvestment Plan. In 2011 we completed our final offering and filed a registration statement on Form S-3 under the Securities Act of 1933, as amended, to register the sale of up to an additional $250 million (26.3 million shares of common stock at $9.50 per share) under our DRP. In accordance with our DRP, in the event that our Board determines a new estimated fair value of our common stock, shares of our common stock would thereafter be sold pursuant to the DRP at a price determined by our Board of Directors, which price shall not be less than 95% of the estimated fair value of a share of our common stock. On August 1, 2012, in order to comply with requirements that became applicable once we completed our offerings, our Board of Directors determined that our estimated NAV per share was $7.31. Accordingly, effective August 9, 2012, under the DRP, beginning with reinvestments made after August 9, 2012, and until we announce a new price, the DRP shares will be offered at $6.95, which represents a 5% discount to the new estimated fair value of $7.31 per share. We anticipate we will continue to raise capital through our DRP and will use such proceeds for acquisitions and enhancements, distributions shortfalls and other corporate purposes. During the years ended December 31, 2012, 2011 and 2010, we raised approximately $69.0 million, $83.5 million and $73.1 million, respectively under the DRP.

Indebtedness. We have borrowed and intend to continue to borrow money to acquire properties, fund ongoing enhancements to our portfolio and to pay certain related fees and to cover periodic shortfalls between distributions paid and cash flows from operating activities. See “Distributions” below for additional information. In many cases, we have pledged our assets in connection with such borrowings. We have also borrowed, and may continue to borrow money to pay distributions to stockholders in order to avoid distribution volatility. The aggregate amount of long-term financing is not expected to exceed 50% of our total assets. As of December 31, 2012, our leverage ratio, calculated as total indebtedness over total assets, was 38.7% (45.3% including our share of unconsolidated assets and debts).

We repaid $14.4 million of seller financing when it matured in March 2012. Additional seller financing of $37.6 million was extended with a new maturity date of December 31, 2014. This loan has an annual fixed interest rate of 8.0% that increases to 9.5% and requires monthly payments of interest only. In May 2012, we prepaid $3.0 million of the remaining $37.6 million seller financing.

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In August 2012, we refinanced our revolving line of credit with a new revolving credit facility of $125.0 million and repaid our old revolving line of credit in full. The new revolving credit facility bears interest (a) between LIBOR plus 3.0% and LIBOR plus 3.75% or (b) between a base rate (the greater of the prime rate and the federal funds rate) plus 2.0% and a base rate plus 2.75%; both LIBOR and base rate pricing are contingent upon certain leverage ratios. The new revolving credit facility matures in August 2015 and is collateralized by certain of our lifestyle properties. The facility contains customary affirmative financial covenants and ratios including fixed charge coverage ratio, leverage ratio, interest coverage ratio and debt to total asset ratio. During the year ended December 31, 2012, we borrowed $170.0 million to fund the acquisition of nine properties and repaid $75.0 million under our revolving line of credit. As of December 31, 2012, the new revolving credit facility has an outstanding balance of approximately $95.0 million.

As of December 31, 2012 and 2011, our indebtedness consisted of the following (in thousands):

	December 31,
	2012			2011
Mortgages payable
Fixed rate debt	$	461,926		$	344,273
Variable rate debt (1)		152,710			134,875
Discount		(234	)		(293	)
Sellers financing
Fixed rate debt		34,600			52,000
Total mortgages and other notes payable		649,002			530,855
Line of credit		95,000			0
Senior notes		396,550			396,550
Discount		(2,450	)		(2,768	)
Total notes		394,100			393,782
Total indebtedness	$	1,138,102		$	924,637

FOOTNOTE:

(1) Amount includes variable rate debt of approximately $131.7 million and $134.9 million as of December 31, 2012 and 2011, respectively that has been swapped to fixed rates.

As of December 31, 2012, four of our loans require us to meet certain customary financial covenants and ratios including fixed charge coverage ratio, leverage ratio, interest coverage ratio and debt to total assets ratio. We were in compliance with all applicable provisions as of December 31, 2012. Our other long-term borrowings are not subject to any significant financial covenants.

See Item 8. “Financial Statements and Supplementary Data” — Note 11. “Indebtedness” for additional information on mortgages and other notes payable.

See also “Off Balance Sheet and Other Arrangements—Borrowings of Our Unconsolidated Entities” for a description of the borrowings of our unconsolidated entities.

The following is a schedule of future principal payments and maturities for all indebtedness (in thousands):

2013	$	19,621
2014		72,816
2015		150,944
2016		170,018
2017		165,189
Thereafter		562,198
Total	$	1,140,786

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Distributions. Effective April 1, 2012, our Board of Directors began declaring distributions on a quarterly basis as opposed to on a monthly basis. Payment of distributions has been and will continue to be paid quarterly. The distributions for the fourth quarter of 2012 were declared to stockholders of record at the close of business on December 1, 2012 and were paid by December 31, 2012. The amount of distributions declared to our stockholders is determined by our Board of Directors and is dependent upon a number of factors, including:

• Sources of cash available for distribution such as current year and inception to date cumulative cash flows from operating activities, FFO, MFFO and Adjusted EBITDA, as well as, expected future long-term stabilized cash flows, FFO and MFFO and Adjusted EBITDA;

• The proportion of distributions paid in cash compared to the amount being reinvested through our DRP;

• Limitations and restrictions contained in the terms of our current and future indebtedness concerning the payment of distributions; and

• Other factors such as the avoidance of distribution volatility, our objective of continuing to qualify as a REIT, capital requirements, the general economic environment and other factors.

In 2011, we completed our final offering of shares of common stock. During the year ended December 31, 2012, we fully invested the proceeds of our common stock offering and our senior unsecured note offering. As communicated previously, upon reaching that goal, our Board evaluated the expected future cash flows, FFO, MFFO and Adjusted EBITDA expected to be generated by our portfolio, in keeping with our intention of paying a sustainable level of dividends going forward. On August 9, 2012, based on our assessment of forward-looking expected performance, the impact of the expected continued slow growth of the broader domestic economy and to ensure we retain sufficient capital to continually reinvest in and improve our assets, our Board approved a reduction in quarterly distributions to $0.10625 per share, effective during the third quarter of 2012. Our Board will continue to actively evaluate our distribution rate going forward and will make adjustments as it believes is appropriate based on changes in our expected cash flows, FFO, MFFO and Adjusted EBITDA.

The following table presents total distributions declared including cash distributions, distributions reinvested and distributions per share for the years ended December 31, 2012 and 2011 (in thousands except per share data):

									Sources of Distributions Paid in Cash
	Distributions Per Share		Total Distributions Declared		Distributions Reinvested  (1)		Net Cash Distributions		Cash Flows From (Used In) Operating Activities (2)
2012 Quarter
First	$	0.1563	$	48,353	$	20,876	$	27,477	$	22,157
Second		0.1563		48,631		20,579		28,052		14,025
Third		0.1063		33,280		13,820		19,460		46,617
Fourth		0.1063		33,449		13,761		19,688		(6,073	)(3)
Year	$	0.5252	$	163,713	$	69,036	$	94,677	$	76,726	(3)
2011 Quarter
First	$	0.1563	$	45,040	$	20,072	$	24,968	$	24,317
Second		0.1563		47,430		21,135		26,295		27,257
Third		0.1563		47,874		21,210		26,664		41,299
Fourth		0.1563		48,103		21,079		27,024		(9,809	)(3)
Year	$	0.6252	$	188,447	$	83,496	$	104,951	$	83,064	(3)

FOOTNOTES:

(1) Distributions reinvested may be dilutive to stockholders to the extent that they are not covered by cash flows from operations, FFO and MFFO and such shortfalls are instead covered by borrowings.

(2) Cash flows from operating activities calculated in accordance with GAAP are not necessarily indicative of the amount of cash available to pay distributions. For example, GAAP requires that the payment of acquisition fees and costs be classified as a use of cash in operating activities in the statement of cash flows, which directly reduces the measure of cash flows from operations. However, acquisition fees and costs are paid for with debt financings as opposed to operating cash flows. The Board of Directors also uses other measures such as FFO and MFFO in order to evaluate the level of distributions.

(3) The shortfall in cash flows from operating activities versus cash distributions paid was funded with borrowings.

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For the years ended December 31, 2012, 2011 and 2010, approximately 0.0%, 0.0% and 0.3%, respectively, of the distributions paid to stockholders were considered taxable income and approximately 100.0%, 100.0% and 99.7%, respectively, were considered a return of capital to stockholders for federal income tax purposes. Due to a variety of factors, the characterization of distributions declared for the year ended December 31, 2012 may not be indicative of the characterization of distributions that may be expected for the year ending December 31, 2013. No amounts distributed to stockholders for the years ended December 31, 2012, 2011 and 2010 were required to be or have been treated as a return of capital for purposes of calculating the stockholders’ return on their invested capital as described in our advisory agreement.

Common Stock Redemptions. We redeem shares pursuant to our redemption plan, which is designed to provide eligible stockholders with limited interim liquidity by enabling them to sell shares back to us prior to any listing of our shares. There is currently a sizable backlog and a waiting list for redemption requests and stockholders will likely wait a long period of time to have their shares redeemed, if ever.

The following details our redemptions for the years ended December 31, 2012 and 2011, respectively (in thousands except per share data):

	First			Second			Third			Fourth			Full Year
2012 Quarters
Requests in queue		6,419			7,763			8,512			8,856			6,419
Redemptions requested		1,574			1,010			1,064			1,535			5,183
Shares redeemed:
Prior period requests		(4	)		(177	)		(245	)		(98	)		(524	)
Current period request		(172	)		—			(158	)		(319	)		(649	)
Adjustments (1)		(54	)		(84	)		(317	)		(248	)		(703	)
Pending redemption requests (2)		7,763			8,512			8,856			9,726			9,726
Average price paid per share	$	9.92		$	9.92		$	7.31		$	7.30		$	8.06
	First			Second			Third			Fourth			Full Year
2011 Quarters
Requests in queue		3,595			4,036			5,328			6,016			3,595
Redemptions requested		1,227			2,133			1,475			1,170			6,005
Shares redeemed:
Prior period requests		(631	)		(500	)		(503	)		(609	)		(2,243	)
Current period request		(135	)		(256	)		(265	)		(158	)		(814	)
Adjustments (1)		(20	)		(85	)		(19	)		—			(124	)
Pending redemption requests (2)		4,036			5,328			6,016			6,419			6,419
Average price paid per share	$	9.79		$	9.83		$	9.83		$	9.80		$	9.81

FOOTNOTES:

(1) This amount represents redemption request cancellations and other adjustments.

(2) Requests that are not fulfilled in whole during a particular quarter will be redeemed on a pro rata basis to the extent funds are made available pursuant to the redemption plan.

For the year ended December 31, 2011, our Board of Directors determined that redemptions under our redemption plan would be limited to $7.5 million per calendar quarter. Effective for the first quarter of 2012, our Board of Directors approved redemptions of up to $1.75 million per calendar quarter.

As described above under “Estimated Fair Value per Share”, on August 9, 2012, our Board determined that the estimated NAV per share was $7.31. We executed the Third Amended and Restated Redemption Plan (the “Redemption Plan”) to revise the redemption price so that for those shares redeemed after August 1, 2012, the redemption price per share would be based on the applicable Redemption Percentage of our estimated value per share on the date the redemption was effected. Pursuant to the DRP, shareholders may not request redemption of less than 25% of their shares.

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On August 9, 2012, our Board of Directors approved an increase of the redemption amount to the lesser of (i) $3.0 million per calendar quarter or (ii) the amount of aggregate proceeds available under our DRP, effective as of the third quarter of 2012. Our Board of Directors will continue to evaluate and determine the amount of shares to be redeemed based on what it believes to be in the best interests of the company and our stockholders, as the redemption of shares dilutes the amount of cash available to make acquisitions and for other corporate purposes.

In the event there are insufficient funds to redeem all of the shares for which redemption requests have been submitted, redemptions will occur on a pro rata basis at the end of each quarter, with the actual redemption occurring at the beginning of the next quarter. Stockholders whose shares are not redeemed due to insufficient funds in that quarter will have their requests carried forward and be honored at such time as sufficient funds exist. In such case, the redemption request will be retained and such shares will be redeemed before any subsequently received redemption requests are honored, subject to certain priority groups for hardship cases. Redeemed shares are considered retired and will not be reissued. See Item 5. “Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities” — “Redemption of Shares” for additional information.

Stock Issuance Costs and Other Related Party Arrangements. Our chairman of the board indirectly owns a controlling interest in CNL Financial Group Inc., our sponsor and an affiliate of CNL Securities Corp., the managing dealer of our common stock offerings (the “Managing Dealer”). The Managing Dealer received fees and compensation in connection with our common stock offerings, which were completed on April 9, 2011 and from our DRP. In addition, our Advisor receives fees and compensation in connection with the acquisition, management and sale of our assets. Amounts incurred relating to these transactions were approximately $42.7 million, $79.4 million and $72.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. Of these amounts, approximately $1.0 million and $1.1 million are included in due to affiliates in the accompanying consolidated balance sheets as of December 31, 2012 and 2011, respectively. Our Advisor and its affiliates are entitled to reimbursement of certain expenses and amounts incurred on our behalf in connection with our offering, acquisitions and operating activities. Reimbursable expenses for the years ended December 31, 2012, 2011 and 2010 were approximately $8.4 million, $13.0 million and $13.2 million, respectively.

Pursuant to the advisory agreement, we will not reimburse our Advisor for any amount by which total operating expenses paid or incurred by us exceed the greater of 2% of average invested assets or 25% of net income (the “Expense Cap”) in any expense year. For the expense years ended December 31, 2012, 2011 and 2010, operating expenses did not exceed the Expense Cap.

We also maintain accounts at a bank in which our chairman and vice-chairman serve as directors. We had deposits at that bank of approximately $5.5 million and $4.4 million as of December 31, 2012 and 2011, respectively.

As of the date of this filing, our board of directors had amended our advisory agreement to clarify certain subordinated disposition fees paid to our Advisor in connection with the sale of properties.

Critical Accounting Policies and Estimates

Below is a discussion of the accounting policies that management believes are critical to our operations. We consider these policies critical because they involve difficult management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. The judgments affect the reporting amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting period. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Basis of Presentation and Consolidation. Our consolidated financial statements will include our accounts, the accounts of our wholly owned subsidiaries or subsidiaries for which we have a controlling interest, the accounts of variable interest entities (“VIEs”) in which we are the primary beneficiary, and the accounts of other subsidiaries over which we have a controlling financial interest. All material intercompany accounts and transactions will be eliminated in consolidation.

We will analyze our variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews. We base our quantitative analysis on the forecasted cash flows of the entity, and our qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. We also use our quantitative and qualitative analyses to determine if we must consolidate a variable interest entity as the primary beneficiary.

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Allocation of Purchase Price for Real Estate Acquisitions. Upon the acquisition of real estate properties, we record the fair value of the land, buildings, equipment, intangible assets, including but not limited to in-place leases, origination costs and above or below market lease values, assumed liabilities and any contingent liabilities and any contingent purchase consideration at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In evaluating fair value, we consider information obtained about each property as a result of our Advisor’s due diligence and utilize various valuation methods, such as estimated cash flow projections, using appropriate discount and capitalization rates, estimates of replacement costs net of depreciation and available market information.

The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on the determination of the fair values of these assets.

The purchase price is allocated to in-place lease intangibles based on management’s evaluation of the specific characteristics of the acquired lease. Factors considered include estimates of carrying costs during hypothetical expected lease up periods, including estimates of lost rental income during the expected lease up periods, and costs to execute similar leases such as leasing commissions, legal and other related expenses.

We may also enter into yield guarantees in connection with an acquisition, whereby the seller agrees to hold a portion of the purchase price in escrow that may be repaid to us in the event certain thresholds are not met. In calculating the estimated fair value of the yield guarantee, we consider information obtained about each property during the due diligence and budget process as well as discount rates to determine the fair value. We periodically evaluate the fair value of the yield guarantee and record any adjustments to the fair value as a component of other income (expense) in the consolidated statement of operations.

Investment in Unconsolidated Entities — We account for our investment in unconsolidated joint ventures under the equity method of accounting as we exercise significant influence, but do not maintain a controlling financial interest over these entities. These investments are recorded initially at cost and subsequently adjusted for cash contributions, distributions and equity in earnings (loss) of the unconsolidated entities. Based on the respective venture structures and preferences we receive on distributions and liquidation, we record our equity in earnings of the entities under the HLBV method of accounting. Under this method, we recognize income or loss in each period as if the net book value of the assets in the ventures were hypothetically liquidated at the end of each reporting period following the provisions of the joint venture agreements. In any given period, we could be recording more or less income than actual cash distributions received and more or less than what we may receive in the event of an actual liquidation. Our investment in unconsolidated entities is accounted for as an asset acquisition in which acquisition fees and expenses are capitalized as part of the basis in the investment in unconsolidated entities. The acquisition fees and expenses create an outside basis difference that are allocated to the assets of the investee and, if assigned to depreciable or amortizable assets, the basis differences are then amortized as a component of equity in earnings (loss) of unconsolidated entities.

Acquisition Fees and Expenses. We incur acquisitions fees and expenses in connection with the selection and acquisition of properties, including expenses on properties we determine not to acquire. We immediately expense all acquisition costs and fees associated with transactions deemed to be business combinations, but capitalize these costs for transactions deemed to be acquisitions of an asset or equity investment.

Assets Held for Sale and Discontinued Operations. Assets that are classified as held for sale are recorded at the lower of their carrying value or fair value less costs to dispose. We classify assets as held for sale once management has the authority to approve and commits to a plan to sell, the assets are available for immediate sale, an active program to locate a buyer and the sale of the assets are probable and transfer of the assets are expected to occur within one year. Upon the determination of the assets classified as held for sale or sold, the depreciation and amortization of the assets will terminate. The related operations of assets held for sale are reported as discontinued if such operations and cash flows can be clearly distinguished both operationally and financially from the ongoing operations, such operations and cash flows will be eliminated from ongoing operations once the disposal occurs, and if we will not have any significant continuing involvement subsequent to the sale.

Real Estate Impairments. We test the recoverability of our directly-owned real estate whenever events or changes in circumstances indicate that the carrying value of those assets may be impaired. Factors that could trigger an impairment analysis include, among others: (i) significant underperformance relative to historical or projected future operating results; (ii) significant changes in the manner of use or estimated holding period of our real estate assets or the strategy of our overall business; (iii) a significant increase in competition; (iv) a significant adverse change in legal factors or an adverse action or

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assessment by a regulator, which could affect the value of our real estate assets; or (v) significant negative industry or economic trends. When such factors are present, we assess potential impairment by comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted operating cash flows, we would recognize an impairment provision to adjust the carrying amount of the asset to the estimated fair value less costs to dispose. Fair values are generally determined based on incorporating market participant assumptions, discounted cash flow models and our estimates reflecting the facts and circumstances of each acquisition.

For investments in unconsolidated entities, management monitors on a continuous basis whether there are any indicators, including the underlying investment’s property operating performance and general market conditions, that the value of the investments in unconsolidated entities may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent an impairment has occurred, the loss would be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

The estimated fair values of our unconsolidated entities are based upon a discounted cash flow model that includes all estimated cash inflows and outflows over the expected holding period. The capitalization rates and discount rates utilized in the model are based upon rates that we believe to be within a reasonable range of current market rates for the underlying properties.

Leases. Our leases are accounted for as operating leases. Lease accounting principles require management to estimate the economic life of the leased property, the residual value of the leased property and the present value of minimum lease payments to be received from the tenant in order to determine the proper lease classification. Changes in our estimates or assumptions regarding collectability of lease payments, the residual value or economic lives of the leased property could result in a change in lease classification and our accounting for leases.

Revenue Recognition. For properties subject to operating leases, rental revenue is recorded on a straight-line basis over the terms of the leases. Additional percentage rent that is due contingent upon tenant performance thresholds, such as gross revenues, is deferred until the underlying performance thresholds have been achieved. Property operating revenues from managed properties, which are not subject to leasing arrangements, are derived from room rentals, food and beverage sales, ski and spa operations, golf operations, membership dues, ticket sales, concessions, waterpark and themepark operations, resident rental fees and services, and other service revenues. Such revenues, excluding membership dues, are recognized when rooms are occupied, when services have been performed, and when products are delivered. Membership dues are recognized ratably over the term of the membership period. For mortgages and other notes receivable, interest income is recognized on an accrual basis when earned, except for loans placed on non-accrual status, for which interest income is recognized when received. Any deferred portion of contractual interest is recognized on a straight-line basis over the term of the corresponding note. Loan origination fees charged and acquisition fees incurred in connection with the making of loans are recognized as interest income, and a reduction in interest income, respectively over the term of the notes.

Mortgages and other notes receivable. Mortgages and other notes receivable are recorded at the stated principal amounts net of deferred loan origination costs or fees. A loan is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the note. An allowance for loan loss is calculated by comparing the carrying value of the note to the estimated fair value of the underlying collateral. Increases and decreases in the allowance due to changes in the measurement of the impaired loans are included in the provision for loan loss not to exceed the original carrying amount of the loan. Interest income on performing loans is accrued as earned. Interest income on impaired loans is recognized as collected. The estimated fair market value of the underlying loan collateral is determined by management using appraisals and internally developed valuation methods. These models are based on a variety of assumptions. Changes in these assumptions could positively or negatively impact the valuation of our impaired loans.

Derivative instruments and hedging activities. We utilize derivative instruments to partially offset the effect of fluctuating interest rates on the cash flows associated with our variable-rate debt. We follow established risk management policies and procedures in our use of derivatives and do not enter into or hold derivatives for trading or speculative purposes. We record all derivative instruments on the balance sheet at fair value. On the date we enter into a derivative contract, the derivative is designated as a hedge of the exposure to variable cash flows of a forecasted transaction. The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently recognized in the statement of operations in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. Any ineffective portion of the gain or loss is reflected in interest expense in the statement of operations. Determining fair value and testing effectiveness of these financial instruments requires management to make certain estimates and judgments. Changes in assumptions could have a positive or negative impact on the estimated fair values and measured effectiveness of such instruments could in turn impact our results of operations.

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Mortgages and other notes payable. Mortgages and other notes payable are recorded at the stated principal amount and are generally collateralized by our lifestyle properties with monthly interest only and/or principal payments. A loan that is accounted for as a troubled debt restructuring is recorded at the present value future cash payments, principal and interest, specified by the new terms. We have and may undergo a troubled debt restructuring if management determines that the underlying collateralized properties are not performing to meet debt service. In order to qualify as a troubled debt restructuring, the following must apply: (i) the underlying collateralized property value decreased as a result of the economic environment, (ii) transfer of asset (cash) to partially satisfy the loan has occurred and (iii) new loan terms decrease the effective interest rate and extend the maturity date. The difference between the future cash payments specified by the new terms and the carrying value immediately preceding the restructure is recorded as gain on extinguishment of debt.

Impact of recent accounting pronouncements

See Item 8. “Financial Statements and Supplementary Data” — Note 2. “Significant Accounting Policies” for additional information about the impact of recent accounting pronouncements.

Results of Operations

As of December 31, 2012, 2011 and 2010, we had invested in 179, 171 and 122 properties respectively, through the following investment structures:

	December 31,
	2012		2011		2010
Wholly-owned:
Leased properties		73		88		98
Managed properties (1)(2)		55		32		15
Held for development		1		1		1
Unconsolidated joint ventures: (3)
Leased properties		14		14		8
Managed properties		36		36		—
		179		171		122

FOOTNOTES:

(1) As of December 31, 2012, wholly-owned managed properties are as follows:

	December 31,
	2012		2011		2010
Golf		13		2		2
Attractions		15		15		8
Senior housing		20		10		—
Marinas		2		—		—
Additional lifestyle		5		5		5
		55		32		15

(2) Under certain applicable tax regulations, properties are permitted to be temporarily managed (up to three years) and certain properties are permitted to be indefinitely managed. As of December 31, 2012, 2011 and 2010, 30, 17 and 10 properties were temporarily managed and 25, 15 and five properties were indefinitely managed under management agreements, respectively.

(3) As of March 15, 2013, 49 properties held through four unconsolidated joint ventures are expected to be sold in 2013. See “Distributions from Unconsolidated Entities” for additional information.

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The following table summarizes our operations for the years ended December 31, 2012, 2011 and 2010 (in thousands except per share data):

	Year Ended December 31,									% Change			% Change
	2012			2011			2010			2012 vs 2011			2011 vs 2010
Revenues:
Rental income from operating leases	$	165,889		$	171,008		$	197,772			-3.0	%		-13.5	%
Property operating revenues		302,393			234,165			86,419			29.1	%		171.0	%
Interest income on mortgages and other notes receivable		12,997			12,963			15,832			0.3	%		-18.1	%
Total revenues		481,279			418,136			300,023			15.1	%		39.4	%
Expenses:
Property operating expenses		241,381			196,035			78,616			23.1	%		149.4	%
Asset management fees to advisor		35,725			31,802			26,808			12.3	%		18.6	%
General and administrative		18,718			16,304			13,788			14.8	%		18.2	%
Ground lease and permit fees		14,482			14,575			12,506			-0.6	%		16.5	%
Acquisition fees and costs		4,450			11,168			14,149			-60.2	%		-21.1	%
Other operating expenses		11,660			9,645			2,958			20.9	%		226.1	%
Bad debt expense		5,510			773			2,101			612.8	%		-63.2	%
Loan loss provision		1,699			—			4,072			100.0	%		-100.0	%
Impairment provision		—			3,199			24,838			-100.0	%		-87.1	%
Loss on lease terminations		25,177			7,193			54,699			250.0	%		-86.8	%
Depreciation and amortization		135,272			122,156			123,979			10.7	%		-1.5	%
Total expenses		494,074			412,850			358,514			19.7	%		15.2	%
Operating income (loss)		(12,795	)		5,286			(58,491	)		-342.1	%		109.0	%
Other income (expense):
Interest and other income (expense)		1,200			(215	)		2,673			658.1	%		-108.0	%
Interest expense and loan cost amortization		(68,595	)		(60,117	)		(49,919	)		-14.1	%		-20.4	%
Gain (loss) on extinguishment of debt		(4	)		(566	)		15,261			99.3	%		-103.7	%
Equity in earnings of unconsolidated entities		5,521			1,022			10,978			440.2	%		-90.7	%
Total other expense		(61,878	)		(59,876	)		(21,007	)		-3.3	%		-185.0	%
Loss from continuing operations		(74,673	)		(54,590	)		(79,498	)		-36.8	%		31.3	%
Discontinued operations		(1,400	)		(15,020	)		(2,391	)		90.7	%		-528.2	%
Net loss	$	(76,073	)	$	(69,610	)	$	(81,889	)		-9.3	%		15.0	%
Loss per share of common stock (basic and diluted)
Continuing operations	$	(0.24	)	$	(0.18	)	$	(0.30	)		-33.3	%		40	%
Discontinued operations		(0.00	)		(0.05	)		(0.01	)		100	%		-400	%
	$	(0.24	)	$	(0.23	)	$	(0.31	)		-4.3	%		25.8	%
Weighted average number of shares of common stock outstanding (basic and diluted)		312,309			302,250			263,516

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Year ended December 31, 2012 compared to Year ended December 31, 2011

Rental income from operating leases. Rental income for the year ended December 31, 2012 decreased by approximately $5.1 million as compared to 2011 primarily due to the conversion of 12 golf facilities and two marinas properties from a leased structure to a managed structure during the year ended December 31, 2012. In addition, we reduced base lease rates on 32 of our golf properties that were operated by one of our tenants in connection with restructuring their leases in April 2012. This was offset in part by rental income from a new attractions property acquired in June 2012. The following information summarizes trends in rental income from operating leases and base rents for certain of our properties (in thousands):

	For the Year Ended December 31,
Properties Subject to Operating Leases	2012		2011		$ Change			% Change
Ski and mountain lifestyle	$	93,079	$	90,735	$	2,344			2.6	%
Golf		31,009		41,194		(10,185	)		(24.7	%)
Attractions		15,383		11,271		4,112			36.5	%
Marinas		20,210		21,409		(1,199	)		(5.6	%)
Additional lifestyle		6,208		6,399		(191	)		(3.0	%)
Total	$	165,889	$	171,008	$	(5,119	)		(3.0	%)

As of December 31, 2012 and 2011, the weighted-average straight-line lease rate for our portfolio of wholly-owned leased properties was 8.6% and 8.8%, respectively. The decrease in the weighted average lease rate was primarily attributable to the lease amendment granted to one of our tenants effective as of January 1, 2012. These rates are based on annualized straight-line base rent due under our leases and the weighted-average contractual lease basis of our real estate investment properties subject to operating leases. The weighted-average lease rate of our portfolio will fluctuate based on our asset mix, timing of property acquisitions, lease terminations and reductions in rent granted to tenants.

Property operating revenues. Property operating revenues from managed properties, which are not subject to leasing arrangements, are derived from room rentals, food and beverage sales, ski and spa operations, golf operations, membership dues, ticket sales, concessions, waterpark and theme park operations, residential fees at our senior housing properties and other service revenues. The following information summarizes the revenues of our properties that are operated by third-party managers for the years ended December 31, 2012 and 2011 (in thousands):

	For the Year Ended December 31,
Properties Operated Under Third-Party Managers	2012		2011		$ Change		% Change
Golf	$	23,862	$	10,639	$	13,223		124.3	%
Attractions		135,740		127,774		7,966		6.2	%
Senior housing		50,946		8,867		42,079		474.6	%
Marinas		430		—		430		100.0	%
Additional lifestyle		91,415		86,885		4,530		5.2	%
Total	$	302,393	$	234,165	$	68,228		29.1	%

As of December 31, 2012 and 2011, we had a total of 55 and 32 managed properties, respectively, of which certain properties are operated seasonally due to geographic location, climate and weather patterns. The increase in property operating revenues is primarily attributable to (i) us entering the senior housing space in 2011 with 10 acquisitions that generated revenues for a full year in 2012 as compared to a partial year in 2011 and the acquisition of ten senior housing properties during the year end December 31, 2012, (ii) the transition of two marinas properties and 12 golf facilities from leased to managed structures which was completed during the first quarter and third quarter of 2012, (iii) an increase in visitation and per capita spending at the attractions properties as a result of favorable weather and (iv) an increase in visitation at the Omni Mount Washington Resort, an additional lifestyle property, due to great natural snowfall enhanced by our investment in snowmaking infrastructures.

Interest income on mortgages and other notes receivable. Interest income on mortgages and other notes receivable was approximately $13.0 million for both years ended December 31, 2012 and 2011.

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Property operating expenses. Property operating expenses from managed properties increased primarily attributable to us entering the senior housing space and acquiring 10 properties in 2011 that generated expenses for a full year in 2012 and partial year in 2011, the acquisition of ten senior housing properties during the year ended December 31, 2012 and the transition of two marinas properties and certain golf facilities from leased to managed structure which were completed during the first quarter of 2012 and third quarter of 2012. The following information summarizes the expenses of our properties that are operated by third-party managers for the years ended December 31, 2012 and 2011 (in thousands):

	For the Year Ended December 31,
Properties Operated Under Third-Party Managers	2012		2011		$ Change		% Change
Golf	$	21,457	$	9,942	$	11,515		115.8	%
Attractions		104,877		102,636		2,241		2.2	%
Senior housing		34,630		6,370		28,260		443.6	%
Marinas		626		—		626		100.0	%
Additional lifestyle		79,791		77,087		2,704		3.5	%
Total	$	241,381	$	196,035	$	45,346		23.1	%

Asset management fees to advisor. Monthly asset management fees equal to 0.08334% of invested assets are paid to the Advisor for the management of our real estate assets, loans and other permitted investments. For the years ended December 31, 2012 and 2011, asset management fees to our Advisor were approximately $35.7 million and $31.8 million, respectively. The increase in such fees is due to an increase in invested assets from the acquisition of additional real estate properties during the year ended December 31, 2012.

General and administrative. General and administrative expenses totaled approximately $18.7 million and $16.3 million for the years ended December 31, 2012 and 2011, respectively. The increase is primarily attributable to higher accounting and legal personnel charges of affiliates of our Advisor as a result of an increase in the number of managed properties which require higher levels of administrative, legal and professional services.

Ground leases and permit fees. Ground lease payments and land permit fees are generally based on a percentage of gross revenue of the underlying property over certain thresholds. For properties that are subject to leasing arrangements, ground leases and permit fees are paid by the tenants in accordance with the terms of our leases with those tenants and we record the corresponding equivalent revenues in rental income from operating leases. For the years ended December 31, 2012 and 2011, ground lease and land permit fees were approximately $14.5 million and $14.6 million, respectively. The decrease was attributable to the reduction in gross revenue of certain underlying properties reducing ground lease and permit fees.

Acquisition fees and costs. Acquisition fees are paid to our Advisor for services in connection with the selection, purchase, development or construction of real property and are generally 3% of gross offering proceeds including proceeds from our DRP. Acquisition fees and costs totaled approximately $4.5 million and $11.2 million for the year ended December 31, 2012 and 2011, respectively. The decrease is primarily due to the reduction in the sale of our common stock resulting from the completion of our third offering on April 9, 2011, offset by acquisition fees on our DRP and acquisition costs in connection with acquisitions made during the year ended December 31, 2012.

Other operating expenses. Other operating expenses totaled approximately $11.7 million and $9.6 million for the years ended December 31, 2012 and 2011, respectively. The increase is primarily attributable to estimated repair costs net of insurance proceeds on two marinas properties that were damaged from Hurricane Sandy and an increase in additional expenses relating to the properties that were converted to managed structure due to lease terminations during 2012 offset by a reduction in repair and maintenance expenses. Repair and maintenance expenses during 2011 were higher due to deferred maintenance by former tenants who defaulted on their leases.

Bad debt expense. Bad debt expense was approximately $5.5 million and $0.8 million for the years ended December 31, 2012 and 2011, respectively. The increase is primarily attributable to the write-off of past due rents that were deemed uncollectible relating to leases with some of our golf and marinas tenants that were amended and leases that were terminated or to be terminated in 2013.

Loss on lease terminations. Loss on lease terminations were approximately $25.2 million and $7.2 million for the years ended December 31, 2012 and 2011, respectively. The change is primarily attributable to the write-off of higher amounts of deferred rents and intangible in-place lease assets on the golf leases that were terminated during the year ended December 31, 2012 and the two marinas tenants that experienced financial difficulties. See “Lease and Loan Amendments” for additional information.

Loan loss provision. Loan loss provision was approximately $1.7 million for the year ended December 31, 2012 as a result of a troubled debt restructuring on a note receivable from one of our golf tenants where we restructured their loan. See “General” – Leases and Loan Amendment” above for additional information. We had no loan loss provision for the year ended December 31, 2011.

Impairment provision. Impairment provision was approximately $3.2 million for the year ended December 31, 2011 as a result of our determination that the carrying value of one golf facility was not recoverable. We did not record an impairment provision related to continuing operations during 2012.

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Depreciation and amortization. Depreciation and amortization expenses were approximately $135.3 million and $122.2 million for the years ended December 31, 2012 and 2011, respectively. The increase is primarily due to additional properties acquired and increase in capital improvements on our existing properties during the year ended December 31, 2012.

Interest and other income (expense). Interest and other income (expense) were approximately $1.2 million and $(0.2) million for the years ended December 31, 2012 and 2011, respectively. The change is primarily due membership fees earned for certain of our golf facilities in 2012. During 2011, we did not record any membership fees earned.

Interest expense and loan cost amortization. Interest expense and loan cost amortization were approximately $68.6 million and $60.1 million for the years ended December 31, 2012 and 2011, respectively. The increase is primarily attributable to the issuance of our senior notes in April 2011 and additional long-term debt obtained during the year ended December 31, 2012.

Gain (loss) on extinguishment of debt. Gain (loss) on extinguishment of debt was approximately $(0.004) million and $(0.6) million for the years ended December 31, 2012 and 2011, respectively.

Equity in earnings (loss) of unconsolidated entities. The following table summarizes equity in earnings from our unconsolidated entities (in thousands):

	For the Year Ended December 31,
	2012			2011			$ Change			% Change
DMC Partnership	$	8,962		$	10,805		$	(1,843	)		(17.1	%)
Intrawest Venture		(4,238	)		776			(5,014	)		(646.1	%)
CNLSun I Venture		(936	)		(8,404	)		7,468			88.9	%
CNLSun II Venture		(937	)		(1,102	)		165			15.0	%
CNLSun III Venture		2,670			(1,053	)		3,723			353.6	%
Total	$	5,521		$	1,022		$	4,499			440.2	%

Equity in earnings of unconsolidated entities was approximately $5.5 million and $1.0 million for the years ended December 31, 2012 and 2011, respectively. The change was primarily due to (i) the losses that were allocated to us in 2011 in connection with $10.2 million in transactional and closing costs associated with our entry to the CNLSun I Venture which contributed to the venture’s net loss for the period and reduced the equity in earnings we recorded; (ii) during 2012, the DMC Partnership incurred approximately $2.3 million in acquisition costs relating to a potential acquisition that was ultimately not pursued; and (iii) in connection with the proposed sale, we performed an impairment analysis and determined the carrying value of one of the Intrawest Venture properties was higher than the expected net sales proceeds. As such the venture recorded an impairment provision of approximately $4.5 million for the year ended December 31, 2012. Equity in earnings or losses are allocated using the HLBV method, which can create significant variability in earnings or losses from the venture while the preferred cash distributions that we anticipate to receive from the venture may be more consistent as result of our distribution preferences. As described in “Distributions from unconsolidated entities” above, we expect to complete the sale of our interests in CNLSun I, CNLSun II and CNLSun III Ventures in mid-2013 to Sunrise, our joint venture partner, as a result of Sunrise exercising their purchase option. We expect equity in earnings to decrease in the last half of 2013 as a result of this sale.

Discontinued operations. Losses from discontinued operations were approximately ($1.4) million and ($15.0) million for the years ended December 31, 2012 and 2011, respectively. In anticipation of selling certain golf properties in 2011, we evaluated the carrying value of the golf properties and determined that the carrying value was not recoverable and we recorded impairment provisions of approximately $13.7 million in 2011.

Net loss and loss per share of common stock. The increase in net loss of $6.5 million for the year ended December 31, 2012 as compared to the same period in 2011 was primarily attributable to (i) a reduction related to the transition of thirteen golf courses and two marinas properties from leases to managed structures whereby rental revenue under leases in 2011 was $6.1 million more than net operating income under managed structures in 2012, (ii) a reduction in rental income of $5.4 million related to the 32 golf facilities as a result of lease modifications as well as the sale of four other golf facilities, (iii) an increase in loss on lease terminations from non-cash charges relating to actual and anticipated lease terminations for certain of our tenants that are experiencing financial difficulties or have defaulted on their lease payments to us of approximately $16.2 million, and (iv) an increase in bad debt expense, asset management fees, general and administrative expenses, other operating expenses, interest expense and loan cost amortization and depreciation and amortization expenses of approximately $34.9 million; offset in part by (i) an increase in net operating income from newly acquired managed

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properties and an increase in rental income from two newly acquired leased properties of approximately $20.0 million from properties acquired during the second half of 2011 through the end of 2012, (ii) an increase of net operating income from “same-store” managed properties of approximately $9.7 million primarily relating to an increase in visitation and spending at our attractions properties, (iii) a reduction in acquisition fees and expenses of approximately $6.7 million primarily due to the completion of our final offering in 2011, (iv) an increase in equity in earnings of approximately $4.5 million as a result of the formation of CNLSun I, CNLSun II and CNLSun III ventures in 2011, and (v) a reduction in impairment provision of approximately $16.0 million including approximately $12.8 million that was recorded as a component of discontinued operations.

Year ended December 31, 2011 compared to Year ended December 31, 2010

Rental income from operating leases. Rental income from operating leases decreased 13.5% for the year ended December 31, 2011 as compared to the same period in 2010. During 2010, certain tenants experienced operating challenges and defaulted on their lease payments to us. As a result, we terminated 17 attractions property leases and one additional lifestyle property lease and transitioned these properties from leased to managed arrangements during the fourth quarter of 2010 and the first quarter of 2011. The decrease in rental income was offset in part by capital expansion projects that have increased the lease basis and base rents for certain of our properties and by one golf facility that was transitioned from managed to a leased arrangement during 2011. The following information summarizes trends in rental income from operating leases and base rents for certain of our properties (in thousands):

	For the Year Ended December 31,
Properties Subject to Operating Leases	2011		2010		$ Change			% Change
Ski and mountain lifestyle	$	90,735	$	87,797	$	2,938			3.4	%
Golf		41,194		42,234		(1,040	)		(2.5	%)
Attractions		11,271		39,447		(28,176	)		(71.4	%)
Marinas		21,409		19,599		1,810			9.2	%
Additional lifestyle		6,399		8,695		(2,296	)		(26.4	%)
Total	$	171,008	$	197,772	$	(26,764	)		(13.5	%)

For the years ended December 31, 2011 and 2010, the weighted-average lease rate for our portfolio of wholly-owned leased properties was 8.8%.

Property operating revenues. The following information summarizes the revenues of our properties that are operated by third-party managers for the years ended December 31, 2011 and 2010 (in thousands):

	For the Year Ended December 31,
Properties Operated Under Third-Party Managers	2011		2010		$ Change			% Change
Golf	$	10,639	$	14,888	$	(4,249	)		(28.5	%)
Attractions		127,774		164		127,610			77,811.0	%
Senior housing		8,867		—		8,867			100.0	%
Additional lifestyle		86,885		71,367		15,518			21.7	%
Total	$	234,165	$	86,419	$	147,746			171.0	%

As of December 31, 2011 and 2010, we had a total of 32 and 15 managed properties, respectively, of which certain properties were operated seasonally due to geographic location, climate and weather patterns. The increase in property operating revenues was primarily attributable to (i) the attractions properties that were previously subject to leasing arrangements in 2010 are now operated by third-party managers on our behalf, (ii) increased revenue of our additional lifestyle properties due to improved performance at the Omni Mount Washington Hotel. The improved performance was a result of renovations and improvements made to the property over the past several years and improved results at our two waterpark hotel properties and (iii) the acquisition of seven senior housing properties during 2011 that are subject to management agreements. This was offset by lower operating revenues from our managed golf facilities primarily as a result of one course being re-leased in 2011, therefore recording its operations for a partial period in 2011 as compared to full period in 2010.

Interest income on mortgages and other notes receivable. For the years ended December 31, 2011 and 2010, we earned interest income of approximately $13.0 million and $15.8 million, respectively, on our performing loans with an aggregate

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principal balance of approximately $120.3 million and $111.4 million as of December 31, 2011 and 2010, respectively. The decrease was attributable to three loans that were deemed uncollectible in connection the termination of 17 attractions property leases with PARC and were written off in the third quarter of 2010 and the repayment of three loans in the fourth quarter of 2010, offset in part by additional loans made.

Property operating expenses. Property operating expenses from managed properties increased principally as a result of the properties that were previously subject to leasing arrangements in 2010 and in 2011 were operated by third-party managers on our behalf. See “Property operating revenues” above for additional information. The following information summarizes the expenses of our properties that are operated by third-party managers for the years ended December 31, 2011 and 2010 (in thousands):

	For the Year Ended December 31,
Properties Operated Under Third-Party Managers	2011		2010		$ Change			% Change
Golf	$	9,942	$	13,450	$	(3,508	)		(26.1	)%
Attractions		102,636		230		102,406			44,524.3	%
Senior housing		6,370		—		6,370			100.0	%
Additional lifestyle		77,087		64,936		12,151			18.7	%
Total	$	196,035	$	78,616	$	117,419			149.4	%

Asset management fees to advisor. For the years ended December 31, 2011 and 2010, asset management fees to our Advisor were approximately $31.8 million and $26.8 million, respectively. The increase in such fees was due to an increase in invested assets from the acquisition of additional real estate properties and loans made during 2011.

General and administrative. General and administrative expenses totaled approximately $16.3 million and $13.8 million for the years ended December 31, 2011 and 2010, respectively. The increase was primarily attributable to (i) higher investor maintenance fees paid to an affiliate of our sponsor for services provided to maintain our investors’ accounts and transfer agent services and higher distribution costs from mailings primarily as a result of a larger stockholder base and (ii) higher legal personnel charges and legal services.

Ground leases and permit fees. For the years ended December 31, 2011 and 2010, ground lease and land permit fees were approximately $14.6 million and $12.5 million, respectively. The increase was attributable to the increase in gross revenue of certain underlying properties increasing ground lease and permit fees and the growth of our property portfolio.

Acquisition fees and costs. Acquisition fees and costs totaled approximately $11.2 million and $14.1 million for the years ended December 31, 2011 and 2010, respectively. The decrease was primarily due to the reduction in the sale of our common stock resulting from the completion of our third offering on April 9, 2011, offset in part by an increase in acquisition activity during 2011.

Other operating expenses. Other operating expenses totaled approximately $9.6 million and $3.0 million for the years ended December 31, 2011 and 2010, respectively. The increase was primarily attributable to the write-off of master planning costs associated with a resort expansion that were not approved by the U.S. Forest Service for one of our ski and lifestyle properties, higher state, sales and franchise tax expenses from the managed properties that were previously subject to leasing arrangements in 2010 and higher repairs and maintenance expenses.

Bad debt expense. Bad debt expense was approximately $0.8 million and $2.1 million for the years ended December 31, 2011 and 2010, respectively. The decrease was primarily attributable to lower past due rents on the properties being transitioned to third-party managers and a reduction in the number of properties that are being transitioned from leased to managed structure in 2011 as compared to 2010. In addition, during 2011 approximately $0.6 million of past due rents that was deemed uncollectible in 2010 were subsequently collected.

Loan loss provision. Loan loss provision was approximately $4.1 million for the year ended December 31, 2010, due to the write-off of notes receivable from PARC that were deemed uncollectible. We did not record a loan loss provision for the year ended December 31, 2011.

Loss on lease terminations. Loss on lease terminations was approximately $7.2 million and $54.7 million for the years ended December 31, 2011 and 2010, respectively. The decrease was primarily due to lower amounts of deferred rents, intangible in-place lease assets and lease incentives on the properties that were being transitioned to third-party managers in 2011 as compared to 2010. For the years ended December 31, 2011 and 2010, we wrote off deferred rent and intangible in-place lease assets of approximately $8.1 million and $29.2 million, respectively. In addition, we wrote off lease incentives of approximately $14.6 million in 2010. We did not write off any lease incentives for the year ended December 31, 2011.

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Impairment provision. Impairment provision was approximately $3.2 million and $24.8 million for the years ended December 31, 2011 and 2010, respectively. During 2011, we determined the carrying value of one golf facility was not recoverable and recorded an impairment provision of approximately $3.2 million on that golf facility. During 2010, we determined certain of our properties’ carrying values were not recoverable and recorded impairment provisions of approximately $24.8 million on two waterpark hotel properties and one attractions property.

Depreciation and amortization. Depreciation and amortization expenses were approximately $122.2 million and $124.0 million for the years ended December 31, 2011 and 2010, respectively. The decrease was primarily due to an impairment provision that reduced the depreciable basis on our two waterpark hotel properties in 2010 and on certain of our golf facilities in 2011, which reduced the depreciation expense applicable to those properties. The decrease was also attributable to our equipment at various properties becoming fully depreciated, offset in part by depreciation and amortization on newly acquired properties.

Interest and other income. Interest and other income (expense) totaled approximately $(0.2) million and $2.7 million for the years ended December 31, 2011 and 2010, respectively. The change was primarily due to a lease termination fee received in 2010 by one of our tenants in connection with transitioning a lease of approximately $1.7 million during 2010 and a reduction in interest income resulting from lower cash on hand coupled with a general decrease in rates paid by depository institutions on short-term deposits. During the years ended December 31, 2011 and 2010, we received an average yield of 0.1% and 0.4%, respectively.

Interest expense and loan cost amortization. Interest expense and loan cost amortization were approximately $60.1 million and $49.9 million for the years ended December 31, 2011 and 2010, respectively. The increase was attributable to the issuance of our senior notes and mortgage financing obtained in late 2010 and in 2011, offset by the repayment and the restructuring of certain of our loans.

Gain (loss) on extinguishment of debt. Gain (loss) on extinguishment of debt was approximately ($0.6) million and $15.3 million for the years ended December 31, 2011 and 2010, respectively. During 2011, we restructured two non-recourse loans, collateralized by our two waterpark hotels, with a principal outstanding balance of approximately $61.9 million. During 2010, we restructured our loan, collateralized by our multi-family residential property, with a principal outstanding balance of approximately $85.4 million to $66.4 million under a troubled debt restructure. The troubled debt restructure resulted in a gain on extinguishment of debt of approximately $14.4 million.

Equity in earnings (loss) of unconsolidated entities. The following table summarizes equity in earnings from our unconsolidated entities (in thousands):

	For the Year Ended December 31,
	2011			2010		$ Change			% Change
DMC Partnership		10,805			10,775		30			0.3	%
Intrawest Venture		776			203		573			282.3	%
CNLSun I Venture		(8,404	)		—		(8,404	)		100.0	%
CNLSun II Venture		(1,102	)		—		(1,102	)		100.0	%
CNLSun III Venture		(1,053	)		—		(1,053	)		100.0	%
Total	$	1,022		$	10,978	$	(9,956	)		(90.7	)%

Equity in earnings of unconsolidated entities decreased by approximately $10.0 million for the year ended December 31, 2011, as compared to the same period in 2010, primarily due to the loss allocated to us resulting from transactional and closing costs associated with our entry into our Sunrise joint ventures. In connection with the initial formation of CNLSun I, the venture incurred approximately $10.2 million in non-recurring transaction costs (which included the payment of a prepayment penalty to refinance its debt), which contributed to the venture’s net loss for the year and reduced the equity in earnings we recorded. Although we recorded equity in losses from these entities during the year ended December 31, 2011, CNLSun I, CNLSun II and CNLSun III declared distributions to us totaling $15.1 million, $1.0 million and $0.8 million, respectively, representing our full respective preferred return in accordance with the venture agreements. See “Acquisitions” above for additional information on our preferred return.

Discontinued operations. Results from discontinued operations were approximately $(15.0) million and $(2.4) million for the years ended December 31, 2011 and 2010, respectively. During the fourth quarters of 2012 and 2011, we approved the sale of three attractions properties and five golf facilities. As of December 31, 2012, we had completed the sale of four golf facilities with the remaining one golf facility and three attractions properties classified as assets held for sale. In addition, during the year ended December 31, 2011, we completed the sale of three attractions properties. Operations for these

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properties have been classified as discontinued operations for all periods presented. Included in discontinued operations for the year ended December 31, 2011, are impairment provisions of approximately $13.7 million and loss from the write-off of deferred rent of approximately $2.0 million relating to five golf properties. Included in discontinued operations for the year ended December 31, 2010, is an impairment provision of approximately $2.0 million relating to one golf property and loss on lease terminations of approximately $0.6 million relating to three attractions properties.

Net loss and loss per share of common stock. The reduction in net loss and loss per share for the year ended December 31, 2011 as compared to the same period in 2010 was primarily attributable to (i) a reduction in impairment provision, loan loss provision and loss on lease terminations of approximately $60.6 million for the year ended December 31, 2011, and offset by (i) a reduction in gain on extinguishment of debt of approximately $15.8 million, (ii) a reduction in equity in earnings of our unconsolidated entities as a result of initial transaction costs incurred upon the formation of the ventures of approximately $12.0 million for the year ended December 31, 2011, (iii) a reduction of rental income of approximately $38.1 million from the 17 attractions properties and one additional lifestyle property that were converted from a leased structure to a managed structure offset by property net operating income of approximately $26.5 million, and (iv) an increase in interest expense and loan cost amortization resulting from the issuance of the senior notes during the second quarter of 2011, net of lower interest expense as a result of debt repayments of approximately $10.0 million.

Other

Funds from Operations and Modified Funds From Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, National Association Real Estate Investment Trust, (“NAREIT”), promulgated a measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards approved by the Board of Governors of NAREIT. NAREIT defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, real estate asset impairment write-downs, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our FFO calculation complies with NAREIT’s policy described above.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes in order to maintain the value of the property. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income or loss. However, FFO and MFFO, as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or loss in its applicability in evaluating the our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.

Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses for business combinations from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT’s definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses as items that are expensed under GAAP and accounted for as operating expenses. Our Management believes these fees and expenses do not affect our overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start up entities may also experience significant acquisition activity during their initial years, we believe that non-listed REITs are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after the acquisition activity ceases. Due to the above factors and other unique features of publicly registered, non-listed REITs, the Investment Program Association (“IPA”), an industry trade group, has standardized a measure known as MFFO, which the IPA has

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recommended as a supplemental measure for publicly registered non-listed REITs and which we believe to be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT. MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy, as currently intended. We believe that, because MFFO excludes costs that we consider more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect our operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we acquired our properties and once our portfolio is in place. By providing MFFO, we believe it is presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance after our properties have been acquired. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry.

We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income or loss: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to remove the impact of GAAP straight-line adjustments from rental revenues); accretion of discounts and amortization of premiums on debt investments, eliminations of adjustments relating to contingent purchase price obligations where such adjustments have been included in the derivation of GAAP net income or loss, mark-to-market adjustments included in net income or loss; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, and unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While we are responsible for managing interest rate, hedge and foreign exchange risk, we do retain an outside consultant to review all of our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such non-recurring gains and losses in calculating MFFO, as such gains and losses are not reflective of on-going operations.

Our MFFO calculation complies with the IPA’s Practice Guideline described above. In calculating MFFO, we exclude acquisition related expenses, straight-line adjustments for leases and notes receivable, amortization of above and below market leases, impairments of lease related assets, loss from early extinguishment of debt and accretion of discounts or amortization of premiums for debt investments. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income or loss. These expenses are paid in cash by us. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income or loss in determining cash flow from operating activities.

Our management uses MFFO and the adjustments used to calculate it in order to evaluate our performance against other non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate in this manner. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors. For example, acquisitions costs are funded from our subscription proceeds and other financing sources and not from operations. By excluding expensed acquisition costs, the use of MFFO provides information consistent with management’s analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable our operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.

Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different non-listed REITs, although it should be noted that not all REITs calculate FFO and MFFO the

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same way and as such comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flows available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations as an indication of its liquidity, or indicative of funds available to fund our cash needs including its ability to make distributions to stockholders. FFO and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance. MFFO has limitations as a performance measure in an offering such as ours where the price of a share of common stock is a stated value and there is no net asset value determination during the offering stage and for a period thereafter. MFFO is useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. FFO and MFFO are not useful measures in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO and MFFO.

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust its calculation and characterization of FFO or MFFO.

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The following table presents a reconciliation of net income (loss) to FFO and MFFO for the years ended December 31, 2012, 2011 and 2010 (in thousands except per share data).

	Year Ended December 31,
	2012			2011			2010
Net loss	$	(76,073	)	$	(69,610	)	$	(81,889	)
Adjustments:
Depreciation and amortization (1)		135,557			123,084			126,223
Impairment of real estate assets (1)(2)		680			16,870			26,880
Gain on sale of real estate investment properties (1)		(288	)		(1,104	)		(337	)
Net effect of FFO adjustment from unconsolidated entities (3)		37,862			20,316			11,219
Total funds from operations		97,738			89,556			82,096
Acquisition fees and expenses (4)		4,450			11,168			14,149
Straight-line adjustments for leases and notes receivable (1) (5)		(14,736	)		(22,053	)		(26,403	)
Amortization of above/below market intangible assets and liabilities(1)		607			(8	)		558
Loss (gain) from early extinguishment of debt (1)		4			2,057			(14,817	)
Write-off of lease related costs(1) (6)		23,669			7,670			39,454
Loan loss provision		1,699			—			4,072
Contingent purchase consideration		—			(747	)		(1,500	)
Accretion of discounts/amortization of premiums		645			1,056			1,675
MFFO adjustments from unconsolidated entities: (3)
Acquisition fees and expenses (4)		—			4,921			—
Straight-line adjustments for leases and notes receivable (5)		269			158			(607	)
Prepayment penalty fees		—			2,266			—
Interest expense on old loan		—			603			—
Amortization of above/below market intangible assets and liabilities		(18	)		(54	)		(74	)
Modified funds from operations	$	114,327		$	96,593		$	98,603
Weighted average number of shares of common stock outstanding (basic and diluted)		312,309			302,250			263,516
FFO per share (basic and diluted)	$	0.31		$	0.30		$	0.31
MFFO per share (basic and diluted)	$	0.37		$	0.32		$	0.37

FOOTNOTES:

(1) Includes amounts related to the properties that are classified as assets held for sale and for which the related results are classified as income (loss) from discontinued operations in the accompanying consolidated statements of operations.

(2) While impairment charges are excluded from the calculation of FFO, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges.

(3) This amount represents our share of the FFO or MFFO adjustments allowable under the NAREIT or IPA definitions, respectively, multiplied by the percentage of income or loss recognized under the HLBV method.

(4) In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. By adding back acquisition fees and expense relating to business combinations, management believes MFFO provides useful supplemental information of its operating performance and will also allow comparability between real estate entities regardless of their level of acquisition activities. Acquisition fees and expenses include payments to our advisor or third parties. Acquisition fees and expenses relating to business combinations under GAAP are considered operating expenses and as expenses included in the determination of net income (loss) and income (loss) from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property.

(5) Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, providing insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management’s analysis of operating performance.

(6) Management believes that adjusting for write-offs of lease related assets is appropriate because they are non-recurring non-cash adjustments that may not be reflective of our ongoing operating performance.

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Total FFO and FFO per share was approximately $97.7 million and $89.6 million or $0.31 and $0.30 for the years ended December 31, 2012 and 2011, respectively. The increase in FFO and FFO per share was attributable to (i) an increase in net operating income from newly acquired managed properties and an increase in rental income from two new leased properties totaling approximately $20.0 million which were acquired during second half of 2011 through the end of 2012, (ii) an increase in net operating income from “same-store” managed properties of approximately $9.7 million primarily relating to an increase in visitation and spending at our attractions properties, (iii) an increase in FFO contribution from unconsolidated entities of approximately $17.5 million primarily from our three senior housing ventures, (iv) a reduction in acquisition fees and expenses of $6.7 million primarily due to the completion of our final offering in 2011; offset in part, by (i) a reduction related to the transition of thirteen golf courses and two marinas properties from leases to managed structures whereby rental revenue under leases in 2011 was $6.1 million more than net operating income under managed structures in 2012, (ii) a reduction in rental income of $5.4 million related to the 32 golf facilities as a result of lease modifications as well as the sale of four other golf facilities, (iii) an increase in loss on lease terminations from non-cash charges relating to certain of our tenants that are experiencing financial difficulties and defaulted on their lease payments to us of approximately $16.2 million, and (iv) an increase in bad debt expense, other operating expenses, interest expense and loan cost amortization and general and administrative expenses of approximately $15.6 million.

Total MFFO and MFFO per share was approximately $114.3 million and $96.6 million or $0.37 and $0.32 for the years ended December 31, 2012 and 2011, respectively. The increase in MFFO and MFFO per share was principally due to (i) an increase in net operating income from newly acquired managed properties and an increase in rental income from two new leased properties (excluding straight-line adjustments for rental income) of approximately $19.4 million related to properties acquired during second half of 2011 through the end of 2012, (ii) an increase in net operating income from “same store” managed properties of approximately $9.7 million primarily relating to an increase in visitation and spending at our attractions properties, and (iii) an increase in MFFO contribution from unconsolidated entities of approximately $9.9 million primarily from our three senior housing ventures; offset by, (i) a reduction related to the transition of thirteen golf courses and two marinas properties from leases to managed structures whereby rent payments under leases in 2011 was $3.6 million more than net operating income under managed structures in 2012, (ii) a reduction in rental income of $0.9 million related to the 32 golf facilities as a result of lease modifications as well as the sale of four other golf facilities, and (iii) an increase in bad debt expense, interest expense and loan costs amortization and general and administrative expenses of approximately $15.6 million.

Total FFO and FFO per share was approximately $89.6 million and $82.1 million or $0.30 and $0.31 for the years ended December 31, 2011 and 2010, respectively. The increase in FFO is attributable primarily to a reduction in loan loss provision and loss on lease terminations of approximately $50.4 million offset by (i) a reduction in gain on extinguishment of debt of approximately $15.8 million, (ii) a reduction of rental income of approximately $38.1 million from the 17 attractions properties and one additional lifestyle property that were converted from a leased structure to a managed structure, offset by property net operating income of approximately $26.5 million, and (iii) an increase in interest expense and loan cost amortization resulting from the issuance of the senior notes during the second quarter, net of lower interest expense due as a result of debt repayments, of approximately $10.0 million. While FFO increased, the additional shares issued during the year relating to our common stock offering which ended in April 2011, our shares issued pursuant to our DRP and the proceeds from our senior unsecured notes caused dilution since the proceeds had not all been invested income-producing assets.

Total MFFO and MFFO per share was approximately $96.6 million and $98.6 million or $0.32 and $0.37 for the years ended December 31, 2011 and 2010, respectively. The decrease in MFFO for the year ended December 31, 2011 was principally due to a reduction in net operating income in 2011 compared to rent payments received of approximately $7.5 million on the 17 attractions properties and one lifestyle property that were transitioned from leased properties to managed properties, and an increase in interest expense and loan cost amortization resulting from the issuance of the senior notes during the second quarter, net of lower interest expense due as a result of debt repayments of approximately $10.0 million offset by a reduction in costs relating to the number of properties transitioned to managed properties of approximately $14.6 million.

Adjusted EBITDA

We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as net income (loss), less discontinued operations and other income, plus (i) interest expense, net, and loan cost amortization and

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(ii) depreciation and amortization, as further adjusted for the impact of equity in earnings (loss) of our unconsolidated entities, straight-line adjustments for leased properties and mortgages and other notes receivables, cash distributions from our unconsolidated entities and certain other non-recurring items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

Adjusted EBITDA has limitations as an analytical tool. Some of these limitations are:

• Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements;

• Adjusted EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

• Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.

Set forth below is a reconciliation of Adjusted EBITDA to net loss (in thousands):

	For the Year Ended December 31,
	2012			2011			2010
Net loss	$	(76,073	)	$	(69,610	)	$	(81,889	)
Discontinued operations		1,400			15,020			2,391
Interest and other (income) expense		(1,200	)		215			(2,673	)
Interest expense and loan cost amortization		68,595			60,117			49,919
Equity in earnings of unconsolidated entities (1)		(5,521	)		(1,022	)		(10,978	)
Loss (gain) on extinguishment of debt		4			566			(15,261	)
Depreciation and amortization		135,272			122,156			123,979
Loan loss provision		1,699			—			4,072
Loss on lease terminations		25,177			7,193			54,699
Impairment provision		—			3,199			24,838
Straight-line rent adjustments for leases and notes receivables (2)		(14,091	)		(20,997	)		(24,728	)
Cash distributions from unconsolidated entities (1)		40,188			25,891			12,691
Adjusted EBITDA	$	175,450		$	142,728		$	137,060

FOOTNOTES:

(1) Investments in our unconsolidated joint ventures are accounted for under the HLBV method of accounting. Under this method, we recognize income or loss based on the change in liquidating proceeds we would receive from a hypothetical liquidation of our investments based on depreciated book value. We adjust EBITDA for equity in earnings (loss) of our unconsolidated entities because we believe this is not reflective of the joint ventures’ operating performance or cash flows available for distributions to us. We believe cash distributions from our unconsolidated entities, exclusive of any financing transactions, are reflective of their operating performance and its impact to us and have been added back to adjusted EBITDA above.

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(2) We believe that adjusting for straight-line adjustments for leased properties and mortgages and other notes receivable is appropriate because they are non-cash adjustments.

Adjusted EBITDA was approximately $175.4 million as compared to approximately $142.7 million for the years ended December 31, 2012 and 2011, respectively. The increase in adjusted EBITDA was primarily attributable to (i) an increase in distributions from unconsolidated entities of approximately $14.3 million primarily from our three senior housing joint ventures, (ii) an increase in net cash received of $19.4 million from properties acquired during the second half of 2011 through end of 2012 and (iii) an increase in net operating income from our “same-store” managed properties of $9.7 million primarily relating to an increase in visitation and spending at our attractions properties; offset by (i) a reduction related to the transition of thirteen golf courses and two marinas properties from leases to managed structures whereby rent payments under leases in 2011 was $3.6 million more than net operating income under managed structures in 2012, (ii) a reduction in rental income of $0.9 million related to the 32 golf facilities as a result of lease modifications as well as the sale of four other golf facilities, and (iii) an increase in bad debt and general and administrative expense of approximately $7.2 million.

Adjusted EBITDA was approximately $142.7 million as compared to approximately $137.1 million for the years ended December 31, 2011 and 2010, respectively. Increase was primarily due to approximately $13.2 million increase in cash distributions from unconsolidated entities, offset by a reduction in net operating income in 2011 compared to rent payments received of approximately $7.5 million on the 17 attractions properties and one lifestyle property that were transitioned from leased properties to managed properties.

Off Balance Sheet and Other Arrangements

We have investments in unconsolidated entities that own and lease real estate: the Intrawest Ventures at 80.0%, the DMC Partnership at 82.0%, CNLSun I Venture at 60.0%, CNLSun II Venture at 70.0% and CNLSun III Venture at 67.9%. Our equity in earnings (loss) from unconsolidated entities for the years ended December 31, 2012, 2011 and 2010 contributed approximately $5.5 million, $1.0 million and $11.0 million, respectively, to our results of operations. The partnership agreements governing the allocation of cash flows from the entities provide for the annual payment of a preferred return on our invested capital and thereafter in accordance with specified residual sharing percentages. Below is a schedule of our unconsolidated entities and its outstanding debt (in thousands):

Unconsolidated Entity	Date of Loan Agreement	Maturity Date	Interest Rate			Principal Balance at December 31,
						2012		2011
Intrawest U.S. Venture	12/3/2004	6/1/2015		5.8	%	$	38,262	$	39,495
Intrawest Canadian Venture	12/3/2004	1/11/2015		5.8	%	$	35,440	$	24,228
DMC Partnership	8/2/2004	9/1/2014		6.0	%	$	122,531	$	125,578
DMC Partnership (1)	8/28/2012	9/1/2014		LIBOR + 2.55	%	$	12,897	$	12,955
CNLSun I Venture	1/10/2011	2/6/2014		6.8	%	$	434,940	$	434,940
CNLSun II Venture	6/8/2011	4/5/2014		LIBOR + 2.1	% (2)	$	104,549	$	104,549
CNLSun III Venture	10/12/2011	11/5/2018		4.8	% (3)	$	120,000	$	120,000

FOOTNOTE:

(1) In August 2012, one of the DMC Partnership’s loans with an outstanding principal balance of approximately $13.0 million matured and the DMC Partnership refinanced the loan with a new third-party lender.

In December 2012, in connection with existing purchase options held by Sunrise, our joint venture partner on our three senior housing ventures, we entered into an agreement with HCN as a result of a merger between HCN and Sunrise to sell our interests in the CNLSun I, CNLSun II and CNLSun III Ventures. The Joint Venture Dispositions was conditioned upon the merger of HCN with one of our co-venture partners, which was completed in January 2013.

In December 2012, the Intrawest Venture decided to sell its seven destination retail properties to third–party buyers. The properties are expected to be sold in 2013.

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In connection with the loans encumbering properties owned by our unconsolidated entities, if we engage in certain prohibited activities, we could become liable for the obligations of the unconsolidated entities which own the properties for certain enumerated recourse liabilities related to those entities and their properties. In the case of the borrowing for the resort village properties located in Canada, our obligations are such that we could become liable for the entire loan if we triggered a default due to bankruptcy or other similar events.

Commitments, Contingencies and Contractual Obligations

The following tables present our contractual obligations and contingent commitments and the related payments due by period as of December 31, 2012:

Contractual Obligations

	Payments Due by Period (in thousands)
	Less than 1 year		Years 1-3		Years 3-5		More than 5 years		Total
Mortgages and other notes payable (principal and interest) (1)	$	49,760	$	182,512	$	366,581	$	170,938	$	769,791
Senior notes (principal and interest)		28,750		57,500		57,500		433,685		577,435
Line of credit (Principal and interest) (1)		3,563		101,234		—		—		104,797
Obligations under capital leases		3,396		2,537		169		—		6,102
Obligations under operating leases (2)		14,039		28,078		27,757		219,534		289,408
Total	$	99,508	$	371,861	$	452,007	$	824,157	$	1,747,533

FOOTNOTES:

(1) This line item includes all third-party and seller financing obtained in connection with the acquisition of properties. Future interest payments on our variable rate debt and line of credit were estimated based on a 30-day LIBOR forward rate curve.

(2) This line item represents obligations under ground leases, concession holds and land permits of which the majority are paid by our third-party tenants on our behalf. Ground lease payments, concession holds and land permit fees are generally based on a percentage of gross revenue of the related property exceeding a certain threshold. The future obligations have been estimated based on current revenue levels projected over the term of the leases or permits.

Contingent Commitments

	Payments Due by Period (in thousands)
	Less than 1 year		Years 1-3		Years 3-5		More than 5 years		Total
Capital improvements (1)	$	4,979	$	4,500	$	—	$	—	$	9,479
Loan commitments (2)		89		—		—		—		89
Total	$	5,068	$	4,500	$	—	$	—	$	9,568

FOOTNOTES:

(1) We have committed to fund ongoing equipment replacements and other capital improvement projects on our existing properties through capital reserves set aside by us for this purpose and additional capital investment in the properties that will increase the lease basis and generate additional rental income.

(2) In July 2012, we committed to advance an additional $0.8 million under an existing construction loan made to one of our existing borrowers. The $0.8 million loan has a fixed annual interest rate of 10.0% with monthly payments of interest only and matures on September 30, 2022. As of December 31, 2012, we funded approximately $0.7 million.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate changes primarily as a result of long-term debt used to acquire properties, make loans and other permitted investments. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives, we expect to borrow and lend primarily at fixed rates or variable rates with the lowest margins available, and in some cases, with the ability to convert

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variable rates to fixed rates. With regard to variable rate financing, we will assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.

Our fixed rate mortgage and other notes receivable, which totaled $124.7 million and $124.4 million at December 31, 2012 and 2011, respectively, are subject to market risk to the extent that the stated interest rates vary from current market rates for borrowings under similar terms. The estimated fair value of the mortgage notes receivable was approximately $121.0 million and $120.3 million at December 31, 2012 and 2011, respectively.

The following is a schedule of our fixed and variable debt maturities for each of the next five years, and thereafter (in thousands):

	2013		2014		2015		2016		2017		Thereafter		Total		Fair Value
Fixed-rate debt	$	15,773	$	51,146	$	17,831	$	88,588	$	164,776	$	554,962	$	893,076	$	884,692
Variable-rate debt (2)		3,848		21,670		133,113		81,431		412		7,236		247,710		243,822	(1)
	$	19,621	$	72,816	$	150,944	$	170,019	$	165,188	$	562,198	$	1,140,786	$	1,128,514

	2013			2014			2015			2016			2017			Thereafter			Total
Weighted average fixed interest rate of maturities		5.94	%		8.27	%		6.06	%		6.29	%		6.02	%		6.51	%		6.48	%
Average interest rate on variable debt		LIBOR or			LIBOR or			LIBOR or			LIBOR +			LIBOR +			LIBOR +
		CDOR +			CDOR +			CDOR +			2.88	%(4)		2.88	%(4)		3.25	%(4)
		3.33	%		3.33	%		3.05	%

FOOTNOTES:

(1) The fair value of our fixed-rate debt was determined using discounted cash flows based on market interest rates as of December 31, 2012. We determined market rates through discussions with our existing lenders pricing our loans with similar terms and current rates and spreads.

(2) As of December 31, 2012, some of our variable-rate debt in mortgages and notes payable was hedged.

(3) The estimated fair value of our variable-rate debt was determined using discounted cash flows based on market interest rates as of December 31, 2012. We determined market rates through discussions with our existing lenders pricing our loans with similar terms and current rates and spreads.

(4) The 30-day CDOR rate was approximately 1.2% at December 31, 2012. The 30-day LIBOR rate was approximately 0.2% at December 31, 2012.

Management estimates that a hypothetical one-percentage point increase in LIBOR would have resulted in additional interest costs of approximately $0.5 million for the year ended December 31, 2012. This sensitivity analysis contains certain simplifying assumptions, and although it gives an indication of our exposure to changes in interest rates, it is not intended to predict future results and our actual results will likely vary.

We are exposed to foreign currency exchange rate fluctuations as a result of our direct ownership of one property in Canada which is leased to a third-party tenant. The lease payments we receive under the triple-net lease and debt service payments are denominated in Canadian dollars. Management does not believe this to be a significant risk or that currency fluctuations would result in a significant impact to our overall results of operations.

We are also indirectly exposed to foreign currency risk related to our investment in unconsolidated Canadian entities and interest rate risk from debt at our unconsolidated entities. However, we believe our risk of foreign exchange loss and exposure to credit and interest rate risks are mitigated as a result of our right to receive a preferred return on our investments in our unconsolidated entities. Our preferred returns as stated in the governing venture agreements are denominated in U.S. dollars.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

CONTENTS

	Pages
Report of Independent Registered Certified Public Accounting Firm		105
Financial Statements
Consolidated Balance Sheets		106
Consolidated Statements of Operations		107
Consolidated Statements of Comprehensive Losses		108
Consolidated Statements of Stockholders’ Equity		109
Consolidated Statements of Cash Flows		111
Notes to Consolidated Financial Statements		113

104

Report of Independent Registered Certified Public Accounting Firm

To the Board of Directors and Stockholders of

CNL Lifestyle Properties, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of CNL Lifestyle Properties, Inc. and its subsidiaries at December 31, 2012 and 2011, and the results of their operations, comprehensive losses and their cash flows for the years ended December 31, 2012, 2011 and 2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a) 2 present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Orlando, Florida

March 28, 2013

105

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands except per share data)

	December 31,
	2012			2011
ASSETS
Real estate investment properties, net (including $207,516 and $210,866 related to consolidated variable interest entities, respectively)	$	2,176,357		$	2,059,288
Investments in unconsolidated entities		287,339			318,158
Mortgages and other notes receivable, net		124,730			124,352
Deferred rent and lease incentives		109,507			94,981
Cash		73,224			162,839
Other assets		63,655			42,973
Restricted cash		40,316			37,877
Intangibles, net		35,457			30,937
Accounts and other receivables, net		21,700			19,681
Assets held for sale		5,743			2,863
Total Assets	$	2,938,028		$	2,893,949
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable (including $80,481 and $82,376 related to non-recourse debt of consolidated variable interest entities, respectively)	$	649,002		$	530,855
Senior notes, net of discount		394,100			393,782
Line of credit		95,000			—
Accounts payable and accrued expenses		40,064			32,158
Other liabilities		47,445			46,054
Due to affiliates		986			1,120
Total Liabilities		1,226,597			1,003,969
Commitments and contingencies (Note 18)
Stockholders’ equity:
Preferred stock, $.01 par value per share 200 million shares authorized and unissued		—			—
Excess shares, $.01 par value per share 120 million shares authorized and unissued		—			—
Common stock, $.01 par value per share
One billion shares authorized; 337,213 and 328,884 shares issued and 316,371 and 309,215 shares outstanding as of December 31, 2012 and 2011, respectively		3,164			3,092
Capital in excess of par value		2,803,346			2,743,972
Accumulated deficit		(149,446	)		(73,373	)
Accumulated distributions		(937,972	)		(774,259	)
Accumulated other comprehensive loss		(7,661	)		(9,452	)
Total Stockholders’ Equity		1,711,431			1,889,980
Total Liabilities and Stockholders’ Equity	$	2,938,028		$	2,893,949

See accompanying notes to consolidated financial statements.

106

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

	Year Ended December 31,
	2012			2011			2010
Revenues:
Rental income from operating leases	$	165,889		$	171,008		$	197,772
Property operating revenues		302,393			234,165			86,419
Interest income on mortgages and other notes receivable		12,997			12,963			15,832
Total revenues		481,279			418,136			300,023
Expenses:
Property operating expenses		241,381			196,035			78,616
Asset management fees to advisor		35,725			31,802			26,808
General and administrative		18,718			16,304			13,788
Ground lease and permit fees		14,482			14,575			12,506
Acquisition fees and costs		4,450			11,168			14,149
Other operating expenses		11,660			9,645			2,958
Bad debt expense		5,510			773			2,101
Loan loss provision		1,699			—			4,072
Impairment provision		—			3,199			24,838
Loss on lease terminations		25,177			7,193			54,699
Depreciation and amortization		135,272			122,156			123,979
Total expenses		494,074			412,850			358,514
Operating income (loss)		(12,795	)		5,286			(58,491	)
Other income (expense):
Interest and other income (expense)		1,200			(215	)		2,673
Interest expense and loan cost amortization		(68,595	)		(60,117	)		(49,919	)
Gain (loss) on extinguishment of debt		(4	)		(566	)		15,261
Equity in earnings of unconsolidated entities		5,521			1,022			10,978
Total other expense		(61,878	)		(59,876	)		(21,007	)
Loss from continuing operations		(74,673	)		(54,590	)		(79,498	)
Discontinued operations		(1,400	)		(15,020	)		(2,391	)
Net loss	$	(76,073	)	$	(69,610	)	$	(81,889	)
Loss per share of common stock (basic and diluted)
Continuing operations	$	(0.24	)	$	(0.18	)	$	(0.30	)
Discontinued operations		(0.00	)		(0.05	)		(0.01	)
	$	(0.24	)	$	(0.23	)	$	(0.31	)
Weighted average number of shares of common stock outstanding (basic and diluted)		312,309			302,250			263,516

See accompanying notes to consolidated financial statements.

107

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSES

(in thousands except per share data)

	Year Ended December 31,
	2012			2011			2010
Net loss	$	(76,073	)	$	(69,610	)	$	(81,889	)
Other comprehensive income (loss):
Foreign currency translation adjustments		531			(585	)		1,061
Changes in fair value of cash flow hedges:
Amortization of loss on termination of cash flow hedges		1,655			1,626			331
Unrealized loss arising during the period		(395	)		(4,856	)		(2,264	)
Total other comprehensive income (loss)		1,791			(3,815	)		(872	)
Total comprehensive loss	$	(74,282	)	$	(73,425	)	$	(82,761	)

See accompanying notes to consolidated financial statements.

108

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2012, 2011 and 2010

(in thousands except per share data)

	Common Stock						Capital in			Accumulated						Accumulated			Total
	Number			Par			Excess of			Earnings			Accumulated			Comprehensive			Stockholders’
	of Shares			Value			Par Value			(Deficit)			Distributions			Income (Loss)			Equity
Balance at December 31, 2009		247,710		$	2,477		$	2,195,251		$	78,126		$	(421,873	)	$	(4,765	)	$	1,849,216
Subscriptions received for common stock through public offering and reinvestment plan		41,066			411			406,019			—			—			—			406,430
Redemption of common stock		(4,089	)		(41	)		(40,355	)		—			—			—			(40,396	)
Stock issuance and offering costs		—			—			(37,510	)		—			—			—			(37,510	)
Net loss		—			—			—			(81,889	)		—			—			(81,889	)
Distributions, declared and paid ($0.6252 per share)		—			—			—			—			(163,939	)		—			(163,939	)
Foreign currency translation adjustment		—			—			—			—			—			1,061			1,061
Amortization of loss on termination of cash flow hedges		—			—			—			—			—			331			331
Current period adjustment to recognize changes in fair value of cash flow hedges, net of reclassifications (Note 12)		—			—			—			—			—			(2,264	)		(2,264	)
Balance at December 31, 2010		284,687		$	2,847		$	2,523,405		$	(3,763	)	$	(585,812	)	$	(5,637	)	$	1,931,040
Subscriptions received for common stock through public offering and reinvestment plan		27,585			276			270,775			—			—			—			271,051
Redemption of common stock		(3,057	)		(31	)		(29,969	)		—			—			—			(30,000	)
Stock issuance and offering costs								(20,239	)		—			—			—			(20,239	)
Net loss		—			—			—			(69,610	)		—			—			(69,610	)
Distributions, declared and paid ($0.6252 per share)		—			—			—			—			(188,447	)		—			(188,447	)
Foreign currency translation adjustment		—			—			—			—			—			(585	)		(585	)
Amortization of loss on termination of cash flow hedges		—			—			—			—			—			1,626			1,626
Current period adjustment to recognize changes in fair value of cash flow hedges, net of reclassifications (Note 12)		—			—			—			—			—			(4,856	)		(4,856	)
Balance at December 31, 2011		309,215		$	3,092		$	2,743,972		$	(73,373	)	$	(774,259	)	$	(9,452	)	$	1,889,980

See accompanying notes to consolidated financial statements.

109

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - CONTINUED

YEARS ENDED DECEMBER 31, 2012, 2011 and 2010

(in thousands except per share data)

	Common Stock						Capital in			Accumulated						Accumulated			Total
	Number			Par			Excess of			Earnings			Accumulated			Comprehensive			Stockholders’
	of Shares			Value			Par Value			(Deficit)			Distributions			Income (Loss)			Equity
Balance at December 31, 2011		309,215		$	3,092		$	2,743,972		$	(73,373	)	$	(774,259	)	$	(9,452	)	$	1,889,980
Subscriptions received for common stock through reinvestment plan		8,329			83			68,953			—			—			—			69,036
Redemption of common stock		(1,173	)		(11	)		(9,579	)		—			—			—			(9,590	)
Net loss		—			—			—			(76,073	)		—			—			(76,073	)
Distributions, declared and paid ($0.5252 per share)		—			—			—			—			(163,713	)		—			(163,713	)
Foreign currency translation adjustment		—			—			—			—			—			531			531
Amortization of loss on termination of cash flow hedges		—			—			—			—			—			1,655			1,655
Current period adjustment to recognize changes in fair value of cash flow hedges, net of reclassifications (Note 12)		—			—			—			—			—			(395	)		(395	)
Balance at December 31, 2012		316,371		$	3,164		$	2,803,346		$	(149,446	)	$	(937,972	)	$	(7,661	)	$	1,711,431

See accompanying notes to consolidated financial statements.

110

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2012			2011			2010
Operating activities:
Net loss	$	(76,073	)	$	(69,610	)	$	(81,889	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		144,112			131,053			134,190
Accretion of note origination costs		(40	)		(60	)		(72	)
Accretion and amortization of fair value measures		59			1,115			—
(Gain) loss on disposal of fixed assets		141			185			(265	)
Loss (gain) on extinguishment of debt		—			566			(15,261	)
Loss on retirement of above market lease		—			568			—
Amortization of terminated hedge		1,655			1,626			331
Reclassification of hedge loss from extinguishment of debt		—			—			2,006
Deferred interest received on mortgages and other notes receivable		—			—			2,814
Loss on lease termination		25,387			9,166			55,528
Impairment provision		680			16,870			26,880
Loan loss provision		1,699			—			4,072
Swap breakage payment		—			—			(9,256	)
Bad debt		5,510			749			2,315
Equity in earnings net of distributions from unconsolidated entities		31,223			13,245			1,712
Changes in assets and liabilities:
Other assets		(17,694	)		1,231			(26,254	)
Deferred rent and lease incentives		(36,663	)		(21,997	)		(24,530	)
Accounts and other receivables		(11,984	)		(3,441	)		2,829
Accounts payable, accrued expenses and other liabilities		8,895			4,855			3,784
Due to affiliates		(181	)		(3,057	)		842
Net cash provided by operating activities		76,726			83,064			79,776
Investing activities:
Acquisition of properties		(190,150	)		(149,692	)		(81,390	)
Capital expenditures		(69,675	)		(42,345	)		(59,140	)
Deposits on real estate investments		—			—			(11,220	)
Investments in and contributions to unconsolidated entities		(3,776	)		(191,397	)		—
Distributions from unconsolidated entities		3,445			11,624			—
Payment of contingent purchase consideration		—			—			(12,433	)
Issuance of mortgage loans receivable		(869	)		(5,760	)		(14,897	)
Principal payments received on mortgage loans receivable		4,790			9,473			38,614
Acquisition fees on mortgage notes receivable		—			(59	)		(461	)
Return of short term investments		—			—			8,000
Proceeds from sale of property		1,500			8,450			—
Proceeds from disposal of assets		70			104			590
Changes in restricted cash		(5,632	)		(13,406	)		(6,238	)
Net cash used in investing activities		(260,297	)		(373,008	)		(138,575	)

See accompanying notes to consolidated financial statements.

111

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS—CONTINUED

(in thousands)

	Year Ended December 31,
	2012			2011			2010
Financing activities:
Offering proceeds	$	—		$	187,555		$	333,346
Redemptions of common stock		(9,590	)		(30,000	)		(40,396	)
Distributions to stockholders, net of reinvestments		(94,677	)		(104,951	)		(90,855	)
Stock issuance costs		—			(21,213	)		(36,574	)
Borrowings under line of credit		170,000			—			58,000
Proceeds from mortgage loans and other notes payables		152,300			116,540			12,202
Proceeds from senior notes		—			396,996			—
Principal payments on line of credit		(75,000	)		(58,000	)		(99,483	)
Principal payments on mortgage loans and senior notes		(34,666	)		(204,800	)		(50,450	)
Principal payments on capital leases		(4,107	)		(3,967	)		(4,284	)
Payment of loan costs		(10,305	)		(25,662	)		(5,903	)
Net cash provided by financing activities		93,955			252,498			75,603
Effect of exchange rate fluctuation on cash		1			(232	)		138
Net increase (decrease) in cash		(89,615	)		(37,678	)		16,942
Cash at beginning of period		162,839			200,517			183,575
Cash at end of period	$	73,224		$	162,839		$	200,517
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	59,331		$	46,953		$	45,623
Supplemental disclosure of non-cash investing activities:
Amounts incurred but not paid (included in due to affiliates):
Offering and stock issuance costs	$	—		$	24		$	457
Assumption of capital leases	$	4,650		$	4,582		$	2,044
Capital expansion projects incurred but not paid	$	1,143		$	1,921		$	1,994
Loan loss provision on mortgages and other notes receivable	$	1,699		$	—		$	—
Changes in estimated contingent purchase price	$	—		$	747		$	1,500
Supplemental disclosure of non-cash financing activities:
Seller financing obtained in connection with acquisitions	$	—		$	—		$	13,983
Seller financing provided upon sale of real estate assets	$	—		$	12,544		$	—
Forgiveness from debt restructure	$	—		$	267		$	15,261

See accompanying notes to consolidated financial statements.

112

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

1. Organization and Nature of Business:

CNL Lifestyle Properties, Inc. (the “Company”), was organized in Maryland on August 11, 2003. The Company operates and has elected to be taxed as a real estate investment trust (a “REIT”) for federal income tax. Various wholly-owned subsidiaries have been and will be formed by the Company for the purpose of acquiring and owning direct or indirect interests in real estate. The Company generally invests in lifestyle properties in the United States that are primarily leased on a long-term (generally five to 20-years, plus multiple renewal options), triple-net or gross basis to tenants or operators that the Company considers to be industry leading. The Company also leases properties to taxable REIT subsidiary (“TRS”) tenants and engages independent third-party managers to operate those properties. In the event of certain tenant defaults, the Company has also engaged third-party managers to operate properties on its behalf until they are re-leased.

As of December 31, 2012, the Company owned 179 lifestyle properties directly and indirectly within the following asset classes: ski and mountain lifestyle, golf facilities, senior housing, attractions, marinas and additional lifestyle properties. Fifty of these 179 properties are owned through unconsolidated joint ventures and three are located in Canada. Although these are the asset classes in which the Company has invested and are most likely to invest in the future, it may acquire or invest in any type of property that it believes has the potential for long-term growth and income generation. The Company may also make or acquire loans (mortgage, mezzanine and other loans) or other permitted investments. As of December 31, 2012, the Company has fully invested its net offering proceeds but it anticipates continuing to raise capital through its distribution reinvestment plan (“DRP”) and will use such proceeds to make additional new investments and enhancements to its existing portfolio or other corporate purposes. Additionally, the Company may make selected dispositions and reinvest those proceeds in other income producing investment opportunities or other permitted investments in order to maximize the growth and value of its portfolio.

2. Significant Accounting Policies:

Principles of Consolidation and Basis of Presentation — The accompanying consolidated financial statements include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary, and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation.

In accordance with the guidance for the consolidation of VIEs, the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a variable interest entity (“VIE”). The Company’s analysis includes both quantitative and qualitative reviews. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements.

Allocation of Purchase Price for Real Estate Acquisitions — Upon the acquisition of real estate properties, the Company records the fair value of the land, buildings, equipment, intangible assets, including but not limited to in-place leases, origination costs and above or below market lease values, assumed liabilities and any contingent liabilities and any contingent purchase consideration at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair values are determined based on incorporating market participant assumptions, discounted cash flow models and the Company’s estimates reflecting the facts and circumstances of each acquisition. Acquisition fees and costs are expensed for acquisitions that are considered a business combination.

The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on the determination of the fair values of these assets.

113

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

2. Significant Accounting Policies (continued):

The purchase price is allocated to in-place lease intangibles based on management’s evaluation of the specific characteristics of the acquired lease. Factors considered include estimates of carrying costs during hypothetical expected lease up periods, including estimates of lost rental income during the expected lease up periods, and costs to execute similar leases such as leasing commissions, legal and other related expenses.

The Company may also enter into yield guarantees in connection with an acquisition, whereby the seller agrees to hold a portion of the purchase price in escrow that may be repaid to the Company in the event certain thresholds are not met. In calculating the estimated fair value of the yield guarantee, the Company considers information obtained about each property during the due diligence and budget process as well as discount rates to determine the fair value. The Company periodically evaluates the fair value of the yield guarantee and records any adjustments to the fair value as a component of other income (expense) in the consolidated statement of operations.

Depreciation and Amortization — Real estate costs related to the acquisition and improvement of properties are capitalized. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Real estate assets are stated at cost less accumulated depreciation, which is computed using the straight-line method of accounting over the estimated useful lives of the related assets. Buildings and improvements are depreciated over the lesser of 39 years or the remaining life of the ground lease including renewal options and leasehold and permit interests.

Amortization of intangible assets is computed using the straight-line method of accounting over the respective lease term or estimated useful life. The capitalized above-market or below-market lease intangible is amortized to rental income over the estimated remaining term of the respective leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs related to the lease would be written off. Intangible assets with indefinite lives are not amortized, and like all intangibles, are evaluated for impairment on an annual basis or upon a trigger event.

Investment in Unconsolidated Entities —The Company accounts for its investment in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not maintain a controlling financial interest over these entities. These investments are recorded initially at cost and subsequently adjusted for cash contributions, distributions and equity in earnings (loss) of the unconsolidated entities. Based on the respective venture structures and preferences the Company receives on distributions and liquidation, the Company records its equity in earnings of the entities under the hypothetical liquidation at book value (“HLBV”) method of accounting. Under this method, the Company recognizes income or loss in each period as if the net book value of the assets in the ventures were hypothetically liquidated at the end of each reporting period following the provisions of the joint venture agreements. In any given period, the Company could be recording more or less income than actual cash distributions received and more or less than what the Company may receive in the event of an actual liquidation. The Company’s investment in unconsolidated entities is accounted for as an asset acquisition in which acquisition fees and expenses are capitalized as part of the basis in the investment in unconsolidated entities. The acquisition fees and expenses create an outside basis difference that are allocated to the assets of the investee and, if assigned to depreciable or amortizable assets, the basis differences are then amortized as a component of equity in earnings (loss) of unconsolidated entities.

Acquisition Fees and Expenses — The Company incurs acquisition fees and expenses in connection with the selection and acquisition of properties, including expenses on properties it determines not to acquire. The Company immediately expenses all acquisition costs and fees associated with transactions deemed to be business combinations, but capitalizes these costs for transactions deemed to be acquisitions of an asset or equity method investment.

114

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

2. Significant Accounting Policies (continued):

Assets Held for Sale and Discontinued Operations — Assets that are classified as held for sale are recorded at the lower of their carrying value or fair value less costs to dispose. The Company classifies assets as held for sale once management has the authority to approve and commits to a plan to sell, the assets are available for immediate sale, an active program to locate a buyer and the sale of the assets are probable and transfer of the assets are expected to occur within one year. Upon the determination of the assets classified as held for sale or sold, the depreciation and amortization of the assets will terminate. The related operations of assets held for sale are reported as discontinued if such operations and cash flows can be clearly distinguished both operationally and financially from the ongoing operations, such operations and cash flows will be eliminated from ongoing operations once the disposal occurs, and if the Company will not have any significant continuing involvement subsequent to the sale.

Real Estate Impairments — The Company tests the recoverability of its directly-owned real estate whenever events or changes in circumstances indicate that the carrying value of those assets may be impaired. Factors that could trigger an impairment analysis include, among others: (i) significant other-than-temporary underperformance relative to historical or projected future operating results; (ii) significant changes in the manner of use or estimated holding period of the Company’s real estate assets or the strategy of its overall business; (iii) a significant increase in competition; (iv) a significant adverse change in legal factors or an adverse action or assessment by a regulator, which could affect the value of the Company’s real estate assets; or (v) significant other-than-temporary negative industry or economic trends. When such factors are present, the Company will assess potential impairment by comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted operating cash flows, the Company would recognize an impairment provision to adjust the carrying amount of the asset to the estimated fair value. Fair values are generally determined based on incorporating market participant assumptions, discounted cash flow models and the Company’s estimates reflecting the facts and circumstances of each acquisition.

For investments in unconsolidated entities, management will monitor on a continuous basis whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the investments in unconsolidated entities may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent an impairment has occurred, the loss would be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

The estimated fair values of unconsolidated entities are based upon a discounted cash flow model that includes all estimated cash inflows and outflows over the expected holding period. The capitalization rates and discounted rates utilized in the model are based upon rates that the Company believes to be within a reasonable range of current market rates for the underlying properties.

Mortgages and Other Notes Receivables — Mortgages and other notes receivable are stated at the principal amount outstanding, net of deferred loan origination costs or fees. Loan origination and other fees received by the Company in connection with making the loans are recorded as reduction of the note receivable and amortized into interest income, using the effective interest method, over the term of the loan. Acquisition fees and costs in connection with making the loans are capitalized and recorded as part of the mortgages and other notes receivable balance and amortized as a reduction of interest income over the term of the notes.

The Company evaluates mortgages and other notes receivable for impairment based on current information and events. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the note. Measurement of impairment is based on the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if the loan is collateral dependent. Upon measurement of impairment, the Company will record an allowance to reduce the carrying value of the loan accordingly and record a corresponding charge to net income (loss).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

2. Significant Accounting Policies (continued):

Cash — Cash consists of demand deposits at commercial banks. The Company also invests in cash equivalents consisting of highly liquid investments in money market funds with original maturities of three months or less during the year. As of December 31, 2012, cash deposits exceeded federally insured amounts. However, the Company has not experienced any losses on such accounts. Management continues to monitor third-party depository institutions that hold the Company’s cash, primarily with the goal of safety of principal and secondarily on maximizing yield on those funds. To that end, the Company has diversified its cash among several banking institutions in an attempt to minimize exposure to any one of these entities. Management has attempted to select institutions that it believes are strong based on an evaluation of their financial stability and exposure to poor performing assets.

Restricted Cash — Certain amounts of cash are restricted to fund capital expenditures for the Company’s real estate investment properties or represent certain tenant security deposits. The Company’s restricted cash balances as of December 31, 2012 and 2011 were approximately $40.3 million and $37.9 million, respectively.

Derivative Instruments and Hedging Activities — The Company utilizes derivative instruments to partially offset the effect of fluctuating interest rates on the cash flows associated with its variable-rate debt. The Company follows established risk management policies and procedures in its use of derivatives and does not enter into or hold derivatives for trading or speculative purposes. The Company records all derivative instruments on the balance sheet at fair value. On the date the Company enters into a derivative contract, the derivative is designated as a hedge of the exposure to variable cash flows of a forecasted transaction. The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently recognized in the statement of operations in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. Any ineffective portion of the gain or loss is reflected in interest expense in the statement of operations. As of December 31, 2012 and 2011, the Company’s hedges qualified as highly effective and, accordingly, all of the change in value is reflected in other comprehensive income (loss).

Fair Value of Financial Instruments — The estimated fair value of cash, accounts receivable, accounts payable and accrued expenses approximates carrying value as of December 31, 2012 and 2011, because of the liquid nature of the assets and relatively short maturities of the obligations. See Footnote 10. “Mortgages and other Notes Receivables” and Footnote 11. “Indebtedness” for the Company’s estimates of the fair value of its mortgages and other notes receivable and its indebtedness as of December 31, 2012 and 2011.

Deferred Financing Costs — Financing costs paid in connection with obtaining long-term debt are deferred and amortized over the life of the debt using the effective interest method. Amortization expense was approximately $7.1 million, $5.2 million and $3.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Foreign Currency Translation — The accounting records for the Company’s one consolidated foreign location, in Vancouver, British Columbia, are maintained in the local currency and revenues and expenses are translated using the average exchange rates during the period. Assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. The resulting translation adjustments are reflected in stockholders’ equity as a cumulative foreign currency translation adjustment, a component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in the accompanying consolidated statements of operations.

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DECEMBER 31, 2012

2. Significant Accounting Policies (continued):

Revenue Recognition — For properties subject to operating leases, rental revenue is recorded on a straight-line basis over the terms of the leases. Additional percentage rent that is due contingent upon tenant performance thresholds, such as gross revenues, is deferred until the underlying performance thresholds have been achieved. Property operating revenues from managed properties, which are not subject to leasing arrangements, are derived from room rentals, food and beverage sales, ski and spa operations, golf operations, membership dues, ticket sales, concessions, waterpark and themepark operations, resident rental fees, assistance services, and other service revenues. Such revenues, excluding membership dues, are recognized when rooms are occupied, when services have been performed, and when products are delivered. Membership dues are recognized ratably over the term of the membership period. For mortgages and other notes receivable, interest income is recognized on an accrual basis when earned, except for loans placed on non-accrual status, for which interest income is recognized when received. Any deferred portion of contractual interest is recognized on a straight-line basis over the term of the corresponding note. Loan origination fees charged and acquisition fees incurred in connection with the making of loans are recognized as interest income, and a reduction in interest income, respectively over the term of the notes.

Capital Improvement Reserve Income — The Company’s leases require the tenants to pay certain contractual amounts that are set aside by the Company for replacements of fixed assets and other improvements to the properties. These amounts are and will remain the property of the Company during and after the term of the lease. The amounts are recorded as capital improvement reserve income at the time that they are earned and are included in rental income from operating leases in the accompanying consolidated statements of operations. Capital Improvement reserve income was approximately $23.5 million, $22.7 million and $24.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Mortgages and Other Notes Payable — Mortgages and other notes payable are recorded at the stated principal amount and are generally collateralized by the Company’s lifestyle properties with monthly interest only and/or principal payments. A loan that is accounted for as a troubled debt restructure is recorded at the present value future cash payments, principal and interest, specified by the new terms. The Company may undergo a troubled debt restructuring if management determines that the underlying collateralized properties are not performing to meet debt service. In order to qualify as a troubled debt restructure the following must apply: (i) the underlying collateralized property value decreased as a result of the economic environment, (ii) transfer of asset (cash) to partially satisfy the loan has occurred and (iii) new loan terms decrease the effective interest rate and extend the maturity date. The difference between the future cash payments specified by the new terms and the carrying value immediately preceding the restructure is recorded as gain on extinguishment of debt.

Income Taxes — The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended and related regulations beginning with the year ended December 31, 2004. As a REIT, the Company generally is not subject to federal corporate income taxes provided it distributes at least 100% of its REIT taxable income and capital gains and meets certain other requirements for qualifying as a REIT. Subject to compliance with applicable tax law, certain properties may be operated using an eligible third-party manager. In those cases, taxable income from those operations may be subject to federal income tax. Management believes that the Company was organized and operated in a manner that enabled the Company to continue to qualify for treatment as a REIT for federal income tax purposes for the years ended December 31, 2012, 2011 and 2010.

Under the provisions of the Internal Revenue Code and applicable state laws, each TRS entity of the Company is subject to taxation of income on the profits and losses from its operations. The Company accounts for federal and state income taxes with respect to its TRS entities using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and respective tax bases and operating losses and tax-credit carry forwards.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

2. Significant Accounting Policies (continued):

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Earnings (loss) Per Share — Earnings (loss) per share is calculated based upon the weighted-average number of shares of common stock outstanding during the period.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant estimates and assumptions are made in connection with the allocation of purchase price and the analysis of real estate, equity method investments and impairments. Actual results could differ from those estimates.

Reclassifications — Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation with no effect on previously reported total assets and total liabilities, net loss or stockholders’ equity. The results of operations of the real estate properties that are classified as held for sale, along with properties sold during the period, are reflected in discontinued operations for all periods presented.

Segment Information — Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker currently evaluates the Company’s operations from a number of different operational perspectives including but not limited to a property-by-property basis and by tenant and operator. The Company derives all significant revenues from a single reportable operating segment of business, lifestyle real estate regardless of the type (ski, attractions, senior housing, etc.) or ownership structure (leased or managed). In addition, the Company evaluated each individual property and determined they were individually less than 10% of the combined revenue for the year ended December 31, 2012. Accordingly, the Company does not report segment information; nevertheless, management periodically evaluates whether the Company continues to have one single reportable segment of business.

Out of Period Adjustments — During the fourth quarter of 2012, the Company identified errors in the consolidated financial statements relating to prior years. The Company understated expenses related to the transition of certain properties from leased to managed structure which resulted in an understatement of loss on lease terminations by $1.6 million and an understatement of other operating expenses by $2.2 million. The Company concluded these adjustments were not material, individually or in the aggregate, to its results for this or any of the prior periods and, as such, the Company recorded out of period adjustments to increase its net loss during the fourth quarter of 2012 by $3.8 million.

Recent Accounting Pronouncements — In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (AOCI).” This update clarified the guidance in subtopic 220 and requires preparers to report, in one place, information about reclassifications out of AOCI. The ASU also requires companies to report changes in AOCI balances. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. This ASU impacts presentation only and, as such, will not have a material impact on the Company’s financial condition.

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles – Goodwill and Other (Topic 350).” This ASU provides an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired and to determine whether it should perform a quantitative impairment test. This ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this ASU did not have a material effect on the Company’s financial statements and disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

2. Significant Accounting Policies (continued):

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (Topic 210).” This ASU also serves to amend the disclosure requirements in FASB ASU 815, “Derivatives and Hedging.” This ASU will require companies to provide both net amounts (those that are offset) and gross information (as if amounts are not offset) in notes to the financial statements. This ASU is effective for interim and annual periods beginning after January 1, 2013. Because this ASU impacts presentation only, it will have no effect on the Company’s financial condition.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This ASU establishes a global standard for measuring amounts at fair value. The ASU is effective for the Company beginning the first quarter of 2012. The adoption of this ASU did not have a material impact on the Company’s financial statements and disclosures.

3. Acquisitions:

Consolidated Entities. During the year ended December 31, 2012, the Company acquired the following properties (in thousands):

		Date of	Purchase
Product/Description	Location	Acquisition	Price
Dogwood Forest of Alpharetta — One senior housing property	Georgia	4/30/2012	$	15,300
Dogwood Forest of Fayetteville — One senior housing property	Georgia	4/30/2012		12,900
Dogwood Forest of Gainesville — One senior housing property	Georgia	4/30/2012		38,800
Dogwood Forest of Eagles Landing — One senior housing property	Georgia	4/30/2012		12,800
Provision Living at Godfrey — One senior housing property	Illinois	5/7/2012		11,000
Amber Ridge Memory Care — One senior housing property	Illinois	6/29/2012		6,900
Amber Ridge Assisted Living — One senior housing property	Illinois	6/29/2012		3,600
The Lodge Assisted Living and Memory Care Community — One senior housing property	Nevada	6/29/2012		15,500
Rapids Waterpark — One attractions property	Florida	6/29/2012		51,850
Culpepper Place of Fayettteville —One senior housing property	Arkansas	11/30/2012		14,000
Dogwood Forest of Cumming—One senior housing property	Georgia	12/14/2012		7,500
			$	190,150

The ten senior housing properties are operated under management agreements with third-party management operators for a term of five to 10 years, with renewal options. The one attractions property is subject to a long-term triple-net lease for an initial term of 20 years with renewal options.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

3. Acquisitions (continued):

The following summarizes the allocation of the purchase price for the above properties and the estimated fair values of the assets acquired (in thousands):

	Total Purchase Price Allocation
Land and land improvements	$	30,099
Buildings		119,492
Equipment		26,398
In-place lease intangibles (1)		8,036
Trade name intangibles		4,434
Other assets		1,691
Net assets acquired	$	190,150

FOOTNOTE:

(1) The weighted-average amortization period for intangible in-place leases acquired was two years as of the date of acquisition.

The revenue and net operating income (loss) attributable to these newly acquired properties included in the Company’s consolidated statements of operations for the year ended December 31, 2012 were approximately $19.2 million and $(1.5) million, respectively.

The following table presents the unaudited pro forma results of operations of the Company as if each of the properties were acquired as of January 1, 2011 and owned during the years ended December 31, 2012 and 2011 (in thousands, except per share data):

	Unaudited
	Year Ended December 31,
	2012			2011
Revenues	$	497,260		$	449,792
Expenses (1)		507,059			443,008
Other expense		(61,878	)		(59,876	)
Net loss	$	(71,677	)	$	(53,092	)
Loss per share of common stock (basic and diluted)	$	(0.23	)	$	(0.18	)
Weighted average number of shares of common stock outstanding (basic and diluted)		312,309			302,250

FOOTNOTE:

(1) The pro formas for the year ended December 31, 2012, were adjusted to exclude approximately $1.6 million of acquisition related expenses incurred in 2012. The pro forma for the year ended December 31, 2011, were adjusted to include these charges.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

3. Acquisitions (continued):

During the year ended December 31, 2011, the Company acquired the following properties (in thousands):

		Date of	Purchase
Product/Description	Location	Acquisition	Price
The Omni Mount Washington Resort—	New Hampshire	8/12/2011	$	10,500
One golf facility, resort amenities and development land
Culpepper Place at Branson Meadows—	Missouri	8/31/2011		9,850
One senior housing property
Culpepper Place at Chesterfield Village—	Missouri	8/31/2011		12,200
One senior housing property
Culpepper Place of Nevada—	Missouri	8/31/2011		425
One senior housing property
Culpepper Place of Springdale—	Arkansas	8/31/2011		8,850
One senior housing property
Culpepper Place of Springfield—	Missouri	8/31/2011		7,725
One senior housing property
Culpepper Place of Jonesboro—	Arkansas	8/31/2011		7,950
One senior housing property
Town Center Village—	Oregon	8/31/2011		40,967
One senior housing property
Stevens Pass Mountain Resort—	Washington	11/17/2011		20,475
One ski and mountain lifestyle property
Grand Victorian of Pekin—	Illinois	12/29/2011		9,930
One senior housing property
Grand Victorian of Sterling—	Illinois	12/29/2011		9,700
One senior housing property
Grand Victorian of Washington—	Illinois	12/29/2011		11,120
One senior housing property
			$	149,692

The senior housing properties are operated under management agreements with third-party management operators for a term of five to 10 years, with renewal options. The ski and mountain lifestyle property is subject to a long-term triple-net lease with renewal options. The golf facility, resort amenities and development land were additional asset acquisitions at the Company’s Mount Washington Resort and as such are included under that management agreement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

3. Acquisitions (continued):

The following summarizes the allocation of the purchase price for the above properties and the estimated fair values of the assets acquired (in thousands):

	Total Purchase Price Allocation
Land and land improvements	$	18,209
Leasehold interests and improvements		13,084
Buildings		104,351
Equipment		6,376
Intangibles – in-place leases (1)		7,672
Net assets acquired	$	149,692

FOOTNOTE:

(1) The weighted-average amortization period for intangible in-place leases acquired was 2.5 years.

The rental income and net operating income attributable to these newly acquired properties included in the Company’s consolidated statements of operations for the year ended December 31, 2011 were approximately $0.6 million and $2.4 million, respectively.

The following table presents unaudited pro forma results attributable to newly acquired properties as if:

• the Company owned each of the 2011 acquired properties as of January 1, 2010,

• the Company owned each of the 2010 acquired properties as of January 1, 2009, and

• the Company wholly-owned and consolidated the Great Wolf property, as of January 1, 2009 (in thousands, except per share data):

	Year Ended December 31,
	2011			2010			2009
Revenues	$	448,152		$	344,144		$	285,353
Net loss	$	(54,065	)	$	(79,018	)	$	(17,144	)
Loss per share of common stock (basic and diluted)	$	(0.18	)	$	(0.30	)	$	(0.07	)
Weighted average number of shares of common stock outstanding (basic and diluted)		302,250			263,516			235,873

4. Real Estate Investment Properties, net:

As of December 31, 2012 and 2011, real estate investment properties consisted of the following (in thousands):

	2012			2011
Land and land improvements	$	1,052,350		$	1,012,132
Leasehold interests and improvements		316,419			314,334
Buildings		847,940			718,470
Equipment		609,647			536,935
Less: accumulated depreciation and amortization		(649,999	)		(522,583	)
Total	$	2,176,357		$	2,059,288

For the years ended December 31, 2012, 2011 and 2010, the Company had depreciation and amortization expenses of approximately $129.0 million, $120.3 million and $122.6 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

4. Real Estate Investment Properties, net (continued):

Real Estate Impairment. The Company tests the recoverability of its directly-owned real estate whenever events or changes in circumstances indicate that the carrying value of those assets may be impaired. The Company evaluates its carrying value of the properties for impairment based on the weighted analysis of the estimated undiscounted cash flows under the potential scenarios and the holding periods. As a result of the financial difficulties of a tenant in the Company’s golf sector and a decline in rental income for certain marina properties, the Company evaluated the carrying value of the properties for impairment and determined that the carrying value of some of the properties was not recoverable. As such, for the year ended December 31, 2011, the Company recorded an impairment provision of approximately $3.2 million on one golf facility. In addition, included in discontinued operations in 2011, the Company recorded an impairment provision of approximately $13.7 million on five golf facilities classified as assets held for sale. See Note 7. “Discontinued Operations” for additional information.

During 2010, the Company’s management determined that the property level performance of two waterpark hotel properties was not recovering as originally anticipated and that it was no longer in its best interest to fund debt service on the non-recourse loans encumbering the properties without a modification of the terms. Due to these circumstances, the Company evaluated the carrying values of the properties for impairment and determined that the carrying value of the assets were not recoverable. As such, for the year ended December 31, 2010, the Company recorded an impairment provision of approximately $24.8 million. In addition, included in discontinued operations in 2010, the Company recorded an impairment provision of approximately $2.0 million on one golf facility where the carrying value was deemed not fully recoverable.

The Company did not record any impairment provision for the year ended December 31, 2012.

Real Estate Sales. During the year ended December 31, 2012, the Company completed the sale of three golf facilities for approximately $1.5 million and recorded a gain of approximately $0.4 million on one golf facility. During the year ended December 31, 2011, the Company completed the sale of three attractions properties and one golf facility for approximately $21.0 million and recorded a gain of approximately $1.2 million on one attractions property. The gain from the sale of the properties has been recorded as a component of discontinued operations in the accompanying consolidated statements of operations for each respective period. In connection with the sale of two attractions properties, the Company received approximately $12.5 million in notes, which are collateralized by the properties. In connection with the sales of these properties, no gain or loss was recorded.

5. Assets Held for Sale:

As of December 31, 2012 and 2011, the Company classified four properties as assets held for sale which consists for the following (in thousands):

	2012		2011
Land and land improvements	$	2,874	$	1,412
Leasehold interests and improvements		2,157		1,253
Equipment		712		198
Total	$	5,743	$	2,863

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

6. Intangible Assets, net:

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of December 31, 2012 and 2011 are as follows (in thousands):

Intangible Assets	Gross Carrying Amount		Accumulated Amortization			2012 Net Book Value
In-place leases	$	29,921	$	(9,742	)	$	20,179
Trade name		10,798		(1,535	)		9,263
Trade name		6,015		—			6,015
Total	$	46,734	$	(11,277	)	$	35,457

Intangible Assets	Gross Carrying Amount		Accumulated Amortization			2011 Net Book Value
In-place leases	$	24,538	$	(4,699	)	$	19,839
Trade name		10,798		(1,281	)		9,517
Trade name		1,581		—			1,581
Total	$	36,917	$	(5,980	)	$	30,937

Amortization expense was approximately $6.3 million, $1.9 million and $1.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. The Company wrote off approximately $2.5 million, $0.2 million and $5.5 million of in-place lease intangibles related to lease terminations for the years ended December 31, 2012, 2011 and 2010, respectively, which are included as part of loss on lease terminations in the accompanying consolidated statements of operations.

The estimated future amortization expense for the Company’s finite-lived intangible assets, as of December 31, 2012 is as follows (in thousands):

2013	$	7,347
2014		4,538
2015		1,244
2016		995
2017		992
Thereafter		14,326
Total	$	29,442

7. Operating Leases:

As of December 31, 2012, the Company leased 73 properties under long-term, triple-net leases to third-parties. The following is a schedule of future minimum lease payments to be received under the non-cancellable operating leases with third-parties at December 31, 2012 excluding properties that the Company classified as assets held for sale (in thousands):

2013	$	121,196
2014		123,965
2015		126,810
2016		128,892
2017		130,010
Thereafter		1,359,716
Total	$	1,990,589

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

7. Operating Leases (continued):

Under a triple-net lease, the tenant is responsible for paying percentage rent and capital improvement reserve rent. Capital improvement reserves are generally based on a percentage of gross revenue of the property and are set aside by the Company for capital improvements including replacements, from time to time, of furniture, fixtures and equipment. Percentage rent is generally based on a percentage of gross revenue after it exceeds a certain threshold. Total percentage rent recorded was approximately $1.9 million, $1.3 million and $1.0 million the years ended December 31, 2012, 2011 and 2010, respectively. Capital improvement reserve revenues are generally based on a percentage of gross revenue at the property and totaled approximately $23.5 million, $22.7 million and $24.2 million for the years ended December 31, 2012, 2011 and 2010, respectively. In addition, substantially all of the property expenses are required to be paid directly by the tenants, including real estate taxes which the tenants pay directly to the taxing authorities. The total annualized property taxes assessed on these properties, and paid directly by tenants, were approximately $12.7 million, $12.3 million and $17.7 million, for the years ended December 31, 2012, 2011 and 2010, respectively.

8. Discontinued Operations:

The Company classified the revenues and expenses related to all real estate properties sold and all real estate properties considered as assets held for sales which were not accounted for under the equity method of accounting as of December 31, 2012, as discontinued operations in the accompanying consolidated statements of operations. The following table is a summary of earnings (loss) from discontinued operations for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	2012			2011			2010
Revenues	$	2,067		$	4,654		$	4,405
Expenses		(2,802	)		(5,816	)		(1,814	)
Depreciation and amortization		(285	)		(929	)		(2,244	)
Impairment provision		(670	)		(13,671	)		(2,042	)
Operating loss		(1,690	)		(15,762	)		(1,695	)
Total other income (expense)		290			742			(696	)
Discontinued operations	$	(1,400	)	$	(15,020	)	$	(2,391	)

9. Variable Interest and Unconsolidated Entities:

Consolidated VIEs - The Company has five wholly-owned subsidiaries, designed as single property entities to own and lease their respective properties to single tenant operators, which are VIEs due to potential future buy-out options held by the respective tenants. Three tenants’ buy-out options were exercisable as of December 31, 2012 and are exercisable through March 2026, the date of lease expiration. At December 31, 2012, the tenants have not elected to exercise the buy-out options. The remaining two buy-out options become exercisable in 2014. In addition, two other entities that hold the properties in which service providers have a significant variable interest were also determined to be VIEs. The Company determined it is the primary beneficiary and holds a controlling financial interest in each of these entities due to the Company’s power to direct the activities that most significantly impact the economic performance of the entities, as well as its obligation to absorb the losses and its right to receive benefits from these entities that could potentially be significant to these entities. As such, the transactions and accounts of these VIEs are included in the accompanying consolidated financial statements. At December 31, 2012, the Company had no changes to its five wholly-owned subsidiaries that were determined to be VIEs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

9. Variable Interest and Unconsolidated Entities (continued):

The aggregate carrying amount and major classifications of the consolidated assets that can be used to settle obligations of the VIEs and liabilities of the consolidated VIEs that are non-recourse to the Company are as follows (in thousands):

	December 31,
	2012		2011
Assets
Real estate investment properties, net	$	207,516	$	210,866
Other assets	$	39,618	$	31,319
Liabilities
Mortgages and other notes payable	$	80,481	$	82,376
Other liabilities	$	15,806	$	17,225

The Company’s maximum exposure to loss as a result of its involvement with these VIEs is limited to its net investment in these entities which totaled approximately $150.8 million and $142.6 million as of December 31, 2012 and 2011, respectively. The Company’s exposure is limited because of the non-recourse nature of the borrowings of the VIEs.

Unconsolidated Entities - The Company also holds ownership in five ventures, the DMC Partnership, the Intrawest Venture, CNLSun I Venture, CNLSun II Venture and CNLSun III Venture. Of these, the Intrawest Venture was deemed a VIE in which the Company is not the primary beneficiary. While several significant decisions are shared between the Company and its joint venture partners, the Company does not direct the activities that most significantly impact the venture’s performance and has not consolidated the activities of the venture. The Company’s maximum exposure to loss as a result of its interest in the Intrawest Venture is primarily limited to the carrying amount of its investment in the venture, which totaled approximately $23.5 million and $30.4 million as of December 31, 2012 and 2011, respectively.

In December 2012, in connection with an existing purchase option held by Sunrise Living Investments, Inc. (“Sunrise”) the Company’s venture partner on its three senior housing ventures, the Company entered into an agreement with Health Care REIT, Inc. (“HCN”), as result of a potential merger by HCN with Sunrise. Under the agreement, HCN and Sunrise will purchase the Company’s interests in the CNLSun I, CNLSun II and CNLSun III Ventures for an aggregate purchase price of approximately $198.5 million subject to adjustment based on the closing date and actual cash flow distribution (the “Joint Venture Dispositions”). The Joint Venture Dispositions was conditioned upon the merger of HCN with Sunrise, which was completed in January 2013. The Company expects the sale of these three ventures to close in mid-2013. For the years ended December 31, 2012 and 2011, the Company recorded aggregate equity in earnings (loss) of approximately $0.8 million and $(10.6) million, respectively, and received aggregate cash distributions of $26.1 million and $11.6 million, respectively, from CNLSun I, CNLSun II and CNLSun III Ventures. The Company did not own these three joint ventures during 2010.

In December 2012, the venture decided to sell seven destination retail properties held through the Intrawest Venture to third–party buyers. The properties are expected to be sold in 2013.

In August 2012, one of the DMC Partnership’s loans with an outstanding principal balance of approximately $13.0 million matured and the DMC Partnership refinanced the loan with a new third-party lender. The new loan bears interest at 30-day LIBOR plus 2.55% and matures on September 1, 2014.

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DECEMBER 31, 2012

9. Variable Interest and Unconsolidated Entities (continued):

The following tables present financial information for the Company’s unconsolidated entities for the years ended December 31, 2012, 2011 and 2010 and as of December 31, 2012 and 2011 (in thousands):

Summarized operating data:

	Year Ended December 31, 2012
	DMC Partnership			Intrawest Venture			CNLSun I Venture			CNLSun II Venture			CNLSun III Venture			Total
Revenue	$	27,858		$	—		$	137,897		$	37,301		$	43,087		$	246,143
Property operating expenses		(2,963	)		—			(87,910	)		(27,525	)		(29,131	)		(147,529	)
Depreciation and amortization		(9,040	)		—			(23,154	)		(4,991	)		(6,457	)		(43,642	)
Interest expense		(8,260	)		—			(32,615	)		(4,899	)		(5,858	)		(51,632	)
Interest and other income-(expense)		28			—			372			(368	)		28			60
Income (loss) from continuing operations		7,623			—			(5,410	)		(482	)		1,669			3,400
Discontinued Operations (5)		—			(5,568	)		—			—			—			(5,568	)
Net income (loss)	$	7,623		$	(5,568	)	$	(5,410	)	$	(482	)	$	1,669		$	(2,168	)
Loss allocable to other venture partners (1)	$	(1,810	)	$	(1,564	)(6)	$	(7,084	)	$	(407	)	$	(1,346	)	$	(12,210	)
Income (loss) allocable to the Company (1)		9,433			(4,004	)		1,674			(75	)		3,015			10,043
Amortization of capitalized costs		(471	)		(234	)		(2,610	)		(862	)		(345	)		(4,522	)
Equity in earnings (loss) of unconsolidated entities	$	8,962		$	(4,238	)	$	(936	)	$	(937	)	$	2,670		$	5,521
Distributions declared to the Company	$	11,345		$	3,096		$	15,709		$	5,094	(3)	$	7,776	(3)	$	43,020
Distributions received by the Company	$	11,353		$	2,725		$	15,665		$	5,189	(3)	$	5,256	(3)	$	40,188

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

9. Variable Interest and Unconsolidated Entities (continued):

Summarized operating data:

	Year Ended December 31, 2011
	DMC Partnership			Intrawest Venture			CNLSun I Venture  (2)			CNLSun II Venture (2)			CNLSun III Venture (2)			Total
Revenue	$	27,481		$	—		$	127,479		$	14,439		$	9,297		$	178,696
Property operating expenses		(738	)		—			(86,554	)		(10,276	)		(7,938	)		(105,506	)
Depreciation and amortization		(8,935	)		—			(23,419	)		(2,255	)		(1,570	)		(36,179	)
Interest expense		(8,499	)		—			(31,728	)		(2,121	)		(1,367	)		(43,715	)
Interest and other income (expense)		29			—			(5,702	)		(899	)		(240	)		(6,812	)
Income (loss) from continuing operations		9,338			—			(19,924	)		(1,112	)		(1,818	)		(13,516	)
Discontinued Operations		—			(723	)		—			—			—			(723	)
Net income (loss)	$	9,338		$	(723	)	$	(19,924	)	$	(1,112	)	$	(1,818	)	$	(14,239	)
Loss allocable to other venture partners (1)	$	(1,954	)	$	(1,733	)(6)	$	(14,021	)	$	(333	)	$	(837	)	$	(18,878	)
Income (loss) allocable to the Company (1)		11,292			1,010			(5,903	)		(779	)		(981	)		4,639
Amortization of capitalized costs		(487	)		(234	)		(2,501	)		(323	)		(72	)		(3,617	)
Equity in earnings (loss) of unconsolidated entities	$	10,805		$	776		$	(8,404	)	$	(1,102	)	$	(1,053	)	$	1,022
Distributions declared to the Company	$	11,292		$	3,163		$	15,127		$	1,028		$	785		$	31,395
Distributions received by the Company	$	11,422		$	2,845		$	11,218		$	406		$	—		$	25,891

	Year Ended December 31, 2010
	DMC Partnership			Intrawest Venture			Total
Revenue	$	27,476		$	—		$	27,476
Property operating expenses		(549	)		—			(549	)
Depreciation and amortization		(8,654	)		—			(8,654	)
Interest expense		(8,702	)		—			(8,702	)
Interest and other income		37			—			37
Income (loss) from continuing operations		9,608			—			9,608
Discontinued Operations		—			(1,096	)		(1,096	)
Net income (loss)	$	9,608		$	(1,096	)	$	8,512
Loss allocable to other venture partners (1)	$	(1,655	)	$	(1,533	)(6)	$	(3,188	)
Income allocable to the Company (1)		11,263			437			11,700
Amortization of capitalized costs		(488	)		(234	)		(722	)
Equity in earnings of unconsolidated entities	$	10,775		$	203		$	10,978
Distributions declared to the Company	$	11,263		$	1,579		$	12,842
Distributions received by the Company	$	11,112		$	1,579		$	12,691

FOOTNOTES:

(1) Income is allocated between the Company and its partners using the HLBV method of accounting.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

9. Variable Interest and Unconsolidated Entities (continued):

(2) Represents operating data from the date of acquisition through the end of period presented.

(3) Includes approximately $3.7 million and $3.3 million in distributions representing the Company’s respective preferred return on CNLSun II and CNLSun III ventures, respectively, in accordance with the venture agreements and approximately $1.5 million and $1.9 million in return of capital on CNLSun II and CNLSun III ventures, respectively, for the year ended December 31, 2012.

(4) During the year ended December 31, 2012, the DMC Partnership incurred approximately $2.3 million in acquisition costs relating to a potential acquisition that was ultimately not pursued.

(5) In connection with the proposed sale, the venture performed an impairment analysis and determined that the carrying value of one of the Intrawest Venture properties was higher than the expected net sales proceeds. As such the Company recorded an impairment provision of approximately $4.5 million which is included as part of discontinued operations for the year ended December 31, 2012.

(6) This amount represents the venture partner’s portion of interest expense on a loan which the partners made to the venture. These amounts are treated as distributions for purposes of the HLBV calculation.

Summarized balance sheet data

	As of December 31, 2012
	DMC			Intrawest			CNLSun I			CNLSun II			CNLSun III
	Partnership			Venture			Venture			Venture			Venture			Total
Real estate assets, net	$	236,200		$	—		$	593,745		$	122,171		$	162,668		$	1,114,784
Asset held for sale		—			84,278			—			—			—			84,278
Other assets		12,410			14,174			30,807			5,644			10,528			73,563
Mortgages and other notes payable		135,428			73,702			434,940			104,549			120,000			868,619
Other liabilities		5,089			15,459			20,173			6,096			10,668			57,485
Partners’ capital		108,093			9,291			169,439			17,170			42,528			346,521
Carrying amount of investment (1)		107,641			23,506			108,334			13,660			34,198			287,339
Company’s ownership percentage (1)		82.0	%		80.0	%		60.0	%		70.0	%		67.9	%

	As of December 31, 2011
	DMC			Intrawest			CNLSun I			CNLSun II			CNLSun III
	Partnership			Venture			Venture			Venture			Venture			Total
Real estate assets, net	$	241,606		$	90,748		$	614,548		$	126,488		$	164,642		$	1,238,032
Other assets		13,277			13,705			31,374			7,642			10,592			76,590
Mortgages and other notes payable		138,533			74,823			434,940			104,549			120,000			872,845
Other liabilities		4,633			12,746			21,258			4,586			5,693			48,916
Partners’ capital		111,717			16,884			189,724			24,995			49,541			392,861
Carrying amount of investment (1)		108,101			30,415			123,072			19,785			36,785			318,158
Company’s ownership percentage (1)		82.0	%		80.0	%		60.0	%		70.0	%		67.9	%

FOOTNOTE:

(1) As of December 31, 2012 and 2011, the Company’s share of partners’ capital determined under HLBV was approximately $265.3 million and $294.5 million, respectively, and the total difference between the carrying amount of the investment and the Company’s share of partners’ capital determined under HLBV was approximately $22.0 million and $23.6 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

9. Variable Interest and Unconsolidated Entities (continued):

The Company’s maximum exposure to loss is primarily limited to the carrying amount of its investment in each of the unconsolidated entities. The unconsolidated entities have debt obligations totaling approximately $868.6 million and $872.8 million as of December 31, 2012 and 2011, respectively. If the Company engages in certain prohibited activities, there are circumstances which could trigger an obligation on the part of the Company with respect to a portion of this debt.

10. Mortgages and Other Notes Receivable, net:

As of December 31, 2012 and 2011, mortgages and other notes receivable consisted of the following (in thousands):

Borrower (Description of Collateral Property)	Date of Loan Agreement(s)		Maturity Date		Interest Rate			Accrued Interest		Loan Principal Balance as of December 31,
										2012			2011
Big Sky Resort (one ski resort) (3)		9/23/2008		9/1/2014		12.0	%	$	680	$	68,000		$	68,000
CMR Properties, LLC and CM Resort, LLC (one ski property) (2)		6/15/2010		9/30/2022		9.0% - 11.0%			765		16,537			15,670
Boyne USA, Inc. (four ski resorts) (3)		8/10/2009		9/1/2014		6.3% - 15.0%			3,392		18,081			18,173
Evergreen Alliance Golf Limited, L.P. (1)		11/12/2010		12/31/2016		LIBOR + 4.0	%		190		5,911			5,902
PARC Myrtle Waves, LLC (one attractions property)		2/10/2011		2/10/2021		7.5	%		225		9,000			9,000
Grand Prix Tampa, LLC (one attractions property)		7/31/2011		7/31/2016		8.5	%		49		3,490			3,530
Total								$	5,301	$	121,019		$	120,275
Accrued interest										$	5,301		$	3,364
Acquisition fees, net											109			753
Loan origination fees, net											—			(40	)
Loan loss provision (1)											(1,699	)		—
Total carrying amount										$	124,730		$	124,352

FOOTNOTES:

(1) In April 2012, the Company restructured a $6 million outstanding working capital line of credit receivable with a borrower that was having financial difficulties into a $6 million term loan. As part of the restructure, the Company reduced the interest rate from a fixed rate of 11% per annum to a rate of LIBOR plus 4% per annum and extended the maturity date from November 2013 to December 2016, with no payments of principal or interest required until January 2014. The borrower has an option to extend the maturity date to December 2021, subject to certain terms and conditions. The Company recorded a loan loss provision under this troubled debt restructure of approximately $1.7 million representing the difference between the expected future cash flows discounted at the original loan’s effective interest rate and the net carrying value of the loan. Additionally, as part of the restructure, any percentage rent received for certain of the golf facilities will be used to reduce the term loan until it is paid in full. As of December 31, 2012, percentage rent of approximately $0.1 million was recorded as a reduction to the term loan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

10. Mortgages and Other Notes Receivable, net (continued):

(2) In July 2012, the Company committed to advance an additional $0.8 million to one of its existing borrowers for property-related improvements. The $0.8 million loan has a fixed annual interest rate of 10.0% with monthly payments of interest only and matures on September 30, 2022. Concurrently, the Company extended the maturity of the existing borrower’s two other loans to be co-terminus with the $0.8 million loan from September 30, 2017 to September 30, 2022. As of December 31, 2012, the Company has funded approximately $0.7 million.

(3) In August 2012, the Company granted a two year extension on two of its existing loans, where the borrowers are affiliated, that matured in September 2012 with a new maturity date of September 1, 2014. All other terms of the loan remained substantially the same with the exception of no prepayment fees with 90 days notice.

The estimated fair market value of the Company’s mortgages and other notes receivable was approximately $121.0 million and $120.3 million as of December 31, 2012 and 2011, respectively, based on discounted cash flows for each individual instrument based on market interest rates as of December 31, 2012 and 2011, respectively. Because this methodology includes inputs that are not observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage and other notes receivable is categorized as Level 3 on the three-level valuation hierarchy. The fair value of accounts and other receivables approximates the carrying value as of December 31, 2012 and 2011 because of the relatively short maturities of the obligations.

As of December 31, 2012 and 2011, the Company had two outstanding loans to unrelated VIEs totaling approximately $16.5 million and $15.7 million, respectively, which represents the Company’s maximum exposure to loss related to these investments. The Company determined it is not the primary beneficiary of the VIEs because it does not have the ability to direct the activities that most significantly impact the economic performance of the entities.

The following is a schedule of future principal maturities for all mortgages and other notes receivable (in thousands):

2013	$	52
2014		86,133
2015		57
2016		11,133
2017		110
Thereafter		23,534
Total	$	121,019

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

11. Indebtedness:

Mortgages and Other Notes Payable - As of December 31, 2012 and 2011, the Company had the following indebtedness (in thousands):

				Principal Balance as of December 31,
	Collateral & Approximate Carrying Value of Collateral at December 31, 2012	Interest Rate	Maturity Date	2012		2011
Variable rate debt:
Mortgage debt	1 multi-family residential property, $93.5 million	30 day LIBOR + 1.3% (1)	1/2/2016	$	62,856	$	64,664
Mortgage debt	1 hotel property, $78.7 million	30 day LIBOR + 3.0% (1)	8/28/2016		25,000		25,000
Mortgage debt	1 ski and mountain lifestyle property, $22.3 million	30 day LIBOR + 3.3% (1)	9/1/2019		9,070		9,376
Mortgage debt	1 ski and mountain lifestyle property, $36.9 million	CDOR + 3.8% (1)	11/30/2014		18,434		18,585
Mortgage debt	1 ski and mountain lifestyle property, $34.7 million	30 day LIBOR + 4.5% (1)	12/31/2015		16,350		17,250
Mortgage debt	1 attractions property, $50.6 million	30 day LIBOR + 3.0% (1)	11/30/2015		21,000		—
		Total variable rate debt		$	152,710	$	134,875
Fixed rate debt:
Mortgage debt	1 golf property, $7.6 million	7.3%	3/1/2016		5,418		5,543
Mortgage debt	19 golf properties and 1 sky lift attraction property, $214.4 million	6.1%	2/5/2017		88,146		91,114
Mortgage debt	7 senior housing properties, $96.7 million	4.35% - 4.5%	10/15/2018		60,631		52,808
Mortgage debt	1 attractions lifestyle property, $31.2 million	6.8%	9/28/2016		19,639		19,950

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

11. Indebtedness (continued):

					Principal Balance as of December 31,
	Collateral & Approximate Carrying Value of Collateral at December 31, 2012	Interest Rate	Maturity Date		2012			2011
Fixed rate debt (continued):
Mortgage debt	5 ski and mountain lifestyle properties, $197.0 million	6.1%		4/5/2017		92,003			95,922
Mortgage debt	2 hotel properties, $58.2 million(4)	6.1%		3/1/2016		50,635			53,168
Mortgage debt	3 marina properties, $37.9 million	6.3% - 6.5%		9/1/2016 – 12/1/2016		12,560			13,107
Mortgage debt	3 Senior Housing properties, $28.3 million	4.4% (2)		10/5/2018		17,205			—
Mortgage debt	1 Ski and mountain resort lifestyle property, $19.9 million	6.0% (2)		4/5/2017		13,036			—
Mortgage debt	1 attraction property, $112.3 million	6.0%		4/30/2018		44,552			—
Mortgage debt	4 Senior Housing properties, $75.9 million	3.79%		7/1/2019		46,499			—
Seller financing	3 ski and mountain lifestyle properties, $110.3 million	8.0% - 9.5%		12/31/2014		34,600			52,000
Mortgage debt	1 attractions property, $25.2 million	6.1% - 6.4%		11/1/2023 – 4/1/2025		11,602			12,661
Senior notes	$1,088.5 million(3)	7.3%		4/15/2019		396,550			396,550
				Total fixed rate debt	$	893,076		$	792,823
				Total debt	$	1,045,786		$	927,698
				Discount		(2,684	)		(3,061	)
				Total	$	1,043,102		$	924,637

FOOTNOTES:

(1) The 30-day LIBOR rate was approximately 0.2% and 0.3% as of December 31, 2012 and 2011, respectively. The 30-day CDOR rate was approximately 1.2% as of December 31, 2012 and 2011.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

11. Indebtedness (continued):

The Company has entered into interest rate swaps for these variable rate debts. See Note 12. “Derivative instruments and Hedging Activities” for additional information.

(2) These loans are cross-collateralized with the collateral of two of the Company’s existing loans, which resulted in an extension of maturity to year 2017.

(3) In April 2011, the Company issued $400.0 million senior notes which are guaranteed by certain of its lifestyle properties. See “Item 2 – Properties” for additional information.

(4) In October 2011, the Company completed a troubled debt restructure of its non-recourse mortgage loan encumbering two waterpark hotel properties with an original outstanding principal balance of approximately $61.9 million. Under the terms of the restructure the Company agreed to make an investment of approximately $10.5 million (“Additional GW Investment”) of which approximately $5.7 million was used to pay down the original principal and approximately $4.8 million is reserve for capital improvements. Under a troubled debt restructure, the debt is recorded at an amount equal to the total cash payments, including both principal and interest, under the new terms. The $53.2 million in the table above as of December 31, 2011 represents the total cash payments under the new debt. In connection with the restructuring, the Company recorded loss on extinguishment of debt of approximately $1.0 million primarily related to legal costs incurred in connection with the troubled debt restructure, which has been included in the accompanying consolidated statements of operations.

The Company received a three-year extension on the maturity of the debt to March 1, 2016. The lender agreed to forgive $14.0 million in principal and converted $7.2 million in principal to the right to receive payments subject to future performance of the properties. Monthly interest-only payments on $35.0 million in principal at the rate of 6.08% are payable through August 1, 2012 at which time the loan will be subject to a 25-year period amortization.

Payments on the $7.2 million contingent principal will have an interest rate of 6.1% and is subordinate to the Company first receiving an amount equal to $8.8 million of the Additional GW Investment plus a return of 9.0%. Once this occurs the lender will have the right to receive 50.0% of the net cash flows from the properties as defined in the agreement. At maturity, the lender will have the opportunity to receive any unpaid portion of the $7.2 million contingent principal plus interest based on the appraised value at that time.

Senior Notes - On April 5, 2011, the Company issued $400.0 million in senior notes (the “Senior Notes”), which were sold at an offering price of 99.249% of par value, resulting in net proceeds to the Company of approximately $388.0 million, net of transaction costs. Approximately $210.1 million in proceeds from the Senior Notes was used to refinance existing indebtedness including the pay-down of the Company’s line of credit. The remaining proceeds has been, and will be used, for acquisitions of additional properties and general corporate purposes. The Senior Notes mature on April 15, 2019, and bear interest at a rate of 7.25% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year beginning on October 15, 2011. The senior notes were sold at a discount with an effective rate of 7.389%.

The terms of the indenture governing the Senior Notes, among other things, place certain limitations on the Company’s and certain of its subsidiaries, ability to (i) transfer and sell assets; (ii) pay dividends or make certain distributions, buy subordinated indebtedness or securities or make certain other restricted payments; (iii) incur or guarantee additional indebtedness or issue preferred stock; (iv) incur dividend or other payment restrictions affecting restricted subsidiaries; (v) merge, consolidate or sell all or substantially all of the Company’s assets; (vi) enter into certain transactions with affiliates; or (vii) engage in business other than a business that is the same or similar to the Company’s current business or a reasonably related extension thereof. These covenants are subject to a number of limitations and exceptions that are described in the indenture. Additionally, the indenture require the Company to maintain, at all times, total unencumbered assets of not less than 150% of the aggregate principal amount of our consolidated unsecured indebtedness. As of December 31, 2012, the Company was in compliance with the Senior Notes covenants.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

11. Indebtedness (continued):

At any time prior to April 15, 2014, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the senior notes at a redemption price equal to 107.3% of the principal amount. At any time prior to April 15, 2015, the Company may redeem all or part of the senior notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem some or all of the senior notes on or after April 15, 2015, at redemption prices set forth in the indenture, together with accrued and unpaid interest.

On October 4, 2011, the Company repurchased, at a discount, the face value of approximately $3.5 million and recorded approximately $0.6 million in gain, reducing its liability in the senior notes.

Line of Credit - In August 2012, the Company refinanced its revolving line of credit with a new revolving credit facility with total borrowing capacity of $125.0 million, of which $95.0 million was drawn as of December 31, 2012. The new revolving credit facility bears interest (a) between LIBOR plus 3.0% and LIBOR plus 3.75% or (b) between a base rate (the greater of the prime rate and the federal funds rate) plus 2.0% and a base rate plus 2.75%; both LIBOR and base rate pricing are contingent upon certain leverage ratios. The new revolving credit facility matures in August 2015 and is collateralized by certain of the Company’s lifestyle properties. The facility contains customary affirmative financial covenants and ratios including fixed charge coverage ratio, leverage ratio, interest coverage ratio and debt to total asset ratio. As of December 31, 2012, the Company was in compliance with the aforementioned financial covenants and ratios.

The following is a schedule of future principal payments and maturities for all indebtedness (in thousands):

2013	$	19,621
2014		72,816
2015		150,944
2016		170,018
2017		165,189
Thereafter		562,198
Total	$	1,140,786

As of December 31, 2012, four of the Company’s loans require it to meet certain customary financial covenants and ratios including fixed charge coverage ratio, leverage ratio, interest coverage ratio and debt to total asset ratio, with which the Company was in compliance. The Company’s other long-term borrowings are not subject to any significant financial covenants.

The estimated fair values of mortgages and other notes payable and the line of credit are based on rates and spreads the Company would expect to obtain for similar borrowings with similar loan terms. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage notes payable is categorized as Level 3 on the three-level valuation hierarchy. The estimated fair values of the senior notes are determined based on prices traded for similar or identical instruments in active or inactive markets and is categorized as level 2 on the three-level valuation hierarchy. The estimated fair value of accounts payable and accrued expenses approximates the carrying value as of December 31, 2012 and 2011 because of the relatively short maturities of the obligations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

11. Indebtedness (continued):

The following table summarizes the carrying value and the estimated fair value of the Company’s indebtedness (in thousands).

	As of December 31,
	2012				2011
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Mortgages and other notes payable (level 3)	$	649,002	$	647,869	$	530,855	$	450,091
Line of credit (level 3)		95,000		95,000		—		—
Senior notes (level 2)		394,100		385,645		393,782		396,996
Total		1,138,102		1,128,514		924,637		847,087

12. Derivative Instruments and Hedging Activities:

The Company utilizes derivative instruments to offset partially the effect of fluctuating interest rates on the cash flows associated with its variable-rate debt. The Company follows established risk management policies and procedures in its use of derivatives and does not enter into or hold derivatives for trading or speculative purposes. The Company records all derivative instruments on its balance sheet at fair value. On the date the Company enters into a derivative contract, the derivative is designated as a hedge of the exposure to variable cash flows of a forecasted transaction. The effective portion of

the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently recognized in the statements of operations in the periods in which earnings are impacted by the variability of the cash flows

of the hedged item. Any ineffective portion of the gain or loss is reflected in interest expense in the statements of operations.

The Company has five interest rate swaps that were designated as cash flow hedges of interest payments from their inception. The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2012 and 2011, which are included in other liabilities in the accompanying consolidated balance sheets (in thousands):

												Fair Value Liability December 31,
Notional Amount			Strike (1)			Credit Spread (1)			Trade Date		Maturity Date	2012			2011
$	62,856			1.9	%		1.3	%		12/6/10	1/2/16	$	(2,423	)	$	(2,129	)
$	9,070			3.6	%		3.3	%		9/28/09	9/1/19	$	(1,238	)	$	(1,136	)
$	18,434	(2)		2.7	% (2)		3.8	%		12/1/09	12/1/14	$	(460	)	$	(796	)
$	16,350			2.2	%		4.5	%		1/13/11	12/31/15	$	(761	)	$	(762	)
$	25,000			1.3	%		3.0	%		8/30/11	8/28/16	$	(716	)	$	(361	)

FOOTNOTES:

(1) The strike rate does not include the credit spread on each of the notional amounts.

(2) The Company swapped the interest rate on its $20.0 million loan denominated in Canadian dollars to a fixed interest rate of 6.4%. The notional amount has been converted from Canadian dollars to U.S. dollars at an exchange rate of 1.00 and 0.98 Canadian dollars for $1.00 U.S. dollar on December 31, 2012 and 2011, respectively.

As of December 31, 2012, the Company’s hedges qualified as highly effective and, accordingly, all of the change in value is reflected in other comprehensive income (loss). Determining fair value and testing effectiveness of these financial instruments requires management to make certain estimates and judgments. Changes in assumptions could have a positive or negative impact on the estimated fair values and measured effectiveness of such instruments could, in turn, impact the Company’s results of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

13. Fair Value Measurements:

The Company is making an accounting policy election to use the exception in ASU 820-10-35-18D with respect to measuring fair value of a group of financial assets and financial liabilities entered into with a particular counterparty, where the Company reports the net exposure to the credit risk of that counterparty.

The Company has four investment properties that were classified as assets held for sale and carried at fair value as of December 31, 2012. The Level 3 unobservable inputs used in determining the fair value of the real estate properties include, but are not limited to, management’s estimated cash flows over various holding periods, discounted using a range of estimated capitalization rates and estimated net sales prices from third party offers.

The Company’s derivative instruments are valued primarily based on inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, volatilities, and credit risks) and are classified as Level 2 in the fair value hierarchy. The valuation of derivative instruments also includes a credit value adjustment which is a Level 3 input. However, the impact of the assumption is not significant to its overall valuation calculation, and therefore the Company considers its derivative instruments to be classified as Level 2. The fair value of such instruments is included in other liabilities in the accompanying unaudited condensed consolidated balance sheets.

The following tables show the fair value of the Company’s financial assets and liabilities carried at fair value as of December 31, 2012 and 2011, as follows (in thousands):

	Fair Value Measurement as of December 31, 2012		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	5,743	$	—	$	—	$	5,743
Liabilities:
Derivative instruments	$	5,598	$	—	$	5,598	$	—
	Fair Value Measurement as of December 31, 2011		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	2,863	$	—	$	—	$	2,863
Liabilities:
Derivative instruments	$	5,184	$	—	$	5,184	$	—

The following information details the changes in the fair value measurements using significant unobservable inputs on a non-recurring basis (Level 3) for the year ended December 31, 2012 (in thousands):

Balance at January 1, 2012	$	2,863
Additional properties classified as assets held for sale		4,745
Adjustment to impairment provision		(670	)
Fair value of properties sold		(1,195	)
Balance as of December 31, 2012	$	5,743

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

14. Income Taxes:

As of December 31, 2012 and 2011, the Company recorded net current and long-term deferred tax assets related to depreciation differences, deferred income, and net operating losses at its TRS subsidiaries and properties under foreclosure elections as a result of certain tenant defaults and lease terminations. Because there are no historical earnings and no certainty that such deferred tax assets will be available to offset future tax liabilities, the Company has established a full valuation allowance as of December 31, 2012 and 2011. The components of the deferred taxes recognized in the accompanying consolidated balance sheets at December 31, 2012 and 2011 are as follows (in thousands):

	Year Ended December 31,
	2012			2011
Net operating losses	$	94,096		$	81,848
Book/tax differences in deferred income		2,101			1,539
Book/tax differences in acquired assets		(47,739	)		(42,557	)
Total deferred tax asset		48,458			40,830
Valuation allowance		48,458			40,830
	$	—		$	—

The Company’s TRS subsidiaries had net operating loss carry-forwards for federal and state purposes of approximately $231.2 million and $198.6 million as of December 31, 2012 and 2011, respectively, to offset future taxable income. The estimated net operating loss carry-forwards will expire as follows:

Expiration Year	Net Operating Loss
2025	$	1,600
2026	$	5,600
2027	$	26,700
2028	$	44,900
2029	$	48,000
2030	$	39,700
2031	$	32,100
2032	$	32,600

The tax years 2010-2012 remain subject to examination by taxing authorities. The Company analyzed its material tax positions and determined that it has not taken any uncertain tax positions. In addition, the Company has determined that no significant differences exist between the total income tax expense or benefit and the amount computed by applying the statutory federal income rate to its TRS income before taxes without record to the impact of the valuation allowance.

15. Related Party Arrangements:

In 2011, the Company entered into an advisory agreement with CNL Lifestyle Advisor Corporation (the “Advisor”). The terms of this agreement are similar to the terms of the advisory agreement the Company had with its former advisor, CNL Lifestyle Company, LLC. The individuals who served as officers of the former advisor and directors of its managing member served in those capacities with the Advisor at the inception of the new agreement. Certain directors and officers of the Company hold similar positions with the Advisor and CNL Securities Corp., the managing dealer of the Company’s common stock offerings (the “Managing Dealer”).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

15. Related Party Arrangements (continued):

For the years ended December 31, 2012, 2011 and 2010, the Advisor and former advisor collectively earned fees and incurred reimbursable expenses as follows (in thousands):

	Year Ended December 31,
	2012		2011		2010
Acquisition fees: (1)
Acquisition fees from offering proceeds	$	1,785	$	7,244	$	10,990
Acquisition fees from debt proceeds		5,235		22,009		1,535
Total		7,020		29,253		12,525
Asset management fees: (2)		35,725		31,802		26,808
Reimbursable expenses: (3)
Offering costs		—		1,251		3,706
Acquisition costs		409		378		226
Operating expenses		8,002		11,419		9,254
Total		8,411		13,048		13,186
Total fees earned and reimbursable expenses	$	51,156	$	74,103	$	52,519

FOOTNOTES:

(1) Acquisition fees are paid for services in connection with the selection, purchase, development or construction of real property. The fees are generally equal to 3.0% of gross offering proceeds from the sale of the Company’s common stock including proceeds from shares sold under its Reinvestment Plan, and 3.0% of loan proceeds in connection with the incurrence of indebtedness, including the Company’s pro-rata share of joint venture indebtedness.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

15. Related Party Arrangements (continued):

(2) Asset management fees are equal to 0.08334% per month of the Company’s real estate asset value, which is generally the amount actually paid or allocated to the purchase, development, construction or improvement of a property, and the outstanding principal amount of any mortgage note receivable as of the end of the preceding month.

(3) The Advisor and its affiliates are entitled to reimbursement of certain expenses incurred on behalf of the Company in connection with the Company’s organization, offering, acquisitions, and operating activities. Pursuant to the advisory agreement, the Company will not reimburse the Advisor for any amount by which total operating expenses paid or incurred by the Company exceed the greater of 2.0% of average invested assets or 25.0% of net income (the “Expense Cap”) in any expense year, as defined in the advisory agreement. For the expense years ended December 31, 2012, 2011 and 2010, operating expenses did not exceed the Expense Cap.

The Managing Dealer received fees and compensation in connection with the Company’s third and final public offering of common stock, which was completed on April 9, 2011. For the years ended December 31, 2012, 2011 and 2010, the Company incurred the following fees to related parties in connection with shares sold in that offering (in thousands):

	Year Ended December 31,
	2012		2011		2010
Selling commissions	$	—	$	12,855	$	23,141
Marketing support fee and due diligence expense reimbursements		—		5,520		9,931
Total	$	—	$	18,375	$	33,072

Amounts due to affiliates for fees and expenses described above are as follows (in thousands):

	As of December 31,
	2012		2011
Due to the Advisor and its affiliates:
Offering expenses	$	—	$	24
Asset management fees		14		—
Operating expenses		509		619
Acquisition fees and expenses		463		477
Total	$	986	$	1,120

The Company also maintains accounts at a bank in which the Company’s chairman and vice-chairman serve as directors. The Company had deposits at that bank of approximately $5.5 million and $4.4 million as of December 31, 2012 and December 31, 2011, respectively.

16. Stockholders’ Equity:

Distribution Reinvestment Plan —In 2011 the Company completed its final offering and filed a registration statement on Form S-3 under the Security Exchange Act of 1933, as amended, to register the sale of up to an additional $250 million (26.3 million shares of common stock at $9.50 per share) under its Distribution Reinvestment Plan (“DRP”). In accordance with the DRP, in the event that the Company’s Board of Directors determines a new estimated fair value of its common stock, shares of the Company’s common stock would thereafter be sold pursuant to the DRP at a price determined by the Board of Directors, which price shall not be less than 95% of the estimated fair value of a share of the Company’s common stock. On August 1, 2012, in order to comply with requirements that became applicable once the Company completed its offerings, the Company’s Board of Directors determined its estimated net asset value (“NAV”) per share was $7.31. Accordingly, effective August 9, 2012, under the DRP, beginning with reinvestments made after August 9, 2012, and until the Company announces a new price, the DRP shares will be offered at $6.95 per share, which represents a 5% discount to the new estimated fair value of $7.31 per share. For the year ended December 31, 2012, the Company received aggregate proceeds of approximately $69.0 million (representing 8.3 million shares) through its DRP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

16. Stockholders’ Equity (continued):

Distributions- In order to qualify as a REIT for federal income tax purposes, the Company must, among other things, make distributions each taxable year equal to at least 90.0% of its REIT taxable income. The Company intends to make regular distributions, and the Board of Directors currently intends to declare and pay distributions on a quarterly basis. For the years ended December 31, 2012, 2011 and 2010, the Company declared and paid distributions of approximately $163.7 million ($0.5252 per share), $188.4 million ($0.6252 per share) and $163.9 million ($0.6252 per share), respectively.

For the years ended December 31, 2012, 2011 and 2010, approximately 0.0%, 0.0% and 0.3%, respectively, of the distributions paid to the stockholders were considered taxable income and approximately 100.0%, 100.0% and 99.7%, respectively, were considered a return of capital for federal income tax purposes, respectively. No amounts distributed to stockholders for the years ended December 31, 2012, 2011 and 2010 were required to be or have been treated as a return of capital for purposes of calculating the stockholders’ return on their invested capital as described in the advisory agreement.

Redemption of Shares —The Company redeems shares pursuant to its redemption plan, which is designed to provide eligible stockholders with limited interim liquidity by enabling them to sell shares back to the Company prior to any listing of its shares. There is currently a sizable backlog and a waiting list for redemption requests and stockholders will likely wait a long period of time to have their shares redeemed, if ever.

Beginning in the second fiscal quarter of 2010, the Company’s Board of Directors determined that redemptions under its DRP would be limited to $7.5 million per calendar quarter. Effective for the first quarter of 2012, the Company’s Board of Directors approved redemptions of up to $1.75 million per calendar quarter. For shareholders redeemed prior to August 1, 2012, the redemption price per share was a percentage of the offering price; and the applicable percentage was based on the number of years the stockholder held the shares as of the date of the redemption request (the “Redemption Percentage”).

On August 9, 2012, the Company’s Board determined that the estimated NAV per share was $7.31. The Company executed the Third Amended and Restated Redemption Plan (the “Redemption Plan”) to revise the redemption price so that for those shares redeemed after August 1, 2012, the redemption price per share would be based on the applicable Redemption Percentage of the Company’s estimated value per share on the date the redemption was effected. Pursuant to the DRP, shareholders may not request redemption of less than 25% of their shares.

In addition, on August 9, 2012, the Board of Directors approved an increase of the redemption amount to the lesser of (i) $3.0 million per calendar quarter or (ii) the amount of aggregate proceeds available under the Company’s DRP, effective as of the third quarter of 2012.

The following details the Company’s redemptions for the years ended December 31, 2012 and 2011 (in thousands except per share data).

	First			Second			Third			Fourth			Full Year
2012 Quarters
Requests in queue		6,419			7,763			8,512			8,856			6,419
Redemptions requested		1,574			1,010			1,064			1,535			5,183
Shares redeemed:
Prior period requests		(4	)		(177	)		(245	)		(98	)		(524	)
Current period request		(172	)		—			(158	)		(319	)		(649	)
Adjustments (1)		(54	)		(84	)		(317	)		(248	)		(703	)
Pending redemption requests (2)		7,763			8,512			8,856			9,726			9,726
Average price paid per share	$	9.92		$	9.92		$	7.31		$	7.30		$	8.06

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

16. Stockholders’ Equity (continued):

	First			Second			Third			Fourth			Full Year
2011 Quarters
Requests in queue		3,595			4,036			5,328			6,016			3,595
Redemptions requested		1,227			2,133			1,475			1,170			6,005
Shares redeemed:
Prior period requests		(631	)		(500	)		(503	)		(609	)		(2,243	)
Current period request		(135	)		(256	)		(265	)		(158	)		(814	)
Adjustments (1)		(20	)		(85	)		(19	)		0			(124	)
Pending redemption requests (2)		4,036			5,328			6,016			6,419			6,419
Average price paid per share	$	9.79		$	9.83		$	9.83		$	9.80		$	9.81

FOOTNOTES:

(1) This amount represents redemption request cancellations and other adjustments.

(2) Requests that are not fulfilled in whole during a particular quarter will be redeemed on a pro rata basis to the extent funds are made available pursuant to the redemption plan.

17. Concentrations of Risk:

As of December 31, 2012 and 2011 and for the three years ended through December 31, 2012, the Company had the following tenants that individually accounted for 10.0% or more of its aggregate total revenues or assets.

Tenant	Number and Type of Leased Properties	Percentage of Total Revenues									Percentage of Total Assets
		2012			2011			2010			2012			2011
PARC Management, LLC (“PARC”)	n/a (1)		n/a	(1)		n/a	(1)		11.0	%		n/a	(1)		n/a	(1)
Boyne USA, Inc. (“Boyne”)	7 ski and mountain lifestyle properties		8.6	%		9.6	%		12.6	%		7.6	%		7.9	%
Evergreen Alliance Golf Limited, L.P.	32 golf facilities (2)		4.9	%		8.3	%		12.1	%		10.1	%		12.3	%

FOOTNOTES:

(1) In 2011, the Company transitioned all of its properties previously leased to PARC to new third-party managers and PARC is no longer a tenant of the Company.

(2) On November 9, 2011, the Company’s Board of Directors approved the sale of five golf properties and the transition of seven other properties to new third-party managers to be operated for a period of time. As of December 31, 2012, the Company completed the sale of four properties with the remaining one property to be sold in 2013 and transitioned all seven properties. The percentages above include the one property classified as assets held for sale.

Additionally, the Company made loans to PARC, Boyne and EAGLE that together generated interest income totaling approximately $11.3 million or 2.3%, $11.6 million or 2.8% and $11.4 million or 3.8% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

Failure of any of these tenants to pay contractual lease or interest payments could significantly impact the Company’s results of operations and cash flows from operations which, in turn would impact its ability to pay debt service and make distributions to stockholders.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

17. Concentrations of Risk (continued):

The Company’s real estate investment portfolio is geographically diversified with properties in 34 states and Canada. The Company owns ski and mountain lifestyle properties in eight states and Canada with a majority of those properties located in the northeast, California and Canada. The Company’s golf properties are located in 15 states with a majority of those facilities located in “Sun Belt” states. The Company’s attractions properties are located in 13 states with a majority located in the Southern and Western United States.

18. Commitments and Contingencies:

The Company has commitments under ground leases and land permit fees. Ground lease payments and land permit fees are generally based on a percentage of gross revenue of the underlying property over certain thresholds. For properties that are subject to leasing arrangements, ground leases and permit fees are paid by the tenants in accordance with the terms of the triple-net leases with those tenants. These fees and expenses were approximately $14.5 million, $14.6 million and $12.5 million for the years ended December 31, 2012, 2011 and 2010, respectively, and have been reflected as ground lease, concession hold and permit fees with a corresponding increase in rental income from operating leases in the accompanying consolidated statements of operations.

The following is a schedule of future obligations under ground leases and land permits (in thousands):

2013	$	14,039
2014		14,039
2015		14,039
2016		13,890
2017		13,867
Thereafter		219,534
Total	$	289,408

From time to time the Company may be exposed to litigation arising from operations of its business in the ordinary course of business. Management is not aware of any litigation that it believes will have a material adverse impact on the Company’s financial condition or results of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

19. Selected Quarterly Financial Data (Unaudited):

The following table presents selected unaudited quarterly financial data for the years ended December 31, 2012 and 2011 (in thousands except per share data):

	First			Second			Third			Fourth (2)			Full Year
2012 Quarters
Total revenues	$	89,384		$	120,267		$	175,390		$	96,238		$	481,279
Operating income (loss)		(9,098	)		(5,858	)		39,782			(37,621	)		(12,795	)
Equity in earnings of unconsolidated entities		1,231			2,277			2,266			(253	)		5,521
Income (loss) from continuing operations		(24,101	)		(20,268	)		23,899			(54,203	)		(74,673	)
Discontinued operations (1)		(642	)		326			(286	)		(798	)		(1,400	)
Net income (loss)		(24,743	)		(19,942	)		23,613			(55,001	)		(76,073	)
Weighted average number of shares outstanding (basic and diluted)		309,235			311,860			313,250			314,858			312,309
Earnings (loss) per share of common stock (basic and diluted)	$	(0.08	)	$	(0.06	)	$	0.08		$	(0.17	)	$	(0.24	)

	First			Second			Third			Fourth			Full Year
2011 Quarters
Total revenues	$	81,671		$	105,030		$	153,913		$	77,522		$	418,136
Operating income (loss)		(5,433	)		(736	)		28,201			(16,746	)		5,286
Equity in earnings of unconsolidated entities		(3,866	)		2,161			926			1,801			1,022
Income (loss) from continuing operations		(20,673	)		(15,640	)		12,394			(30,671	)		(54,590	)
Discontinued operations (2)		43			(93	)		(13,633	)		(1,337	)		(15,020	)
Net income (loss)		(20,630	)		(15,733	)		(1,239	)		(32,008	)		(69,610	)
Weighted average number of shares outstanding (basic and diluted)		290,079			304,595			306,344			307,776			302,250
Earnings (loss) per share of common stock (basic and diluted)	$	(0.07	)	$	(0.05	)	$	(0.00	)	$	(0.10	)	$	(0.23	)

FOOTNOTES:

(1) The Company classified certain properties as assets held for sale and reclassified the results related to those properties to discontinued operations for all periods presented.

(2) Includes impact from out of period adjustments as described above. See “Footnote 2 – Significant Accounting Policies” for additional information.

20. Supplemental Consolidating Financial Statements:

The Company had issued senior obligations which are guaranteed by certain of the Company’s consolidated subsidiaries (the “Guarantor Subsidiaries”). The guarantees are joint and several, full and unconditional.

In June 2012, the Company revised the classification of intercompany financing with its consolidated subsidiaries on its consolidated statements of cash flows to present them correctly as cash flows from investing activities. These amounts were previously classified as cash flows from financing activities. The Company has determined that these revisions are not material to the related financial statements. The impact of these revisions (which eliminate in consolidation) are to increase (decrease) cash inflows from investing activities and increase (decrease) cash inflows from financing activities for the Issuer as follows (in thousands):

For the years ended:
December 31, 2011	$	(384,226	)
December 31, 2010	$	(114,389	)

144

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

20. Supplemental Consolidating Financial Statements (continued):

In 2011 the Company issued Senior Notes which are guaranteed by certain of the Company’s 100% wholly owned consolidated subsidiaries (the “Guarantor Subsidiaries”). The guarantees are joint and several, full and unconditional. The following tables summarizes the consolidated balance sheets of the Company as of December 31, 2012 and 2011, and the consolidated statements of operations, statements of other comprehensive income (loss) and statements of cash flows for the years ended December 31, 2012, 2011 and 2010 (in thousands):

CONSOLIDATING BALANCE SHEET

As of December 31, 2012

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	1,066,297		$	1,110,060		$	—		$	2,176,357
Investments in unconsolidated entities		—			287,339			—			—			287,339
Investments in subsidiaries		2,061,102			1,208,475			2,684,880			(5,954,457	)		—
Cash		39,219			14,125			19,880			—			73,224
Mortgages and other notes receivable, net		—			38,987			121,190			(35,447	)		124,730
Deferred rent and lease incentives		—			86,752			22,755			—			109,507
Other assets		13,967			16,057			33,631			—			63,655
Restricted cash		46			20,009			20,261			—			40,316
Intangibles, net		—			16,481			18,976			—			35,457
Accounts and other receivables, net		—			11,939			9,761			—			21,700
Assets held for sale		—			5,743			—			—			5,743
Total Assets	$	2,114,334		$	2,772,204		$	4,041,394		$	(5,989,904	)	$	2,938,028
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	255,942		$	426,127		$	(33,067	)	$	649,002
Senior notes, net of discount		394,100			—			—			—			394,100
Line of credit		—			95,000			—			—			95,000
Other liabilities		—			23,533			23,912			—			47,445
Accounts payable and accrued expenses		7,857			12,306			22,281			(2,380	)		40,064
Due to affiliates		946			3			37			—			986
Total Liabilities		402,903			386,784			472,357			(35,447	)		1,226,597
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value per share		—			—			—			—			—
Excess shares, $.01 par value per share		—			—			—			—			—
Common stock, $.01 par value per share		3,164			—			—			—			3,164
Capital in excess of par value		2,803,346			5,389,388			7,846,451			(13,235,839	)		2,803,346
Accumulated earnings (deficit)		(154,211	)		313,032			338,888			(647,155	)		(149,446	)
Accumulated distributions		(940,868	)		(3,317,000	)		(4,608,641	)		7,928,537			(937,972	)
Accumulated other comprehensive loss		—						(7,661	)		—			(7,661	)
		1,711,431			2,385,420			3,569,037			(5,954,457	)		1,711,431
Total Liabilities and Stockholders’ Equity	$	2,114,334		$	2,772,204		$	4,041,394		$	(5,989,904	)	$	2,938,028

145

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

20. Supplemental Consolidating Financial Statements (continued):

CONSOLIDATING BALANCE SHEET

As of December 31, 2011

	As of December 31, 2011
				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	1,103,655		$	955,633		$	—		$	2,059,288
Investments in unconsolidated entities		—			318,158			—			—			318,158
Investments in subsidiaries		2,140,835			901,750			1,148,688			(4,191,273	)		—
Cash		134,608			11,268			16,963			—			162,839
Mortgages and other notes receivable, net		—			88,567			118,474			(82,689	)		124,352
Deferred rent and lease incentives		—			70,744			24,237			—			94,981
Other assets		16,899			12,396			13,678			—			42,973
Restricted cash		91			20,295			17,491			—			37,877
Intangibles, net		—			18,881			12,056			—			30,937
Accounts and other receivables, net		1			12,438			7,242			—			19,681
Assets held for sale		—			2,863			—			—			2,863
Total Assets	$	2,292,434		$	2,561,015		$	2,314,462		$	(4,273,962	)	$	2,893,949
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	219,647		$	374,072		$	(62,864	)	$	530,855
Senior notes, net of discount		393,782			—			—			—			393,782
Other liabilities		—			24,961			21,093			—			46,054
Accounts payable and accrued expenses		7,562			6,200			38,221			(19,825	)		32,158
Due to affiliates		1,110			2			8			—			1,120
Total Liabilities		402,454			250,810			433,394			(82,689	)		1,003,969
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value per share		—			—			—			—			—
Excess shares, $.01 par value per share		—			—			—			—			—
Common stock, $.01 par value per share		3,092			—			—			—			3,092
Capital in excess of par value		2,743,972			4,421,126			4,509,517			(8,930,643	)		2,743,972
Accumulated earnings (deficit)		(78,138	)		292,638			311,231			(599,104	)		(73,373	)
Accumulated distributions		(778,946	)		(2,403,559	)		(2,930,228	)		5,338,474			(774,259	)
Accumulated other comprehensive loss		—			—			(9,452	)		—			(9,452	)
		1,889,980			2,310,205			1,881,068			(4,191,273	)		1,889,980
Total Liabilities and Stockholders’ Equity	$	2,292,434		$	2,561,015		$	2,314,462		$	(4,273,962	)	$	2,893,949

146

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

20. Supplemental Consolidating Financial Statements (continued):

CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2012

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	94,819		$	71,070		$	—		$	165,889
Property operating revenues		—			84,728			217,665			—			302,393
Interest income on mortgages and other notes receivable		—			10,031			12,699			(9,733	)		12,997
Total revenues		—			189,578			301,434			(9,733	)		481,279
Expenses:
Property operating expenses		—			72,200			169,181			—			241,381
Asset management fees to advisor		35,725			—			—			—			35,725
General and administrative		15,672			608			2,438			—			18,718
Ground lease and permit fees		—			9,559			4,923			—			14,482
Acquisition fees and costs		4,450			—			—			—			4,450
Other operating expenses		424			5,046			6,190			—			11,660
Bad debt expense		—			3,099			2,411			—			5,510
Loan loss provision		—			—			1,699						1,699
Loss (gain) on lease termination		—			18,050			7,127			—			25,177
Depreciation and amortization		—			62,327			72,945			—			135,272
Total expenses		56,271			170,889			266,914			—			494,074
Operating income (loss)		(56,271	)		18,689			34,520			(9,733	)		(12,795	)
Other income (expense):
Interest and other income (expense)		104			1,228			(132	)		—			1,200
Interest expense and loan cost amortization		(31,607	)		(19,448	)		(27,273	)		9,733			(68,595	)
Gain (loss) on extinguishment of debt		—			—			(4	)		—			(4	)
Equity in earnings of unconsolidated entities		—			5,521			—			—			5,521
Equity in earnings, intercompany		11,701			15,804			20,546			(48,051	)		—
Total other expense		(19,802	)		3,105			(6,863	)		(38,318	)		(61,878	)
Income (loss) from continuing operations		(76,073	)		21,794			27,657			(48,051	)		(74,673	)
Discontinued operations		—			(1,400	)		—			—			(1,400	)
Net income (loss)	$	(76,073	)	$	20,394		$	27,657		$	(48,051	)	$	(76,073	)

147

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

20. Supplemental Consolidating Financial Statements (continued):

CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2011

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	104,123		$	66,885		$	—		$	171,008
Property operating revenues		—			68,914			165,251			—			234,165
Interest income on mortgages and other notes receivable		—			9,264			12,512			(8,813	)		12,963
Total revenues		—			182,301			244,648			(8,813	)		418,136
Expenses:
Property operating expenses		—			61,893			134,142			—			196,035
Asset management fees to advisor		31,802			—			—			—			31,802
General and administrative		14,524			211			1,569			—			16,304
Ground lease and permit fees		—			10,177			4,398			—			14,575
Acquisition fees and costs		11,168			—			—			—			11,168
Other operating expenses		289			2,234			7,122			—			9,645
Bad debt expense		—			469			304			—			773
Loss (gain) on lease termination		—			7,714			(521	)		—			7,193
Impairment provision		—			3,199			—			—			3,199
Depreciation and amortization		—			61,362			60,794			—			122,156
Total expenses		57,783			147,259			207,808			—			412,850
Operating income (loss)		(57,783	)		35,042			36,840			(8,813	)		5,286
Other income (expense):
Interest and other income (expense)		322			(337	)		(200	)		—			(215	)
Interest expense and loan cost amortization		(23,635	)		(19,082	)		(26,213	)		8,813			(60,117	)
Gain (loss) on extinguishment of debt		647			—			(1,213	)		—			(566	)
Equity in earnings of unconsolidated entities		—			1,022			—			—			1,022
Equity in earnings, intercompany		10,839			6,494			330			(17,663	)		—
Total other expense		(11,827	)		(11,903	)		(27,296	)		(8,850	)		(59,876	)
Income (loss) from continuing operations		(69,610	)		23,139			9,544			(17,663	)		(54,590	)
Discontinued operations		—			(15,011	)		(9	)		—			(15,020	)
Net income (loss)	$	(69,610	)	$	8,128		$	9,535		$	(17,663	)	$	(69,610	)

148

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

20. Supplemental Consolidating Financial Statements (continued):

CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2010

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	115,556		$	82,216		$	—		$	197,772
Property operating revenues		—			15,052			71,367			—			86,419
Interest income on mortgages and other notes receivable		—			11,798			12,014			(7,980	)		15,832
Total revenues		—			142,406			165,597			(7,980	)		300,023
Expenses:
Property operating expenses		—			14,075			64,541			—			78,616
Asset management fees to advisor		26,808			—			—			—			26,808
General and administrative		11,639			228			1,921			—			13,788
Ground lease and permit fees		—			8,529			3,977			—			12,506
Acquisition fees and costs		14,149			—			—			—			14,149
Other operating expenses		91			(959	)		3,826			—			2,958
Bad debt expense		—			931			1,170			—			2,101
Loan loss provision		—			4,072			—			—			4,072
Loss on lease termination		—			23,091			31,608			—			54,699
Impairment provision		—			663			24,175			—			24,838
Depreciation and amortization		—			63,073			60,906			—			123,979
Total expenses		52,687			113,703			192,124			—			358,514
Operating income (loss)		(52,687	)		28,703			(26,527	)		(7,980	)		(58,491	)
Other income (expense):
Interest and other income		718			1,870			85			—			2,673
Interest expense and loan cost amortization		—			(26,567	)		(31,332	)		7,980			(49,919	)
Gain on extinguishment of debt		—			888			14,373			—			15,261
Equity in earnings of unconsolidated entities		—			10,978			—			—			10,978
Equity (loss) in earnings, intercompany		(29,920	)		7,773			42,603			(20,456	)		—
Total other income (expense)		(29,202	)		(5,058	)		25,729			(12,476	)		(21,007	)
Income (loss) from continuing operations		(81,889	)		23,645			(798	)		(20,456	)		(79,498	)
Discontinued operations		—			(2,301	)		(90	)		—			(2,391	)
Net income (loss)	$	(81,889	)	$	21,344		$	(888	)	$	(20,456	)	$	(81,889	)

149

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

20. Supplemental Consolidating Financial Statements (continued):

Consolidating Statement of Comprehensive Income (Loss):

	For the Year Ended December 31, 2012
				Guarantor		Non-Guarantor			Consolidating
	Issuer			Subsidiaries		Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	(76,073	)	$	20,394	$	27,657		$	(48,051	)	$	(76,073	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—			—		531			—			531
Changes in fair value of cash flow hedges:
Unrealized loss arising during the period		—			—		1,655			—			1,655
Amortization of loss on termination of cash flow hedges		—			—		(395	)		—			(395	)
Total other comprehensive income		—			—		1,791			—			1,791
Comprehensive income (loss)	$	(76,073	)	$	20,394	$	29,448		$	(48,051	)	$	(74,282	)
	For the Year Ended December 31, 2011
				Guarantor		Non-Guarantor			Consolidating
	Issuer			Subsidiaries		Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	(69,610	)	$	8,128	$	9,535		$	(17,663	)	$	(69,610	)
Other comprehensive loss:
Foreign currency translation adjustments		—			—		(585	)		—			(585	)
Changes in fair value of cash flow hedges:
Unrealized loss arising during the period		—			—		1,626			—			1,626
Amortization of loss on termination of cash flow hedges		—			—		(4,856	)		—			(4,856	)
Total other comprehensive loss		—			—		(3,815	)		—			(3,815	)
Comprehensive income (loss)	$	(69,610	)	$	8,128	$	5,720		$	(17,663	)	$	(73,425	)

	For the Year Ended December 31, 2010
				Guarantor		Non-Guarantor			Consolidating
	Issuer			Subsidiaries		Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	(81,889	)	$	21,344	$	(888	)	$	(20,456	)	$	(81,889	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—			—		1,061			—			1,061
Changes in fair value of cash flow hedges:
Unrealized loss arising during the period		—			—		331			—			331
Amortization of loss on termination of cash flow hedges		—			—		(2,264	)		—			(2,264	)
Total other comprehensive loss		—			—		(872	)		—			(872	)
Comprehensive income (loss)	$	(81,889	)	$	21,344	$	(1,760	)	$	(20,456	)	$	(82,761	)

150

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

20. Supplemental Consolidating Financial Statements (continued):

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

				Guarantor			Non-Guarantor			Consoliding
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(84,363	)	$	90,996		$	70,093		$	—		$	76,726
Investing activities:
Acquisition of properties		—			—			(190,150	)		—			(190,150	)
Capital expenditures		—			(25,427	)		(44,248	)		—			(69,675	)
Distributions from unconsolidated entities		—			3,445			—			—			3,445
Investments in and contributions to unconsolidated entities		—			(3,776	)		—			—			(3,776	)
Issuance of mortgage loans receivable		—			—			(869	)		—			(869	)
Principal payments received on mortgage loans receivable		—			—			4,790			—			4,790
Proceeds from disposal of assets		—			63			7			—			70
Proceeds from sale of properties		—			1,500			—			—			1,500
Changes in restricted cash		46			(2,892	)		(2,786	)		—			(5,632	)
Intercompany investing		93,222			—			—			(93,222	)		—
Net cash used in investing activities		93,268			(27,087	)		(233,256	)		(93,222	)		(260,297	)
Financing activities:
Redemptions of common stock		(9,590	)		—			—			—			(9,590	)
Distributions to stockholders, net of reinvested		(94,677	)		—			—			—			(94,677	)
Proceeds from line of credit		—			170,000			—			—			170,000
Principal payments on line of credit		—			(75,000	)		—			—			(75,000	)
Proceeds from mortgage loans and other notes payable		—			45,000			107,300			—			152,300
Principal payments on mortgage loans		—			(7,830	)		(26,836	)		—			(34,666	)
Principal payments on capital leases		—			(1,483	)		(2,624	)		—			(4,107	)
Payment of loan costs		(27	)		(4,341	)		(5,937	)		—			(10,305	)
Intercompany financing		—			(187,398	)		94,176			93,222			—
Net cash provided by (used in) financing activities		(104,294	)		(61,052	)		166,079			93,222			93,955
Effect of exchange rate fluctuation on cash		—			—			1			—			1
Net increase (decrease) in cash		(95,389	)		2,857			2,917			—			(89,615	)
Cash at beginning of period		134,608			11,268			16,963			—			162,839
Cash at end of period	$	39,219		$	14,125		$	19,880		$	—		$	73,224

151

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

20. Supplemental Consolidating Financial Statements (continued):

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2011

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(78,842	)	$	85,894		$	76,012		$	—		$	83,064
Investing activities:
Acquisition of properties		—			—			(149,692	)		—			(149,692	)
Capital expenditures		—			(20,202	)		(22,143	)		—			(42,345	)
Investment in and contributions to unconsolidated entities		—			(191,397	)		—			—			(191,397	)
Proceeds from sale of properties		—			8,450			—			—			8,450
Proceeds from disposal of assets		—			100			4			—			104
Distribution from unconsolidated entities		—			11,624			—			—			11,624
Issuance of mortgage loans receivable		—			—			(5,760	)		—			(5,760	)
Principal payments received on mortgage loans receivable		—			7,528			1,945			—			9,473
Changes in restricted cash		(92	)		(3,561	)		(9,753	)		—			(13,406	)
Acquisition fees on mortgage notes receivable		—			—			(59	)		—			(59	)
Intercompany investing		(384,226	)		—			—			384,226			—
Net cash used in investing activities		(384,318	)		(187,458	)		(185,458	)		384,226			(373,008	)
Financing activities:
Offering proceeds		187,555			—			—			—			187,555
Redemptions of common stock		(30,000	)		—			—			—			(30,000	)
Distributions to stockholders, net of reinvestments		(104,951	)		—			—			—			(104,951	)
Stock issuance costs		(21,213	)		—			—			—			(21,213	)
Proceeds from mortgage loans and other notes payable		—			20,411			96,129			—			116,540
Proceeds from unsecured senior notes		396,996			—			—			—			396,996
Principal payments on line of credit		—			(58,000	)		—			—			(58,000	)
Principal payments on mortgage loans		(2,777	)		(145,623	)		(56,400	)		—			(204,800	)
Principal payments on capital leases		—			(2,065	)		(1,902	)		—			(3,967	)
Payment of loan costs		(19,252	)		(2,314	)		(4,096	)		—			(25,662	)
Intercompany financing		—			297,952			86,274			(384,226	)		—
Net cash provided by financing activities		406,358			110,361			120,005			(384,226	)		252,498
Effect of exchange rate fluctuation on cash		—			—			(232	)		—			(232	)
Net increase (decrease) in cash		(56,802	)		8,797			10,327			—			(37,678	)
Cash at beginning of period		191,410			2,471			6,636			—			200,517
Cash at end of period	$	134,608		$	11,268		$	16,963		$	—		$	162,839

152

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

20. Supplemental Consolidating Financial Statements (continued):

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2010

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(44,837	)	$	103,621		$	20,992		$	—		$	79,776
Investing activities:
Acquisition of properties		—			(34,000	)		(47,390	)		—			(81,390	)
Capital expenditures		—			(20,388	)		(38,752	)		—			(59,140	)
Deposits on real estate investments		—			(11,220	)		—			—			(11,220	)
Payment of contingent purchase consideration		—			(12,433	)		—			—			(12,433	)
Issuance of mortgage loans receivable		—			(8,598	)		(6,299	)		—			(14,897	)
Principal payments received on mortgage loans receivable		—			38,614			—			—			38,614
Acquisition fees on mortage notes receivable		—			(306	)		(155	)		—			(461	)
Return of short term investments		8,000			—			—			—			8,000
Proceeds from disposal of assets		—			590			—			—			590
Changes in restricted cash		—			(4,812	)		(1,426	)		—			(6,238	)
Intercompany investing		(114,389	)		—			—			114,389			—
Net cash provided by (used in) investing activities		(106,389	)		(52,553	)		(94,022	)		114,389			(138,575	)
Financing activities:
Offering proceeds		333,346			—			—			—			333,346
Redemptions of common stock		(40,396	)		—			—			—			(40,396	)
Distributions to stockholders, net of reinvestments		(90,855	)		—			—			—			(90,855	)
Stock issuance costs		(36,574	)		—			—			—			(36,574	)
Borrowings under line of credit		—			58,000			—			—			58,000
Proceeds from mortgage loans and other notes payable		—			—			12,202			—			12,202
Principal payments on line of credit		—			(99,483	)		—			—			(99,483	)
Principal payments on mortgage loans		—			(19,206	)		(31,244	)		—			(50,450	)
Principal payments on capital leases		—			(1,976	)		(2,308	)		—			(4,284	)
Payment of loan costs		(150	)		(4,256	)		(1,497	)		—			(5,903	)
Transfer to (from) Issuer		—			16,703			97,686			(114,389	)		—
Net cash provided by (used in) financing activities		165,371			(50,218	)		74,839			(114,389	)		75,603
Effect of exchange rate fluctuation on cash		—			—			138			—			138
Net increase in cash		14,145			850			1,947			—			16,942
Cash at beginning of period		177,265			1,621			4,689			—			183,575
Cash at end of period	$	191,410		$	2,471		$	6,636		$	—		$	200,517

153

CNL LIFESTYLE PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

21. Subsequent Events:

A purported class action lawsuit on behalf of shareholders who purchased shares under the Company’s DRP on or after April 1, 2010, Allyn v. CNL Lifestyle Properties, Inc. et al., was filed on January 18, 2013 in the United States District Court for the Middle District of Florida against the Company and certain of its current and former directors. The lawsuit alleges claims for breach of fiduciary duty against the directors and constructive trust and unjust enrichment against the Company. The factual assertions in the complaint consist primarily of the allegation that the price for shares purchased under the DRP was inflated. The complaint seeks an unspecified amount of damages and other relief relating to the purported inflation. The Company intends to defend vigorously against such claims and is not able to determine the ultimate outcome at this time.

The Company’s Board of Directors declared distributions of $0.10625 per share to stockholders of record at the close of business on March 1, 2013. These distributions will be paid by March 31, 2013.

As of the date of this filing, the Company’s board of directors had amended its advisory agreement to clarify certain subordinated disposition fees paid to the Advisor in connection with the sale of properties.

154

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on management’s assessment, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control Integrated Framework”.

Pursuant to rules established by the Securities and Exchange Commission, this annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there was no change in our internal controls over financial reporting (as defined under Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting

ITEM 9B. OTHER INFORMATION

None.

155

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated by reference to our Definitive Proxy Statement to be filed with the Commission no later than April 30, 2013.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to our Definitive Proxy Statement to be filed with the Commission no later than April 30, 2013.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to our Definitive Proxy Statement to be filed with the Commission no later than April 30, 2013.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to our Definitive Proxy Statement to be filed with the Commission no later than April 30, 2013.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference to our Definitive Proxy Statement to be filed with the Commission no later than April 30, 2013.

156

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of Documents Filed as Part of this Report

1. Index to Consolidated Financial Statements:

CNL Lifestyle Properties, Inc.

Report of Independent Registered Certified Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2012 and 2011

Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010

Consolidated Statements of Comprehensive Losses for the years ended December 2012, 2011 and 2010

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2012, 2011 and 2010

Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010

Notes to Consolidated Financial Statements for the years ended December 31, 2012, 2011 and 2010

2. Financial Statement Schedules

Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2012, 2011, and 2010

Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2012

Schedule IV—Mortgage Loans on Real Estate at December 31, 2012

(b) Exhibits

2.3	Amended and Restated Partnership Interest Purchase Agreement between CNL Lifestyle Properties, Inc. and Dallas Market Center Company, Ltd. as of January 14, 2005 (Previously filed as Exhibit 2.4 to Post-Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by reference.)
3.1	Amended and Restated Articles of Incorporation (Previously filed as Exhibit 3.3 to the Registration Statement on Form S-11 (File No. 333-108355) filed March 16, 2004, and incorporated herein by reference.)
3.1.1	Articles of Amendment to the Amended and Restated Articles of Incorporation (Previously filed as Exhibit 3.5 to the Registration Statement on Form S-11 (File No. 333-108355) filed April 9, 2004, and incorporated herein by reference.)
3.1.2	Articles of Amendment to the Amended and Restated Articles of Incorporation dated March 26, 2008 (Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed on March 26, 2008, and incorporated herein by reference.)
3.2	Bylaws (Previously filed as Exhibit 3.4 to the Registration Statement on Form S-11 (File No. 333-108355) filed March 16, 2004, and incorporated herein by reference.)
3.2.1	Amendment No. One to the Bylaws (Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed on May 9, 2005, and incorporated herein by reference.)
3.2.2	Amendment No. Two to the Bylaws (Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed on September 23, 2005, and incorporated herein by reference.)
3.2.3	Amendment No. Three to the Bylaws (Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed on December 5, 2007, and incorporated herein by reference.)

157

4.1	Amended and Restated Redemption Plan (Previously filed as Exhibit 4.1 to the Current Report on Form 10-K filed on March 25, 2010, and incorporated herein by reference.)
4.1.1	Second Amended and Restated Redemption Plan (Previously filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q filed on August 14, 2012, and incorporated herein by reference.)
4.1.2	Third Amended and Restated Redemption Plan (Previously filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q filed on November 14, 2012, and incorporated herein by reference.)
4.2	Amended and Restated Reinvestment Plan (Previously filed as Appendix A to Pre-Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-146457) filed March 28, 2008, and incorporated herein by reference.)
4.2.1	Second Amended and Restated Distribution Reinvestment Plan (Previously filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q filed on August 14, 2012, and incorporated herein by reference.)
4.3	Indenture, dated as of April 5, 2011, by and among CNL Lifestyle Properties, Inc. and Wilmington Trust FSB, including the form of 7.25% Notes due 2019 (Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed on April 6, 2011, and incorporated herein by reference.)
4.3.1	Supplemental Indenture, dated as of September 21, 2011, among CNL Income Pacific Park, LLC, CNL Income Pacific Park TRS Corp., et al., and Wilmington Trust, National Association, successor by merger to Wilmington Trust FSB (Filed herewith.)
4.3.2	Second Supplemental Indenture, dated as of May 1, 2012, among CLP Elitch Gardens, LLC f/k/a CNL Income Elitch Gardens, LLC, CLP Elitch Gardens TRS Corp. f/k/a CNL Income Elitch Gardens TRS Corp., et al., and Wilmington Trust, National Association, successor by merger to Wilmington Trust FSB (Trustee) (Filed herewith.)
4.4	Form of 7.25% Senior Notes due 2019 (included in the Indenture listed as Exhibit 4.3 herein) (Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed on April 6, 2011, and incorporated herein by reference.)
4.5	Registration Rights Agreement, dated as of April 5, 2011, by and among the CNL Lifestyle Properties, Inc., certain subsidiaries of the Company, as guarantors thereto and Jefferies & Company, Inc. and Merrill, Lynch, Pierce, Fenner & Smith, Incorporated, as representative of the several initial purchasers of the 7.25% Senior Notes due 2019 (Previously filed as Exhibit 4.3 to the Current Report on Form 8-K filed on April 6, 2011, and incorporated herein by reference.)
10.1.1	Advisory Agreement between CNL Lifestyle Properties, Inc. and CNL Lifestyle Advisor Corporation approved March 16, 2011 and effective April 10, 2011 (Previously filed as Exhibit 10.1.2 to the Annual Report on Form 10-K filed on March 21, 2011, and incorporated herein by reference.)
10.1.2	First Amendment to the Advisory Agreement dated March 20, 2013, between CNL Lifestyle Properties, Inc. and CNL Lifestyle Advisor Corporation (Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 26, 2013, and incorporated herein by reference.)
10.2	Form of Indemnification Agreement, between CNL Lifestyle Properties, Inc. and each of James M. Seneff, Jr., Thomas K. Sittema, Bruce Douglas, Robert J. Woody, Stephen H. Mauldin, Joseph T. Johnson, Ixchell C. Duarte, Holly J. Greer and Adam J. Ford (Previously filed as Exhibit 99.1 to the Current Report on Form 8-K filed on April 19, 2012, and incorporated herein by reference.)
10.3	Loan Agreement, dated as of August 2, 2004, between WTC-Trade Mart, L.P., and Bank of America, N.A. (Previously filed as Exhibit 10.16 to Post-Effective Amendment No. Three to the Registration Statement on Form S-11 (File No. 333-108355) filed on June 15, 2005, and incorporated herein by reference.)
10.4	Amended and Restated Sub-Permit and Lease Agreement, dated as of August 10, 2009, by and between R&H US Canadian Cypress Limited in its capacity as trustee of the Cypress Jersey Trust and Cypress Bowl Recreations Limited Partnership (Filed herewith.)
10.5	Amended and Restated Personal Property Lease Agreement, dated as of August 10, 2009, by and between CNL Personal Property TRS ULC and Cypress Bowl Recreations Limited Partnership (Filed herewith.)
10.6	Amended and Restated Loan Agreement, dated as of March 2, 2012, by and among CLP Northstar, LLC, et al., CLP Ski II, LLC et al., CNL Lifestyle Properties, Inc. and The Prudential Insurance Company of America (Filed herewith.)

158

10.7	Purchase and Sale Agreement and Joint Escrow Instructions, dated as of October 29, 2007, among American Golf Corporation, et al., and CNL Income Partners, LP (Previously filed as Exhibit 10.57 to Post-Effective Amendment No. Nine to the Registration Statement on Form S-11 (File No. 333-128662) filed January 15, 2008 and incorporated herein by reference.)
10.8	Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated November 19, 2007, among American Golf Corporation, et al., and CNL Income Partners, LP (Previously filed as Exhibit 10.65 to Post-Effective Amendment No. Nine to the Registration Statement on Form S-11 (File No. 333-128662) filed January 14, 2008 and incorporated herein by reference.)
10.9	Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated December 14, 2007, among American Golf Corporation, et al., and CNL Lifestyle Partners, LP (Previously filed as Exhibit 10.66 to Post-Effective Amendment No. Nine to the Registration Statement on Form S-11 (File No. 333-128662) filed January 14, 2008 and incorporated herein by reference.)
10.10	Amended and Restated Collateral Loan Agreement, dated as of August 17, 2010, by and among CNL Income EAGL Southwest Golf, LLC, et al., CNL Gatlinburg Partnership, LP, and The Prudential Insurance Company of America (Filed herewith.)
10.10.1	First Amendment to Amended and Restated Collateral Loan Agreement, dated April 5, 2011, by and among CNL Income EAGL Southwest Golf, LLC, et al., CNL Gatlinburg Partnership, LP, and The Prudential Insurance Company of America (Filed herewith.)
10.10.2	Second Amendment to Amended and Restated Collateral Loan Agreement, dated June 3, 2011, by and among CNL Income EAGL Southwest Golf, LLC, et al., CNL Gatlinburg Partnership, LP, and The Prudential Insurance Company of America (Filed herewith.)
10.11	Ancala Country Club, Scottsdale, Arizona, Deed of Trust and Security Agreement, dated January 25, 2008, by CNL Income EAGL Southwest Golf, LLC, to The Prudential Insurance Company of America (Previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed January 31, 2008, and incorporated herein by reference.)
10.11.1	Ancala Country Club, Scottsdale, Arizona, First Amendment to Deed of Trust and Security Agreement, dated as of January 3, 2011, by CNL Income EAGL Southwest Golf, LLC to First American Title Insurance Company for the benefit of The Prudential Insurance Company of America (Filed herewith.)
10.12	Ancala Country Club, Scottsdale, Arizona, Second Amended and Restated Lease Agreement, dated as of January 1, 2012, by and between CLP Southwest Golf, LLC and Evergreen Alliance Golf Limited, L.P. (Filed herewith.)
10.13	Amended and Restated Omnibus Lease Resolution Agreement, dated April 24, 2012, by and among Premier Golf Management, Inc., Joe R. Munsch, et al. (Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 14, 2012, and incorporated herein by reference.)
10.14	Master Management Agreement, dated April 24, 2012, by and between Evergreen Alliance Golf Limited, L.P. and Fore Golf Management, LLC (Filed herewith.)
10.15	Purchase and Sale Agreement, dated December 8, 2010, among US Assisted Living Facilities III, Inc., Sunrise Senior Living Investments, Inc., CNL Income Partners, LP and CC3 Acquisition, LLC (Previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended September 30, 2011, filed November 14, 2011, and incorporated by reference herein.)
10.16	Amended and Restated Limited Liability Company Agreement of CNLSun Partners II, LLC dated as of August 2, 2011 (Previously filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended September 30, 2011, filed November 14, 2011, and incorporated by reference herein.)
10.17	Transfer Agreement, dated July 8, 2011, among Master Metsun Two, LP, Sunrise Senior Living Investments, Inc. and CNL Income Partners, LP and CNLSun Partners II, LLC (Previously filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the period ended September 30, 2011, filed November 14, 2011, and incorporated by reference herein.)
10.18	Purchase and Sale Agreement, dated December 18, 2012, by and among CLP Senior Holding, LLC and Health Care REIT, Inc. (Filed herewith)

159

10.19	Purchase and Sale Agreement, dated December 18, 2012, by and among CLP SL II Holding, LLC and Health Care REIT, Inc. (Filed herewith)
10.20	Purchase and Sale Agreement, dated December 18, 2012, by and among CLP SL III Holding, LLC and Health Care REIT, Inc. (Filed herewith)
10.21	Schedule of Omitted Documents (Filed herewith.)
12.1	Computation of Ratios of Earnings to Fixed charges (Filed herewith.)
20.1	Letter to Shareholders dated August 14, 2012 (Previously filed as Exhibit 20.1 to the Current Report on Form 8-K filed on August 14, 2012, and incorporated herein by reference.)
21.1	Subsidiaries of the Registrant (Filed herewith.)
23.1	Consent of Independent Registered Certified Public Accounting Firm - PricewaterhouseCoopers LLP. (Filed herewith.)
31.1	Certification of Chief Executive Officer of CNL Lifestyle Properties, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2	Certification of Chief Financial Officer of CNL Lifestyle Properties, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1	Certification of the Chief Executive Officer and Chief Financial Officer of CNL Lifestyle Properties, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
101*	The following materials from CNL Lifestyle Properties, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Other Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

160

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of March 2013.

CNL LIFESTYLE PROPERTIES, INC.
By:	/s/    Stephen H. Mauldin
	STEPHEN H. MAULDIN
	President and Chief Executive Officer
	(Principal Executive Officer)
By:	/s/    Joseph. T. Johnson
	JOSEPH T. JOHNSON
	Senior Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)

161

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JAMES M. SENEFF, JR.         James M. Seneff, Jr.	Chairman of the Board	March 28, 2013
/S/    THOMAS K. SITTEMA         Thomas K. Sittema	Vice Chairman of the Board	March 28, 2013
/S/    ROBERT J. WOODY         Robert J. Woody	Independent Director	March 28, 2013
/S/    BRUCE DOUGLAS         Bruce Douglas	Independent Director	March 28, 2013
/S/    ADAM FORD         Adam Ford	Independent Director	March 28, 2013
/S/    STEPHEN H. MAULDIN         Stephen H. Mauldin	President and Chief Executive Officer (Principal Executive Officer)	March 28, 2013
/S/    JOSEPH T. JOHNSON         Joseph T. Johnson	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	March 28, 2013
/S/    IXCHELL C. DUARTE         Ixchell C. Duarte	Senior Vice President and Chief Accounting Officer	March 28, 2013

162

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE II—Valuation and Qualifying Accounts

Years ended December 31, 2012, 2011 and 2010 (in thousands)

		Balance at		Charged to		Charged							Balance at
		Beginning of		Costs and		to Other		Deemed			Collected/		End of
Year	Description	Year		Expenses		Accounts		Uncollectible			Recovered		Year
2010	Deferred tax asset valuation allowance	$	21,206	$	—	$	12,754	$	—		$	—	$	33,960
	Allowance for loan losses		—		4,072		—		—			—		4,072
			21,206		4,072		12,754		—			—		38,032
2011	Deferred tax asset valuation allowance		33,960		—		6,870		—			—		40,830
	Allowance for loan losses		4,072		—		—		(4,072	)		—		—
			38,032		—		6,870		(4,072	)		—		40,830
2012	Deferred tax asset valuation allowance		40,830		—		7,628		—			—		48,458
	Allowance for loan losses		—		1,699		—		—			—		1,699
		$	40,830	$	1,699	$	7,628	$	—		$	—	$	50,157

163

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

As of December 31, 2012 (in thousands)

								Costs Capitalized																			Life on
								Subsequent to				Gross Amounts at which															which
		Initial Costs						Acquisition				Carried at Close of Period(3)															depre-
				Lease-										Lease-													ciation in
				hold										hold													latest
		Land &		Interests								Land &		Interests						Accumu-							income
		Land		and								Land		and						lated			Date of				state-
	Encumbe-	Improve-		Improve-				Improve-		Carrying		Improve-		Improve-						Depre-			Construc-	Date			ments is
Property/Location	rances	ments		ments		Buildings		ments		Costs		ments		ments		Buildings		Total		ciation			tion	Acquired			computed
Gatlinburg Sky Lift Gatlinburg, Tennessee		$	—	$	19,154	$	175	$	33	$	—	$	26	$	19,161	$	175	$	19,362	$	(2,842	)	In 1953		12/22/2005		(2)
Hawaiian Falls Waterparks Garland and The Colony, Texas		$	3,123	$	3,663	$	758	$	2,114	$	—	$	5,054	$	3,810	$	794	$	9,658	$	(2,973	)	In 2004		4/21/2006		(2)
Route 66 Harley-Davidson Tulsa, Oklahoma		$	998	$	—	$	5,509	$	18	$	—	$	1,003	$	—	$	5,522	$	6,525	$	(951	)	In 2002		4/27/2006		(2)
Palmetto Hall Plantation Club Hilton Head, South Carolina		$	5,744	$	—	$	1,465	$	150	$	—	$	5,870	$	—	$	1,489	$	7,359	$	(2,277	)	In 1990		4/27/2006		(2)
Cypress Mountain Vancouver, British Columbia	(1)	$	161	$	19,001	$	735	$	14,235	$	—	$	1,352	$	18,702	$	14,078	$	34,132	$	(7,288	)	In 1975		5/30/2006		(2)
Raven Golf Club at South Mountain Phoenix, Arizona		$	11,599	$	—	$	1,382	$	423	$	—	$	11,962	$	—	$	1,442	$	13,404	$	(4,035	)	In 1995		6/9/2006		(2)
The Omni Mount Washington Resort and Bretton Woods Ski Area Bretton Woods, New Hampshire	(1)	$	21,216	$	10	$	28,114	$	32,212	$	—	$	23,780	$	10	$	57,762	$	81,552	$	(14,893	)	In 1902		(4	)	(2)
Bear Creek Golf Club Dallas, Texas		$	6,697	$	2,613	$	1,312	$	522	$	—	$	7,011	$	2,614	$	1,519	$	11,144	$	(3,382	)	In 1979		9/8/2006		(2)
Funtasticks Fun Center Tucson, Arizona		$	4,217	$	—	$	1,950	$	346	$	—	$	4,438	$	—	$	2,075	$	6,513	$	(909	)	In 1993		10/6/2006		(2)
Zuma Fun Center South Houston, Texas		$	3,720	$	—	$	1,192	$	67	$	—	$	3,761	$	—	$	1,218	$	4,979	$	(489	)	In 1990		10/6/2006		(2)

164

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION—CONTINUED

As of December 31, 2012 (in thousands)

								Costs Capitalized																			Life on
								Subsequent to				Gross Amounts at which															which
		Initial Costs						Acquisition				Carried at Close of Period(3)															depre-
				Lease-										Lease-													ciation in
				hold										hold													latest
		Land &		Interests								Land &		Interests						Accumu-							income
		Land		and								Land		and						lated			Date of				state-
	Encumbe-	Improve-		Improve-				Improve-		Carrying		Improve-		Improve-						Depre-			Construc-		Date		ments is
Property/Location	rances	ments		ments		Buildings		ments		Costs		ments		ments		Buildings		Total		ciation			tion		Acquired		computed
Zuma Fun Center Charlotte, North Carolina		$	5,583	$	—	$	1,608	$	133	$	—	$	5,700	$	—	$	1,624	$	7,324	$	(890	)		In 1991		10/6/2006	(2)
Weston Hills Country Club Weston, Florida		$	20,332	$	—	$	14,374	$	1,883	$	—	$	21,491	$	—	$	15,098	$	36,589	$	(8,453	)		In 1994		10/6/2006	(2)
Valencia Country Club Santa Clarita, California		$	31,565	$	—	$	8,646	$	1,319	$	—	$	32,596	$	—	$	8,934	$	41,530	$	(8,689	)		In 1990		10/16/2006	(2)
Canyon Springs Golf Club San Antonio, Texas		$	11,463	$	—	$	1,314	$	204	$	—	$	11,663	$	—	$	1,318	$	12,981	$	(1,348	)		In 2000		10/16/2006	(2)
The Golf Club at Cinco Ranch Houston, Texas		$	6,662	$	—	$	454	$	435	$	—	$	7,063	$	—	$	488	$	7,551	$	(511	)		In 1997		11/16/2006	(2)
Golf Club at Fossil Creek Fort Worth, Texas		$	4,905	$	—	$	1,040	$	259	$	—	$	5,149	$	—	$	1,055	$	6,204	$	(1,317	)		In 1993		11/16/2006	(2)
Lake Park Golf Club Dallas-Fort Worth, Texas		$	2,089	$	1,821	$	1,352	$	192	$	—	$	2,260	$	1,822	$	1,372	$	5,454	$	(1,944	)		In 1987		11/16/2006	(2)
Mansfield National Golf Club Dallas-Fort Worth, Texas		$	5,216	$	605	$	1,176	$	56	$	—	$	5,258	$	605	$	1,190	$	7,053	$	(2,411	)		In 1957		11/16/2006	(2)
Plantation Golf Club Dallas-Fort Worth, Texas		$	4,123	$	—	$	130	$	246	$	—	$	4,192	$	—	$	307	$	4,499	$	(98	)		In 2000		11/16/2006	(2)
Fox Meadow Country Club Medina, Ohio		$	5,235	$	—	$	4,144	$	412	$	—	$	5,472	$	—	$	4,319	$	9,791	$	(2,403	)		In 1998		11/16/2006	(2)
Lakeridge Country Club Lubbock, Texas		$	5,260	$	—	$	2,461	$	210	$	—	$	5,410	$	—	$	2,521	$	7,931	$	(1,406	)		In 1995		12/22/2006	(2)
Mesa del Sol Golf Club Yuma, Arizona		$	5,802	$	—	$	981	$	425	$	—	$	6,207	$	—	$	1,001	$	7,208	$	(2,353	)		In 1978		12/22/2006	(2)
Signature Golf Course Solon, Ohio		$	8,513	$	—	$	8,403	$	695	$	—	$	9,005	$	—	$	8,606	$	17,611	$	(3,777	)		In 1970		12/22/2006	(2)

165

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION—CONTINUED

As of December 31, 2012 (in thousands)

								Costs Capitalized																		Life on
								Subsequent to				Gross Amounts at which														which
		Initial Costs						Acquisition				Carried at Close of Period(3)														depre-
				Lease-										Lease-												ciation in
				hold										hold												latest
		Land &		Interests								Land &		Interests						Accumu-						income
		Land		and								Land		and						lated			Date of			state-
	Encumbe-	Improve-		Improve-				Improve-		Carrying		Improve-		Improve-						Depre-			Construc-	Date		ments is
Property/Location	rances	ments		ments		Buildings		ments		Costs		ments		ments		Buildings		Total		ciation			tion	Acquired		computed
Weymouth Country Club Medina, Ohio		$	5,571	$	—	$	4,860	$	406	$	—	$	5,857	$	—	$	4,980	$	10,837	$	(2,593	)	In 1969		12/22/2006	(2)
Burnside Marina Somerset, Kentucky		$	350	$	2,593	$	415	$	28	$	—	$	350	$	2,621	$	415	$	3,386	$	(585	)	In 1950’s		12/22/2006	(2)
Pier 121 Marina and Easthill Park Lewisville, Texas		$	1,172	$	25,222	$	4,576	$	587	$	—	$	1,752	$	25,228	$	4,577	$	31,557	$	(5,082	)	In 1960’s		12/22/2006	(2)
Beaver Creek Marina Monticello, Kentucky		$	442	$	5,778	$	381	$	47	$	—	$	442	$	5,825	$	381	$	6,648	$	(2,353	)	In 1950’s		12/22/2006	(2)
Lake Front Marina Port Clinton, Ohio		$	3,589	$	—	$	1,115	$	341	$	—	$	3,874	$	—	$	1,171	$	5,045	$	(635	)	In 1979		12/22/2006	(2)
Sandusky Harbor Marina Sandusky, Ohio		$	4,458	$	—	$	3,428	$	138	$	—	$	4,580	$	—	$	3,444	$	8,024	$	(1,277	)	In 1930’s		12/22/2006	(2)
Cowboys Golf Club Grapevinem Texas		$	9,638	$	2,534	$	2,457	$	1,421	$	—	$	10,272	$	2,699	$	3,079	$	16,050	$	(4,844	)	In 2000		12/26/2006	(2)
Brighton Ski Resort Brighton, Utah	(1)	$	11,809	$	2,123	$	11,233	$	2,852	$	—	$	12,705	$	2,123	$	13,189	$	28,017	$	(6,469	)	In 1949		1/8/2007	(2)
Clear Creek Golf Club Houston, Texas		$	423	$	1,116	$	155	$	40	$	—	$	451	$	1,116	$	167	$	1,734	$	(431	)	In 1987		1/11/2007	(2)
Northstar-at-Tahoe Resort Lake Tahoe, California	(1)	$	60,790	$	—	$	8,534	$	10,500	$	—	$	63,934	$	—	$	15,890	$	79,824	$	(15,590	)	In 1972		1/19/2007	(2)
Sierra-at-Tahoe Resort South Lake Tahoe, California	(1)	$	19,875	$	800	$	8,574	$	876	$	—	$	20,163	$	800	$	9,162	$	30,125	$	(9,303	)	In 1968		1/19/2007	(2)
Loon Mountain Resort Lincoln, New Hampshire	(1)	$	9,226	$	346	$	4,673	$	6,830	$	—	$	14,942	$	347	$	5,786	$	21,075	$	(5,229	)	In 1966		1/19/2007	(2)
Summit-at-Snowqualmie Resort Snoqualmie Pass, Washington	(1)	$	20,122	$	792	$	8,802	$	2,464	$	—	$	21,875	$	792	$	9,513	$	32,180	$	(8,228	)	In 1945		1/19/2007	(2)
White Water Bay Oklahoma City, Oklahoma		$	10,720	$	—	$	5,461	$	589	$	—	$	10,729	$	—	$	6,041	$	16,770	$	(2,751	)	In 1981		4/6/2007	(2)
Splashtown Houston, Texas		$	10,817	$	—	$	1,609	$	3,102	$	—	$	13,460	$	—	$	2,068	$	15,528	$	(1,007	)	In 1981		4/6/2007	(2)
Waterworld Concord, California		$	1,733	$	7,841	$	728	$	350	$	—	$	1,937	$	7,841	$	874	$	10,652	$	(3,132	)	In 1995		4/6/2007	(2)
Elitch Gardens Denver, Colorado		$	93,796	$	—	$	7,480	$	1,250	$	—	$	94,659	$	—	$	7,867	$	102,526	$	(6,223	)	In 1890		4/6/2007	(2)

166

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION—CONTINUED

As of December 31, 2012 (in thousands)

								Costs Capitalized																		Life on
								Subsequent to				Gross Amounts at which														which
		Initial Costs						Acquisition				Carried at Close of Period(3)														depre-
				Lease-										Lease-												ciation in
				hold										hold												latest
		Land &		Interests								Land &		Interests						Accumu-						income
		Land		and								Land		and						lated			Date of			state-
	Encumbe-	Improve-		Improve-				Improve-		Carrying		Improve-		Improve-						Depre-			Construc-	Date		ments is
Property/Location	rances	ments		ments		Buildings		ments		Costs		ments		ments		Buildings		Total		ciation			tion	Acquired		computed
Darien Lake Buffalo, New York		$	60,993	$	—	$	21,967	$	2,039	$	—	$	62,211	$	—	$	22,788	$	84,999	$	(23,716	)	In 1955		4/6/2007	(2)
Frontier City Oklahoma City, Oklahoma		$	7,265	$	—	$	7,518	$	1,830	$	—	$	8,238	$	—	$	8,375	$	16,613	$	(3,045	)	In 1958		4/6/2007	(2)
Wild Waves & Enchanted Village Seattle, Washington		$	19,200	$	—	$	2,837	$	1,255	$	—	$	20,183	$	—	$	3,109	$	23,292	$	(7,889	)	In 1977		4/6/2007	(2)
Magic Springs & Crystal Falls Hot Springs, Arkansas		$	4,237	$	8	$	10,409	$	4,660	$	—	$	8,673	$	—	$	10,641	$	19,314	$	(2,792	)	In 1977		4/16/2007	(2)
Manasquan River Club Brick Township, New Jersey		$	8,031	$	—	$	439	$	482	$	—	$	8,501	$	12	$	439	$	8,952	$	(617	)	In 1970’s		6/8/2007	(2)
Crystal Point Marina Point Pleasant, New Jersey		$	5,159	$	—	$	46	$	164	$	—	$	5,304	$	—	$	65	$	5,369	$	(101	)	In 1976		6/8/2007	(2)
Mountain High Resort Wrightwood, California	(1)	$	14,272	$	14,022	$	7,571	$	920	$	—	$	14,704	$	14,061	$	8,020	$	36,785	$	(8,474	)	In 1930’s		6/29/2007	(2)
Holly Creek Marina Celina, Tennessee		$	372	$	5,257	$	465	$	42	$	—	$	373	$	5,297	$	466	$	6,136	$	(802	)	In 1940’s		8/1/2007	(2)
Eagle Cove Marina Byrdstown, Tennessee		$	1,114	$	1,718	$	1,692	$	113	$	—	$	1,118	$	1,815	$	1,704	$	4,637	$	(646	)	In 1940’s		8/1/2007	(2)
Sugarloaf Mountain Resort Carrabassett Valley, Maine		$	15,408	$	—	$	5,658	$	2,696	$	—	$	14,315	$	2,000	$	7,447	$	23,762	$	(4,862	)	In 1962		8/7/2007	(2)
Sunday River Resort Newry, Maine		$	32,698	$	—	$	12,256	$	3,495	$	—	$	35,303	$	—	$	13,146	$	48,449	$	(8,701	)	In 1959		8/7/2007	(2)
Great Lakes Marina Muskegon, Michigan		$	6,633	$	—	$	3,079	$	111	$	—	$	6,664	$	—	$	3,159	$	9,823	$	(664	)	In 1981		8/20/2007	(2)
The Village at Northstar Lake Tahoe, California		$	2,354	$	—	$	33,932	$	4,177	$	—	$	2,759	$	—	$	37,704	$	40,463	$	(7,766	)	In 2005		11/15/2007	(2)
Arrowhead Country Club Glendale, Arizona	(1)	$	6,358	$	—	$	9,501	$	1,903	$	—	$	7,428	$	—	$	10,334	$	17,762	$	(2,878	)	In 1980’s		11/30/2007	(2)
Ancala Country Club Scottsdale, Arizona	(1)	$	6,878	$	—	$	5,953	$	1,420	$	—	$	7,748	$	—	$	6,503	$	14,251	$	(2,628	)	In 1996		11/30/2007	(2)
Tallgrass Country Club Witchita, Kansas	(1)	$	2,273	$	—	$	2,586	$	859	$	—	$	2,885	$	—	$	2,833	$	5,718	$	(680	)	In 1982		11/30/2007	(2)
Deer Creek Golf Club Overland Park, Kansas	(1)	$	4,914	$	—	$	3,353	$	1,209	$	—	$	5,842	$	—	$	3,634	$	9,476	$	(1,922	)	In 1989		11/30/2007	(2)

167

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION—CONTINUED

As of December 31, 2012 (in thousands)

								Costs Capitalized																		Life on
								Subsequent to				Gross Amounts at which														which
		Initial Costs						Acquisition				Carried at Close of Period(3)														depre-
				Lease-										Lease-												ciation in
				hold										hold												latest
		Land &		Interests								Land &		Interests						Accumu-						income
		Land		and								Land		and						lated			Date of			state-
	Encumbe-	Improve-		Improve-				Improve-		Carrying		Improve-		Improve-						Depre-			Construc-	Date		ments is
Property/Location	rances	ments		ments		Buildings		ments		Costs		ments		ments		Buildings		Total		ciation			tion	Acquired		computed
Arrowhead Golf Club Littleton, Colorad	(1)	$	11,798	$	—	$	2,885	$	1,255	$	—	$	12,798	$	—	$	3,140	$	15,938	$	(2,553	)	In 1974		11/30/2007	(2)
Hunt Valley Golf Club Phoenix, Maryland	(1)	$	16,115	$	—	$	5,627	$	1,999	$	—	$	17,594	$	—	$	6,147	$	23,741	$	(3,105	)	In 1970		11/30/2007	(2)
Meadowbrook Golf & Country Club Tulsa, Oklahoma	(1)	$	8,311	$	—	$	1,935	$	1,267	$	—	$	9,373	$	—	$	2,140	$	11,513	$	(1,887	)	In 1957		11/30/2007	(2)
Stonecreek Golf Club Phoenix, Arizona	(1)	$	9,903	$	—	$	2,915	$	1,294	$	—	$	10,902	$	—	$	3,210	$	14,112	$	(1,752	)	In 1990		11/30/2007	(2)
Painted Desert Golf Club Las Vegas, Nevada	(1)	$	7,851	$	—	$	965	$	870	$	—	$	8,643	$	—	$	1,043	$	9,686	$	(2,276	)	In 1987		11/30/2007	(2)
Eagle Brook Country Club Geneva, Illinios	(1)	$	8,385	$	—	$	6,621	$	1,558	$	—	$	9,354	$	—	$	7,210	$	16,564	$	(2,628	)	In 1992		11/30/2007	(2)
Majestic Oaks Golf Club Ham Lake, Minnesota	(1)	$	11,371	$	—	$	694	$	1,061	$	—	$	12,351	$	—	$	775	$	13,126	$	(2,985	)	In 1972		11/30/2007	(2)
Ruffled Feathers Golf Club Lemont, Illinios	(1)	$	8,109	$	—	$	4,747	$	1,408	$	—	$	8,984	$	—	$	5,280	$	14,264	$	(2,331	)	In 1992		11/30/2007	(2)
Tamarack Golf Club Naperville, Illinios	(1)	$	5,544	$	—	$	1,589	$	949	$	—	$	6,169	$	—	$	1,913	$	8,082	$	(1,517	)	In 1988		11/30/2007	(2)
Continental Golf Course Scottsdale, Arizona	(1)	$	5,276	$	—	$	789	$	603	$	—	$	5,796	$	—	$	872	$	6,668	$	(696	)	In 1979		11/30/2007	(2)
Tatum Ranch Golf Club Cave Creek, Arizona	(1)	$	2,674	$	—	$	3,013	$	924	$	—	$	3,354	$	—	$	3,257	$	6,611	$	(1,067	)	In 1987		11/30/2007	(2)
Kokopelli Golf Club Phoenix, Arizona	(1)	$	7,319	$	—	$	1,310	$	1,372	$	—	$	8,571	$	—	$	1,430	$	10,001	$	(1,626	)	In 1992		11/30/2007	(2)
Superstition Springs Golf Club Mesa, Arizona	(1)	$	7,947	$	—	$	2,129	$	1,157	$	—	$	8,894	$	—	$	2,339	$	11,233	$	(1,554	)	In 1986		11/30/2007	(2)
Legend at Arrowhead Golf Resort Glendale, Arizona	(1)	$	8,067	$	—	$	1,621	$	1,204	$	—	$	9,137	$	—	$	1,755	$	10,892	$	(1,611	)	In 2001		11/30/2007	(2)

168

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION—CONTINUED

As of December 31, 2012 (in thousands)

								Costs Capitalized																		Life on
								Subsequent to				Gross Amounts at which														which
		Initial Costs						Acquisition				Carried at Close of Period(3)														depre-
				Lease-										Lease-												ciation in
				hold										hold												latest
		Land &		Interests								Land &		Interests						Accumu-						income
		Land		and								Land		and						lated			Date of			state-
	Encumbe-	Improve-		Improve-				Improve-		Carrying		Improve-		Improve-						Depre-			Construc-	Date		ments is
Property/Location	rances	ments		ments		Buildings		ments		Costs		ments		ments		Buildings		Total		ciation			tion	Acquired		computed
London Bridge Golf Club Lake Havasu, Arizona	(1)	$	9,250	$	—	$	1,554	$	950	$	—	$	10,068	$	—	$	1,686	$	11,754	$	(2,764	)	In 1960’s		11/30/2007	(2)
Forest Park Golf Course St. Louis, Missouri		$	7,699	$	2,723	$	2,753	$	1,299	$	—	$	8,501	$	2,971	$	3,002	$	14,474	$	(4,392	)	In 1900’s		12/19/2007	(2)
Micke Grove Golf Course Lodi, California		$	3,258	$	2,608	$	766	$	723	$	—	$	3,702	$	2,821	$	832	$	7,355	$	(1,982	)	In 1990		12/19/2007	(2)
Mizner Court at Broken Sound Boca Raton, Floria	(1)	$	37,224	$	—	$	65,364	$	3,044	$	—	$	37,343	$	—	$	68,289	$	105,632	$	(12,615	)	In 1987		12/31/2007	(2)
Shandin Hills Golf Club San Bernadino, California		$	—	$	1,119	$	1,112	$	517	$	—	$	439	$	1,822	$	487	$	2,748	$	(1,106	)	In 1980		3/7/2008	(2)
The Tradition Golf Club at Kiskiack Williamsburg, Virginia		$	5,836	$	—	$	1,097	$	119	$	—	$	5,944	$	—	$	1,108	$	7,052	$	(1,374	)	In 1996		3/26/2008	(2)
The Tradition Golf Club at The Crossings Glen Allen, Virginia		$	8,616	$	—	$	1,376	$	157	$	—	$	8,759	$	—	$	1,390	$	10,149	$	(1,826	)	In 1979		3/26/2008	(2)
The Tradition Golf Club at Broad Bay Virginia Beach, Virginia	(1)	$	6,837	$	—	$	2,187	$	190	$	—	$	6,968	$	—	$	2,246	$	9,214	$	(1,782	)	In 1986		3/26/2008	(2)
Brady Mountain Resort & Marina Royal, Arkansas		$	738	$	6,757	$	1,619	$	3,080	$	—	$	3,384	$	7,044	$	1,766	$	12,194	$	(1,984	)	In 1950’s		4/10/2008	(2)
David L. Baker Golf Course Fountain Valley, California		$	4,642	$	3,577	$	1,433	$	694	$	—	$	303	$	8,343	$	1,700	$	10,346	$	(2,748	)	In 1987		4/17/2008	(2)
Las Vegas Golf Club Las Vegas, NV		$	7,481	$	2,059	$	1,622	$	204	$	—	$	—	$	9,736	$	1,630	$	11,366	$	(2,838	)	In 1938		4/17/2008	(2)
Meadowlark Golf Course Huntington Beach, California		$	8,544	$	6,999	$	1,687	$	535	$	—	$	337	$	15,661	$	1,767	$	17,765	$	(4,793	)	In 1922		4/17/2008	(2)
Coco Key Water Resort Orlando, Florida		$	9,830	$	—	$	5,440	$	26,132	$	—	$	15,593	$	—	$	25,809	$	41,402	$	(4,382	)	1970’s		5/28/2008	(2)
Montgomery Country Club Laytonsville, MD		$	5,013	$	—	$	1,405	$	479	$	—	$	5,446	$	—	$	1,451	$	6,897	$	(1,236	)	In 1963		9/11/2008	(2)
The Links at Challedon Golf Club Mt. Airy, MD		$	2,940	$	—	$	718	$	166	$	—	$	3,084	$	—	$	740	$	3,824	$	(761	)	In 1995		9/11/2008	(2)
Mount Sunapee Mountain Resort Newbury, New Hampshire	(1)	$	—	$	6,727	$	5,253	$	240	$	—	$	4	$	6,909	$	5,307	$	12,220	$	(2,322	)	In 1960		12/5/2008	(2)

169

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION—CONTINUED

As of December 31, 2012 (in thousands)

								Costs Capitalized																			Life on
								Subsequent to					Gross Amounts at which														which
		Initial Costs						Acquisition					Carried at Close of Period(3)														depre-
				Lease-											Lease-												ciation in
				hold											hold												latest
		Land &		Interests									Land &		Interests						Accumu-						income
		Land		and									Land		and						lated			Date of			state-
	Encumbe-	Improve-		Improve-				Improve-			Carrying		Improve-		Improve-						Depre-			Construc-	Date		ments is
Property/Location	rances	ments		ments		Buildings		ments			Costs		ments		ments		Buildings		Total		ciation			tion	Acquired		computed
Okemo Mountain Resort Ludlow, Vermont	(1)	$	17,566	$	25,086	$	16,684	$	850		$	—	$	18,013	$	25,144	$	17,029	$	60,186	$	(7,527	)	In 1963		12/5/2008	(2)
Crested Butte Mountain Resort Mt. Crested Butte, Colorado	(1)	$	1,305	$	18,843	$	11,188	$	1,598		$	—	$	1,347	$	19,288	$	12,299	$	32,934	$	(5,817	)	In 1960’s		12/5/2008	(2)
Jiminy Peak Mountain Resort Hancock, Massachusetts	(1)	$	7,802	$	—	$	8,164	$	379		$	—	$	8,044	$	—	$	8,301	$	16,345	$	(2,327	)	In 1948		1/27/2009	(2)
Wet’n’Wild Hawaii Honolulu, Hawaii		$	—	$	13,399	$	3,458	$	263		$	—	$	93	$	13,425	$	3,602	$	17,120	$	(1,764	)	In 1998		5/6/2009	(2)
Great Wolf Lodge- Wisconsin Dells Wisconsin Dells, Wisconsin	(1)	$	3,433	$	—	$	17,632	$	4,321		$	—	$	2,459	$	—	$	22,927	$	25,386	$	(7,266	)	In 1997		8/6/2009	(2)
Great Wolf Lodge- Sandusky Sandusky, Ohio	(1)	$	2,772	$	—	$	30,061	$	(4,209	)	$	—	$	1,793	$	27	$	26,804	$	28,624	$	(8,065	)	In 2001		8/6/2009	(2)
Orvis Development Lands Granby, Colorado		$	51,255	$	—	$	—	$	1,371		$	—	$	52,626	$	—	$	—	$	52,626	$	—		N/A		10/29/2009	(2)
Anacapa Isle Marina Oxnard, California	(1)	$	—	$	7,155	$	2,250	$	—		$	—	$	—	$	7,155	$	2,250	$	9,405	$	(1,445	)	In 1973		3/12/2010	(2)
Ballena Isle Marina Alameda, California		$	23	$	4,793	$	2,906	$	752		$	—	$	23	$	5,280	$	3,171	$	8,474	$	(805	)	In 1972		3/12/2010	(2)
Cabrillo Isle Marina San Diego, California	(1)	$	—	$	17,984	$	1,569	$	3		$	—	$	—	$	17,984	$	1,572	$	19,556	$	(2,879	)	In 1977		3/12/2010	(2)
Ventura Isle Marina Ventura California	(1)	$	—	$	14,426	$	1,505	$	2		$	—	$	—	$	14,426	$	1,507	$	15,933	$	(2,793	)	In 1975		3/12/2010	(2)
Bohemia Vista Yacht Basin Chesapeake City, MD		$	4,307	$	362	$	136	$	1,327		$	—	$	5,995	$	—	$	137	$	6,132	$	(190	)	In 1967		5/20/2010	(2)
Hacks Point Marina Earleville, Maryland		$	1,759	$	148	$	56	$	49		$	—	$	1,945	$	—	$	67	$	2,012	$	(63	)	In 1970’s		5/20/2010	(2)
Pacific Park Santa Monica, California	(1)	$	—	$	25,046	$	1,575	$	—		$	—	$	—	$	25,049	$	1,572	$	26,621	$	(1,779	)	In 1996		12/29/2010	(2)

170

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION—CONTINUED

As of December 31, 2012 (in thousands)

								Costs Capitalized																		Life on
								Subsequent to				Gross Amounts at which														which
		Initial Costs						Acquisition				Carried at Close of Period(3)														depre-
				Lease-										Lease-												ciation in
				hold										hold												latest
		Land &		Interests								Land &		Interests						Accumu-						income
		Land		and								Land		and						lated			Date of			state-
	Encumbe-	Improve-		Improve-				Improve-		Carrying		Improve-		Improve-						Depre-			Construc-	Date		ments is
Property/Location	rances	ments		ments		Buildings		ments		Costs		ments		ments		Buildings		Total		ciation			tion	Acquired		computed
Camelot Park Bakersfield, California		$	179	$	—	$	70	$	10			$	178	$	—	$	81	$	259	$	(251	)	In 1994		10/6/2006	(2)
Culpepper Place at Branson Meadow Branson, MO	(1)	$	535	$	—	$	8,338	$	—	$	—	$	535	$	—	$	8,338	$	8,873	$	(322	)	2002 and 2007		8/31/2011	(2)
Culpepper of Springdale Springdale, AR	(1)	$	762	$	—	$	7,244	$	—	$	—	$	762	$	—	$	7,244	$	8,006	$	(279	)	2007		8/31/2011	(2)
Culpepper Place at Chesterfield Village Chesterfield, MO	(1)	$	713	$	—	$	10,080	$	—	$	—	$	713	$	—	$	10,080	$	10,793	$	(380	)	1999 and 2009		8/31/2011	(2)
Culpepper Place of Nevada Nevada, MO		$	40	$	—	$	319	$	—	$	—	$	40	$	—	$	319	$	359	$	(11	)	1997		8/31/2011	(2)
Culpepper Place of Springfield Springfield, MO	(1)	$	800	$	—	$	6,152	$	—	$	—	$	800	$	—	$	6,152	$	6,952	$	(249	)	1997 and 2005		8/31/2011	(2)
Culpepper Place of Jonesboro Jonesboro, AR	(1)	$	897	$	—	$	6,196	$	—	$	—	$	897	$	—	$	6,196	$	7,093	$	(254	)	2008		8/31/2011	(2)
Culpepper - Fayetteville Fayetteville, AK		$	800	$	—	$	12,040	$	—	$	—	$	800	$	—	$	12,040	$	12,840	$	(40	)	2011		11/30/2012	(2)
Town Center Village Portland, OR	(1)	$	2,481	$	—	$	35,813	$	895	$	—	$	2,513	$	—	$	36,676	$	39,189	$	(1,678	)	1985-1991		8/31/2011	(2)
Stevens Pass Skykomish, King and Chelan County, WA		$	62	$	13,084	$	5,280	$	450	$	—	$	237	$	14,033	$	4,606	$	18,876	$	(827	)	1945-2000		11/17/2011	(2)
Good Neighbor - Washington Washington, IL		$	428	$	—	$	8,961	$	5	$	—	$	433	$	—	$	8,961	$	9,394	$	(249	)	2009		12/29/2011	(2)
Good Neighbor - Pekin Pekin, IL		$	504	$	—	$	8,190	$	—	$	—	$	504	$	—	$	8,190	$	8,694	$	(229	)	2009		12/29/2011	(2)
Good Neighbor - Sterling Sterling, IL		$	549	$	—	$	7,653	$	—	$	—	$	549	$	—	$	7,653	$	8,202	$	(224	)	2008		12/29/2011	(2)
Solomon - Alpharetta Alpharetta, GA		$	1,436	$	—	$	12,434	$	11	$	—	$	1,436	$	—	$	12,445	$	13,881	$	(237	)	1999 and 2009		4/30/2012	(2)
Solomon - Fayetteville Fayetteville, GA		$	1,536	$	—	$	10,016	$	—	$	—	$	1,536	$	—	$	10,016	$	11,552	$	(202	)	In 1999		4/30/2012	(2)
Solomon - Gainesville Gainesville, GA		$	2,869	$	—	$	31,695	$	6	$	—	$	2,869	$	—	$	31,703	$	34,572	$	(603	)	1999 and 2010		4/30/2012	(2)
Solomon - Stockbridge Stockbridge, GA		$	1,158	$	—	$	10,225	$	—	$	—	$	1,158	$	—	$	10,225	$	11,383	$	(195	)	In 1998		4/30/2012	(2)

171

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION—CONTINUED

As of December 31, 2012 (in thousands)

								Costs Capitalized																		Life on
								Subsequent to				Gross Amounts at which														which
		Initial Costs						Acquisition				Carried at Close of Period(3)														depre-
				Lease-										Lease-												ciation in
				hold										hold												latest
		Land &		Interests								Land &		Interests						Accumu-						income
		Land		and								Land		and						lated			Date of			state-
	Encumbe-	Improve-		Improve-				Improve-		Carrying		Improve-		Improve-						Depre-			Construc-	Date		ments is
Property/Location	rances	ments		ments		Buildings		ments		Costs		ments		ments		Buildings		Total		ciation			tion	Acquired		computed
Provision Living Godfrey Godfrey, IL		$	351	$	—	$	9,521	$	—	$	—	$	351	$	—	$	9,521	$	9,872	$	(157	)	In 2010		5/7/2012	(2)
Amber Ridge Memory Care Moline, IL		$	741	$	—	$	5,315	$	—	$	—	$	741	$	—	$	5,315	$	6,056	$	(79	)	In 2008		6/29/2012	(2)
Amber Ridge Assisted Living Moline, IL		$	681	$	—	$	2,240	$	184	$	—	$	770	$	—	$	2,335	$	3,105	$	(43	)	In 2003		6/29/2012	(2)
The Lodge Carson City, Nevada		$	923	$	—	$	12,933	$	—	$	—	$	923	$	—	$	12,933	$	13,856	$	(188	)	In 2009		6/29/2012	(2)
Rapids Waterpark West Palm Beach, Florida		$	11,041	$	—	$	9,044	$	6,023	$	—	$	17,064	$	—	$	9,044	$	26,108	$	(421	)	1979 and 2007		6/29/2012	(2)
Laurel Creek Cumming, Georgia		$	2,454	$	—	$	4,030	$	—	$	—	$	2,454	$	—	$	4,030	$	6,484	$	(6	)	In 2009		12/14/2012	(2)
		$	995,653	$	289,912	$	745,617	$	185,525	$	—	$	1,052,350	$	316,419	$	847,940	$	2,216,709	$	(355,891	)

172

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION—CONTINUED

As of December 31, 2012 (in thousands)

A summary of transactions in real estate and accumulated depreciation for the years ended December 31, 2012, 2011 and 2010 are as follows:

Balance at December 31, 2009	$	1,872,390		Balance at December 31, 2009	$	(143,965	)
2010 Acquisitions		99,904		2010 Depreciation		(75,660	)
2010 Impairment provision		(26,880	)	Balance at December 31, 2010		(219,625	)
Balance at December 31, 2010		1,945,414		2011 Depreciation		(68,034	)
2011 Acquisitions		148,139		2011 Accumulated depreciation on dispositions and assets held for sale		4,722
2011 Dispositions and assets held for sale		(31,926	)	Balance at December 31, 2011		(282,937	)
2011 Impairment provision		(16,691	)	2012 Depreciation		(73,055	)
Balance at December 31, 2011		2,044,936		2012 Accumulated depreciation on dispositions and assets held for sale		101
2012 Acquisitions		190,787		Balance at December 31, 2012	$	(355,891	)
2012 Dispositions and assets held for sale		(18,334	)
2012 Impairment provision		(680	)
Balance at December 31, 2012	$	2,216,709

FOOTNOTES:

(1) The property is encumbered at December 31, 2012.

(2) Buildings and improvements are depreciated over 39 years. Leasehold improvements are depreciation over their estimated useful lives.

(3) The aggregate cost for federal income tax purposes is approximately $2.3 billion.

(4) The initial purchase price includes the original purchase price of $45.0 million, acquired July 23, 2006. On August 12, 2011, the Company purchased the golf facility, resort amenities and development land at this property for an additional $10.5 million. See Item 2. “Properties” for additional information.

173

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE IV—MORTGAGE LOANS ON REAL ESTATE

December 31, 2012 (in thousands)

As of December 31, 2012 and 2011, mortgages and other notes receivable consisted of the following (in thousands):

										Loan Principal Balance as of December 31,
Borrower (Description of Collateral Property)	Date of Loan Agreement(s)		Maturity Date		Interest Rate			Accrued Interest		2012			2011
Big Sky Resort (one ski resort)		9/23/2008		9/1/2014		12.0	%	$	680	$	68,000		$	68,000
CMR Properties, LLC and CM Resort, LLC (one ski property)		6/15/2010		9/30/2022		9.0% - 11.0	%		765		16,537			15,670
Boyne USA, Inc. (four ski resorts)		8/10/2009		9/1/2014		6.3% - 15.0	%		3,392		18,081			18,173
Evergreen Alliance Golf Limited, L.P.		11/12/2010		12/31/2016		LIBOR + 4	%		190		5,911			5,902
PARC Myrtle Waves, LLC (one attractions property)		2/10/2011		2/10/2021		7.5	%		225		9,000			9,000
Grand Prix Tampa, LLC (one attractions property)		7/31/2011		7/31/2016		8.5	%		49		3,490			3,530
Total								$	5,301	$	$121,019		$	120,275
Accrued interest											5,301			3,364
Acquisition fees, net											109			753
Loan origination fees, net											0			(40	)
Loan loss provision (1)											(1,699	)		0
Total carrying amount										$	124,730		$	124,352

FOOTNOTE:

(1) The Company restructured leases relating to one of its largest golf tenant including a loan receivable that was restructured as part of a trouble debt restructuring and recorded a loan loss provision.

174

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE IV—MORTGAGE LOANS ON REAL ESTATE

December 31, 2012 (in thousands)

	2012			2011
Balance at beginning of period	$	124,352		$	116,427
New mortgage loans		5,526			17,317
Principal reduction		(4,879	)		(9,473	)
Loan loss provision		(1,699	)		—
Accrued and deferred interest		2,035			1,017
Acquisition fees allocated, net		(645	)		(997	)
Loan origination fees, net		40			61
	$	124,730		$	124,352

175

EX-4.3.1

Exhibit 4.3.1

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 21, 2011, among CNL INCOME PACIFIC PARK, LLC, a Delaware limited liability company, and CNL INCOME PACIFIC PARK TRS CORP., a Delaware corporation (together, the “Guaranteeing Subsidiaries”), subsidiaries of CNL LIFESTYLE PROPERTIES, INC., a Maryland corporation (or its permitted successor) (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, successor by merger to WILMINGTON TRUST FSB, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 5, 2011 providing for the issuance of 7.250% Senior Notes due 2019 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”)

WHEREAS, Guaranteeing Subsidiaries are Restricted Subsidiaries and are obtaining certain Indebtedness permitted to be incurred pursuant to Section 4.09 of the Indenture (the “Guranteeing Subsidiaries’ Indebtedness”);

WHEREAS, the Guaranteeing Subsidiaries’ Indebtedness shall be guaranteed by the Company (the “Company Guarantee”);

WHEREAS, pursuant to Section 4.09(d)(9) of the Indenture, the Company Guarantee is permitted provided that the Guaranteeing Subsidiaries are a Guarantor;

WHEREAS, prior to the date hereof, the Guaranteeing Subsidiaries were not a Guarantor;

WHEREAS, in order to permit, and as a condition to its execution of, the Company Guarantee, the Guaranteeing Subsidiaries desire to execute and deliver to the Trustee, this Supplemental Indenture; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: September 21, 2011

GUARANTEEING SUBSIDIARIES:
CNL INCOME PACIFIC PARK, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME PACIFIC PARK TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
COMPANY:
CNL LIFESTYLE PROPERTIES, INC., a Maryland corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
EXISTING GUARANTORS:
CNL INCOME PARTNERS, LP, a Delaware limited partnership
By:	CNL INCOME GP CORP.,
	a Delaware corporation, General Partner
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME NORTHSTAR, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME NORTHSTAR TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME SIERRA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME SIERRA TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME LOON MOUNTAIN, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME LOON MOUNTAIN TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME SNOQUALMIE, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME SNOQUALMIE TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME BRIGHTON, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME BRIGHTON TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME BEAVER CREEK MARINA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL BEAVER CREEK MARINA TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME BURNSIDE MARINA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL BURNSIDE MARINA TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME LAKEFRONT MARINA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL LAKEFRONT MARINA TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME SANDUSKY MARINA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL SANDUSKY MARINA TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME PIER 121 MARINA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL PIER 121 MARINA TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME HOLLY CREEK MARINA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME HOLLY CREEK MARINA TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME EAGLE COVE MARINA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME EAGLE COVE MARINA TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME BRADY MOUNTAIN MARINA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME BRADY MOUNTAIN MARINA TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME ENCHANTED VILLAGE, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME ENCHANTED VILLAGE TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME MAGIC SPRING, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME MAGIC SPRING TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME HAWAIIAN WATERS, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME HAWAIIAN WATERS TRS CORP., a Delaware corporation
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME COLONY, LP, a Delaware limited partnership
By:	CNL INCOME COLONY GP, LLC,
	a Delaware limited liability company, General Partner
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME GARLAND, LP, a Delaware limited partnership
By:	CNL INCOME GARLAND GP, LLC,
	a Delaware limited liability company, General Partner
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME NORTHSTAR COMMERCIAL, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME BEAR CREEK, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME PALMETTO, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME SOUTH MOUNTAIN, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME VALENCIA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME WESTON HILLS, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME CANYON SPRINGS, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME CINCO RANCH, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME FOSSIL CREEK, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME PLANTATION, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME MANSFIELD, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME MESA DEL SOL, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME LAKERIDGE, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME ROYAL MEADOWS, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME PAINTED HILLS, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME FOX MEADOW, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME WEYMOUTH, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME SIGNATURE OF SOLON, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
GRAPEVINE GOLF CLUB, L.P., a Delaware limited partnership
By:	GRAPEVINE GOLF, L.L.C.,
	a Delaware limited liability company, General Partner
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL GATLINBURG PARTNERSHIP, LP, a Delaware limited partnership
By:	CNL GATLINBURG GP CORP.,
	a Delaware corporation, General Partner
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME EAGL LEASEHOLD GOLF, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME EAGL MEADOWLARK, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME EAGL LAS VEGAS, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME TRADITIONAL GOLF I, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME CLEAR CREEK, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME LAKE PARK, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME FEC BAKERSFIELD, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME FEC CHARLOTTE, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME FEC KNOXVILLE, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME FEC NORTH HOUSTON, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME FEC SOUTH HOUSTON, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME FEC RICHLAND HILLS, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President

CNL INCOME FEC TAMPA, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME FEC TEMPE, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
CNL INCOME FEC TUCSON, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
	Name:	Kay S. Redlich
	Title:	Senior Vice President
TRUSTEE:
WILIMINGTON TRUST, NATIONAL ASSOCIATION, successor by merger to WILMINGTON TRUST FSB, as Trustee
By:	/s/ Joseph O’Donnell
	Name:	Joseph O’Donnell
	Title:	Authorized Signatory

EX-4.3.2

Exhibit 4.3.2

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 1, 2012, among CLP ELITCH GARDENS, LLC, a Delaware limited liability company f/k/a CNL Income Elitch Gardens, LLC, and CLP ELITCH GARDENS TRS CORP., a Delaware corporation f/k/a CNL Income Elitch Gardens TRS Corp. (together, the “Guaranteeing Subsidiaries”), subsidiaries of CNL LIFESTYLE PROPERTIES, INC., a Maryland corporation (or its permitted successor) (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, successor by merger to WILMINGTON TRUST FSB, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 5, 2011 (as supplemented, the “Indenture”), providing for the issuance of 7.250% Senior Notes due 2019 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);

WHEREAS, Guaranteeing Subsidiaries are Restricted Subsidiaries and are obtaining certain Indebtedness permitted to be incurred pursuant to Section 4.09 of the Indenture (the “Guaranteeing Subsidiaries’ Indebtedness”);

WHEREAS, the Guaranteeing Subsidiaries’ Indebtedness shall be guaranteed by the Company (the “Company Guarantee”);

WHEREAS, pursuant to Section 4.09(d)(9) of the Indenture, the Company Guarantee is permitted provided that the Guaranteeing Subsidiaries are a Guarantor;

WHEREAS, prior to the date hereof, the Guaranteeing Subsidiaries were not a Guarantor;

WHEREAS, in order to permit, and as a condition to its execution of, the Company Guarantee, the Guaranteeing Subsidiaries desire to execute and deliver to the Trustee, this Supplemental Indenture; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: May 1, 2012

GUARANTEEING SUBSIDIARIES:
CLP ELITCH GARDENS, LLC, a Delaware limited liability company (f/k/a CNL Income Elitch Gardens, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP ELITCH GARDENS TRS CORP., a Delaware corporation (f/k/a CNL Income Elitch Gardens TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
COMPANY:
CNL LIFESTYLE PROPERTIES, INC., a Maryland corporation
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
EXISTING GUARANTORS:
CLP PARTNERS, LP, a Delaware limited partnership (f/k/a CNL Income Partners, LP)
By:	CLP GP CORP.,
	a Delaware corporation, General Partner (f/k/a CNL Income GP Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP NORTHSTAR, LLC,
a Delaware limited liability company (f/k/a CNL Income Northstar, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP NORTHSTAR TRS CORP., a Delaware corporation (f/k/a CNL Income Northstar TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP SIERRA, LLC, a Delaware limited liability company (f/k/a CNL Income Sierra, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP SIERRA TRS CORP., a Delaware corporation (f/k/a CNL Income Sierra TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP LOON MOUNTAIN, LLC, a Delaware limited liability company (f/k/a CNL Income Loon Mountain, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP LOON MOUNTAIN TRS CORP.,
a Delaware corporation (f/k/a CNL Income Loon Mountain TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP SNOQUALMIE, LLC, a Delaware limited liability company (f/k/a CNL Income Snoqualmie, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP SNOQUALMIE TRS CORP., a Delaware corporation (f/k/a CNL Income Snoqualmie TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP BRIGHTON, LLC, a Delaware limited liability company (f/k/a CNL Income Brighton, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP BRIGHTON TRS CORP., a Delaware corporation (f/k/a CNL Income Brighton TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP BEAVER CREEK MARINA, LLC,
a Delaware limited liability company (f/k/a CNL Income Beaver Creek Marina, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP BEAVER CREEK MARINA TRS CORP., a Delaware corporation (f/k/a CNL Beaver Creek Marina TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP BURNSIDE MARINA, LLC, a Delaware limited liability company (f/k/a CNL Income Burnside Marina, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP BURNSIDE MARINA TRS CORP., a Delaware corporation (f/k/a CNL Burnside Marina TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP LAKEFRONT MARINA, LLC, a Delaware limited liability company (f/k/a CNL Income Lakefront Marina, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP LAKEFRONT MARINA TRS CORP.,
a Delaware corporation (f/k/a CNL Lakefront Marina TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP SANDUSKY MARINA, LLC, a Delaware limited liability company (f/k/a CNL Income Sandusky Marina, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP SANDUSKY MARINA TRS CORP., a Delaware corporation (f/k/a CNL Sandusky Marina TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP PIER 121 MARINA, LLC, a Delaware limited liability company (f/k/a CNL Income Pier 121 Marina, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP PIER 121 MARINA TRS CORP., a Delaware corporation (f/k/a CNL Pier 121 Marina TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP HOLLY CREEK MARINA, LLC,
a Delaware limited liability company (f/k/a CNL Income Holly Creek Marina, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP HOLLY CREEK MARINA TRS CORP., a Delaware corporation (f/k/a CNL Income Holly Creek Marina TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP EAGLE COVE MARINA, LLC, a Delaware limited liability company (f/k/a CNL Income Eagle Cove Marina, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP EAGLE COVE MARINA TRS CORP., a Delaware corporation (f/k/a CNL Income Eagle Cove Marina TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP BRADY MOUNTAIN MARINA, LLC, a Delaware limited liability company (f/k/a CNL Income Brady Mountain Marina, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP BRADY MOUNTAIN MARINA TRS CORP., a Delaware corporation (f/k/a CNL Income Eagle Cove Marina TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP ENCHANTED VILLAGE, LLC, a Delaware limited liability company (f/k/a CNL Income Enchanted Village, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP ENCHANTED VILLAGE TRS CORP., a Delaware corporation (f/k/a CNL Income Enchanted Village TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP MAGIC SPRING, LLC, a Delaware limited liability company (f/k/a CNL Income Magic Spring, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP MAGIC SPRING TRS CORP., a Delaware corporation (f/k/a CNL Income Magic Spring TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP HAWAIIAN WATERS, LLC,
a Delaware limited liability company (f/k/a CNL Income Hawaiian Waters, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP HAWAIIAN WATERS TRS CORP., a Delaware corporation (f/k/a CNL Income Hawaiian Waters TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP COLONY, LP, a Delaware limited partnership (f/k/a CNL Income Colony, LP)
By:	CLP COLONY GP, LLC,
	a Delaware limited liability company,
	General Partner (f/k/a CNL Income Colony GP, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP GARLAND, LP, a Delaware limited partnership (f/k/a CNL Income Garland, LP)
By:	CLP GARLAND GP, LLC,
	a Delaware limited liability company, General Partner (f/k/a CNL Income Garland GP, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP NORTHSTAR COMMERCIAL, LLC,
a Delaware limited liability company (f/k/a CNL Income Northstar Commercial, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP BEAR CREEK GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Bear Creek, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP PALMETTO GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Palmetto, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP SOUTH MOUNTAIN GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income South Mountain, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP VALENCIA GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Valencia, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP WESTON HILLS GOLF, LLC,
a Delaware limited liability company (f/k/a CNL Income Weston Hills, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP CANYON SPRINGS GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Canyon Springs, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP CINCO RANCH GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Cinco Ranch, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP FOSSIL CREEK GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Fossil Creek, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP PLANTATION GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Plantation, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP MANSFIELD GOLF, LLC,
a Delaware limited liability company (f/k/a CNL Income Mansfield, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP MESA DEL SOL, LLC, a Delaware limited liability company (f/k/a CNL Income Mesa Del Sol, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP LAKERIDGE GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Lakeridge, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP ROYAL MEADOWS GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Royal Meadows, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP PAINTED HILLS GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Painted Hills, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP FOX MEADOW GOLF, LLC,
a Delaware limited liability company (f/k/a CNL Income Fox Meadow, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP WEYMOUTH GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Weymouth, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP SIGNATURE OF SOLON GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Signature of Solon, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
GRAPEVINE GOLF CLUB, L.P., a Delaware limited partnership
By: GRAPEVINE GOLF, L.L.C., a Delaware limited liability company, General Partner
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP GATLINBURG PARTNERSHIP, LP, a Delaware limited partnership (f/k/a CNL Income Gatlinburg Partnership, LP)
By:	CLP GATLINBURG GP CORP., a Delaware corporation, General Partner (f/k/a CNL Income Gatlinburg GP Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP SOUTHWEST GOLF, LLC,
a Delaware limited liability company (f/k/a CNL Income EAGL Southwest Golf, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP WEST GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL West Golf, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP NORTH GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL North Golf, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP MIDWEST GOLF, LLC, a Delaware limited liability company(f/k/a CNL Income EAGL Midwest Golf, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP MIDEAST GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL Mideast Golf, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP LEASEHOLD GOLF, LLC,
a Delaware limited liability company (f/k/a CNL Income EAGL Leasehold Golf, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP MEADOWLARK GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL Meadowlark, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP LAS VEGAS GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL Las Vegas, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP TRADITIONAL GOLF I, LLC, a Delaware limited liability company (f/k/a CNL Income Traditional Golf I, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP CLEAR CREEK GOLF, LLC, a Delaware limited liability company (f/k/a CNL Income Clear Creek, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP LAKE PARK GOLF, LLC,
a Delaware limited liability company (f/k/a CNL Income Lake Park, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP BAKERSFIELD FEC, LLC, a Delaware limited liability company (f/k/a CNL Income FEC Bakersfield, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP CHARLOTTE FEC, LLC, a Delaware limited liability company (f/k/a CNL Income FEC Charlotte, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP KNOXVILLE FEC, LLC, a Delaware limited liability company (f/k/a CNL Income FEC Knoxville, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP FEC NORTH HOUSTON, LLC, a Delaware limited liability company (f/k/a CNL Income FEC North Houston, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP SOUTH HOUSTON FEC, LLC,
a Delaware limited liability company (f/k/a CNL Income FEC South Houston, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP RICHLAND HILLS FEC, LLC, a Delaware limited liability company (f/k/a CNL Income FEC Richland Hills, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP TAMPA FEC, LLC, a Delaware limited liability company (f/k/a CNL Income FEC Tampa, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP TEMPE FEC, LLC, a Delaware limited liability company (f/k/a CNL Income FEC Tempe, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP TUCSON FEC, LLC, a Delaware limited liability company (f/k/a CNL Income FEC Tucson, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President
CLP PACIFIC PARK, LLC, a Delaware limited liability company (f/k/a CNL Income Pacific Park, LLC)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

CLP PACIFIC PARK TRS CORP.,
a Delaware corporation (f/k/a CNL Income Pacific Park TRS Corp.)
By:	/s/ Joshua J. Taube
	Name:	Joshua J. Taube
	Title:	Vice President

TRUSTEE:
WILMINGTON TRUST, NATIONAL
ASSOCIATION, successor by merger to
WILMINGTON TRUST FSB, as Trustee
By:	/s/ Joseph O’Donnell
	Name:	Joseph O’Donnell
	Title:	Authorized Signatory

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED

SUB-PERMIT AND LEASE AGREEMENT

DATED AS OF AUGUST 10, 2009

BY AND BETWEEN

R&H US CANADIAN CYPRESS LIMITED

in its capacity as trustee of the

CYPRESS JERSEY TRUST

AS LANDLORD,

AND

CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP

AS TENANT

TABLE OF CONTENTS

			Page
1.	DEFINITIONS			2
	1.1.	Definitions		2
	1.2.	Affiliates		24
2.	SUB-PERMIT, LEASE AND TERM			24
	2.1.	Sub-Permit		24
	2.2.	Lease of Improvements		25
	2.3.	Authority of Tenant Under Cypress Permit and VANOC Agreements		25
	2.4.	Fixed Term		26
	2.5.	Extension Terms		26
	2.6.	Related Leases		27
3.	RENT			28
	3.1.	Rent		28
	3.2.	Confirmation of Percentage Rent		29
	3.3.	Additional Charges		30
	3.4.	Payment of Impositions.		31
	3.5.	Late Payment of Rent, Etc.		34
	3.6.	Triple Net Lease		35
	3.7.	Sales Tax		37
	3.8.	Withholding Tax		39
	3.9.	Deposit of Prepaid Minimum Rent		40
4.	USE OF THE CYPRESS PREMISES			41
	4.1.	Permitted Use.		41
	4.2.	Compliance with Legal/Insurance Requirements, Etc.		43
	4.3.	Environmental Matters		43
	4.4.	Negative Covenants		44
	4.5.	Nature Of Relationship		45
	4.6.	Application of Cypress Permit		46
	4.7.	Equipment Lease		48
	4.8.	Limitations on Tenant’s Exercise of Authority		49
5.	REPAIRS, MAINTENANCE AND REPLACEMENTS			50
	5.1.	Repairs and Maintenance Costs		50
	5.2.	Capital Renewals Reserve		52
	5.3.	Capital Expenditures Exceeding Capital Renewals Reserve		54
	5.4.	Ownership of Replacements		55
	5.5.	Yield Up		55
	5.6.	Management Matters		57

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6.	IMPROVEMENTS, ETC.		58
	6.1.	No Liens	58
	6.2.	Salvage	58
	6.3.	Project Budget Overruns	58
7.	LIENS		59
8.	PERMITTED CONTESTS		60
	8.1.	Right to Contest	60
	8.2.	Residence of Landlord	61
9.	INSURANCE		63
	9.1.	Insurance Coverages	63
	9.2.	General Insurance Provisions	65
	9.3.	Costs and Expenses	67
	9.4.	Waiver of Subrogation	67
	9.5.	Indemnification of Landlord	68
	9.6.	Landlord Advance	69
10.	DAMAGE, REPAIR AND EXPROPRIATION		69
	10.1.	Partial Destruction	69
	10.2.	Major Destruction	71
	10.3.	Reinstatement	71
	10.4.	Expropriation	72
	10.5.	Secured Loan Documents	73
11.	SECURITY		73
	11.1.	Security	73
	11.2.	Subordination and Attornment	74
	11.3.	Compliance with Cypress Permit	77
	11.4.	Liens; Credit	77
	11.5.	Amendments Requested by Secured Party	77
	11.6.	Blocked Account Arrangements	78
	11.7.	Direction re: Payment of Secured Loan and other Financial Indebtedness	78
12.	DEFAULTS AND REMEDIES		78
	12.1.	Events of Default	78
	12.2.	Remedies	82
	12.3.	Tenant’s Continuing Operation	83
	12.4.	Application of Funds	84
	12.5.	Landlord’s Right to Cure Tenant’s Default	85
13.	HOLDING OVER		85
14.	TRANSFERS BY LANDLORD OR SECURED PARTY		86
15.	SUBLETTING AND ASSIGNMENT		86
	15.1.	Restriction on Mortgaging, Subletting and Assignment	86
	15.2.	Transfer Limitation	90

- ii -

16.	TENANT CERTIFICATES AND FINANCIAL STATEMENTS		91
	16.1.	Tenant Certificates	91
	16.2.	Accounting, Distributions and Annual Reconciliation	91
	16.3.	Books and Records	92
	16.4.	Annual Business Plan	93
	16.5.	Update Meetings	93
	16.6.	Approvals.	93
	16.7.	Sarbanes-Oxley	94
17.	LANDLORD’S RIGHT TO INSPECT		95
18.	BUYBACK OPTION		95
19.	MISCELLANEOUS		96
	19.1.	Limitation on Payment of Rent	96
	19.2.	No Waiver	96
	19.3.	Remedies Cumulative	96
	19.4.	Severability	97
	19.5.	Acceptance of Surrender	97
	19.6.	No Merger of Title	97
	19.7.	Quiet Enjoyment	97
	19.8.	Dispute Resolution	98
	19.9.	No Recordation	100
	19.10.	Notices	100
	19.11.	Construction	102
	19.12.	Limited Recourse	103
	19.13.	Counterparts; Headings	103
	19.14.	Entire Agreement	103
	19.15.	Applicable Law, Etc.	104
	19.16.	Right to Make Agreement	105
	19.17.	Indemnity of Tenant’s Performance	105
	19.18.	Time	105
	19.19.	Exculpation of Trustee	105

- iii -

AMENDED AND RESTATED

SUB-PERMIT AND LEASE AGREEMENT

(WITH BUY BACK OPTION)

THIS AMENDED AND RESTATED SUB-PERMIT AND LEASE AGREEMENT (the “Lease”) is entered into as of this 10th day of August, 2009, by and between R&H US CANADIAN CYPRESS LIMITED a company incorporated pursuant to the laws of the Island of Jersey, solely in its capacity as trustee of CYPRESS JERSEY TRUST, a trust settled pursuant to the laws of the Island of Jersey, (the “Landlord”), and CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP, a British Columbia limited partnership (the “Tenant”).

RECITALS:

A. Landlord is the “Permittee” under the Cypress Permit (as defined herein) of certain portions of the Cypress Provincial Park currently being operated as the Cypress Mountain ski area.

B. With the consent of the Minister as defined in and contemplated by the Cypress Permit, the Landlord wishes to appoint Tenant as its sub-permittee under the Cypress Permit to carry out the obligations of the Permittee thereunder and to grant a sub-permit to Tenant of the Landlord’s rights under the Cypress Permit together with a lease of the Improvements (as defined herein), all subject to and upon the terms and conditions set forth herein.

C. CNL Personal Property TRS ULC, a Nova Scotia unlimited liability company and an affiliate of Landlord (“CNL TRS”) is the owner of the equipment, furniture, furnishings, inventory and other personal property used and useable in connection with the Tenant’s operations in Cypress Provincial Park, which personal property is leased to Tenant pursuant to a Personal Property Lease Agreement as of the Commencement Date (the “Personal Property Lease”).

D. Tenant’s parent company, Boyne USA, Inc. has been granted the right and option to buy back from Landlord the Cypress Permit and Improvements, together with the right and option to buy back from CNL TRS the related personal property, pursuant to a Buyback Option Agreement dated December 22, 2005 entered into by and among inter alia, CNL Income Partners, LP (an affiliate of Landlord and of CNL TRS) and Boyne USA, Inc.

E. Landlord and Tenant entered into that certain Sub-Permit and Lease Agreement dated as of the Commencement Date, pursuant to which Landlord leases the Leased Property (as hereinafter defined) to Tenant, and Tenant leases the Leased Property from Landlord (the “Original Lease”).

F. Landlord and Tenant hereby acknowledge that the Original Lease controlled from the Commencement Date until the date hereof.

G. Landlord and Tenant have agreed to amend and restate the Original Lease in its entirety to incorporate certain matters more particularly set forth herein.

AGREEMENT:

In consideration of the Rent payable by Tenant hereunder and the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. DEFINITIONS

1.1. Definitions.

For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article shall have the meanings ascribed to them in this Article and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein shall have the meanings ascribed to them in accordance with GAAP, (c)

2

all references in this Lease to designated “Articles,” “Sections” and other subdivisions of this Lease and “Exhibits” are to the designated Articles, Sections, other subdivisions of this Lease and Exhibits and (iv) the words “herein”, “hereof” “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision.

“Accounting Period” shall mean each calendar month during the Term, or part thereof where the Term commences on a date other than the first day of a calendar month or ends on the last day of a calendar month, unless otherwise agreed by both parties.

“Accounting Period Statement” shall have the meaning given such term in Section 16.2.

“Additional Charges” shall have the meaning given such term in Section 3.3.

“Additional Minimum Rent” shall mean with respect to any Fiscal Year an amount equal to the aggregate of Additional Minimum Rent applicable to each Landlord Expenditure hereafter made by Landlord. For each Landlord Expenditure hereafter made by Landlord, Additional Minimum Rent shall be paid by Tenant for each Fiscal Year in an amount equal to the product of: (a) the Subsequently Agreed Lease Rate applicable to such additional Landlord Expenditure and (b) the amount of such Landlord Expenditure. Landlord shall notify Tenant in writing as to the Additional Minimum Rent amount, and the calculation thereof, at the time of each Landlord Expenditure.

“Affiliates” shall have the meaning given such term in Section 1.2.

“Annual Budget” shall have the meaning given such term in Section 16.4.

“Applicable Laws” shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including Environmental Laws.

3

“Asset Purchase Agreement” shall mean that Asset Purchase Agreement entered into by and between Tenant and Gatlinburg Skylift, LLC, as sellers, and CNL Income Partners, LP, as purchaser, dated, December 22, 2005 as said agreement was assigned by CNL Income Partners, LP, as to the Skylift Assets (as defined therein) to CNL Gatlinburg Partnership, LP and as to the Cypress Assets (as defined therein) to the Landlord and CNL TRS, as same may be amended, extended, supplemented, replaced and renewed from time to time.

“Award” shall mean all compensation, sums or other consideration, benefit or value awarded, paid to or to the order of or for the benefit of Landlord in respect of total or partial Expropriation of the Landlord’s rights as to any portion of the Cypress Premises (after deduction of all reasonable legal fees and other reasonable costs and expenses of Landlord, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).

“Big Sky Loan Agreement” shall mean that certain Loan Agreement dated as of September 23, 2008 by and among Big Sky Resort, LLC, Boyne USA, Inc., Boyne Properties, Inc., each a Michigan corporation, and Summit Hotel, LLC, a Montana limited liability company, individually and collectively referred to therein as Borrower, and CNL Income Lending I, LLC, a Delaware limited liability company, as Lender, as the same may be amended from time to time.

“Business Day” shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in the Province are authorized by law or executive action to close.

4

“Buyback Option” shall mean the Buyback Option Agreement, dated December 22, 2005, executed by CNL Gatlinburg Partnership, LP, CNL Income Partners, LP and Boyne USA, Inc., a copy of which is attached hereto as Schedule 1.1A and which, with respect to the Leased Property and the Personal Property have been assumed by Landlord and by CNL TRS pursuant to an “Assumption of Buyback Option Obligation” dated as of the Commencement Date.

“Capital Expenditure” shall mean the expenditures and capital lease payments approved by Landlord in accordance with the requirements of this Lease and necessary for alterations, improvements, renewals, replacements, and additions to the Improvements which are classified as “capital expenditures” under GAAP.

“Capital Renewals Reserve” shall have the meaning given such term in Section 5.2.A.

“Capital Reserve Budget” shall have the meaning given such term in Section 5.2.C.

“Claims” shall have the meaning given such term in Article 8.

“Closing” shall mean the closing of the purchase by Landlord and sale by Tenant of the Cypress Permit and Improvements, and the purchase by CNL TRS and the sale by Tenant of the Personal Property related thereto as contemplated by the Asset Purchase Agreement, including the execution and delivery of this Lease by the Landlord and the Tenant and all agreements dated as of the Commencement Date.

“CNL TRS” has the meaning given to it in Recital D to this Lease and shall include successors and assigns thereof in accordance with the Personal Property Lease.

“Code” shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as amended from time to time, when reference is made to US Code, and the Income Tax Act (Canada) whenever reference is made to Canadian tax laws.

5

“Commencement Date” shall mean May 26, 2006, being the same date as the date of Closing under the Asset Purchase Agreement.

“Contracts” shall mean all maintenance, service and supply contracts, and all other similar agreements for goods or services in connection with the Cypress Premises or the Leased Property other than the Licenses and Permits.

“Control” and “Controlled” shall mean, in respect of any Person, (i) the right to exercise, directly or indirectly, a majority of the votes which may be voted at a meeting of (A) the shareholders of such Person, in the case of a corporation, (B) the shareholders of the general partner of such Person, in the case of a limited partnership or (C) the equity holders or other voting participants in the case of a Person that is not a corporation or a limited partnership, or (ii) the right to elect or appoint, directly or indirectly, a majority of (A) the directors of such Person, in the case of a corporation, (B) the directors of the general partner of such Person, in the case of a limited partnership or (C) a majority of the Persons who have the right to manage or supervise the management of the affairs and business of such Person, in the case of a Person that is not a corporation or a limited partnership.

“Cypress Permit” shall mean Park Use Permit 1506, dated September 13, 1984, issued by Her Majesty, the Queen in right of the Province of British Columbia represented by the Minister as such Park Use Permit has been amended or supplemented by agreements dated June 17, 1985, November 5, 1986, June 4, 1987, August 15, 1987, October 16, 1987, August 19, 1988, February 19, 1997, June 26, 1997, and February 20, 2001, and as amended and restated by agreement dated February 20, 2001, and as further amended by a second amendment dated February 20, 2001 and further amendments made as of October 1, 2001, April 10, 2006, and May 26, 2006, including the CRA Master Plan as defined in such permit, as assigned by Tenant to Landlord, with the consent of the Minister as same may be restated, extended, supplemented, replaced and reviewed from time to time.

6

“Cypress Premises” shall mean all of those lands to which Landlord has been granted rights of use pursuant to the Cypress Permit including, without limitation, the Controlled Recreation Area and those portions thereof referred to as the Alpine Ski Area, the Nordic Ski Area, the Parking Facilities, and the Maintenance Areas as well as the Surrounding Lands, all as described and defined in the Cypress Permit.

“Date of Taking” shall mean the date the Expropriator has the right to possession of the Cypress Premises, or any portion thereof in connection with a Expropriation.

“Default” shall mean any event or condition existing which with the giving of notice and/or lapse of time would ripen into an Event of Default.

“Emergency Requirements” shall mean any of the following events or circumstances: (a) an emergency threatening the Cypress Premises or Improvements, or the life, safety or property of its tenants, subtenants, customers, invitees or employees; (b) a violation of any Legal Requirement or any condition, the continuation of which would subject Tenant or Landlord to civil or criminal liability.

“Entity” shall mean any corporation, general or limited partnership, limited liability company, limited liability partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, Government Agency or political subdivision thereof or any other association or entity.

“Environment” shall mean soil, surface waters, ground waters, land, streams, sediments, surface or subsurface strata and ambient air.

7

“Environmental Claims” shall mean all claims for reimbursement, remediation, abatement, removal, clean up, contribution, personal injury, property damage or damage to natural resources made by any Government Agencies or other Person arising from or in connection with the (i) presence or actual or potential spill, leak, emission, discharge or release of any Hazardous Materials over, on, in, under or from the Cypress Premises, or (ii) violation of any Environmental Laws with respect to the Cypress Premises.

“Environmental Laws” shall mean any Applicable Laws which regulate the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation, or an actual or potential spill, leak, emission, discharge or release of any Hazardous Materials, pollution, contamination or radiation into any water, soil, sediment, air or other environmental media, including, without limitation, the Canada Environmental Assessment Act (Canada), the Transportation of Dangerous Goods Act (Canada), the Waste Management Act (British Columbia), the Contaminated Sites Regulation Act (British Columbia) and all other federal, regional, provincial and local laws, as amended as of the time in question.

“Environmental Liabilities” shall mean all liabilities under any Environmental Laws arising from or in connection with the Cypress Premises, including, without limitation, any obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual or potential spill, leak, emission, discharge or release of any Hazardous Materials, pollution, contamination or radiation into any water, soil, sediment, air or other environmental media.

“Event of Default” shall have the meaning given such term in Section 12.1.

“Expenditure Documents” shall have the meaning given such term in Section 5.2D.

“Expropriation” shall mean (a) the exercise of any governmental power with respect to the Cypress Premises, whether by legal proceedings or otherwise, by an Expropriator of its

8

power of condemnation or expropriation, (b) a voluntary sale or transfer of the Cypress Premises by Landlord to any Expropriator, either under threat of expropriation or while legal proceedings for expropriation are pending, or (c) a taking or voluntary conveyance of all or part of the Cypress Premises, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any expropriation proceeding affecting the Cypress Premises, whether or not the same shall have actually been commenced.

“Expropriator” shall mean the Province, or any other public or quasi-public authority, or Person having the power of Expropriation.

“Extension Terms” shall have the meaning given such term in Section 2.5.

“Financial Indebtedness” shall mean any indebtedness or liability, direct or indirect, absolute or contingent, for or in respect of any borrowed money, any guarantee of borrowed money or any indemnity or reimbursement obligations with respect to a letter of credit, including indebtedness under a debt instrument given in payment of the purchase price of an investment.

“Financial Statements” shall mean a balance sheet, profit and loss statement, statement of shareholders equity, and cash flow statement for the Premises and the operations thereon, all prepared in accordance with GAAP consistently applied.

“Fiscal Year” shall mean each calendar year ending at midnight on December 31 of each calendar year during the Term, or part thereof.

“Fixed Term” shall have the meaning given such term in Section 2.4.

“GAAP” shall mean United States generally accepted accounting principles applied on a consistent basis, as such principles may be duly modified from time to time where appropriate.

“Government Agencies” shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission,

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department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of Canada, the Province or the local jurisdiction in which the Cypress Premises is located or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or the Cypress Premises or any portion thereof or the Leased Property operated thereon.

“Gross Revenues” shall mean, subject to the exclusions listed below, all collected, recovered or accrued revenue and income from the operation of the Cypress Premises and properly attributable to the Fiscal Year under consideration, determined without duplication and in accordance with GAAP and, for purposes of greater certainty, Gross Revenues shall include, but shall not be limited to:

(i) the revenues and payments received, recovered or accrued from any party, including, without limitation, amounts for ski passes, parking, chair lift tickets, tow rope tickets, locker rental, equipment rental, snowmobile rental, instruction classes for skiing and other activities, filming and photograph licenses, hiking permits, cabin rentals, food and beverage services, rent and fees from subtenants, concessionaires and the like, services provided to the Province and any third parties, and amounts received pursuant to the VANOC Agreement other than as payment or reimbursement for the Tenant’s design, construction, procurement or installation of Improvements on behalf of VANOC as contemplated by the VANOC Agreement or any agreement, contract or other instrument that is entered into between VANOC and the Tenant in respect of the Improvements contemplated by the VANOC Agreement (as such may hereafter be amended or modified).

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(ii) the net proceeds of use and occupancy or business interruption insurance with respect to the operation of the Cypress Premises and Leased Property (after deduction from said proceeds of all necessary expenses incurred in the adjustment or collection thereof); and

(iii) any amounts under the terms of any other shared services agreements, licenses, easements or servitudes relating to the Cypress Premises;

Gross Revenues shall not include:

A. Sales tax or similar charges which are required by law to be collected directly from sublessees, if any, or as part of the sale price of any goods or services or displays and which must be remitted to competent governmental taxing authorities;

B. proceeds or awards arising from a taking or Expropriation of capital property other than an award for temporary use;

C. receipts or credits for settlement of claims for loss or damage to personal property or furnishings;

D. proceeds from any insurance policy except for the net proceeds of use and occupancy or business interruption insurance;

E. receipts of a capital nature;

F. receipts collected by Tenant on behalf of and which are remitted to another person, and not properly recordable as “revenues” according to GAAP; and

G. amounts received for the sale of goods or services by subtenants and concessionaires, unaffiliated with Tenant, who pay rent or fees to Landlord for the privilege of such subtenancy or concession.

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“Hazardous Materials” shall mean and include any substance or material containing one or more of any of the following: “hazardous material,” “hazardous waste,” “hazardous substance,” “regulated substance,” “petroleum,” “pollutant,” “contaminant,” “polychlorinated biphenyls,” “lead or lead-based paint” or “asbestos” as such terms are defined in any applicable Environmental Law in such concentration(s) or amount(s) as may impose clean-up, removal, monitoring or other responsibility under the Environmental Laws, as the same may be amended from time to time, and any other substance or material (including, without limitation, mould) which may present a significant risk of harm to customers, invitees or employees of the Tenant.

“Impositions” shall mean collectively, all fees and other amounts payable under or pursuant to the Cypress Permit, and all taxes (including, without limitation, all taxes imposed under the laws of the Province and the local jurisdiction in which the Cypress Premises is located, as such laws or regulations may be amended from time to time, and all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the businesses conducted upon the Cypress Premises), Tax on Capital, surtaxes, assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the Commencement Date), all assessments, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Cypress Premises,

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the Leased Property, or the businesses conducted thereon by Tenant or any subtenants (including all interest and penalties thereon due to any failure in payment by Tenant or any subtenants), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien or hypothecation upon (a) Landlord’s interest in the Cypress Premises, (b) the Cypress Premises or any part thereof or any rent or fees therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Cypress Premises or Leased Property or the leasing or use of the Cypress Premises or Leased Property or any part thereof by Tenant or any subtenants, if any; provided, however, that nothing contained herein shall be construed to require Tenant to pay: (i) any income tax of Landlord, (ii) any transfer fee or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Cypress Permit, the Leased Property or the proceeds thereof, (iii) any single business, gross receipts tax (from any source other than the rent received by Landlord from Tenant), or similar taxes as the same relate to or are imposed upon Landlord, except to the extent that any tax, assessment, tax levy or charge that would otherwise be an Imposition under this definition which is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (i) or (ii) preceding is levied, assessed or imposed expressly in lieu thereof, (iv) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to this Lease, (v) any Impositions imposed on Landlord that are a result of Landlord not being considered a “Canadian Resident Person” as defined in the Income Tax Act (Canada), (vi) any Impositions that are enacted or adopted by their express terms as a substitute for any tax

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that would not have been payable by Tenant pursuant to the terms of this Lease, or (vii) any Impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement entered into by Landlord governing Landlord’s conduct or operation or as a result of the negligence or willful misconduct of Landlord.

“Improvements” shall mean those affixed buildings, fixtures, structures and other improvements within the Cypress Premises that constitute real property or fixtures under Applicable Law, over which Landlord has rights of use, occupancy, or control under the terms of the Cypress Permit, including all Improvements hereafter to be constructed at the Cypress Premises under the terms of the VANOC Agreement to be dealt with in accordance with the provisions of Section 5.4 or otherwise.

“Indemnifier” shall mean Boyne USA, Inc., a Michigan corporation, its successors and permitted assigns.

“Indemnity” shall mean the Guaranty Indemnity Agreement made by Indemnifier in favour of Landlord as of the Commencement Date, as such may be modified or amended from time to time in accordance with its terms.

“Initial Landlord Expenditure” is CDN $19,719,827.86, which is the agreed amount allocated to Landlord’s Expenditures in connection with the acquisition of the Cypress Permit and the Improvements.

“Initial Minimum Rent” shall mean with respect to any Fiscal Year an amount equal to the product of: (a) the Initial Landlord Expenditure; and (b) the Originally Agreed Lease Rate for such Fiscal Year. Initial Minimum Rent, on an annual basis, shall be CDN $2,021,282.36 from the date of this Lease until December 31, 2006 (10.25% times the Initial Landlord Expenditure).

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“Insurance Requirements” shall mean all terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters in Canada as well as any such demand under the Secured Loan Documents or any other body exercising similar functions binding upon Landlord, Tenant or the Cypress Premises.

“Insurance Retention” shall have the meaning given such term in Section 9.3B.

“Interest Rate” shall mean an annual rate of interest equal to, as of the date of determination, the Originally Agreed Lease Rate plus two hundred (200) basis points.

“Landlord Expenditure” shall mean any expenditure made by Landlord in connection with the Landlord’s investment in the Leased Property, including without limitation each amount expended by Landlord to fund the cost of any excess Capital Expenditure pursuant to Section 5.3 of the Lease. Landlord and Tenant agree and confirm upon execution of this Lease that the Landlord’s Expenditure in connection with Landlord’s acceptance of the Leased Property is the Initial Landlord Expenditure. Additional Landlord Expenditures after the Commencement Date are referred to as “Additional Landlord Expenditures”. Landlord shall notify Tenant in writing of each Additional Landlord Expenditure subsequent to the date of this Lease, which amount shall be final and conclusive in the absence of manifest error.

“Landlord Liens” shall mean Liens on or against the Cypress Permit, the Cypress Premises or any payment of Rent (a) which result from any act of, or any claim against, Landlord or the Province which result from any violation by Landlord of any terms of this Lease, or (b) which result from Liens in favour of any taxing authority by reason of any tax owed by Landlord or the Province; provided, however, that “Landlord Lien” shall not include any Lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.

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“Lease” shall mean this Amended and Restated Sub-permit and Lease Agreement, including all Schedules and Exhibits hereto, as it and they may be amended from time to time as herein provided.

“Lease Rate” shall mean that percentage rate agreed by Landlord and Tenant to be applicable to a given Landlord Expenditure for the calculation of Minimum Rent. The Lease Rate applicable to each Landlord Expenditure subsequent to the date of this Lease shall be the Subsequently Agreed Lease Rate.

“Lease Year” shall mean any Fiscal Year during the Term and any partial Fiscal Year at the beginning or end of the Term.

“Leased Property” shall mean all of the Improvements and the non-exclusive right to use and occupy the Cypress Premises pursuant to the Cypress Permit.

“Legal Requirements” shall mean all federal, provincial, municipal and other governmental statutes, laws, rules, orders, regulations, safety standards, ordinances, judgments, decrees and injunctions affecting the Cypress Premises or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all regulations and processes required as a result of the Cypress Premises being located in Cypress Provincial Park, (b) all Environmental Laws, and (c) all applicable safety code requirements, imposed by Government Agencies and (e) all permits, licenses, authorizations, certificates and regulations necessary to operate the Cypress Premises and Leased Property for its Permitted Use, and (f) all covenants, agreements, declarations, restrictions and encumbrances contained in any instruments at any time in force affecting the Cypress Premises

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or the Leased Property as of the Commencement Date, or to which Tenant has consented or required to be granted pursuant to Applicable Laws, including those which may (i) require material repairs, modifications or alterations in or to the Cypress Premises or Leased Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlord’s or any Affiliates of Landlord’s status as a real estate investment trust.

“Licenses and Permits” shall mean all licenses, permits, consents, authorizations, approvals, registrations and certificates issued by any Government Agency which are held by Landlord with respect to the Cypress Premises or the Leased Property, including, without limitation, those necessary for the construction, use or occupancy of the Cypress Premises or the Leased Property, to the extent that the same are transferable, together with any deposits made by Landlord thereunder to the extent that they are transferable but specifically excluding from this definition the Cypress Permit.

“Lien” shall mean any mortgage, hypothecation, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Financial Indebtedness or performance of any other obligation in priority to payment of its general creditors.

“Loan Agreement” shall mean that certain Loan Agreement of even date herewith by and among Big Sky Resort, LLC, Boyne USA, Inc., Boyne Properties, Inc., Bay Harbor Golf Club, Inc., each a Michigan corporation, and The Inn at Bay Harbor, LLC, a Michigan limited liability company, individually and collectively as Borrower, and CNL Income Lending I, LLC, a Delaware limited liability company, as Lender.

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“Major Destruction” shall mean damage to the Improvements resulting in a cost of repair, replacement or rebuilding of such damaged portion of the Leased Property, as reasonably estimated by Landlord, that will exceed U.S.One Million Dollars (U.S.$1,000,000.00), and at the time of such damage there remain less than two (2) years to the expiration of the Term of this Lease; provided, however, that if the Tenant is entitled to an Extension Term and agrees in writing that this Lease shall not be terminated at the end of the Term but shall be extended through the next Extension Term, then such damage shall not be deemed a “Major Destruction.”

“Management Agreement” shall have the meaning set forth in Section 5.6 of this Lease.

“Minimum Rent” shall mean with respect to any Fiscal Year an amount equal to the sum of: (a) the Initial Minimum Rent; and (b) the Additional Minimum Rent.

“Minister” shall mean the Minister of Environment or such other Minister from time to time as defined in, and having responsibility for the Cypress Permit;

“Notice” shall mean a notice given in accordance with Section 19.10.

“Officer’s Certificate” shall have the meaning given such term in Section 3.1B

“Original Lease” shall have the meaning given such term in Recital E.

“Originally Agreed Lease Rate” shall mean eleven percent (11.00%) from the date of this Lease through the remainder of the Fixed Term and any Extension Term.

“Parent” shall mean, with respect to any Person, any Person which directly or indirectly, through one or more Subsidiaries or Affiliates, (a) owns more than fifty percent (50%) of the voting or beneficial interest in, or (b) otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.

“Partial Destruction” shall mean any damage to a portion of the Leased Property which is not a Major Destruction.

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“Percentage Rent” shall have the meaning given such term in Section 3.1.B.

“Permitted Encumbrances” shall mean all rights, restrictions, easements, and agreements affecting the Cypress Premises on the date of this Lease, or hereafter imposed thereon pursuant to the Cypress Permit or the VANOC Agreement, or with the written consent of Landlord and Tenant.

“Permitted Use” shall mean only such use of the Cypress Premises permitted pursuant to Section 4.1A.

“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

“Personal Property” shall mean all of those items of furniture, equipment and other tangible personal property owned by CNL TRS or Landlord and located at or used or usable in connection with the Premises, including without limitation all items of personal property described in the Personal Property Schedule attached to the Personal Property Lease as Exhibit “A”, as such items of personal property are modified, replaced, altered and added to. Personal Property shall include, but is not limited to, all items of personal property hereafter purchased with funds from the capital renewals reserve established under the Personal Property Lease. For greater certainty, Personal Property does not include any property that is, or may become, a Retained Business Asset as defined in, and pursuant to, the terms of the Turnover Agreement.

“Personal Property Lease” shall mean that certain Personal Property Lease Agreement by and between Tenant and CNL TRS pursuant to which the Personal Property owned by CNL TRS and located at or used in connection with the operations at the Cypress Premises is leased by Tenant.

“Province” shall mean the Province of British Columbia.

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“Related Leases” shall mean those leases more particularly described on Schedule 1.1B attached hereto and by this reference incorporated herein.

“Related Tenants” shall mean those entities set forth on Schedule 1.1B as the tenants under the Related Leases.

“Re-letting Expenses” shall have the meaning given such term in Section 12.2.

“Rent” shall mean, collectively, the Minimum Rent, Percentage Rent and Additional Charges.

“Replacement Value” shall mean the costs of repairing, replacing or reinstating any item of property with materials of like kind and quality on the same or similar site without deduction for physical, accounting or any other depreciation.

“Revenue Audit” shall have the meaning given such term in Section 3.2.

“Sales Tax” shall mean all goods and services taxes, sales taxes, multi-stage sales taxes, use or consumption taxes, business transfer taxes, value added or transaction taxes and any other existing or future tax imposed with respect to any amount payable by Tenant to Landlord under this Lease other than Withholding Tax.

“Secured Loan” shall mean any loan made by the Secured Party to Landlord secured by a mortgage or collateral assignment against the Cypress Permit or Leased Property, in whole or in part, from time to time as said Secured Loan is amended, extended, renewed, supplemented and/or replaced from time to time.

“Secured Loan Agreement” shall mean any loan agreement evidencing and/or governing any Secured Loan made by a Secured Party to Landlord from time to time as said agreement is amended, extended, renewed, supplemented and/or replaced from time to time.

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“Secured Loan Documents” shall mean the Security Instrument, the Secured Loan Agreement and any note or notes evidencing the Secured Loan secured by the Security Instrument as well as all guarantees and/or indemnities executed and/or delivered in connection therewith and any and all other documents evidencing, securing, governing or otherwise entered into in connection with the Secured Loan as such agreements, guarantees and/or indemnities may be amended, extended, renewed, supplemented and/or replaced from time to time.

“Secured Party” shall mean an institutional lender which is the holder of any Security Instrument and its successors and assigns.

“Security Instrument” shall mean any mortgage, debenture, charge, hypothecation, deed of trust, or security document encumbering Landlord’s interest in the Cypress Permit, the Leased Property, and/or this Lease from time to time as said instrument is amended, extended, renewed, supplemented and/or replaced from time to time.

“Skylift” shall mean Gatlinburg Skylift, LLC, a Michigan limited liability company, its successors and assigns.

“Skylift Lease” shall mean that certain Amended and Restated Sublease Agreement of even date herewith, by and between CNL Gatlinburg Partnership, LP, as sublessor and Skylift, as sublessee.

“Sole Discretion” shall mean, in each instance, discretion exercised by the relevant party in its sole subjective and unfettered discretion which discretion may be exercised unreasonably and/or arbitrarily.

“Subsequently Agreed Lease Rate” shall mean the Lease Rate agreed by Landlord and Tenant as applicable to each Landlord Expenditure made by Landlord subsequent to the Initial Landlord Expenditure, for purposes of calculating Additional Minimum Rent. In the absence of

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written agreement by Landlord and Tenant as to the amount of the Subsequently Agreed Lease Rate, Landlord and Tenant agree that the Subsequently Agreed Lease Rate applicable to a given Landlord Expenditure shall be the Originally Agreed Lease Rate.

“Subsidiary” shall mean, with respect to any Person: (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect the majority of the board of directors of such corporation is at the time directly or indirectly owned by (A) such Person, (B) such Person and one or more corporations each of which is Controlled by such Person or (C) one or more corporations each of which is Controlled by such Person, or (ii) any limited or general partnership, joint venture, limited liability company, trust or other Entity as to which (A) such Person, (B) such Person and one or more Persons referred to in clause (i) above or (C) one or more Persons referred to in clause (i) above owns more than a 50% ownership, equity or similar interest or has power to direct or cause the direction of management and policies, or the power to elect the general partner or managing partner (or equivalent thereof) of such limited or general partnership, joint venture, limited liability company, trust or other Entity, as the case may be.

“Tax on Capital” shall mean the amount determined by Landlord as the taxes, rates, duties and/or assessments presently or hereafter payable by, levied upon, rated upon, charged to and/or assessed against the permittee and/or sub-permittee from time to time of the Cypress Premises (or if the permittee or sub-permittee of the Cypress Premises at any time is a trust, the beneficiaries of such trust, or if the Landlord permitted or sub-permitted of the Cypress Premises at any time is a partnership, the partners of such partnership, or if there is more than one owner, by each of them), under any legislation of any authority having jurisdiction now or hereafter in effect imposing taxes on account of capital, taxable capital or capital of the owner of the Cypress

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Premises (or such partners, beneficiaries or persons) which it (or they) have employed or invested, directly or indirectly, in the Cypress Premises, including, without limitation, the amount payable in respect of the tax commonly known as large corporation tax payable under Part 1.3 of the Income Tax Act (Canada), as amended or replaced from time to time. If the permittee of the Cypress Premises (or, if applicable, the partners of the partnership or beneficiaries of the trust which is the permittee of Cypress Premises) owns (or own) more than one property, the amount of the taxes herein referred to which shall constitute Tax on Capital will be determined on the basis of an allocation of such taxes among such properties made by Landlord, acting reasonably, and subject to review by the Tenant.

“Term” shall mean, collectively, the Fixed Term and the Extension Terms, to the extent properly exercised pursuant to the provisions of Section 2.5, unless sooner terminated pursuant to the provisions of this Lease.

“Threshold” shall have the meaning given such term on Schedule 3.1.B.

“Total Percentage Rent” shall have the meaning given such term on Schedule 3.1.B.

“Turnover Agreement” shall mean that certain “Turnover Agreement” dated as of the Commencement Date made by and among Tenant, and CNL TRS with respect to the turnover by Tenant to CNL TRS of certain “Retained Business Assets” as more particularly described therein, upon the expiration or termination of this Lease, as such agreement may be amended, modified and/or supplemented from time to time.

“VANOC” shall mean the Vancouver Organizing Committee For The 2010 Olympic And Paralympic Winter Games —Comite D’Organisation Des Jeux Olympiques Et Paralympiques D’Hiver De 2010 A Vancouver, a corporation organized under the laws of Canada and its successors and assigns.

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“VANOC Agreement” shall mean that certain Games Venue Agreement dated December 10, 2002, by and between Tenant and Vancouver 2010 Bid Corporation, a corporation organized under the laws of the Province of British Columbia, as amended by an Amending Agreement dated May 26, 2003, which VANOC Agreement was assumed by VANOC, as such agreement may be further amended, modified, restated or replaced from time to time.

“Withholding Tax” has the meaning given to it in Section 3.8.

1.2. Affiliates. In this Lease, two entities are “Affiliates” if (i) one of the entities is a Subsidiary of the other Entity, (ii) both of the entities are Subsidiaries of the same Entity, (iii) both of the entities are Controlled by the same Person or Entity, (iv) one of the entities is a partnership and the other Entity is its general partner, or (v) one of the entities is a trust and the other Entity is its beneficiary, and where a Person is an Affiliate of two entities each of those entities will be Affiliates of each other (for greater certainty, a partnership and a trust shall be deemed to be entities for the purpose of the foregoing).

2. SUB-PERMIT, LEASE AND TERM

2.1. Sub-Permit. Upon and subject to the terms and conditions hereinafter set forth, Landlord hereby appoints Tenant as sub-permittee under the Cypress Permit to carry out all of the obligations of the permittee thereunder and in connection therewith Landlord hereby grants a sub-permit to and in favour of Tenant including the right to use and occupy the Cypress Premises for the purposes and subject to the limitations and conditions set forth in the Cypress Permit and in this Lease. Tenant hereby covenants and agrees to pay and perform all obligations of the “Permittee” as provided for in the Cypress Permit.

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2.2. Lease of Improvements. Landlord hereby leases to Tenant, and grants to Tenant the right to use and occupy, the Improvements located at the Cypress Premises, subject to the limitations and conditions set forth in the Cypress Permit and in this Lease. Tenant confirms that Tenant has inspected the Cypress Premises and the Leased Property and has reviewed the Permitted Encumbrances, and all related agreements and documentation. In that regard, Tenant acknowledges and agrees that it is leasing and/or assuming Landlord’s relevant interests in the Permitted Encumbrances, the Cypress Premises and the Leased Property, “AS IS/WHERE IS.” LANDLORD MAKES ABSOLUTELY NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Tenant agrees to indemnify and hold Landlord and Landlord’s agents, employees, officers, and directors harmless from and against, any and all Claims, including any and all attorneys’ fees and legal expenses, arising from or caused directly or indirectly by any actual or alleged use, possession, maintenance, condition (whether or not latent or discoverable), operation, location, delivery or transportation of any of the Leased Property. This indemnity remains in full force notwithstanding the termination or expiration of this Lease, but will be released as to the original Tenant at the time of any Transferee’s assumption of this Lease and release of original Tenant if provided pursuant to Section 15.1C.

2.3. Authority of Tenant Under Cypress Permit and VANOC Agreements. The Landlord hereby appoints the Tenant to carry out all of the obligations of Landlord under each of the Cypress Permit and the VANOC Agreement. The Tenant is authorized and hereby covenants and agrees to carry out on behalf of the Landlord, and shall otherwise perform all obligations of the Landlord under the Cypress Permit and the VANOC Agreement, at the sole

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cost and expense of the Tenant. The authority herein granted shall include the power to administer and manage the day to day responsibilities of Landlord and of the other parties to the Cypress Permit and VANOC Agreement, and to do any act and to make any decision with respect the Cypress Permit and the VANOC Agreement necessary to carry out such obligations. Such authority shall at all times be exercised by Tenant in the best interests of the Landlord. The Province and VANOC shall have the right to assume that Tenant is authorized to take such action and make any decision with respect to Landlord’s obligations under the Cypress Permit and VANOC Agreement, and may act in reliance thereupon.

2.4. Fixed Term. The initial term of this Lease (the “Fixed Term”) commenced on the Commencement Date and shall expire on March 31, 2026 unless sooner terminated in accordance with the provisions hereof.

2.5. Extension Terms. Provided that no Event of Default shall have occurred and be continuing, this Lease shall automatically extend for four (4) consecutive extension terms of five (5) years each (each being an “Extension Term”) (the latter of which Extension Term is subject to the renewal of the Cypress Permit in accordance with its terms), unless Tenant elects, by providing Notice to Landlord not sooner than thirty (30) months and no later than twenty-four (24) months prior to the scheduled expiration of the Fixed Term or the current Extension Term, as applicable, to not extend and to terminate this Lease and the Personal Property Lease upon the expiration of the then fixed Term or the current Extension Term as the case may be. In any event this Lease shall terminate upon expiration of the initial term of the Cypress Permit if such term of the Cypress Permit is not renewed or extended. Notwithstanding the foregoing, in the event that Skylift

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elects not to extend and to terminate the Skylift Lease with respect to any extension term of the Skylift Lease, or if the Skylift Lease is terminated for any other reason, then at Landlord’s option the Tenant shall immediately lose the right to any additional Extension Terms under this Lease. Any such Notice of non-extension and termination shall, if given, be irrevocable, but Tenant’s failure to give any such notice of non-extension and termination shall not preclude Landlord from exercising any of its rights to terminate this Lease in accordance with the terms hereof but subject to the provisions of the Buyback Option. Each Extension Term shall commence on the day succeeding the expiration of the Fixed Term or the preceding Extension Term, as the case may be. All of the terms, covenants and provisions of this Lease shall apply to each such Extension Term providing Tenant shall have no right to extend the Term beyond the expiration of the fourth and final Extension Term.

2.6. Related Leases. Tenant’s right to renew the Lease for any Extension Term is conditioned upon all of the Related Tenants contemporaneously extending the Related Leases for corresponding extension terms under the Related Leases; provided, however, that the preceding shall not apply with respect to any Related Lease which has been terminated by virtue of the expiration of the United States Forest Service Permit relating to the property which is the subject of such Related Lease, or other equivalent governmental permit issued in connection with the property which is the subject of a Related Lease. Landlord and Tenant will reasonably cooperate with each other and use their respective commercially reasonable efforts to obtain renewals of such permits.

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3. RENT

3.1. Rent. Tenant shall pay to Landlord or to any other Person designated in writing to Tenant by Landlord (including any payments on behalf of and as agent for the Landlord as directed in writing by the Landlord, all of which amounts shall be deemed to be paid to Landlord), by wire transfer of immediately available federal funds or by other means acceptable to Landlord, acting reasonably, in lawful money of Canada which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction, Rent during the Term of this Lease as follows:

A. Tenant shall pay to Landlord monthly Minimum Rent in advance equal to one-twelfth (1/12^th) of the annual amount of Minimum Rent applicable for a Lease Year beginning on the Commencement Date and continuing on the first (1st) day of each calendar month thereafter; provided, however, that Minimum Rent shall be prorated as to any Lease Year which is less than twelve (12) calendar months and as to any partial calendar months, and Additional Minimum Rent shall be prorated to the extent that a Landlord Expenditure is made on a date other than the first day of a Lease Year or the first day of a calendar month.

B. Tenant shall pay to Landlord percentage rent (“Percentage Rent”) calculated for each Fiscal Year in accordance with Schedule 3.1B. Percentage Rent shall be payable annually in arrears no later than forty five (45) days following the end of each Fiscal Year during the Term hereof. Tenant shall deliver to Landlord a Certificate from a senior officer of Tenant (an “Officer’s Certificate”) with each Percentage Rent payment (or, if no Percentage Rent is then payable, on the due date therefore) setting forth the calculation of the Percentage Rent payment for the most recently completed Fiscal Year. Percentage Rent shall be subject to confirmation and adjustment, if applicable, as set forth in Section 3.2.

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3.2. Confirmation of Percentage Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Tenant’s operations at Cypress Premises in accordance with customary industry practices, and in accordance with GAAP, that will accurately record all data necessary to compute Percentage Rent, and Tenant shall retain, for at least five (5) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s Audit and to compute Percentage Rent for the applicable Lease Year. Landlord shall have the right, for a period of two (2) years following each Lease Year, from time to time, by its accountants or representatives at its cost, to audit such information in connection with Landlord’s Audit, and to examine all Tenant’s records (including supporting data and sales and excise tax returns) reasonably required to complete Landlord’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements. Tenant shall produce all such Tenant records at the Cypress Premises, or otherwise in a single location in Vancouver, British Columbia. If any Landlord’s Audit discloses a deficiency in the payment of Percentage Rent, and either Tenant agrees with the results of Landlord’s Audit or the matter is otherwise determined or compromised, Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Interest Rate from the date when said payment should have been made to the date of payment thereof. If any Landlord’s Audit discloses a deficiency in the determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds five percent (5%), Tenant shall pay the costs of the portion of Landlord’s Audit allocable to the determination of

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such Revenues (the “Revenue Audit”). Any proprietary information obtained by Landlord pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Landlord may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Tenant contained in this Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s Audit shall, if not otherwise settled by the parties, be submitted to arbitration.

3.3. Additional Charges. In addition to the Minimum Rent and Percentage Rent, Tenant also will pay and discharge as and when due and payable all other amounts, liabilities, obligations and Impositions, including without limitation all fees and charges due from time to time under the Cypress Permit. In the event of any failure on the part of Tenant to pay any of those amounts, liabilities, obligations and Impositions, Tenant also will promptly pay and discharge every fine, penalty, interest and cost that may be added for non-payment or late payment of such items (all of the foregoing amounts, liabilities, obligations and Impositions referred to in this Section 3.3 shall be deemed to be additional rent payable by Tenant hereunder and being referred to herein collectively as the “Additional Charges”), and Landlord shall have all legal and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent. If any installment of Minimum Rent, Percentage Rent or Additional Charges (but only as to those

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Additional Charges that are payable directly to Landlord) shall not be paid on its due date, Tenant will pay Landlord within fifteen (15) days of demand, as Additional Charges, an amount equal to the interest computed at the Interest Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. If Tenant fails to timely pay any Additional Charges due to any third party Entity (e.g. payment for fees required to be paid to the Province on account of the Cypress Permit), Landlord may pay such third party Entity and will be reimbursed by Tenant on demand the amount paid by Landlord, plus interest at the Interest Rate from the date of such payment by Landlord until reimbursement by Tenant. To the extent that Tenant pays any Additional Charges to Landlord pursuant to the requirements of this Lease, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due and Landlord shall pay the same from monies received from Tenant and any interest or penalties resulting from late payment thereof that is the responsibility of the Landlord shall be borne by the Landlord.

3.4. Payment of Impositions.

A. Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the Province and other taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any

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accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Landlord’s net income, gross receipts (from any source other than the Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, the same shall be paid over to or retained by Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have been declared by Landlord and be continuing, any such refund shall be paid over to or retained by Landlord to be held by Landlord subject to a resolution of any dispute of same between Landlord and Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Cypress Premises as may be necessary to prepare any required returns and reports. It is Landlord and Tenant’s intent that none of the Leased Property be personal property for any purpose, and in the event Government Agencies classify any property covered by this Lease as personal property, such personal property shall be deemed to be removed from this Lease but will then automatically be added to the leased property under the Personal Property Lease. Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest, which Landlord

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shall file upon the Tenant’s request. Landlord may, upon notice to Tenant, at Landlord’s option and at Landlord’s sole expense, appeal, protest, or institute such other proceedings (in its or Tenant’s name) as Landlord may deem appropriate to effect a reduction of assessments and Tenant shall fully cooperate with Landlord in such protest, appeal or other action.

B. Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has received notice and as to which Tenant has received no other notice; provided, however, that Landlord’s failure to give any such notice shall in no way diminish Tenant’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord’s failure promptly to forward the same).

C. In addition, Tenant shall timely pay at or before the time such become due and payable without duplication, the following with respect to the period from and after the Commencement Date (while remaining solely liable and paying for such during the period prior to the Commencement Date pursuant to the Asset Purchase Agreement):

(i) Utility Charges. All charges for electricity, power, gas, oil, water and other utilities used in connection with the Cypress Premises that are not included within the definition of “Impositions”.

(ii) Insurance Premiums. All premiums for the insurance coverage required to be maintained pursuant to Article 9;

(iii) Other Charges. All other amounts, liabilities and obligations arising in connection with the Cypress Permit, the Cypress Premises, the Leased Property and Tenant’s obligations in connection herewith not already covered by

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the definition of Impositions, except those obligations expressly assumed by Landlord pursuant to the provisions of this Lease or expressly stated not to be an obligation of Tenant pursuant to this Lease.

D. If Tenant pays or causes to be paid any Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Lease, Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such Additional Charges that are attributable to any period after the Term to the extent not offset by amounts due from Tenant to Landlord.

3.5. Late Payment of Rent, Etc. If any installment of Minimum Rent, Percentage Rent or Additional Charges shall not be paid within five (5) days after its due date, Tenant shall pay Landlord, within five (5) days after Landlord’s written demand therefore, as Additional Charges, a late charge (to the extent permitted by law) computed at the Interest Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Secured Party pursuant to any requirement of this Lease, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due and Landlord shall pay when due, or cause the applicable Secured Party to pay when due, such Additional Charges to the Entity to which they are due. In the event of any failure by Tenant to pay any Additional Charges when due, except as expressly provided in Section 3.3 with respect to permitted contests pursuant to Article 8, Tenant shall promptly pay (unless payment thereof is in good faith being contested and enforcement thereof is stayed) and discharge, as Additional Charges, every fine, penalty, interest and cost which may be

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added for non-payment or late payment of such items. Landlord shall have all legal and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent and Percentage Rent.

3.6. Triple Net Lease. The Rent shall be absolutely net to Landlord so that this Lease shall yield to Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease which expressly provide otherwise. This Lease is a net sub-permit and lease and, except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant’s obligation to pay all such amounts, throughout the Term and all applicable Extension Terms is absolute and unconditional and except to the extent otherwise expressly specified in this Lease, the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Cypress Premises, the Leased Property or any part thereof; or the failure of the Cypress Premises or Leased Property to comply with all Applicable Laws, including any inability to occupy or use the Cypress Premises by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping or destruction of or any requisition or taking of the Cypress Premises, the Leased Property or any part thereof, or any environmental conditions on the Cypress Premises or any property in the vicinity of the Cypress Premises; (c) any restriction, prevention or curtailment of or interference

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with any use of the Cypress Premises, the Leased Property, or any part thereof, including any interference with the operations at Cypress Premises as contemplated by the VANOC Agreement; (d) any defect in title to or rights to the Cypress Premises or Leased Property or any Lien on such title or rights to the Cypress Premises or Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Tenant or any other Person, or by any court, in any such proceeding; (g) any right or claim that Tenant has or might have against any Person, including without limitation Landlord (other than a monetary default) or any vendor, manufacturer, contractor of or for the Cypress Premises or the Leased Property; (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict Tenant’s rights in the event of any act or omission by Landlord constituting gross negligence or willful misconduct for which the Tenant is not insured or required to be insured hereunder. Except as specifically set forth in Sections 2.4, 2.5, 10.4 and 18 of this Lease,

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this Lease shall be non-cancelable by Tenant for any reason whatsoever and, except as expressly provided in Sections 2.4, 2.5, 10.4 and 18 of this Lease, Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in Sections 5.2 and 5.3 of this Lease, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Cypress Premises, and Tenant expressly waives the right to require any such action at the expense of Landlord pursuant to any law, except as otherwise expressly set forth in Sections 5.2 and 5.3 of this Lease.

3.7. Sales Tax.

A. In addition to the Rent payable hereunder, the Tenant will pay to the Landlord, or if required by the Landlord directly to the taxing authority in the manner specified by the Landlord, the full amount of all Sales Taxes imposed on the Tenant in respect of the Rent payable by the Tenant under this Lease or in respect of the rental of space by the Tenant under this Lease. Sales Tax so payable by the Tenant will: (i) be calculated by the Landlord in accordance with the applicable legislation; (ii) be paid by the Tenant at the same time as the amounts to which the Sales Tax applies are payable to the Landlord under the terms of this Lease; and (iii) despite anything else in this Lease, be considered not to be Rent, but the Landlord shall have all of the same remedies for and rights of recovery with respect to such amounts as it has for non-payment of Rent under

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this Lease or at law. The Landlord will be responsible for remitting to the appropriate Government Authority all Sales Tax paid by Tenant to Landlord pursuant to this Section 3.7A in accordance with applicable legislation. If a deposit is forfeited to the Landlord, or an amount becomes payable to the Landlord due to a default or as consideration for a modification of this Lease, and the applicable legislation deems a part of the deposit or amount to include Sales Tax, the deposit or amount will be increased and the increase paid by the Tenant so that the Landlord will receive the full amount of the forfeited deposit or other amount payable without encroachment by any deemed Sales Tax portion.

B. All Capital Expenditures including without limitation, all amounts that are expended from the Capital Renewals Reserve or which are funded by Landlord and expended by Tenant will include Sales Tax payable by Tenant or Landlord, as the case may be, less the amount of any credits, rebates, refunds or similar benefits to which Tenant or Landlord, as applicable, is entitled in respect of such payment of Sales Tax (for the purposes of this Section 3.7, “Net Sales Tax”). For greater certainty, all Capital Expenditures that are approved by the Landlord in accordance with Section 5.2B and expended in accordance with Section 5.3, will include Net Sales Tax payable in connection with such expenditures and funding, and the amount of such Net Sales Tax will be included in the aggregate additional Landlord Expenditures to be paid by the Tenant in accordance with Section 5.3. Tenant shall advance to Landlord in trust such amounts as are necessary to satisfy such Net Sales Tax payable. The Landlord will hold such advances in trust and will be responsible for remitting to the appropriate Government Authority all Sales Tax paid by Tenant to Landlord pursuant to this Section 3.7B in accordance with the applicable legislation.

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C. To the extent that the applicable legislation imposes Sales Tax on Landlord in respect of any services provided by Tenant to the benefit of the Landlord in respect of Capital Expenditures that are approved by the Landlord in accordance with Section 5.2B or Section 5.3 and expended in accordance with Sections 5.2C or 5.3, Landlord shall advance to Tenant in trust such amounts as are necessary to satisfy such Sales Tax payable under applicable legislation and such advance will be in addition to, and not included in the amounts described in Section 3.7(B). Tenant will hold such advances in trust and will be responsible for remitting to the appropriate Government Authority all Sales Tax payable by Landlord to Tenant pursuant to this Section 3.7(C) in accordance with the applicable legislation.

D. Tenant will be responsible for collecting and remitting any Sales Tax with respect to the use and occupancy by any of Tenant’s subtenants of the Cypress Premises or any part thereof.

E. The Landlord shall have all of the rights and remedies available to it due to the Tenant’s failure to pay Sales Tax in its entirety and/or in a timely manner as those rights available to the Landlord for a Tenant Event of Default pursuant to Section 12.1(e).

3.8. Withholding Tax. Notwithstanding anything else in this Agreement including without limitation any prohibition on abatement, hold-back or set-off of Rent, the Landlord acknowledges and agrees that the Tenant may withhold Rent or other amounts payable to Landlord hereunder, or portions thereof, if it is required to do so by any Applicable Laws including without limitation pursuant to

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Part XIII of the Income Tax Act (Canada) as such legislation may be amended, modified, supplemented or replaced (“Withholding Tax”). The Tenant covenants and agrees that the amount of Withholding Tax to be withheld in respect of amounts to be paid to the Landlord hereunder shall be determined by applying the applicable rate of withholding to the amount available for payment to the Landlord as reflected on the relevant Form NR6 filed with and approved by the appropriate Government Agency in respect of each Lease Year in accordance with Section 8.2. Any amounts so withheld or paid on behalf of or with respect to the Landlord pursuant to this Section 3.8 including such amounts directed to be paid by the Landlord pursuant to Section 3.1, shall be deemed to have been paid to the Landlord.

3.9. Deposit of Prepaid Minimum Rent. If Tenant at Tenant’s option delivers to Landlord one month’s prepaid Minimum Rent with written direction that the amount is to be held and applied pursuant to the provisions of this Section 3.9 as a Deposit for payment of Minimum Rent( the “Deposit”), Landlord will put such Deposit in a separate interest bearing account, with interest, subject to this Section 3.9, accruing to the benefit of the Tenant and Landlord will not commingle such funds. The Deposit amount will be applied by Landlord to the payment of Minimum Rent in the event that : (i) Tenant is delinquent in the payment of any installment of Minimum Rent, and (ii) Landlord has delivered to Tenant a written notice of nonpayment of such installment, and (iii) Tenant has failed to cure the payment default within the cure period allowed in this Lease. Tenant will not be deemed in default for failing to pay any single installment of Minimum Rent so long as Landlord has in its possession an unapplied Deposit in an amount sufficient to pay in full such delinquent installment. Landlord will notify Tenant in writing of any such application of the Deposit upon such application. At the expiry of this Lease or earlier termination pursuant to the exercise by

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the Tenant of its Buyback Option under the Buyback Option Agreement, the Landlord will return to the Tenant any unused Deposit plus all interest accrued thereon, provided the Tenant is current on all Rent payments. If the Lease is terminated by the Landlord as a result of an Event of Default then the Landlord may apply the Deposit and any accrued interest thereon upon such termination to any damages, losses or costs suffered or incurred by the Landlord as a result of such Event of Default and termination provided that the Landlord provides to the Tenant written evidence of such damages, losses or costs and returns to the Tenant any unused portion thereof.

4. USE OF THE CYPRESS PREMISES.

4.1. Permitted Use.

A. Tenant shall at all times during the Term and at any other time that Tenant shall be in use and occupancy of the Cypress Premises, continuously use and operate the Cypress Premises and the Leased Property solely for commercial purposes in compliance with the terms of the Cypress Permit but recognizing and subject to the VANOC Agreement and shall use reasonable commercial efforts to seek to maximize Gross Revenues. Tenant shall not use the Cypress Premises, the Leased Property or any portion thereof for any other use without the prior written consent of Landlord. No use shall be made or permitted to be made of the Cypress Premises or the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering the Cypress Premises, the Leased Property or any part thereof (unless another adequate policy is available), and Tenant shall not sell or otherwise provide or permit to be kept, used or sold in or about the Cypress Premises any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost,

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comply with all Insurance Requirements. Further, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of the Cypress Premises, the Leased Property, or any part thereof for its Permitted Use.

B. Tenant shall proceed with all due diligence and exercise commercially reasonable efforts to obtain and maintain all approvals necessary to continuously use and continuously operate the Cypress Premises and Leased Property for its Permitted Use under Applicable Laws. Landlord shall reasonably cooperate with Tenant in this regard, at no expense to Landlord, including executing all applications and consents required to be signed by Landlord, to which Landlord has no reasonable objection, in order for Tenant to obtain and maintain such approvals.

C. Tenant shall not use or suffer or permit the use of the Cypress Premises or Leased Property for any unlawful purpose. Tenant shall not commit or suffer to be committed any waste on the Cypress Premises, or cause or permit any unlawful nuisance thereon or therein. Except as may be required by law or any order of a Court having jurisdiction over the Cypress Premises, Tenant shall not permit the Cypress Premises, the Leased Property, or any portion thereof, to be used in such a manner as might reasonably impair Landlord’s rights or title thereto or to any portion thereof, or may reasonably allow a claim or claims for adverse usage or adverse possession by any person or implied dedication of the Cypress Premises, the Leased Property or any material portion thereof provided that any claims of aboriginal rights or title made by or on behalf of any aboriginal group which do not materially impair the Landlord’s rights or title to the Cypress Premises under the Permit or Tenant’s operations at the Cypress Premises shall not be a breach of this section 4.1.

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4.2. Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Article 8, Tenant, at its sole expense, shall (i) comply with all Legal Requirements and Insurance Requirements, and with all reasonable requirements of Secured Loan Documents which do not materially impair Tenant’s operations or cause Tenant to incur any substantial expense, in respect of the use, operation, maintenance, repair, alteration and restoration of the Leased Property, (ii) comply with all Permitted Encumbrances; and (iii) comply with all appropriate licenses, and other authorizations and agreements (including the VANOC Agreement) required for, or in respect of, any use of the Leased Property, if any, then being made and which are material to the operation of the Leased Property, and for the proper operation and maintenance of the Leased Property and each part thereof. Notwithstanding the foregoing, the Tenant will have no obligation to comply, or liability for non-compliance, if such non-compliance is a result of the Landlord exercising its discretion not to consent, to the detriment of the Tenant, to a course of action by the Tenant as requested by the Tenant pursuant to the terms of this Lease.

4.3. Environmental Matters.

A. In the event of the discovery of Hazardous Materials on any portion of the Cypress Premises during the Term, Tenant shall undertake appropriate and prudent actions to promptly remove such Hazardous Materials, together with all contaminated soil and containers, and shall otherwise remedy the problem in accordance with all Environmental Laws without duplication in connection with any other agreements between Tenant and Landlord in respect of indemnification for environmental matters. Tenant shall indemnify, defend and hold Landlord harmless from and against all loss, costs, liability and damage (including, without limitation, engineers’ and legal fees and

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expenses, and the cost of litigation) arising from the presence of Hazardous Materials on the Cypress Premises; and this obligation of Tenant shall survive termination of this Lease for the applicable period of any statute of limitations.

B. Each party shall promptly notify the other party concerning the presence of any Hazardous Materials on or under the Cypress Premises, in violation of Applicable Laws, of which the notifying party has knowledge; provided, however, that unless required by Legal Requirements, the parties shall otherwise maintain such information confidential.

4.4. Negative Covenants. Tenant covenants and agrees with Landlord that Tenant will not during the Term without the prior written consent of Landlord:

(a) engage in any activities of a material nature other than the operation of the Cypress Premises and all necessary or advisable activities related thereto;

(b) incur, assume or otherwise become liable to pay any Financial Indebtedness other than that certain guaranty granted by the Tenant to JP Morgan Chase Bank, N.A. as administrative agent for certain banks, LaSalle Bank Midwest National Association, as syndication agent and General Electric Capital Corporation, as co-administrative agent; provided, however, that Tenant may incur, assume or otherwise become liable to pay Financial Indebtedness up to a maximum of U.S.$1,500,000, in the aggregate for both the Tenant and Skylift, but only for working capital necessary to finance inventory and other working capital needs of Tenant; further provided that in any event none of such Financial Indebtedness shall be secured by any sublease, assignment, lien, security or other interest in the Tenant’s rights, title or interest under this Lease;

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(c) sell or agree to sell or otherwise dispose of or assign any of its interest in this Lease other than in accordance with the provisions of Section 15.1;

(d) enter into any material agreement or contract involving more than U.S.$100,000.00 in annual cost or value during the initial Lease Year (with such U.S.$100,000 threshold amount to be increased by three percent (3%), on a compounded basis, for each succeeding Lease Year) that is not approved in advance by the Landlord;

(e) incur in any calendar year, an aggregate of Capital Expenditures at the Cypress Premises that exceed the aggregate amounts budgeted for Capital Expenditures in the Capital Reserve Budget (other than Capital Expenditures due to Emergency Requirements and Capital Expenditures approved in advance by Landlord);

(f) enter into any joint venture (regardless of the form of joint venture) or any co-ownership arrangement;

(g) enter into any future sublease in respect of the Cypress Premises in breach of the Secured Loan Documents; or

(h) enter into any management agreement or leasing agreement with respect to the Cypress Premises or the Leased Property.

4.5. Nature Of Relationship. Nothing contained in this Lease shall be deemed to create any relationship between the Landlord and Tenant other than the relationship of landlord and tenant.

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4.6. Application of Cypress Permit. Notwithstanding anything else contained herein, Tenant covenants and agrees in favour of the Landlord that:

(a) it shall assume, observe, perform and be bound by all of the terms, covenants, conditions, agreements and obligations of the Landlord, as assignee of the VANOC Agreement and as Permittee under the terms of the Cypress Permit, from time to time, including without limitation the payment of all permit fees under the Cypress Permit.

(b) it shall not do or neglect to do any act or thing which would bring about any breach of any of the provisions of the Cypress Permit and/or the VANOC Agreement at any time;

(c) it shall comply with the Permitted Encumbrances and all encumbrances in connection with the Cypress Premises and the Leased Property;

(d) all services, utilities, repairs (structural or otherwise), replacements, rebuilding, maintenance, restorations, parking facilities, equipment, security services and access to and from the Cypress Premises and the Leased Property and any insurance coverage and any other obligations of the Province under the Cypress Permit, if any, deriving from the provisions of the Cypress Permit will in fact be provided by the Province pursuant to the Cypress Permit or VANOC pursuant to the VANOC Agreement and Landlord shall have no obligation during the Term or ever to provide any such services, utilities, repairs (structural or otherwise), replacements, rebuilding, maintenance, restorations, parking facilities,

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equipment, security services, insurance or access and/or to perform such other obligations to the Tenant. Tenant covenants and agrees to look solely to the Province or VANOC for the furnishing of such services, utilities, repairs (structural or otherwise), replacements, rebuilding, maintenance, restorations, parking facilities, equipment, security services, insurance, access and/or the performance of such other obligations that are to be provided by the Province under the Cypress Permit. If the Province or VANOC shall default in any of its material obligations to the Landlord with respect to the Cypress Premises and/or the Leased Property, the Landlord at Landlord’s option and expense may seek to enforce the Landlord’s rights, or the Tenant on behalf of Landlord and at the sole cost, risk and expense of Tenant, may attempt to enforce Landlord’s rights against the Province or VANOC. In the event that Tenant shall seek on behalf of Landlord to enforce the Permit or the VANOC Agreement, any settlement of such action shall be subject to the prior written consent and approval of the Landlord, and Tenant shall indemnify and save harmless the Landlord from any costs, liability, damages, or expenses suffered or incurred by Landlord in so doing;

(e) wherever, in the Cypress Permit or the VANOC Agreement, a covenant benefiting the operations of the Tenant at the Cypress Premises is made by the Province or VANOC, as the case may be, in favour of the Permittee under the Cypress Permit or the other party under the VANOC Agreement (in each case being the Landlord), for so long as this Lease shall remain in

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effect and free of a Tenant Event of Default, such covenant shall be deemed to be made by VANOC or the Province (and not by Landlord) in favour of Tenant as well as Landlord; .

(f) if any term of this Lease is directly contradictory to any term of the Cypress Permit or the VANOC Agreement, the term of the Permit or the VANOC Agreement, as the case may be, shall prevail and, without limiting the generality of the foregoing, any requirements of the Minister or any other Government Agency having authority under or pursuant to the Cypress Permit or with respect to the Cypress Premises and including any statute, regulations, rules, guidelines, ordinances, decrees, treaties, policies or notices having the force of law, shall prevail over the terms of this Lease.

4.7. Equipment Lease. Tenant shall not enter into any equipment lease that is not a capital lease for equipment having a fair market value exceeding U.S.$50,000, or annual lease expense exceeding U.S.$50,000, without the prior written consent of Landlord, and all such Equipment Leases shall expressly authorize a turnover to Landlord or its designee of such equipment and Equipment Lease pursuant to the terms of the Turnover Agreement. Tenant agrees to turn over delivery of such equipment to Landlord or its designee in good operating condition and repair at the termination of this Lease. The dollar limits in this Section 4.7 shall increase annually by 3%, compounded annually.

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4.8. Limitations on Tenant’s Exercise of Authority. Notwithstanding the appointment and general grant of authority in Section 2.3 above, Tenant agrees with Landlord that, without Landlord’s prior written consent, Tenant shall not agree to any amendment, modification, restatement, or replacement of, or supplemental agreement with respect to the Cypress Permit or the VANOC Agreement, or to the waiver or termination of any material obligation of any other party thereto. Without Landlord’s prior written consent, the Tenant will neither perform any act nor make any decision that could result in any material increase in liability to Landlord or adverse financial impact to the Landlord or Tenant. Without limiting the foregoing, Tenant shall not participate in or permit the construction or installation of any Improvements other than those expressly contemplated by the terms of the VANOC Agreement (as such Agreement may hereafter be modified and amended). Landlord agrees that it will promptly review any proposed amendment, modification, restatement, replacement, or supplemental agreement with respect to the Cypress Permit or the VANOC Agreement that is recommended by Tenant, and if approved by Landlord will execute same as and when required or appropriate. Tenant will keep Landlord regularly and timely informed with respect to any material acts or decisions made by Tenant affecting the Cypress Permit or VANOC Agreement and as to the performance by Tenant and by the other parties to the Cypress Permit and VANOC Agreement of the obligations thereunder. Copies of all correspondence by Tenant and its employees, agents and consultants with the Province or VANOC shall be retained by Tenant and delivered to Landlord promptly upon request.

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5. REPAIRS, MAINTENANCE AND REPLACEMENTS

5.1. Repairs and Maintenance Costs.

A. Tenant shall at Tenant’s sole cost and expense, (i) maintain the Cypress Premises and the Leased Property in good repair and working condition, clean and attractive to tourists and skiers, and in accordance with all safety and maintenance requirements of Government Agencies and shall make such maintenance, repairs and alterations as necessary for such purposes, (ii) cause inspections to be made of all lift equipment on a regular basis in accordance with all requirements of Government Agencies, and (iii) not commit waste or permit impairment or deterioration of the Cypress Premises or the Leased Property (normal wear and tear excepted); (iv) not abandon the Cypress Premises or Leased Property; (v) comply in all material respects with all Applicable Laws applicable to the Cypress Premises and the Leased Property; (vi) provide prompt written notification to Landlord of any material adverse change to the Cypress Premises and Leased Property, such as a major avalanche or landslide, or any other material change to any environmental condition, including, without limitation, a material change in the presence of biocontaminants, such as mold; (vii) promptly undertake appropriate assessment, remedial and preventative actions sufficient to meet any guidelines or regulations adopted by applicable Government Agencies or standards generally employed by well-operated Canadian ski resorts in the region in connection with the safety of the ski operations and operating equipment. In the event of mold contamination in any Improvement on the Cypress Premises, Tenant shall undertake or cause to be undertaken at Tenant’s sole cost and expense (a) removal of the mold, (b) abatement of the underlying cause of mold (including water intrusion), and (c) repair of any leaks and associated water damage at the Cypress Premises; except that:

(i) Tenant shall be obligated to undertake with respect to the mold contamination identified prior to the date of this Lease only such remediation as is specified in accordance with the separate written agreement of the Landlord and Tenant; and

(ii) Tenant shall be obligated to undertake the full remediation described in this section with respect to mold that is hereafter found in any buildings existing at the Cypress Premises on the date of this Lease only if the presence of the mold is at levels that are in excess of the standard for human health as set out in applicable Environmental Laws or if action is reasonably determined by Landlord’s advisers to be advisable in accordance with Environmental Laws to avoid future adverse health effects therefrom.

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B. If Landlord notifies Tenant in writing of the need for Tenant to undertake repairs and maintenance in accordance with the provisions of this Section 5.1, specifying the items of repair or maintenance in question, Tenant shall respond within ten (10) Business Days as to Tenant’s planned course of action with respect to the specific items identified by Landlord, or as to such items which Landlord feels are inappropriate, except in the case of an emergency in which event the Tenant shall respond as quickly as the emergency requires. If Tenant disputes the Landlord’s determination that repair or maintenance is needed, or otherwise fails thereafter to promptly undertake such repairs and maintenance identified by Landlord, Landlord may at Landlord’s option request arbitration for resolution of the dispute. Landlord shall not have the right to terminate the Lease as a result of such repair or maintenance failure, but shall have the right to specific performance of the Tenant’s obligations if the arbitrator so awards it. If the arbitrator

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awards specific performance to Landlord, such award shall be binding upon the Tenant and enforceable in the courts of the Province. The prevailing party in any such arbitration and in obtaining of a court order shall be entitled to all costs and expenses incurred in connection with the enforcement of Tenant’s obligations under this Section 5.1. If the arbitrator or courts does not specify the time within which such repair or maintenance must be carried out, then the Tenant shall present a plan for rectification to the Landlord and shall promptly carry out such plan, acting reasonably.

5.2. Capital Renewals Reserve.

A. Landlord shall establish a reserve account in Landlord’s name, with Landlord’s and Tenant’s designee(s) as signatories on the account (the “Capital Renewals Reserve”), in a bank or similar institution selected by Landlord and reasonably acceptable to Tenant, to cover the cost of approved Capital Expenditures. The Capital Renewals Reserve is the exclusive property of the Landlord.

B. Tenant shall prepare an annual estimate (the “Capital Reserve Budget”) of the Capital Expenditures necessary for the Leased Property and Improvements anticipated during the ensuing Fiscal Year, and shall deliver the Capital Reserve Budget to Landlord for its review, comment and approval sixty (60) days prior to the end of the Fiscal Year, in each case acting reasonably and taking into account the operating experience of the Tenant. The Capital Reserve Budget shall also indicate the estimated time schedule for making such replacements, renewals, and additions, a reasonable description of items required to be replaced or added, unit costs and costs in the aggregate, together with such additional information as Landlord shall reasonably request.

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C. In compliance with the approved Capital Reserve Budget, Tenant shall from time to time expend moneys from the Capital Renewal Reserve as necessary to make such approved Capital Expenditures as may be required to maintain the Improvements and Leased Property in good working order and condition and to improve, modernize or alter the Leased Property or Improvements up to the balance in the Capital Renewals Reserve. No expenditures will be made in excess of said balance without the approval of Landlord. In addition, Tenant shall not, without Landlord’s approval, acting reasonably, make any expenditures from the Capital Renewals Reserve that, in the aggregate, exceed the total aggregate amount of expenditures set forth in the then-applicable Capital Reserve Budget; provided, however, that Tenant shall be authorized to take appropriate remedial action (including making any necessary expenditures from the Capital Renewals Reserve above the total aggregate amount set forth in the then-applicable Capital Reserve Budget), without receiving Landlord’s prior approval, to the extent immediately required to remedy or respond to any of the Emergency Requirements (provided further that Tenant shall notify Landlord of any such remedial action that requires more than a de-minimis expenditure of funds from the Capital Renewals Reserve and shall promptly deliver to Landlord for Landlord’s approval a revised Capital Reserve Budget showing how such Capital Reserve Budget is impacted as a result of such emergency expenditure and how such over-Budget expenditure is to be resolved ). At the end of each Fiscal Year, any amounts remaining in the Capital Renewals Reserve shall be carried forward to the next Fiscal Year. The Capital Renewals Reserve will be kept in an interest-bearing account, and any interest which accrues thereon shall be retained in the Capital Renewals Reserve. Interest which accrues on amounts held in the Capital

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Renewals Reserve, shall not result in any reduction in the required transfers to the Capital Renewals Reserve set forth in Section 5.2(B) above, or (2) be included in Gross Revenues. The Landlord’s funding of the Capital Renewals Reserve pursuant to this Section 5.2 shall not be deemed an Additional Landlord Expenditure and shall not result in additional Rent from Tenant. Landlord may at Landlord’s option from time to time withdraw moneys from the Capital Renewals Reserve provided that all such withdrawals shall be used for Capital Expenditures related to the Cypress Premises or the Improvements thereon.

D. Notwithstanding anything herein to the contrary, not later than two (2) Business Days prior to Tenant making any expenditure from the Capital Renewals Reserve, Tenant shall prepare and submit a package of invoices and other documentation supporting the then proposed expenditure to Landlord for its approval (the “Expenditure Documents”). If Tenant does not receive Notice of Landlord’s disapproval of the Expenditure Documents within two (2) Business Days after delivery of the same to Landlord, then Tenant shall be permitted to make such expenditure. In the event Landlord disapproves the Expenditure Documents, Landlord’s Notice shall identify the disapproved items and/or requests for additional information. In the event that Landlord timely disapproves the Expenditure Documents, Tenant shall supplement and/or resubmit to Landlord, subject to the time approval periods set forth in this Section 5.2D.

5.3. Capital Expenditures Exceeding Capital Renewals Reserve. Tenant shall notify Landlord of the need for any Capital Expenditures determined by Tenant to be necessary or desirable for the Cypress Premises, or the Improvements thereon. Tenant will provide to Landlord such information regarding the nature of the Capital

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Expenditure as Landlord may request. Landlord shall have no obligation to fund any such Capital Expenditure exceeding the amount of capital available in the Capital Renewals Reserve. Landlord may, in Landlord’s Sole Discretion, fund the cost of such excess Capital Expenditure at a mutually determined Subsequently Agreed Lease Rate. To the extent that Landlord funds any excess Capital Expenditures under this Section 5.3, all such amounts shall be Additional Landlord Expenditures and increase the amount of Minimum Rent payable hereunder for subsequent Fiscal Years by such excess amounts funded by Landlord. Landlord agrees to review any alternative financing proposal provided by Tenant for Tenant to finance such excess Capital Expenditure at Tenant’s sole cost and expense from a party other than the Landlord and may, in Landlord’s Sole Discretion, approve or refuse to approve the proposed excess Capital Expenditure and/or such alternative financing option.

5.4. Ownership of Replacements. All repairs, alterations, improvements, renewals or replacements made pursuant to this Article 5, and all Improvements shall be the property of Landlord upon the earlier of affixation or completion, provided that all Improvements hereafter made under the VANOC Agreement shall become the property of the Landlord in accordance with the arrangements made pursuant to the VANOC Agreement, but in any event upon completion of the Olympic and Paralympic games contemplated thereunder.

5.5. Yield Up. Upon the expiration or sooner termination of this Lease (unless such termination occurs at the closing after Boyne USA’s exercise of its Buyback Option pursuant to the Buyback Option Agreement), Tenant shall at Tenant’s sole cost and expense:

A. prior to vacating the Premises make or cause to be made such maintenance, repairs, and alterations as may be necessary to put the Leased Property in the condition required by this Section 5.5; and

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B. vacate and surrender the Cypress Premises and deliver the Leased Property to Landlord in substantially the same condition in which the Cypress Premises and Leased Property were in on the Commencement Date, except as repaired, replaced, rebuilt, restored, replaced, altered or added to as permitted or required by the provisions of this Lease, reasonable wear and tear and Expropriation (and casualty damage, in the event that this Lease is terminated following a casualty in accordance with Article 10) excepted; and

C. use Tenant’s good faith, commercially reasonable efforts to transfer to Landlord, and cooperate with Landlord or Landlord’s nominee in connection with the processing of all applications for transfer to Landlord of, all Licenses and Permits and other governmental authorizations and all Contracts entered into by Tenant, including Contracts with Government Agencies which may be necessary for the use and operation of the Cypress Premises and Improvements as then operated, but excluding utility deposits. Landlord shall indemnify and hold Tenant harmless for all claims, costs and expenses (including reasonable legal fees) arising from acts or omissions by Landlord under such Contracts subsequent to the date of transfer thereof to Landlord; and Tenant shall indemnify and hold Landlord harmless for all claims, costs and expenses (including reasonable legal fees) arising from acts or omission by Tenant under such Contracts and/or the Licenses and Permits prior to the date of transfer thereof to Landlord; and (ii) Tenant shall re-assign to Landlord or Landlord’s nominee all of its right, title and interest under all then existing subleases. In addition, any non-exclusive license pursuant to which Landlord allows Tenant’s use of the Trademarks shall automatically terminate.

D. Turnover and deliver to CNL TRS all of the personal property required to be turned over to CNL TRS pursuant to the Turnover Agreement.

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5.6. Management Matters. Tenant shall not enter into a management agreement (the “Management Agreement”) without Landlord’s prior written consent. Any such Management Agreement shall expressly provide that the Management Agreement and all provisions thereof are expressly subordinate and subject to the terms of this Lease, and that the manager shall at all times be an “eligible independent contractor” as defined in Section 856(d) of the Code. The terms of such Management Agreement (a) shall not, in Landlord’s and its counsel’s reasonable opinion, cause the Rent to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code; (b) shall expressly provide that if Landlord and its counsel reasonably conclude that the terms of the Management Agreement will have such an effect, then the terms of the Management Agreement will be modified so that the Management Agreement, in the reasonable opinion of Landlord and its counsel, does not cause the Rent to be so characterized under the Code; provided, however, no such modifications shall affect the amount of management fees or the practical realization of the rights and benefits of the Manager thereunder; and (c) shall not in the Landlord’s reasonable opinion be inconsistent with the terms and conditions of any Secured Loan Documents.

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6. IMPROVEMENTS, ETC.

6.1. No Liens. Tenant shall not grant a Lien on or security interest in the Cypress Premises or the Leased Property, or Tenant’s interest under this Lease, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlord’s Sole Discretion.

6.2. Salvage. Other than Tenant’s Personal Property, all materials which are scrapped or removed in connection with the making of repairs, alterations, improvements, renewals, replacements and additions pursuant to Article 5 shall be disposed of by Tenant and the net proceeds thereof, if any, shall be deposited into the Capital Reserve Account.

6.3. Project Budget Overruns. Other than as specifically set forth herein, Landlord shall not be responsible for the cost of any future Improvements, Capital Expenditures or renovations contemplated or permitted hereby. Landlord shall have the right to review and approve an estimated budget for any future Improvements, Capital Expenditures or renovations which Landlord agrees to fund. With respect to any future Improvement or renovation which Landlord agrees to fund, all such amounts shall be deemed Additional Landlord Expenditures and increase the amount of Additional Minimum Rent payable hereunder for subsequent Fiscal Years. Further, Landlord agrees that it will fund up to ten percent (10%) in excess of the original budget, but shall have no responsibility to fund any costs which, in the aggregate, exceed one hundred and ten percent (110%) of the approved budgeted amount for such future Improvement or renovation. Landlord may withhold its approval of any other budget in its sole and absolute discretion. To the extent that Landlord agrees to fund such amounts in excess of one hundred and ten percent (110%) of the approved budgeted amount for any future Improvement or renovation or such amounts in excess of one hundred percent (100%) of the approved budgeted amount for any Capital Expenditure project funded by the Capital Renewals Reserve, one

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hundred and fifty percent (150%) of such excess amounts funded by Landlord shall be added to and increase the amount of Additional Minimum Rent payable hereunder for subsequent Fiscal Years. Notwithstanding anything herein to the contrary, with respect to Capital Expenditures, this Section 6.3 shall not apply to the 2009 Capital Reserve Budget.

7. LIENS.

Subject to Article 8, Tenant shall not directly or indirectly, create or allow to remain, and shall promptly discharge, at its expense, any Lien, encumbrance, attachment, title retention agreement or claim upon the Cypress Premises, the Leased Property, or Tenant’s interest under this Lease, or any attachment, levy, claim or encumbrance in respect of the Rent, other than (a) Permitted Encumbrances, (b) restrictions, Liens and other encumbrances which are consented to in writing by Landlord, (c) Liens for those taxes of Landlord which Tenant is not required to pay hereunder, (d) subleases, if any, permitted by Article 15, (e) Liens for Impositions or for sums resulting from non-compliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with Article 8, (f) Liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet due and payable (but will be paid in full by Tenant or Manager) or are for sums that are being contested in accordance with Article 8, (g) any Secured Loan Documents or other Liens which are the responsibility of Landlord pursuant to the provisions of Article 11, and (h) Landlord’s Liens.

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8. PERMITTED CONTESTS

8.1. Right to Contest. Tenant shall have the right at Tenant’s sole cost and expense to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Cypress Premises and Leased Property, by appropriate legal action or proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any Secured Loan Documents, deed of trust or other agreement encumbering the Cypress Premises or any part thereof and Tenant shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Cypress Premises, the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefore, upon demand, as Additional Charges, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

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8.2. Residence of Landlord. Notwithstanding anything else to the contrary contained herein, if and for so long as Landlord is a non-resident of Canada as defined in the Income Tax Act (Canada), Landlord and Tenant shall make the applicable joint 216(4) election pursuant to the Income Tax Act (Canada) in respect of each Lease Year by filing the prescribed tax return for such income within the time limits prescribed in the Income Tax Act (Canada) and thereafter provide notification to the other that such filings having been completed. Landlord covenants and agrees to provide, promptly upon request by the Tenant from time to time, such information concerning the Landlord as may be necessary for the Tenant to discharge its obligations pursuant to Section 216(4) of the Income Tax Act (Canada). Landlord will indemnify and save harmless Tenant for any loss, costs, expenses, penalties and interest suffered or incurred by Tenant as a result of any failure by Landlord to pay amounts due and payable by Landlord pursuant to the Income Tax Act (Canada). Notwithstanding any other provision in this Lease, if and to the extent that Tenant is required to pay any amounts to any Government Agency as a result of having filed the applicable joint 216(4) election pursuant to the Income Tax Act (Canada), and in addition to the indemnification provisions of this Section 8.2, Tenant shall have a claim against Landlord and may set off against future Rent payments that amount which Tenant has actually paid to such Government Agency, and such set off shall not be a breach of this Lease by Tenant; provided, however, that Tenant agrees that it shall not pay any amounts to any Government Agency pursuant to a notice of assessment of the Government Agency unless and except if: (a) Tenant has delivered to Landlord written notice of the Government Agency notice of assessment

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together with a copy of all correspondence from such Government Agency, and (b) Landlord has failed to pay to the Government Agency within the earlier of thirty (30) days after such written notice or the occurrence of an “Imminent Levy” as defined herein, and (c) Tenant reasonably determines that it is in imminent jeopardy, if Tenant does not pay, of having its assets or operations adversely impacted in a material way, seized or levied upon as a result of such non-payment (an “Imminent Levy”). Landlord shall, at its sole cost, have the right to contest any claim by a Government Agency for such payment. Promptly after receipt by Tenant of notice of assessment, notice of claim or the commencement of any action by a Government Agency, Tenant will notify Landlord in writing with respect thereof and Landlord will assume the conduct of such proceedings on behalf of the Tenant. After notice from Landlord to Tenant of its assumption of the conduct of proceedings (with counsel approved by Tenant, the approval of which will not be unreasonably delayed or withheld), Landlord will not be liable to Tenant under this Section for any legal or other expenses subsequently incurred by Tenant in connection with the proceedings unless the proceedings require the Tenant to have counsel separate from Landlord, or Tenant’s interests are in conflict with those of Landlord in the claim, in which case all fees and expenses of such counsel shall be assumed and paid for by Landlord. If Landlord shall not have promptly retained counsel on behalf of Tenant with respect to any such proceedings, Landlord shall not have the right to direct the conduct of the proceedings on behalf of Tenant and the Tenant shall have the right, but not the obligation, to retain counsel in such proceedings and all fees and expenses of such counsel shall be assumed and paid for by Landlord and Landlord will provide such assistance to Tenant as may be reasonably required for such proceedings including copies of non-privileged documentation relevant to the proceedings. Except in the circumstance of an Imminent Levy, Tenant shall not without the prior written consent of the Landlord agree to any settlement of any pending or threatened proceeding unless the Landlord has failed to assume conduct of the proceedings on behalf of Tenant.

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9. INSURANCE.

9.1. Insurance Coverages. Commencing with the Commencement Date, and throughout the Term, Tenant shall procure and maintain for the benefit of Landlord, at Tenant’s sole cost and expense, the following:

(a) insurance against damage to the Cypress Premises and Leased Property from risks of all nature including, without limitation, avalanche, erosion, landslide, wind and hail, flood and earthquake (but only if the Cypress Premises is within a flood or earthquake zone for which such insurance is customarily obtained) and comprehensive boiler and machinery insurance with respect to any boiler, pressure vessel and unfired pressure vessel and all air conditioning equipment, auxiliary piping, motors, compressors and electrical equipment (all on a broad form, blanket replacement cost basis), in aggregate amounts which shall not be less than the full Replacement Value thereof and in no event less than the minimum amount necessary to avoid the effect of co-insurance provisions of such policies; Ordinance and Law coverage;

(b) use and occupancy or business interruption insurance covering loss of income to Tenant and Landlord, as applicable, for a minimum indemnity period of twelve (12) months resulting from interruption of business caused by the occurrence of any of the risks insured against under the property damage insurance referred to in Section 9.1A above;

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(c) comprehensive or commercial liability insurance on a claims made basis against claims for personal injury, death or property damage suffered by others arising out of the operations of Tenant or other occupants of the Cypress Premises, indemnifying and protecting Tenant and Landlord, and any Secured Party specified by Landlord and the Province if required under the terms of the Permit, in such amounts and to such extent as may from time to time be usual and prudent for companies operating or owning similar properties and businesses (which amounts shall initially be U.S. twenty-five million dollars (U.S. $25,000,000) (including liquor liability) for any personal injury, death, property damage or other claim in respect of any one accident or occurrence) and, without limitation of the foregoing, with provisions for cross liability and severability of interests and naming Landlord and any Secured Party specified by Landlord as an additional insured; and if alcoholic beverages are served on the Premises, liquor liability is required in the above;

(d) Business auto liability insurance, including owned, non-owned and hired vehicles, for combined single limits (including bodily injury and property damage) of not less than U.S. five million dollars (U.S. $5,000,000) each Occurrence;

(e) worker compensation insurance or insurance required by similar employee benefit acts as required by law, as well as employer’s liability insurance in amounts not less than U.S. one million dollars (U.S. $1,000,000) per accident/per disease;

(f) such additional insurance as may reasonably be required from time to time, by (i) the Cypress Permit and (ii) a Secured Party under any Secured Loan Documents.

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9.2. General Insurance Provisions.

A. All insurance described in Section 9.1 shall be with companies with an A.M. Best Rating of A-VII or greater. If Tenant wishes to place insurance in an insurance company that is affiliated with Tenant, the financial standing and creditworthiness of the affiliate is subject to Landlord’s approval, and Tenant will deliver Landlord such financial information regarding the affiliate as may be requested by Landlord prior to approval. All insurance may be obtained through blanket insurance programs, provided that such blanket programs substantially fulfill the requirements specified herein. The blanket insurance programs may include deductibles or risk retention levels; however, the deductibles or risk retention levels allocated to the Cypress Premises and the Leased Property shall be limited to the Insurance Retention as defined in Section 9.3. The charge-back/deductible for general liability insurance and workers’ compensation insurance allocated to the Cypress Premises and Leased Property shall not exceed U.S. One Hundred Thousand Dollars (U.S. $100,000) unless such greater amount is agreeable to both Landlord and Tenant. The property insurance deductible allocated to the Cypress Premises and the Leased Property shall not exceed U.S. One Hundred Thousand Dollars (U.S. $100,000) unless such greater amount is agreeable to both Landlord and Tenant, or if a higher deductible for high hazard risks (i.e., wind or flood) is mandated by the insurance carrier.

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B. The insurance required under Section 9.1(A) shall name the Landlord as the “lender” loss payee, as well as the Province if required by the Permit, and any Secured Party specified by Landlord, in writing, as required by the Secured Loan Documents. All proceeds of insurance obtained pursuant to Sections 9.1(A) shall be payable to Landlord as a lender loss payee and shall be made available by Landlord to the repair, rebuilding or replacement of the damaged Leased Property. Landlord shall make available to Tenant the insurance proceeds required by Tenant from time to time to pay the costs of repair, rebuilding or replacement of the damaged Leased Property by deposit of such sums into the Capital Renewal Reserves account or otherwise as required by Landlord. If for any reason the Leased Property is not repaired, rebuilt or replaced, or if there are excess insurance proceeds, Landlord shall be entitled to retain such monies or, at Landlord’s option, deposit such monies into the Capital Renewals Reserve fund for future Capital Expenditure requirements.

C. Tenant shall deliver to Landlord prior to the effective date of this Lease (and, with respect to any renewal policy, at least 30 days prior to the expiration of the existing policy) certificates of insurance evidencing the insurance coverages required under Section 9.1 and any renewals thereof. All such certificates of insurance shall, to the extent obtainable, state that the insurance shall not be cancelled or materially reduced without at least sixty (60) days’ prior written notice to the certificate holder. Upon Landlord’s request, copies of said policies shall be delivered to Landlord for Landlord’s review. All such insurance shall be evaluated by Landlord, Tenant and Secured Party from time to time to ensure that the limits and coverages are adequate.

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D. Notwithstanding the foregoing or anything else contained herein or elsewhere, in addition to the foregoing requirements, Tenant shall also ensure that all requisite insurance is obtained and maintained throughout the Term in accordance with all requirements set forth in any Secured Loan Documents (including, without limitation, all requirements with respect to the insurance company providing the policies and all other provisions relating to insurance set forth in the Secured Loan Documents).

9.3. Costs and Expenses.

A. All charges under any blanket programs shall be allocated to the Cypress Premises and other similar participating projects on a reasonable basis.

B. “Insurance Retention” shall mean the insurance policy deductible; however, for any insurance obtained through the blanket insurance programs, “Insurance Retention” shall mean the Cypress Premises per occurrence limit for any loss or reserve as established for the Cypress Premises, which limit shall be the same as is applied to other similar projects participating in the blanket insurance programs, or such higher amount if mandated by the insurer for high hazard risks such as earthquake, flood and wind.

9.4. Waiver of Subrogation. All policies of insurance will provide that (i) the insurance company will have no right of subrogation against any Secured Party or Landlord, or any of their respective Affiliates or the agents or employees thereof, and (ii) that the proceeds thereof in the event of loss of damage will, to the extent payable to any Secured Party, be payable notwithstanding any act of negligence or breach of warranty by Landlord which might otherwise result in the forfeiture or nonpayment of such insurance proceeds.

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9.5. Indemnification of Landlord. Except as expressly provided herein including as otherwise covered by insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable legal fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring during the Term on or about the Cypress Premises and Leased Property or rights of way under Tenant’s control, and (b) any use, misuse, condition, management, maintenance or repair by Tenant or anyone claiming under Tenant of the Cypress Premises or the Leased Property or Tenant’s personal property during the Term or any litigation, proceeding or claim by Governmental Agencies to which Landlord is made a party or participant relating to such use, misuse, condition, management, maintenance, or repair thereof to which Landlord is made a party; provided, however, that Tenant’s obligations hereunder shall not apply to any liability, obligation, claim, damage, penalty, cause of action, cost or expense arising from any gross negligence or willful misconduct of Landlord, its employees, agents or contractors. Tenant, at its expense, shall defend any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity or may compromise or otherwise dispose of the same. The obligations of Tenant under this Section 9.5 shall survive the termination of this Lease for a period of three (3) years, plus for such additional time as is necessary until any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity is completely and finally resolved and all opportunities for appeals have passed.

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9.6. Landlord Advance. If Tenant fails to deliver the original policies and certificates required under Section 9.2C within the time required thereby, Landlord shall have the right to obtain such insurance at Tenant’s expense and, upon demand, Tenant shall reimburse Landlord for the cost of any such insurance, together with interest at the Interest Rate from the date of Landlord’s payment until reimbursement.

10. DAMAGE, REPAIR AND EXPROPRIATION

10.1. Partial Destruction. In the event of Partial Destruction to any Leased Property, Rent shall not abate and Tenant shall, subject to the Secured Loan Documents, using the proceeds of insurance and with due diligence, repair, rebuild or replace the damaged Leased Property, such that following such repair, rebuilding or replacement such Leased Property shall be substantially the same as, or better than, prior to such damage or destruction. Tenant shall promptly notify Landlord and the applicable insurance carriers of all such casualties and fully cooperate in processing the claim with the applicable insurance carriers. Tenant shall promptly make all necessary arrangements for the appropriate contractors and suppliers to repair and/or replace the damaged portion of the Leased Property. All such work shall be undertaken by Tenant in a workmanlike manner and in accordance with plans and specifications approved by Landlord (which approval or disapproval shall be made within fifteen (15) business days after Landlord receives the applicable plans or specifications and, if applicable, within five (5) business days after Landlord receives any modifications of said plans or specifications), failing which the Landlord shall be deemed to

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have approved, provided that the parties agree that the standard for such repair and/or replacement shall be to repair and/or replace the damaged portion of the Improvements to levels of quality and quantity that are equal to those that existed with respect to such portion of the Improvements prior to the occurrence of the damage at issue. If insurance proceeds are insufficient to pay all of the costs of such repair, rebuild, or replacement, Tenant shall use funds available in the Capital Renewals Reserve to fund such shortfall, and if there are inadequate funds in the Capital Renewals Reserve, then the provisions of Section 5.3 regarding “Capital Expenditures Exceeding the Capital Renewals Reserve” shall apply. Tenant shall, upon completion of such repair, rebuilding or replacement, be entitled to continue its operation of the Leased Property under the terms and conditions of this Lease. If Tenant fails to diligently pursue the repair, rebuilding or replacement, or in any event fails to substantially commence such repair, rebuilding or replacement within one hundred eighty (180) days after the date of such occurrence, or if Tenant thereafter fails to diligently prosecute and complete the work, Landlord may, at its option and in addition to any other remedy it may have under this Lease, give to Tenant Notice electing to undertake such repair, replacement or rebuilding of the Leased Property in which event the insurance proceeds and funds in the Capital Renewals Reserve shall be available to Landlord for such repair, replacement or rebuilding. If Tenant determines that for reasons of obsolescence or any other reason it would be best not to undertake any such repair, replacement or rebuilding, and Landlord agrees in writing, then the Lease shall be deemed to have been amended to remove the damaged portion of the Improvements and the definition of “Leased Property” will be deemed to have been accordingly modified to take into account the removal of such portion of the Improvements.

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10.2. Major Destruction. In the event of a Major Destruction of the Leased Property, Rent shall not abate and subject to the Secured Loan Documents, Landlord may in its Sole Discretion elect within thirty (30) days after the date of such event, to terminate this Lease (subject to the Tenant’s right to extend the Lease as provided for in the definition of Major Destruction), in which event this Lease shall be deemed to have terminated. In such an event, all insurance proceeds shall be the sole and absolute property of Landlord.

10.3. Reinstatement. If this Lease is terminated with respect to any portion or portions of the Improvements, pursuant to Section 10.1 and thereafter such portion or portions that were damaged or destroyed are repaired or rebuilt within five (5) years after the occurrence of the damage or destruction, this Lease (if still in force) will be reinstated with respect to such Improvements effective on the first day of the Fiscal Year immediately following the Fiscal Year in which the work is substantially completed and the definition of Improvements hereunder will be deemed to have been adjusted accordingly.

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10.4. Expropriation.

A. In the event all or substantially all of the Cypress Premises and Improvements shall be taken in any Expropriation or similar proceeding by any competent authority for any public or quasi-public use or purpose, or in the event a portion of the Cypress Premises or Leased Property that is critical to the operation (e.g. access, or the ski slopes) shall be so taken, and the result is that the continued operation of the Cypress Premises as a ski area is no longer possible, this Lease shall terminate unless each of Landlord and Tenant agree to the contrary in writing. In either such event, Landlord shall be entitled to receive all Awards resulting from such Expropriation.

B. In the event a portion of the Cypress Premises and Improvements shall be taken by the events described in Section 10.4A, or the entire Cypress Premises and Improvements are affected but on a temporary basis, and the result is not to make it impossible to continue to operate the Cypress Premises, this Lease shall not terminate and shall continue in full force and effect without abatement of Rent. If however any of the Improvements are damaged by such taking, then Tenant shall diligently repair and restore such damaged portion, using so much of any Award for any such partial taking or Expropriation as shall be necessary to render the Leased Property equivalent to its condition prior to such event. Landlord shall be entitled to the entire Award in any such circumstance, but shall transfer such portion of any Award received by it that is reasonably required to repair and restore the Improvements damaged by any Expropriation to the Capital Renewals Reserve, or at Landlord’s option to an escrow agent (“Escrow Agent”) for the purpose of funding the cost of the repair or restoration. Tenant agrees that a Secured Party is an acceptable Escrow Agent. Such amounts shall be

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drawn by Tenant from the Capital Renewals Reserve, or advanced by Escrow Agent, so as to permit payment for the cost of any restoration and repair. The obligations under this Section 10.4B to disburse the Award and such other amounts shall be subject to (a) the collection thereof and (b) the release of such Award by the applicable Secured Party. Tenant’s obligation to repair and restore the Improvements shall be subject to the availability of the Award, and if the Award is insufficient and there are inadequate funds in the Capital Renewals Reserve a Landlord advance as contemplated by Section 5.3, to fund the cost of such repair or restoration.

10.5. Secured Loan Documents. Notwithstanding the foregoing or anything else contained herein or elsewhere, Tenant acknowledges and agrees that the disposition of all matters relating to Partial Destruction, Major Destruction or Expropriation shall be governed by the Secured Loan Documents, to the extent applicable.

11. SECURITY.

11.1. Security.

A. Landlord shall be permitted to encumber its interest in this Lease, the Cypress Permit, the Leased Property or any part thereof, in favour of any Secured Party from time to time, subject to the terms and conditions of the Cypress Permit.

B. In the event Tenant receives any reasonable request for information on the Cypress Premises from any Secured Party, Tenant will, at Landlord’s cost, provide or distribute such information directly to such Secured Party.

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11.2. Subordination and Attornment. Tenant shall, subject to a Secured Party delivering to the Tenant a non-disturbance agreement pursuant to which the Lease will continue as long as no Event of Default of Tenant has occurred, provide to any Secured Party an instrument (the “Subordination Agreement”) in form and content acceptable to Secured Party pursuant to which:

A. this Lease and any extensions, renewals, replacements or modifications thereto, and all right and interest of Tenant in and to the Cypress Premises, the Leased Property, and the Cypress Permit, shall be subject and subordinate to such Secured Loan Documents;

B. Tenant shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Lease for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were Landlord;

C. If the Secured Party or a Subsequent Owner takes any proceedings in respect of the Cypress Premises or the Leased Property (including taking possession, foreclosure or power of sale) as a result of the occurrence of a default under the Secured Loan Documents, Tenant shall attorn and be bound to such Secured Party or a Subsequent Owner under all of the terms of this Lease for the balance of the Term thereof remaining, including any renewals and/or extensions, with the same force and effect as if Secured Party or a Subsequent Owner were the landlord under this Lease, and Tenant hereby attorns to Secured Party or a Subsequent Owner as landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon the Secured Party or a Subsequent Owner taking possession or control of the Cypress Premises or foreclosing

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under the Secured Loan Documents or otherwise becoming the permittee of the Cypress Premises or the owner of the Leased Property, but in each case subject to any conditions or restrictions imposed under or pursuant to the Cypress Permit or otherwise imposed by the Minister. If Secured Party exercises a power of sale as a result of the occurrence of a default under the Secured Loan Documents, Tenant shall attorn and be bound to the Subsequent Owner pursuant to such power of sale under all of the terms of this Lease for the balance of the Term hereof remaining, including any renewals and extensions, with the same force and effect as if the Subsequent Owner were the landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or Tenant, immediately upon the Subsequent Owner taking possession of the Cypress Premises. Tenant also agrees, however, to execute and deliver at any time and from time to time, upon the request of Secured Party or any such Subsequent Owner: (a) any instrument or certificate which, in the reasonable judgment of Secured Party or such Subsequent Owner may be necessary or appropriate to evidence such attornment, and (b) an up to date estoppel certificate in form and substance consistent with this Lease. Further, but subject to Section 11.2D below, from and after any such attornment, Secured Party or such a Subsequent Owner shall be bound to Tenant under all of the terms, covenants and conditions of this Lease and Tenant shall not be disturbed in its rights to use and occupancy under the terms of this Lease; provided, however, that Secured Party or such Subsequent Owner shall not be:

(i) liable for any action or omission of, or any payment required to be made by, any prior landlord (including Landlord);

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(ii) bound by any rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord);

(iii) liable for the return or application of any security deposits unless Landlord actually delivers such deposits to Secured Party;

(iv) liable for the cost of any Improvements which are Landlord’s responsibility;

(v) bound by any termination, surrender or amendment or modification of this Lease made without Secured Party’s written consent; or

(vi) subject to any offsets or deficiencies, which Tenant might be entitled to assert against any prior landlord (including Landlord).

D. Notwithstanding the foregoing or anything else contained herein or elsewhere, Tenant acknowledges and agrees that if Tenant is in default under this Lease and there is a foreclosure of the Security Instrument (or a deed, vesting order or other conveyance in lieu of foreclosure), or other exercise by such Secured Party (or its successor or assign) of its rights or remedies in connection with which title or possession of the Cypress Permit or the Leased Property, or any portion thereof is transferred to the Secured Party (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Secured Party (or from its designee) (all of the foregoing shall collectively be referred to as “Subsequent Owners”), this Lease may or may not be terminated in the Secured Party’s or the Subsequent Owner’s Sole Discretion. If the Secured Party or the Subsequent Owner elects to terminate this Lease, Tenant shall first assign all of its right, title and interest in any subleases to the Secured Party or Subsequent Owner at no cost to the Secured Party or Subsequent Owner and comply with the balance of this Lease.

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11.3. Compliance with Cypress Permit. Tenant shall manage and operate the Cypress Premises in compliance with all obligations imposed pursuant to the Cypress Permit.

11.4. Liens; Credit. Tenant shall not cause any Lien to be filed against the Cypress Premises or Leased Property or any portion thereof, and shall use commercially reasonable efforts to prevent any Liens from being filed against the Cypress Premises or the Leased Property which may arise from any maintenance, repairs, alterations, improvements, renewals or replacements in or to the Cypress Premises or the Leased Property, and shall obtain the release of any such Liens. This obligation shall not limit Tenant’s rights to Contest provided for under Article 8 hereunder, nor to grant a security interest in respect of any Financial Indebtedness incurred by the Tenant in connection with its working capital within the limitations set forth in Article 4.

11.5. Amendments Requested by Secured Party. If requested by any Secured Party or prospective Secured Party, Tenant agrees to execute and deliver any amendment of this Lease that is reasonably required by such Secured Party or prospective Secured Party, provided that Tenant shall be under no obligation to amend this Lease if the result of such amendment would be to materially and adversely increase Tenant’s obligations or to materially and adversely affect Tenant’s rights under this Lease. Any such amendment shall be in effect only for the period of time in which such Secured Loan Documents are outstanding.

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11.6. Blocked Account Arrangements. To the extent required by a Secured Party from time to time, Tenant and the Secured Party shall enter into a written lock box or blocked account agreement or agreements, in the form and content requested by the Secured Party, in connection with the deposit, payment and disbursement only of all Rent hereunder from time to time and such other matters may be agreed between Landlord and Tenant each acting reasonably.

11.7. Direction re: Payment of Secured Loan and other Financial Indebtedness. If so directed by Landlord in writing, Tenant will pay Rent payable to Landlord hereunder directly to any Secured Party or other lender or creditor in respect of any Financial Indebtedness of Landlord.

12. DEFAULTS AND REMEDIES

12.1. Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder:

(a) should Tenant fail to make any payment of Minimum Rent within five (5) Business Days after Notice thereof, or fail to make payment of any other Rent or any other sum, payable hereunder when due and such failure shall continue for a period of ten (10) days after Notice thereof; or

(b) should Tenant fail to maintain the insurance coverages required under Article 9; or

(c) should Tenant breach or be in default under, and if a cure period is applicable fail to timely cure in accordance with the provisions thereof any obligation that is applicable to the Tenant under the Cypress Permit, the VANOC Agreement, or the Personal Property Lease; or

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(d) should Skylift breach or be in default under, and if a cure period is applicable fail to timely cure in accordance with the provisions thereof, the Skylift Lease; or

(e) subject to Article 8 relating to permitted contests, should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clauses (a) and (b) above) and such default shall continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided, however, that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed three hundred sixty-five (365) days) as may be necessary to cure such default with all due diligence; or

(f) should Tenant (or Indemnifier during the period that its Indemnity is in effect) generally not be paying its debts as they become due or should Tenant (or Indemnifier the period that its Indemnity is in effect) make a general assignment for the benefit of creditors; or

(g) should any petition be filed by, on behalf of or against Tenant (or Indemnifier during the period that its Indemnity is in effect) under the Bankruptcy and Insolvency Act or the Companies’ Creditors Arrangement

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Act, Canada, or should any other proceeding be instituted by or against Tenant (or Indemnifier during the same period) seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant (or Indemnifier during the same period) or for any substantial part of the property of Tenant or Indemnifier and such proceeding is not dismissed within ninety (90) days after institution thereof, or should Tenant take any action to authorize any of the actions set forth above in this paragraph; or

(h) should Tenant (or Indemnifier during the period its Indemnity is in effect) cause or institute any proceeding for its dissolution or termination; or

(i) unless Tenant shall be contesting such Lien or attachment in good faith in accordance with Article 8, should the estate or interest of Tenant in the Cypress Premises or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated, discharged or fully bonded or otherwise secured to the reasonable satisfaction of Landlord within the later of (i) one hundred and twenty (120) days after such attachment or levy in which case Tenant shall give notice to Landlord of the dispute but Tenant may defend in any reasonably suitable way, and (ii) thirty (30) days after receipt by Tenant of Notice thereof from Landlord; it being understood and agreed that Tenant may commence a contest of such matter pursuant to Article 8 above following such Notice from Landlord,

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(j) Any default by the Indemnifier under its Indemnity Agreement and failure to cure within any applicable cure period, shall be a default under this Lease, including without limitation failure to maintain minimum liquidity as set forth in the Indemnity Agreement,

(k) Any default by the Tenant under the terms of the Turnover Agreement,

(l) any Event of Default by any Related Tenant under any of the Related Leases, or

(m) any event of default by any borrower under the Loan Agreement or the Big Sky Loan Agreement,

then, and in any such event, (and to the extent expressly provided above, the passage without cure of any cure period expressly provided above) the next three (3) months Rent shall immediately become due and payable to Landlord and Landlord, in addition to all other remedies available to it, may terminate this Lease by giving Notice thereof to Tenant and upon the expiration of the time fixed in such Notice but in any event not less than thirty (30) days, this Lease shall terminate and all rights of Tenant under this Lease shall cease. Landlord shall have and may exercise all rights and remedies available at law and in equity to Landlord as a result of Tenant’s breach of this Lease, including without limitation the right of re-entry upon the Cypress Premises and the right to retake possession of the Leased Property upon and at any time after the occurrence of an Event of Default.

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12.2. Remedies. None of (a) the termination of this Lease pursuant to Section 12.1, (b) the repossession of the Cypress Premises or any portion thereof, (c) the failure of Landlord to re-let the Cypress Premises, or the Leased Property, or any portion thereof, nor (d) the re-letting of all or any portion of the Cypress Premises or the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or re-letting of the Cypress Premises or the Leased Property. In the event of any such termination, repossession or re-letting, Tenant shall forthwith pay to Landlord all Rent due and payable under the Lease through and including the date of such termination, repossession or re-letting. Thereafter, Tenant, until the end of what would have been the Term of this Lease (assuming no extension beyond the then-current Term) in the absence of such termination, repossession or re-letting, and whether or not the Cypress Premises or any portion thereof shall have been re-let, shall, at Landlord’s option, be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent and other charges which would be payable hereunder for the remainder of the Term had such termination, repossession or re-letting not occurred, LESS the net proceeds, if any, of any re-letting of the Cypress Premises or any other operation of the Cypress Premises by Landlord (if Landlord repossesses the Cypress Premises), after deducting all reasonable expenses in connection with such re-letting, or operation, as applicable, including, without limitation, all reasonable repossession costs, brokerage commissions, legal expenses, legal fees, advertising, expenses of employees, alteration costs and expenses of preparation for such re-letting (such expenses being hereinafter referred to as the “Re-letting Expenses”). Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Lease had not been so terminated.

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In case of any Event of Default, re-entry, expiration or dispossession by summary proceedings or otherwise, Landlord may, subject to any conditions imposed under the Cypress Permit or otherwise by the Minister, (a) re-let the Cypress Premises and the Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to re-let the same, and (b) may make such reasonable alterations, repairs and decorations thereof as Landlord, acting reasonably, and subject to the provisions of the Cypress Permit, considers advisable and necessary for the purpose of re-letting the Cypress Premises and Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for any failure to re-let all or any portion of the Cypress Premises or the Leased Property, or, in the event that such is re-let, for failure to collect the rent under such re-letting. To the maximum extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Cypress Premises and Leased Property, by reason of the occurrence and continuation of an Event of Default hereunder.

12.3. Tenant’s Continuing Operation. In the Event of Default, and notwithstanding any termination of this Lease, Landlord may at Landlord’s option request that Tenant continue to operate the Cypress Premises and Leased Property under the terms of this Lease (including Tenant paying all Rent) until such time as Landlord enters into a new sub-permit with a successor tenant acceptable to the Province and

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to Landlord. Upon such request of Landlord, Tenant shall continue the operation of the Cypress Premises on a month-to-month basis, terminable on the later of (i) not less than thirty (30) days’ notice by Landlord and (ii) Landlord’s delivery of possession of the Cypress Premises to a replacement subpermittee acceptable to Landlord and the Province. Tenant’s obligation to continue operation after termination shall extend for a maximum of 180 days, provided that if the Province is processing an application by Landlord for a successor subpermittee such obligation shall extend until such processing by the Province is completed and a replacement subpermittee is approved by the Province. Tenant shall not oppose and shall express to the Province in writing, if requested by Landlord, the Tenant’s support for any such Landlord application for approval by the Province of such replacement subpermittee. Tenant shall be entitled to the benefit of the business of the operations during such period subject to the provisions of Section 12.4.

12.4. Application of Funds. All revenues received by Tenant from the operation of the Cypress Premises and Leased Properties subsequent to an Event of Default shall be first applied to the payment of Rent as determined by the Landlord. Any payments received by Landlord under any of the provisions of this Lease during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenant’s current and past due obligations under this Lease in such order as Landlord may determine or as may be prescribed by the laws of the Province with the balance, if any, to the benefit of Tenant.

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12.5. Landlord’s Right to Cure Tenant’s Default. If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine there is an Emergency Requirement), without waiving or releasing any obligation of Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Cypress Premises and the Improvements or any portion thereof for such purpose and take all such action thereon as, in the reasonable opinion of the Landlord and subject to Minister’s consent, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable legal fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Interest Rate from the date such sums are paid by Landlord until repaid, shall be reimbursed by Tenant to Landlord, on demand.

13. HOLDING OVER. Any holding over by Tenant after the expiration or sooner termination of this Lease shall be treated as a daily tenancy at sufferance at a rate equal to two times the Rent and other charges herein provided (prorated on a daily basis), provided however if such holding over is pursuant to Landlord’s written request as set forth in Section 12.3 or subsequent to the expiration date of the term and precedes the closing of the Tenant’s exercised buyback option pursuant to the Buyback Option Agreement, then Rent shall be paid at a rate as if there had been no expiration or termination of the Lease. Tenant shall also pay to Landlord all damages (direct or indirect) sustained by reason of any such holding over. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Lease and Tenant hereby waives any right to claim the existence of a Lease by sufferance under any Applicable Laws.

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14. TRANSFERS BY LANDLORD OR SECURED PARTY

Landlord or Secured Party (including, in all cases a Subsequent Owner) shall have the unrestricted right, subject to any requirement for Minister’s consent pursuant to any restrictions under the Cypress Permit, to convey, transfer, assign or encumber the Cypress Premises, the Leased Property, the Cypress Permit, and its interest in this Lease, in whole to a Secured Party pursuant to Section 11 above, or to any other grantee or transferee subject to the provisions of this Lease provided only that such other grantee or transferee agrees to assume all obligations of the Landlord hereunder. If Landlord or Secured Party transfers in accordance with the terms hereof to a grantee or transferee that expressly assumes in writing all obligations of Landlord hereunder or Secured Party under its Secured Loan Documents arising or accruing from and after the date of such transfer, Landlord or Secured Party shall thereupon be released from all future liabilities and obligations of Landlord or Secured Party under this Lease or its Secured Loan Documents arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner or secured party.

15. SUBLETTING AND ASSIGNMENT

15.1. Restriction on Mortgaging, Subletting and Assignment.

A. Except as set forth in this Section 15.1A, Tenant shall not, without Landlord’s prior written consent (which may be given or withheld by Landlord in its Sole Discretion) and the consent of Landlord’s Secured Party if required by any of the Secured Loan Documents: (a) assign, mortgage, pledge, hypothecate, encumber or otherwise

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transfer this Lease or any part of the Cypress Premises and/or the Leased Property or any part hereof or any right, title or interest herein, or (b) sublease (which term shall be deemed to include the granting of concessions, licenses, permits and the like) all or any part of the Cypress Premises or the Leased Property, or (c) suffer or permit this Lease or the sub-permit rights created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or (d) permit the use or operation of the Cypress Premises or the Leased Property by anyone other than (i) Tenant and its customers in the ordinary course of business but subject to the provisions of Section 4.1 and the provisions of the VANOC Agreement, and (ii) third parties who are given a temporary right to use a portion of the Cypress Premises for a period not to exceed two (2) weeks in duration, including rights granted under permit, provided that any such use is consistent with the uses allowed under the Permit and does not interfere with the operations of Tenant. For purposes of this Section 15.1, a Transfer of this Lease requiring Landlord’s consent shall be deemed to include the following: any direct or indirect transfer of any interest in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entity, but shall not include any involuntary Liens or attachments contested by Tenant in good faith in accordance with Article 8 or any merger or consolidation with another Entity pursuant to which there is no change of Control or requirement under the Permit or the VANOC Agreement for the Minister’s or VANOC’s consent or approval. Each of the foregoing is considered a “Transfer” and all of the foregoing is collectively, the “Transfers”, a recipient of a Transfer is a “Transferee”.

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B. If this Lease is assigned or if the Cypress Premises, the Leased Property or any part thereof is Transferred by Tenant, Landlord or its Secured Party may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in Section 15.1(A), the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Lease. In addition, Tenant hereby grants to Landlord a first ranking security interest in all rents and revenues from any assignee, subtenant, occupant or other Transferee from time to time to secure the payment of Rent and the performance of all obligations to be paid and performed by Tenant to or for the benefit of Landlord under this Lease and any amendments hereto from time to time.

C. If Tenant Transfers with Landlord’s consent in accordance with the terms hereof to a grantee or transferee whose creditworthiness is expressly approved in writing by Landlord and who expressly assumes in writing all obligations of Tenant hereunder and under the Personal Property Lease arising or accruing from and after the date of such Transfer, Tenant shall thereupon be released by Landlord from all future liabilities and obligations of the Tenant under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new tenant, its successors and assigns. No consent to any Transfer in a particular instance shall be deemed to be a waiver of the prohibition set

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forth in this Section 15.1 as it applies to the new tenant. No Transfer shall affect any Permitted Use, nor contravene or result in a default under or non-compliance with any provision of the Cypress Permit. Any Transfer of Tenant’s interest under this Lease in contravention of this Section 15.1 shall be void.

D. Any Transfer by or on behalf of Tenant of all or any portion of the Cypress Premises, the Leased Property or the Lease (said Transfers being collectively, the “Future Transfers” or individually a “Future Transfer”) shall provide (a) that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subject to subordinate; (b) that in the event of termination or expiration of this Lease or re-entry or dispossession of Tenant by Landlord under this Lease, Landlord may take over all of the right, title and interest of Tenant, and, except as provided below, such Future Transferee shall, at Landlord’s option, attorn to Landlord and/or any Secured Party (including, in each case, a Subsequent Owner) pursuant to the then executory provisions of such Transfer and become a direct tenant of Landlord and/or any Secured Party, except that neither Landlord nor any Secured Party, as holder of a Security Loan Document or as landlord under this Lease, if such Secured Party succeeds to that position, shall (i) be liable for any act or omission of Tenant under such Transfer, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such Transferee against Tenant, (iii) be bound by any previous prepayment of more than one (i) month’s rents, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the Leased Property or any portion thereof, (v) be required to account for any security deposit of the Transferee other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such Transferee or

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grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such Transferee, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (c) in the rent that such Transferee receives a written Notice from Landlord or any Secured Party stating that an Event of Default has occurred and is continuing, such subtenant shall thereafter be obligated to pay all rentals and other monies accruing under such Transfer directly to the party giving such Notice or as such party may direct. All rentals and other monies received from such Transferee by Landlord or the Secured Party, as the case may be, shall be credited against the amounts owing by tenant under this Lease and such Transfer shall provided that the Transferee thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such Transfer duly executed by Tenant and such Transferee shall be delivered promptly to Landlord, Tenant shall remain liable for the payment of Rent from and after the date of such assignment, and shall not be released from any obligations of the Tenant hereunder except in the circumstances of a release under Section 15.1C above.

15.2. Transfer Limitation. For so long as Landlord or any Affiliate of Landlord, shall seek to qualify as a real estate investment trust, anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublease or otherwise Transfer the Cypress Premises or Improvements on any basis such that Landlord determines that the rental to be paid by any Transferee thereunder would be based, in whole or in part, on either (a) the net income or profits derived by the business activities of such Transferee, or (b) any other formula such that any portion of such sublease rental would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code or any similar or successor provision thereto.

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16. TENANT CERTIFICATES AND FINANCIAL STATEMENTS

16.1. Tenant Certificates. At any time and from time to time, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other a certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that to its knowledge no Default or an Event of Default by the other party has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. If such additional information reasonably requires more than ten (10) Business Days to provide, the party furnishing such information shall be entitled to such additional period to respond to such request as may be reasonably required under the circumstances. Any such certificate furnished pursuant to this Section 16.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or Secured Party of the Cypress Premises, the Leased Property or the permitted rights hereby created.

16.2. Accounting, Distributions and Annual Reconciliation.

A. Within ten (10) days after the close of each Accounting Period, Tenant shall deliver to Landlord a statement of Gross Revenues for the immediately preceding Accounting Period and for the fiscal quarter and Fiscal Year to date, all certified by the Tenant’s chief financial officer to be true and correct. Within twenty (20) days after the

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close of each Accounting Period, Tenant shall deliver to Landlord (i) an interim profit and loss statement, (ii) a balance sheet showing the results of the operation of the Leased Property, and (iii) a cash flow statement, all certified by the Tenant’s chief financial officer to be true and correct. Within sixty (60) days after the close of each quarter of each Fiscal Year, Tenant shall deliver, or cause to be delivered, to Landlord (i) certified Financial Statements of Tenant’s Parent and (ii) an organizational chart accurately presenting the ownership of the ownership interests in Tenant.

B. Calculations and payments made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively. Within one hundred twenty (120) days after the end of each Fiscal Year, Tenant shall deliver to Landlord audited Financial Statements in reasonable detail summarizing the operations of the Cypress Premises for the immediately preceding Fiscal Year and a certificate of Tenant’s chief accounting officer, or equivalent, certifying that, to the best of his or her knowledge, such Financial Statements are true and correct. The parties shall, within ten (10) Business Days after Landlord’s receipt of such Financial Statements, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Financial Statements. Such Financial Statements shall be controlling over the preceding Accounting Period profit and loss statements.

16.3. Books and Records. Books of control and account pertaining to operations at the Cypress Premises shall be kept on the accrual basis and in all material respects in accordance with GAAP consistently applied. Upon Landlord’s reasonable request and at reasonable intervals during normal business hours Landlord shall have the right to examine such records at the Cypress Premises. If

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Landlord desires to audit or examine the Annual Operating Statement, Landlord shall notify Tenant in writing within sixty (60) days after receipt of such Financial Statements of its desire for the audit, and shall complete such audit within ninety (90) days after commencement thereof. Landlord may provide copies of any financial statements, books or records to any Secured Party or any other person directly or indirectly providing financing to Landlord.

16.4. Annual Business Plan. Not later than sixty (60) days prior to each Fiscal Year, Tenant shall deliver to Landlord an annual “business plan” for the succeeding Fiscal Year for Landlord’s review and comments. Tenant shall review in good faith Landlord’s comments prior to finalizing its business and marketing plan. The business plan shall include projections of income and expenses on a monthly basis for the succeeding Fiscal Year in detailed line item breakdown, in the form attached hereto as Schedule 16.4 (as amended as of the date hereof, the “Annual Budget”) together with a marketing plan describing in detail Tenant’s plan for marketing the operation of the Leased Property, including a detailed line item marketing budget.

16.5. Update Meetings. Tenant agrees that Tenant will meet with Landlord upon Landlord’s request to review such aspects of the Leased Property and Tenant’s operations thereon as Landlord may reasonably request. Such meetings shall occur no more frequently than quarterly without Tenant’s consent.

16.6. Approvals. In this Lease, where Tenant or Landlord is required to obtain the other’s consent or approval with respect to: (i) the execution and delivery of an agreement or contract; (ii) the use of the Premises; (iii) any Capital Expenditure; (iv) the enforcement of any provision in the Permit, the VANOC Agreement or any other agreement entered into by the Landlord but carried

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out by the Tenant; (v) all budgets, Capital Reserve Budgets, operating plans or other reporting requirements of the Tenant; the other shall promptly review and provide a timely response and information reasonably requested by the other. A response will be deemed “timely” if given within ten (10) days, except if a shorter period is required due to the emergency nature of the request, (which for the purposes of this section includes any opportunity that must be realized or committed to within a shorter period of time than ten (10) days where the request for consent or approval and the information necessary for a decision to be made have not been delayed in their transmittal to the party being requested to respond on an expedited basis), in which case such response will be given as promptly as reasonably possible. To facilitate such approval process, each party shall appoint an individual to be responsible for the Cypress Premises and such individual shall have the authority to provide consent whether in writing or otherwise to the other, and each shall be entitled to rely upon the authority of such appointed individual to give the consents and approvals required hereunder.

16.7. Sarbanes-Oxley. In connection with Landlord’s responsibility to maintain effective internal controls over financial reporting and the requirements for complying with the Sarbanes Oxley Act of 2002, Tenant hereby agrees to provide access and reasonable assistance necessary to Landlord that will allow Landlord to conduct activities necessary to satisfy its responsibilities, as previously outlined, including but not limited to the activities stipulated by the Public Company Accounting Oversight Board in its release 2004-1, or other similarly promulgated guidance by other regulatory agencies. Tenant hereby agrees to provide, at Landlord’s request, a report prepared by an independent registered certified public accountant pursuant to the AICPA’s statement on auditing standards No. 70 “Reports on the Processing of Transactions by Service Organizations”

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(“SAS No. 70”) utilizing a “Type II approach,” as defined in that SAS No. 70. Tenant shall be reimbursed its reasonable third party expenses incurred for all such services and assistance requested by Landlord, including third party expenses for provision of the report pursuant to SAS No. 70. Landlord agrees to provide Tenant with appropriate notice regarding the conduct of the activities anticipated in this provision.

17. LANDLORD’S RIGHT TO INSPECT. Tenant shall permit Landlord and any Secured Party or any other Person directly or indirectly providing financing to Landlord and their authorized representatives to inspect the Cypress Premises at reasonable times of the day upon not less than twenty-four (24) hours’ Notice, and to make such repairs as Landlord is permitted or required to make pursuant to the terms of this Lease, provided that any inspection or repair by Landlord or Secured Party or other Person or its representatives will not unreasonably interfere with Tenant’s use and operation of the Cypress Premises and further provided that in the event of an emergency, as determined by Landlord or Secured Party or other Person in its reasonable discretion, prior Notice shall not be necessary.

18. BUYBACK OPTION. Landlord and CNL TRS, are parties to that certain “Buyback Option Agreement” pursuant to which Landlord and CNL TRS have granted to Boyne USA, Inc. the option to buy back or cause the Tenant to buy back from Landlord the Improvements and all of the rights and obligations under and pursuant to the Cypress Permit and all of the related Personal Property from CNL TRS, together with other assets purchased pursuant to the Asset Purchase Agreement subject to and on the terms and conditions set forth in the Buyback Option Agreement.

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19. MISCELLANEOUS.

19.1. Limitation on Payment of Rent. All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Lease exceed the maximum permissible under Applicable Laws, and if, from any circumstance whatsoever, fulfillment of any provision of this Lease, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto, the amount which would be excessive shall be applied to the reduction of any installment of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Lease and any other agreements between Landlord and Tenant.

19.2. No Waiver. No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

19.3. Remedies Cumulative. To the maximum extent permitted by law, and except as specifically waived herein, each legal, equitable or contractual right, power and remedy of Landlord, now or hereafter provided either in this Lease or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the

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exercise by Landlord (as applicable) of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord or Tenant of any or all of such other rights, powers and remedies.

19.4. Severability. Any clause, sentence, paragraph, section or provision of this Lease held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Lease, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Lease shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.

19.5. Acceptance of Surrender. No surrender to Landlord of this Lease or of the Cypress Premises or any part thereof or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.

19.6. No Merger of Title. It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Lease or of the interest created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly the Tenant’s interest under this Lease or the rights created hereby, and the Landlord’s rights under the Cypress Permit.

19.7. Quiet Enjoyment. Provided that no Event of Default shall have occurred and be continuing, Tenant shall peaceably and quietly have, hold and enjoy the Cypress Premises and Leased Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under

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Landlord, but subject to (a) the terms and conditions of the Cypress Permit and the VANOC Agreement, and (b) any Encumbrance permitted to be created by Landlord hereunder, (c) all Permitted Encumbrances, (d) Liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenant’s ability to operate the Cypress Premises, and (e) Liens that have been consented to in writing by Tenant. Except as otherwise provided in this Lease, no failure by Landlord to comply with the foregoing covenant shall give Tenant the right to cancel or terminate this Lease or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Lease, or to fail to perform any other obligation of Tenant hereunder.

19.8. Dispute Resolution. The Landlord and Tenant covenant and agree with each other as follows:

(a) if there is a dispute or disagreement between the parties in respect of any of the provisions of this Lease (other than payment of Rent or a Tenant default that in Landlord’s reasonable judgment requires specific performance or injunctive relief, or immediate dispossession in order to protect the value of Landlord’s reversionary interest in the Leased Property), which remains unresolved for a period of 30 days, each party will designate a senior manager or officer to review and make reasonable efforts to develop a workable resolution to the dispute or disagreement. The communications in any such attempts to settle shall be privileged in any subsequent proceedings or action, and the failure to arrive at a resolution shall give rise to no claim by either party, whether or not a party arguably failed to make a reasonable effort.

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(b) Either party to a dispute or disagreement may at any time refer the dispute or disagreement, including a dispute or disagreement which is under an internal review under Section 19.8(a) for determination by arbitration in accordance with the following:

A. The arbitration will be conducted by a sole arbitrator agreed by the parties to the dispute unless the parties fail to agree on such sole arbitrator within ten (10) Business Days of the giving of the notice of arbitration or the parties agree that the arbitration should be conducted by a panel of three (3) arbitrators;

B. if the parties fail to agree on a sole arbitrator pursuant to the above, or agree to have a panel of three (3) arbitrators conduct the arbitration:

(c) each party will promptly select an arbitrator and the two (2) arbitrators will then promptly select a third arbitrator;

(d) if either party fails to select an arbitrator within seven (7) Business Days of the notice of arbitration the arbitrator selected by the other party will act as the sole arbitrator;

(e) if the arbitrator selected by the parties fails to select a third arbitrator within ten (10) Business Days of the later of their appointments, either party may apply to the Supreme Court of British Columbia for the appointment of a third arbitrator;

A. the decision of a majority of the arbitrators or the sole arbitrator, as the case may be, including any decision as to costs, will be final and binding upon the parties but will not be a precedent in any subsequent arbitration under this Lease; and

B. except as expressly provided herein, all arbitrations will be conducted according to the laws governing commercial arbitrations in British Columbia.

(f) Any dispute referred to arbitration will be dealt with on an expeditious basis with both parties using all commercially reasonable efforts to obtain and implement a timely decision of the arbitrator or arbitrators.

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19.9. No Recordation. Neither Landlord nor Tenant shall record or register this Lease or a notice thereof unless required by a Secured Party.

19.10. Notices.

A. Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Lease shall be deemed adequately given if in writing and the same shall be delivered either in hand, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, post-paid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

B. All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Lease upon the date of receipt or refusal, except that whenever under this Lease a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

C. All such notices shall be addressed,

If to the Landlord: R&H US Canadian Cypress Limited, as trustee of the Cypress Jersey Trust Ordnance House 31 Pier Road St. Helier, Jersey JE4 8PW Channel Islands Attn: David Goar Fax No. 44 1534 825250

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With a copy to:	CNL Lifestyle Properties, Inc. 450 S. Orange Avenue Orlando, Florida 32801 Attention: Tammie A. Quinlan, Executive Vice President and Chief Financial Officer Attn: Amy Sinelli, Vice President and Corporate Counsel Fax: 407-540-2544 Telephone: 407-650-1000
With a copy to:	Lowndes, Drosdick, Doster, Kantor & Reed, P.A. 215 N. Eola Drive Orlando, Florida 32801 Attn: Michael Ryan, Esq. Fax: (407) 843-4444 Telephone: (407) 843-4600
If to Tenant to:	Cypress Bowl Recreations Limited Partnership Top of Cypress Bowl Road Cypress Provincial Park P. O. Box 91252 West Vancouver, BC V7V 3N9 Attn: Maureen Collins, Controller Fax: (604) 926-7121 Telephone: (604) 926-5612
With a copy to, and otherwise if to Indemnifier, to:	Boyne USA, Inc. 1 Boyne Mountain Road P.O. Box 19 Boyne Falls, Michigan 49713 Attn: Roland Andreasson, Chief Financial Officer Fax: (231) 549-6094 Telephone: (231) 675-7241
and in either case, with a copy to:	Lawson Lundell LLP 1600-925 West Georgia Street Vancouver, BC V6C 3L2 Attn: Valerie C. Mann, Esq. Fax: (604) 669-1620 Telephone: (604) 685-3456

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D. By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Lease to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within Canada, the Island of Jersey, or the United States of America.

19.11. Construction. Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Lease with respect to the Cypress Premises or Leased Property shall survive such termination or expiration. Neither this Lease nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by all the parties thereto. All the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Each term or provision of this Lease to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the exercise of any rights of Tenant or Landlord under this Lease. Except as otherwise set forth in this Lease, any obligations arising prior to the expiration or sooner termination of this Lease (including without limitation, any monetary, repair and indemnification obligations) shall survive the expiration or sooner termination of this Lease; provided, however, that each party shall be required to give the other Notice of any such surviving and unsatisfied obligations within one year after the expiration or sooner termination of this Lease.

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19.12. Limited Recourse. Anything contained in this Lease to the contrary notwithstanding, Tenant agrees and acknowledges that no party owning any stock of any corporation that is an Affiliate of the Landlord (a “CIP Stockholder”) shall be personally liable, as a result of being a CIP Stockholder, for obligations of any kind , including, but not limited to, any debts, claims, liabilities, demands, or judgments, which arise, directly or indirectly, as a result of, or in connection with this Lease. This provision shall survive the Closing or termination of this Lease.

Anything contained in this Lease to the contrary notwithstanding, Landlord agrees and acknowledges that except for the Indemnifier pursuant to the Indemnity Agreement for the term thereof only, no party owning any stock or other security interest (including a limited partnership unit or ownership interest) of any corporation or partnership that is an Affiliate of the Tenant (a “CBRLP Stockholder”) shall be personally liable, as a result of being a CBRLP Stockholder, for obligations of any kind, including, but not limited to, any debts, claims, liabilities, demands, or judgments, which arise, directly or indirectly, as a result of, or in connection with this Lease. This provision shall survive the Closing or termination of this Lease.

19.13. Counterparts; Headings. This Lease may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Lease are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.

19.14. Entire Agreement. This Lease and any other written agreement between the parties hereto with respect to the subject matter hereof constitute the entire agreement between the Landlord and Tenant with

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respect to the subject matter hereof and there are no other representations, warranties, collateral warranties, agreements, collateral agreements, statements or assurances of any kind or nature whatsoever upon which any party is entitled to rely. This Lease may not be amended, modified or varied, except by a written agreement signed by all parties hereto. The terms of this Lease shall control in the event of any conflict with, and in the interpretation of, all provisions of the Asset Purchase Agreement or any term sheet or letter of intent related thereto.

19.15. Applicable Law, Etc. This Lease shall be interpreted, construed, applied and enforced in accordance with the laws of the Province, regardless of (a) where this Lease is executed or delivered; or (b) where any payment or other performance required by this Lease is made or required to be made; or (c) where any breach of any provision of this Lease occurs, or any cause of action otherwise accrues; or (d) where any action or other proceeding is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than the Province; or (g) any combination of the foregoing. To the maximum extent permitted by Applicable Law, any action to enforce, arising out of, or relating in any way to, any of the provisions of this Lease but subject to the provisions of section 19.8 which shall take precedence, may be brought and prosecuted in such court or courts located in the Province; and the parties consent to the jurisdiction of said court or courts located in the Province and to service of process by registered mail, return receipt requested, or by any other manner provided by law.

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19.16. Right to Make Agreement. Each party warrants, with respect to itself, that neither the execution of this Lease, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the Term and any renewal and/or extension thereof the full right to enter into this Lease and perform its obligations hereunder.

19.17. Indemnity of Tenant’s Performance. With respect to a period of four (4) calendar years from the Commencement Date, the Indemnitor shall be jointly and severally liable for the Tenant’s covenants and obligations in respect of the payment to Landlord of the Minimum Rent provided for herein, as provided for in and subject to the terms of the Indemnity.

19.18. Time. Time shall be of the essence of this Lease and in each and every part hereof.

19.19. Exculpation of Trustee. Notwithstanding anything express or implied in this Lease to the contrary, to the extent that and for so long as a trust is Landlord hereunder (a “Trust”), the maximum liability of the trustees of said Trust under this Lease (including, without limitation, any liability for interest, costs, expenses and/or any other sums recoverable under this Lease) shall not exceed the value of the property held in the Trust from time to time and which is in the trustee’s possession or under its control as trustee of the Trust (and for greater certainty no other property of any other trust).

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IN WITNESS WHEREOF, the parties have executed this Lease as a sealed instrument as of the date above first written.

TENANT CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP, by its General Partner, Cypress Bowl ULC
By:	/s/ Roland Andreasson
Name:	Roland Andreasson
Title:	Chief Financial Officer

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LANDLORD R&H US CANADIAN CYPRESS LIMITED a company incorporated pursuant to the laws of the Island of Jersey, solely in its capacity as trustee of CYPRESS JERSEY TRUST, a trust settled pursuant to the laws of the Island of Jersey
By:
/s/ David Goar
Name:	David Goar
Title:	Director
/s/ Francis Raffay
Name:	Francis Raffay
Title:	Secretary

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INDEMNIFIER [solely for Purposes of Section 19.17] BOYNE USA, INC.
By:	/s/ Roland Andreasson
Name:	Roland Andreasson
Title:	Chief Financial Officer

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Schedule 1.1A

Buyback Option Agreement

[Intentionally Omitted]

Schedule 1.1B

Related Tenants and Related Leases

[Intentionally Omitted]

Schedule 3.1B

Calculation of Percentage Rent

[Intentionally Omitted]

Schedule 16.4

[Intentionally Omitted]

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED

PERSONAL PROPERTY LEASE AGREEMENT

DATED AS OF AUGUST 10, 2009

BY AND BETWEEN

CNL PERSONAL PROPERTY TRS ULC

AS LESSOR

AND

CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP

AS LESSEE

TABLE OF CONTENTS

			Page
1.	DEFINITIONS		2
	1.1.	Definitions	2
	1.2.	Affiliates	22
2.	LEASE AND TERM		22
	2.1.	Lease of Personal Property	23
	2.2.	Authority and Obligation of Lessee Under VANOC Agreements	23
	2.3.	Term	23
3.	RENT		24
	3.1.	Rent	24
	3.2.	Confirmation of Percentage Rent	24
	3.3.	Additional Charges	26
	3.4.	Payment of Impositions	27
	3.5.	Late Payment of Rent, Etc	29
	3.6.	Triple Net Lease	30
	3.7.	Sales Tax	32
	3.8.	Withholding Tax	35
	3.9.	Deposit of Prepaid Minimum Rent	35
4.	PERSONAL PROPERTY TITLE		36
5.	USE OF THE PERSONAL PROPERTY		37
	5.1.	Permitted Use	37
	5.2.	Compliance with Legal/Insurance Requirements, Etc	38
	5.3.	Environmental Matters	39
	5.4.	Negative Covenants	40
	5.5.	Nature Of Relationship	41
	5.6.	Application of Cypress Permit and VANOC Agreement	41
	5.7.	Equipment Leases	43
	5.8.	Limitations on Lessee’s Exercise of Authority	43
6.	REPAIRS, MAINTENANCE AND REPLACEMENTS		44
	6.1.	Inspection and Acceptance	44
	6.2.	Repairs and Maintenance Costs	44
	6.3.	Capital Renewals Reserve	46
	6.4.	Withdrawal By Lessor From Capital Renewals Reserve Account	48
	6.5.	Capital Expenditures Exceeding Capital Renewals Reserve	49
	6.6.	Ownership of Replacements	50
	6.7.	Lessee’s Personal Property	50
	6.8.	Yield Up	51
	6.9.	Management Matters	52

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7.	IMPROVEMENTS, ETC		52
	7.1.	No Liens	52
	7.2.	Salvage	52
	7.3.	Project Budget Overruns	53
8.	LIENS		54
9.	PERMITTED CONTESTS		54
	9.1.	Right to Contest	54
10.	RISK OF LOSS AND INSURANCE		55
	10.1.	Insurance	55
	10.2.	General Insurance Provisions	57
	10.3.	Costs and Expenses	60
	10.4.	Waiver of Subrogation	60
	10.5.	Indemnification of Lessor	60
	10.6.	Lessor Advance	61
11.	DAMAGE, REPAIR AND EXPROPRIATION		62
	11.1.	Damage or Loss	62
	11.2.	Reinstatement	63
	11.3.	Expropriation	64
	11.4.	Secured Loan Documents	65
12.	SECURITY		65
	12.1.	Security	65
	12.2.	Subordination and Attornment	65
	12.3.	Compliance with Cypress Permit	68
	12.4.	Liens; Credit	68
	12.5.	Amendments Requested by Secured Party	69
	12.6.	Blocked Account Arrangements	69
	12.7.	Direction re: Payment of Secured Loan and other Financial Indebtedness	69
13.	DEFAULTS AND REMEDIES		70
	13.1.	Events of Default	70
	13.2.	Remedies	73
	13.3.	Lessee Remains Liable	75
	13.4.	Lessee’s Continuing Operation	75
	13.5.	Application of Funds	76
	13.6.	Lessor’s Right to Cure Lessee’s Default	76
14.	FAILURE TO TURN OVER		77
15.	TRANSFERS BY LESSOR OR SECURED PARTY		77
16.	SUBLETTING AND ASSIGNMENT		78
	16.1.	Restriction on Mortgaging, Subletting and Assignment	78

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17.	LESSEE CERTIFICATES AND FINANCIAL STATEMENTS		82
	17.1.	Lessee Certificates	82
	17.2.	Accounting, Distributions and Annual Reconciliation	83
	17.3.	Books and Records	84
	17.4.	Annual Business Plan	84
	17.5.	Update Meetings	85
	17.6.	Approvals	85
	17.7.	Sarbanes-Oxley	86
18.	LESSOR’S RIGHT TO INSPECT		86
19.	LESSEE’S BUYBACK OPTION		87
20.	MISCELLANEOUS		87
	20.1.	Limitation on Payment of Rent	87
	20.2.	No Waiver	88
	20.3.	Remedies Cumulative	88
	20.4.	Severability	89
	20.5.	Acceptance of Surrender	89
	20.6.	No Merger of Title	89
	20.7.	Quiet Enjoyment	89
	20.8.	Dispute Resolution	90
	20.9.	No Recordation	92
	20.10.	Notices	92
	20.11.	Construction	93
	20.12.	Limited Recourse	94
	20.13.	Counterparts; Headings	95
	20.14.	Entire Agreement	95
	20.15.	Applicable Law, Etc	95
	20.16.	Right to Make Agreement	96
	20.17.	Indemnity of Lessee’s Performance	97
	20.18.	Time	97
	20.19.	Exculpation of Trustee	97

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AMENDED AND RESTATED

PERSONAL PROPERTY LEASE AGREEMENT

(WITH BUY BACK OPTION)

THIS AMENDED AND RESTATED PERSONAL PROPERTY LEASE AGREEMENT (the “Lease”) is entered into as of this 10th day of August, 2009, by and between CNL PERSONAL PROPERTY TRS ULC, a Nova Scotia unlimited liability company, (the “Lessor”), and CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP, a British Columbia limited partnership (the “Lessee”).

RECITALS:

A. Lessee and R&H US Canadian Cypress Limited in its capacity as trustee of the Cypress Jersey Trust, an affiliate of Lessor and a trust settled under the laws of the Isle of Jersey (the “Trust”) are parties to a Sub-Permit and Lease Agreement (the “Sub-Permit”) as of the Commencement Date, pursuant to which the Trust granted to Lessee a sub-permit of the Trust’s right under the Cypress Permit (as defined herein) including the right to use and occupy portions of the Cypress Provincial Park in British Columbia currently being operated as the Cypress Mountain ski area which are the subject of the Cypress Permit together with a lease of certain structures and fixtures constituting real property located thereon (the “Improvements”).

B. Lessor is the owner of certain Personal Property (defined herein) located at and used or usable in connection with the Lessee’s ski operations and related business at Cypress Provincial Park.

C. Lessor desires to lease to Lessee and Lessee desires to lease from Lessor the Personal Property, on the terms and conditions set forth herein.

D. Lessee’s parent company, Boyne USA, Inc. has been granted the right and option to buy back from the Trust the Cypress Permit and Improvements, and from Lessor the right and

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option to buy back the related Personal Property, pursuant to a Buyback Option Agreement dated December 22, 2005 entered into by and among inter alia, CNL Income Partners, LP (an Affiliate of Lessor and of the Trust) and Boyne USA, Inc.

E. Lessor and Lessee entered into that certain Personal Property Lease Agreement as of the Commencement Date, pursuant to which Lessor leased the Leased Property to Lessee, and Lessee leased the Leased Property from Lessor (the “Original Personal Property Lease”).

F. Lessor and Lessee hereby acknowledge that the Original Personal Property Lease controlled from the Commencement Date until the date hereof.

G. Lessor and Lessee have agreed to amend and restate the Original Personal Property Lease in its entirety to incorporate certain matters more particularly set forth herein.

AGREEMENT:

In consideration of the Rent payable by Lessee hereunder and the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows:

1. DEFINITIONS

1.1. Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article shall have the meanings ascribed to them in this Article and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein shall have the meanings ascribed to them in accordance with GAAP, (c) all references in this Lease to designated “Articles,” “Sections” and other subdivisions of this Lease and “Exhibits” are to the designated Articles, Sections, other subdivisions of this Lease and Exhibits and (iv) the words “herein”, “hereof” “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision.

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“Accounting Period” shall mean each calendar month during the Term, or part thereof where the Term commences on a date other than the first day of a calendar month or ends on a date other than the last day of a calendar month, unless otherwise agreed by both parties.

“Accounting Period Statement” shall have the meaning given such term in Section 17.2.

“Additional Charges” shall have the meaning given such term in Section 3.3.

“Additional Minimum Rent” shall mean with respect to any Fiscal Year an amount equal to the aggregate of Additional Minimum Rent applicable to each Lessor Expenditure hereafter made by Lessor. For each Lessor Expenditure hereafter made by Lessor, Additional Minimum Rent shall be paid by Lessee for each Fiscal Year in an amount equal to the product of: (a) the Subsequently Agreed Lease Rate applicable to such additional Lessor Expenditure and (b) the amount of such Lessor Expenditure. Lessor shall notify Lessee in writing as to the Additional Minimum Rent amount, and the calculation thereof, at the time of each Lessor Expenditure.

“Affiliates” shall have the meaning given such term in Section 1.2.

“Applicable Laws” shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including Environmental Laws.

“Asset Purchase Agreement” shall mean that Asset Purchase Agreement entered into by and between Lessee and Gatlinburg Skylift, LLC, as sellers, and CNL Income Partners, LP,

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as purchaser, dated, December 22, 2005 as said agreement was assigned to Affiliates of CNL Income Partners, LP, and as same may be amended, extended, supplemented, replaced and renewed from time to time.

“Big Sky Loan Agreement” shall mean that certain Loan Agreement dated as of September 23, 2008 by and among Big Sky Resort, LLC, Boyne USA, Inc., Boyne Properties, Inc., each a Michigan corporation, and Summit Hotel, LLC, a Montana limited liability company, individually and collectively referred to therein as Borrower, and CNL Income Lending I, LLC, a Delaware limited liability company, as Lender, as the same may be amended from time to time.

“Business Day” shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in the Province are authorized by law or executive action to close.

“Buyback Option” shall mean the Buyback Option Agreement, dated December 22, 2005, executed by CNL Gatlinburg Partnership, LP, CNL Income Partners, LP and Boyne USA, Inc., a copy of which is attached hereto as Schedule 1.1A and which has been assumed by Lessor and by the Trust pursuant to an “Assumption of Buyback Option Obligation” dated as of the Commencement Date.

“Capital Expenditure” shall mean the expenditures and capital lease payments approved by Lessor in accordance with the requirements of this Lease and necessary for alterations, improvements, renewals, replacements, and additions to the Personal Property as “capital expenditures” under GAAP.

“Capital Renewals Reserve” shall have the meaning given such term in Section 6.3.A.

“Capital Reserve Budget” shall have the meaning given such term in Section 6.3.C.

“Claims” shall have the meaning given such term in Article 9.

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“Closing” shall mean the closing of the purchase by the Trust and sale by Lessee of the Cypress Permit and Improvements, and the purchase by Lessor and the sale by Lessee of the Personal Property related thereto as contemplated by the Asset Purchase Agreement, including the execution and delivery of this Lease by the Lessor and the Lessee and all agreements to be entered into on the Commencement Date.

“Code” shall mean the Income Tax Act (Canada) whenever reference is made to Canadian tax laws and the United States Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as amended from time to time, when reference is made to US Code.

“Commencement Date” shall mean May 26, 2006, being the same date as the date of Closing under the Asset Purchase Agreement.

“Contracts” shall mean all maintenance, service and supply contracts, and all other similar agreements for goods or services in connection with the Cypress Premises and Improvements or the Personal Property other than the Licenses and Permits.

“Control” and “Controlled” shall mean, in respect of any Person, (i) the right to exercise, directly or indirectly, a majority of the votes which may be voted at a meeting of (A) the shareholders of such Person, in the case of a corporation, (B) the shareholders of the general partner of such Person, in the case of a limited partnership or (C) the equity holders or other voting participants in the case of a Person that is not a corporation or a limited partnership, or (ii) the right to elect or appoint, directly or indirectly, a majority of (A) the directors of such Person, in the case of a corporation, (B) the directors of the general partner of such Person, in the case of a limited partnership or (C) a majority of the Persons who have the right to manage or supervise the management of the affairs and business of such Person, in the case of a Person that is not a corporation or a limited partnership.

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“Cypress Permit” shall mean Park Use Permit 1506, dated September 13, 1984, issued by Her Majesty, the Queen in right of the Province of British Columbia represented by the Minister as such Park Use Permit has been amended or supplemented by agreements dated June 17, 1985, November 5, 1986, June 4, 1987, August 15, 1987, October 16, 1987, August 19, 1988, February 19, 1997, June 26, 1997, and February 20, 2001, and as amended and restated by agreement dated February 20, 2001, and as further amended by a second amendment dated February 20, 2001 and further amendments dated October 1, 2001, April 10, 2006 and May 26, 2006, including the CRA Master Plan as defined in such permit, as assigned by Lessee to the Trust, with the consent of the Minister and as same may be restated, extended, supplemented, replaced and renewed from time to time.

“Cypress Premises” shall mean all of those lands to which the Trust has been granted rights of use pursuant to the Cypress Permit including, without limitation, the Controlled Recreation Area and those portions thereof referred to as the Alpine Ski Area, the Nordic Ski Area, the Parking Facilities, and the Maintenance Areas as well as the Surrounding Lands, all as described and defined in the Cypress Permit.

“Default” shall mean any event or condition existing which with the giving of notice and/or lapse of time would ripen into an Event of Default.

“Emergency Requirements” shall mean any of the following events or circumstances: (a) an emergency threatening the Cypress Premises or Improvements, or the life, safety or property of its tenants, subtenants, customers, invitees or employees; (b) a violation of any Legal Requirement or any condition, the continuation of which would subject Lessee or Lessor to civil or criminal liability.

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“Entity” shall mean any corporation, general or limited partnership, limited liability company, limited liability partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, Governmental Agency or political subdivision thereof or any other association or entity.

“Environment” shall mean soil, surface waters, ground waters, land, streams, sediments, surface or subsurface strata and ambient air.

“Environmental Claims” shall mean all claims for reimbursement, remediation, abatement, removal, clean up, contribution, personal injury, property damage or damage to natural resources made by any Government Agencies or other Person arising from or in connection with the (i) presence or actual or potential spill, leak, emission, discharge or release of any Hazardous Materials over, on, in, under or from the Cypress Premises, or (ii) violation of any Environmental Laws with respect to the Cypress Premises.

“Environmental Laws” shall mean any Applicable Laws which regulate the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation, or an actual or potential spill, leak, emission, discharge or release of any Hazardous Materials, pollution, contamination or radiation into any water, soil, sediment, air or other environmental media, including, without limitation, the Canada Environmental Assessment Act (Canada), the Transportation of Dangerous Goods Act (Canada), the Waste Management Act (British Columbia), the Contaminated Sites Regulation Act (British Columbia) and all other federal, regional, provincial and local laws, as amended as of the time in question.

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“Environmental Liabilities” shall mean all liabilities under any Environmental Laws arising from or in connection with the Cypress Premises, including, without limitation, any obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual or potential spill, leak, emission, discharge or release of any Hazardous Materials, pollution, contamination or radiation into any water, soil, sediment, air or other environmental media.

“Event of Default” shall have the meaning given such term in Section 13.1.

“Expenditure Documents” shall have the meaning given such term in Section 6.3E.

“Expropriation” shall mean (a) the exercise of any governmental power with respect to the Cypress Premises, whether by legal proceedings or otherwise, by an Expropriator of its power of condemnation or expropriation, (b) a voluntary sale or transfer of the Cypress Premises by Lessor to any Expropriator, either under threat of expropriation or while legal proceedings for expropriation are pending, or (c) a taking or voluntary conveyance of all or part of the Cypress Premises, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any expropriation proceeding affecting the Cypress Premises, whether or not the same shall have actually been commenced.

“Expropriator” shall mean the Province, or any other public or quasi-public authority, or Person having the power of Expropriation.

“Financial Indebtedness” shall mean any indebtedness or liability, direct or indirect, absolute or contingent, for or in respect of any borrowed money, any guarantee of borrowed money or any indemnity or reimbursement obligations with respect to a letter of credit, including indebtedness under a debt instrument given in payment of the purchase price of an investment.

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“Financial Statements” shall mean a balance sheet, profit and loss statement, statement of shareholders equity, and cash flow statement for the Premises and the operations thereon, all prepared in accordance with GAAP consistently applied.

“Fiscal Year” shall mean each calendar year ending at midnight on December 31 of each calendar year during the Term, or part thereof.

“GAAP” shall mean United States generally accepted accounting principles applied on a consistent basis, as such principles may be duly modified from time to time where appropriate.

“Government Agencies” shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of Canada, the Province or the local jurisdiction in which the Cypress Premises is located or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Lessee or the Cypress Premises or any portion thereof or the Leased Property operated thereon.

“Gross Revenues” shall mean, subject to the exclusions listed below, all collected, recovered or accrued revenue and income from the operation of the Cypress Premises and properly attributable to the Fiscal Year under consideration, determined without duplication and in accordance with GAAP and, for purposes of greater certainty, Gross Revenues shall include, but shall not be limited to:

(i) the revenues and payments received, recovered or accrued from any party, including, without limitation, amounts for ski passes, parking, chair lift tickets, tow rope tickets, locker rental, equipment rental, snowmobile rental, instruction classes for skiing and other activities, filming and photograph licenses, hiking

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permits, cabin rentals, food and beverage services, rent and fees from subtenants, concessionaires and the like, services provided to the Province and any third parties, and amounts received pursuant to the VANOC Agreement other than as payment or reimbursement for the Lessee’s design, construction, procurement or installation of Improvements on behalf of VANOC as contemplated by the VANOC Agreement or any agreement, contract or other instrument that is entered into between VANOC and the Lessee in respect of the Improvements contemplated by the VANOC Agreement (as such may hereafter be amended or modified);

(ii) the net proceeds of use and occupancy or business interruption insurance with respect to the operation of the Cypress Premises and Improvements (after deduction from said proceeds of all necessary expenses incurred in the adjustment or collection thereof); and

(iii) any amounts under the terms of any other shared services agreements, licenses, easements or servitudes relating to the Cypress Premises;

Gross Revenues shall not include:

A. Sales tax or similar charges which are required by law to be collected directly from sublessees, if any, or as part of the sale price of any goods or services or displays and which must be remitted to competent governmental taxing authorities;

B. proceeds or awards arising from a taking or Expropriation of capital property other than an award for temporary use;

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C. receipts or credits for settlement of claims for loss or damage to personal property or furnishings;

D. proceeds from any insurance policy except for the net proceeds of use and occupancy or business interruption insurance;

E. receipts of a capital nature;

F. receipts collected by Lessee on behalf of and which are remitted to another person, and not properly recordable as “revenues” according to GAAP; and

G. amounts received for the sale of goods or services by subtenants and concessionaires, unaffiliated with Lessee, who pay rent or fees to the Trust for the privilege of such subtenancy or concession.

“Hazardous Materials” shall mean and include any substance or material containing one or more of any of the following: “hazardous material,” “hazardous waste,” “hazardous substance,” “regulated substance,” “petroleum,” “pollutant,” “contaminant,” “polychlorinated biphenyls,” “lead or lead-based paint” or “asbestos” as such terms are defined in any applicable Environmental Law in such concentration(s) or amount(s) as may impose clean-up, removal, monitoring or other responsibility under the Environmental Laws, as the same may be amended from time to time, and any other substance or material (including, without limitation, mould) which may present a significant risk of harm to customers, invitees or employees of the Lessee.

“Impositions” shall mean collectively, all fees and other amounts payable under or pursuant to the Cypress Permit or otherwise in connection with the use and operation of the Personal Property, and all taxes (including, without limitation, all taxes imposed under the laws of the Province and the local jurisdiction in which the Cypress Premises is located, as such laws

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or regulations may be amended from time to time, and all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessor, Lessee or the businesses conducted upon or related to use of the Personal Property), Tax on Capital, surtaxes, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Personal Property, which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien or hypothecation upon (a) Lessor’s interest in the Personal Property, or (b) any operation, use or possession of, or in connection with the Personal Property or the leasing or use of the Personal Property or any part thereof by Lessee or any subtenants of the Cypress Premises, if any; provided, however, that nothing contained herein shall be construed to require Lessee to pay: (i) any income tax of Lessor, (ii) any transfer fee or other tax imposed with respect to the sale, exchange or other disposition by Lessor of the Personal Property or the proceeds thereof, (iii) any single business, gross receipts tax (from any source other than the rent received by Lessor from Lessee), or similar taxes as the same relate to or are imposed upon Lessor, except to the extent that any tax, assessment, tax levy or charge that would otherwise be an Imposition under this definition which is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy or charge set forth in clause (i) or (ii) preceding is levied, assessed or imposed expressly in lieu thereof, (iv) any interest or penalties imposed on Lessor as a result of the failure of Lessor to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Lessee of its obligations pursuant to this Lease, (v) any Impositions that are enacted or

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adopted by their express terms as a substitute for any tax that would not have been payable by Lessee pursuant to the terms of this Lease, or (vi) any Impositions imposed as a result of a breach of covenant or representation by Lessor in any agreement entered into by Lessor governing Lessor’s conduct or operation or as a result of the negligence or willful misconduct of Lessor.

“Improvements” shall mean those affixed buildings, fixtures, structures and other improvements within the Cypress Premises that constitute real property or fixtures under Applicable Law, over which the Trust has rights of use, occupancy, or control under the terms of the Cypress Permit, including all Improvements hereafter to be constructed at the Cypress Premises under the terms of the VANOC Agreement or otherwise.

“Indemnifier” shall mean Boyne USA, Inc., a Michigan corporation, its successors and permitted assigns.

“Indemnity” shall mean the Guaranty Agreement made by Indemnifier in favour of Lessor dated as of the Commencement Date, as such may be modified or amended from time to time in accordance with its terms.

“Initial Lessor Expenditure” is CDN $11,837,956.23, which is the agreed amount allocated to Lessor’s Expenditures in connection with the acquisition of the Personal Property.

“Initial Minimum Rent” shall mean with respect to any Fiscal Year an amount equal to the product of: (a) the Initial Lessor Expenditure; and (b) the Originally Agreed Lease Rate for such Fiscal Year.

“Insurance Requirements” shall mean all terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters in Canada as well as any such demand under the Secured Loan Documents or any other body exercising similar functions binding upon Lessor, Lessee or the Cypress Premises.

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“Interest Rate” shall mean an annual rate of interest equal to, as of the date of determination, the Originally Agreed Lease Rate plus two hundred (200) basis points.

“Lease” shall mean this Amended and Restated Personal Property Lease Agreement, including all Schedules and Exhibits hereto, as it and they may be amended from time to time as herein provided.

“Lease Rate” shall mean that percentage rate agreed by Lessor and Lessee to be applicable to a given Lessor Expenditure for the calculation of Minimum Rent. The Lease Rate applicable to each Lessor Expenditure subsequent to the date of this Lease shall be the Subsequently Agreed Lease Rate.

“Lease Year” shall mean any Fiscal Year during the Term and any partial Fiscal Year at the beginning or end of the Term.

“Leased Property” shall mean all of the Personal Property.

“Legal Requirements” shall mean all federal, provincial, municipal and other governmental statutes, laws, rules, orders, regulations, safety standards, ordinances, judgments, decrees and injunctions affecting the Cypress Premises or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all regulations and processes required as a result of the Cypress Premises being located in Cypress Provincial Park, (b) all Environmental Laws, and (c) all applicable safety code requirements, imposed by Government Agencies and (e) all permits, licenses, authorizations, certificates and regulations necessary to operate the Cypress Premises and Personal Property for its Permitted Use, and (f) all covenants, agreements, declarations,

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restrictions and encumbrances contained in any instruments at any time in force affecting the Cypress Premises, the Improvements or the Personal Property as of the Commencement Date, or to which Lessee has consented or required to be granted pursuant to Applicable Laws, including those which may (i) require material repairs, modifications or alterations in or to the Cypress Premises or Personal Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Lessor’s or any Affiliates of Lessor’s status as a real estate investment trust.

“Lessee’s Personal Property” shall mean all tangible personal property of Lessee acquired by Lessee at its election and with its own funds on and after the Commencement Date and located at the Cypress Premises and all modifications, replacements, alterations and additions to such personal property installed at the expense of Lessee, excepting the items of personal property that are to be turned over and delivered to Lessor pursuant to the Turnover Agreement.

“Lessor Expenditure” shall mean any expenditure made by Lessor in connection with the Lessor’s investment in the Personal Property, including without limitation each amount expended by Lessor to fund the cost of any excess Capital Expenditure pursuant to Section 6.5 of the Lease. Lessor and Lessee agree and confirm upon execution of this Lease that the Lessor’s Expenditure in connection with Lessor’s acceptance of the Personal Property is the Initial Lessor Expenditure. Lessor shall notify Lessee in writing of each Additional Lessor Expenditure subsequent to the Commencement Date, which amount shall be final and conclusive in the absence of manifest error.

“Lessor Liens” shall mean Liens on or against the Personal Property or any payment of Rent (a) which result from any act of, or any claim against, Lessor or the Province which result

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from any violation by Lessor of any terms of this Lease, or (b) which result from Liens in favour of any taxing authority by reason of any tax owed by Lessor or the Province; provided, however, that “Lessor Lien” shall not include any Lien resulting from any tax for which Lessee is obligated to pay or indemnify Lessor against until such time as Lessee shall have already paid to or on behalf of Lessor the tax or the required indemnity with respect to the same.

“Licenses and Permits” shall mean all licenses, permits, consents, authorizations, approvals, registrations and certificates issued by any Governmental Agency which are held by Lessor with respect to the Cypress Premises or the Personal Property, including, without limitation, those necessary for the construction, use or occupancy of the Cypress Premises or the construction use or occupancy of the Personal Property, to the extent that the same are transferable, together with any deposits made by Lessor thereunder to the extent that they are transferable but specifically excluding from this definition the Cypress Permit.

“Lien” shall mean any mortgage, hypothecation, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Financial Indebtedness or performance of any other obligation in priority to payment of its general creditors.

“Loan Agreement” shall mean that certain Loan Agreement of even date herewith by and among Big Sky Resort, LLC, Boyne USA, Inc., Boyne Properties, Inc., Bay Harbor Golf Club, Inc., each a Michigan corporation, and The Inn at Bay Harbor, LLC, a Michigan limited liability company, individually and collectively as Borrower, and CNL Income Lending I, LLC, a Delaware limited liability company, as Lender.

“Minimum Rent” shall mean with respect to any Fiscal Year an amount equal to the sum of: (a) the Initial Minimum Rent; and (b) the Additional Minimum Rent.

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“Minister” shall mean the Minister of Environment or such other Minister from time to time having responsibility for the Cypress Permit.

“Notice” shall mean a notice given in accordance with Section 20.10.

“Officer’s Certificate” shall have the meaning given such term in Section 3.1.B.

“Original Personal Property Lease” shall have the meaning given such term in Recital E.

“Originally Agreed Lease Rate” shall mean eleven percent (11.00%) from the date of this Lease through the remainder of the Fixed Term and any Extension Term.

“Percentage Rent” shall have the meaning given such term in Section 3.1.B.

“Permitted Encumbrances” shall mean all security interests and equipment leases affecting the Personal Property on the date of this Lease (as shown on Exhibit “B” attached hereto), or hereafter imposed thereon pursuant to terms of this Personal Property Lease with the written consent of Lessor and Lessee.

“Permitted Use” shall mean only such use of the Personal Property permitted pursuant to Section 5.1.A.

“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

“Personal Property” shall mean all of those items of furniture, equipment, vehicles and other tangible personal property owned by Lessor and located at or used or usable in connection with the Premises, including without limitation all items of personal property described in the Personal Property Schedule attached hereto as Exhibit “A”, as such items of personal property are modified, replaced, altered and added to. Personal Property shall include, but is not limited to, all items of personal property hereafter purchased with funds from the capital renewals

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reserve established under the Personal Property Lease. For greater certainty, Personal Property does not include any property that is, or may become, a Retained Business Asset as defined in, and pursuant to, the terms of the Turnover Agreement.

“Province” shall mean the Province of British Columbia.

“Related Leases” shall mean those leases more particularly described on Schedule 1.1B attached hereto and by this reference incorporated herein.

“Related Tenants” shall mean those entities set forth on Schedule 1.1B as the tenants under the Related Leases.

“Re-letting Expenses” shall have the meaning given such term in Section 13.2.

“Rent” shall mean, collectively, the Minimum Rent, Percentage Rent and Additional Charges.

“Replacement Value” shall mean the costs of repairing, replacing or reinstating any item of property with materials of like kind and quality on the same or similar site without deduction for physical, accounting or any other depreciation.

“Revenue Audit” shall have the meaning given such term in Section 3.2.

“Retained Business Assets” shall mean those items of personal property, tangible and intangible, used and usable in connection with the operation by Lessee of the businesses and assets at Cypress Provincial Park, ownership of which was retained by Lessee at the time that Lessee sold to Lessor and an Affiliate of Lessor the bulk of its assets at Cypress Provincial Park, pursuant to and as more particularly described in the Asset Purchase Agreement and in the Turnover Agreement, together with all replacements thereof and additions thereto.

“Sales Tax” shall mean all goods and services taxes, sales taxes, multi-stage sales taxes, use or consumption taxes, business transfer taxes, value added or transaction taxes and any other existing or future tax imposed with respect to any amount payable by Lessee to Lessor under this Lease.

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“Secured Loan” shall mean any loan made by the Secured Party to the Trust and/or Lessor secured by a mortgage, lien, or collateral assignment against the Cypress Permit, the Cypress Premises or Improvements or the Personal Property, in whole or in part, from time to time as said Secured Loan is amended, extended, renewed, supplemented and/or replaced from time to time.

“Secured Loan Agreement” shall mean any loan agreement evidencing and/or governing any Secured Loan made by a Secured Party to the Trust and/or Lessor from time to time as said agreement is amended, extended, renewed, supplemented and/or replaced from time to time.

“Secured Loan Documents” shall mean the Security Instrument, the Secured Loan Agreement and any note or notes evidencing the Secured Loan secured by the Security Instrument as well as all guarantees and/or indemnities executed and/or delivered in connection therewith and any and all other documents evidencing, securing, governing or otherwise entered into in connection with the Secured Loan as such agreements, guarantees and/or indemnities may be amended, extended, renewed, supplemented and/or replaced from time to time.

“Secured Party” shall mean an institutional lender which is the holder of any Security Instrument and its successors and assigns.

“Security Instrument” shall mean any mortgage, debenture, charge, hypothecation, deed of trust, or security document encumbering the Trust’s interest in the Cypress Permit, the Cypress Premises or the Improvements and/or the Lessor’s interest in the Personal Property, and/or this Lease from time to time as said instrument is amended, extended, renewed, supplemented and/or replaced from time to time.

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“Sub-Permit and Lease Agreement” shall mean that certain Amended and Restated Sub-Permit and Lease Agreement by and between Lessee and the Trust pursuant to which Lessee has been granted the right to use and occupy portions of the Cypress Provincial Park in British Columbia and has been leased certain structures and fixtures constituting real property thereon.

“Subsequently Agreed Lease Rate” shall mean the Lease Rate agreed by Lessor and Lessee as applicable to each Lessor Expenditure made by Lessor subsequent to the Initial Lessor Expenditure, for purposes of calculating Additional Minimum Rent. In the absence of written agreement by Lessor and Lessee as to the amount of the Subsequently Agreed Lease Rate, Lessor and Lessee agree that the Subsequently Agreed Lease Rate applicable to a given Lessor Expenditure shall be the Originally Agreed Lease Rate.

“Subsidiary” shall mean, with respect to any Person: (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect the majority of the board of directors of such corporation is at the time directly or indirectly owned by (A) such Person, (B) such Person and one or more corporations each of which is Controlled by such Person or (C) one or more corporations each of which is Controlled by such Person, or (ii) any limited or general partnership, joint venture, limited liability company, trust or other Entity as to which (A) such Person, (B) such Person and one or more Persons referred to in clause (i) above or (C) one or more Persons referred to in clause (i) above owns more than a 50% ownership, equity or similar interest or has power to direct or cause the direction of management and policies, or the power to elect the general partner or managing partner (or equivalent thereof) of such limited or general partnership, joint venture, limited liability company, trust or other Entity, as the case may be.

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“Term” shall have the meaning given such term in Section 2.3 unless sooner terminated pursuant to the provisions of this Lease.

“Threshold” shall have the meaning given such term on Schedule 3.1.B.

“Total Percentage Rent” shall have the meaning given such term on Schedule 3.1.B.

“Trust” has the meaning given to it in Recital A to this Lease and shall include successors and assigns thereof in accordance with the Sub-Permit and Lease Agreement.

“Turnover Agreement” shall mean that certain “Turnover Agreement” dated as of the Commencement Date made by and among Lessee, and Lessor with respect to the turnover by Lessee to Lessor of certain “Retained Business Assets” as more particularly described therein, upon the expiration or termination of this Lease, as such agreement may be amended, modified and/or supplemented from time to time.

“VANOC” shall mean the Vancouver Organizing Committee For The 2010 Olympic And Paralympic Winter Games - Comite D’Organisation Des Jeux Olympiques Et Paralympiques D’Hiver De 2010 A Vancouver, a corporation organized under the laws of Canada and its successors and assigns.

“VANOC Agreement” shall mean that certain Games Venue Agreement dated December 10, 2002, by and between Lessee and Vancouver 2010 Bid Corporation, a corporation organized under the laws of the Province of British Columbia, as amended by an Amending Agreement dated May 26, 2003, which VANOC Agreement was assumed by VANOC, as such agreement may be further amended, modified, restated or replaced from time to time.

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1.2. Affiliates. In this Lease, two entities are “Affiliates” if (i) one of the entities is a Subsidiary of the other Entity, (ii) both of the entities are Subsidiaries of the same Entity, (iii) both of the entities are Controlled by the same Person or Entity, (iv) one of the entities is a partnership and the other Entity is its general partner, or (v) one of the entities is a trust and the other Entity is its beneficiary, and where a Person is an Affiliate of two entities each of those entities will be Affiliates of each other (for greater certainty, a partnership and a trust shall be deemed to be entities for the purpose of the foregoing).

2. LEASE AND TERM

2.1. Lease of Personal Property. Lessor hereby leases to Lessee, and Lessee hereby accepts and leases from Lessor all of the Personal Property. Lessee confirms that Lessee has inspected the Personal Property and has reviewed the Permitted Encumbrances, and all related agreements and documentation. In that regard, Lessee acknowledges and agrees that it is leasing and/or assuming Lessor’s relevant interests in the Permitted Encumbrances, and the Personal Property, “AS IS/WHERE IS.” LESSOR MAKES ABSOLUTELY NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessee agrees to indemnify and hold Lessor and Lessor’s agents, employees, officers, and directors harmless from and against, any and all Claims, including any and all attorneys’ fees and legal expenses, arising from or caused directly or indirectly by any actual or alleged use, possession, maintenance, condition (whether or not latent or discoverable), operation, location, delivery or transportation of any of the Personal Property. This indemnity remains in full force notwithstanding the termination or expiration of this Lease, but will be released as to the original Lessee at the time of any Transferee’s assumption of this Lease and release of original Lessee if provided pursuant to Section 16.1.C.

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2.2. Authority and Obligation of Lessee Under VANOC Agreements. The Lessor hereby appoints the Lessee to carry out all of the obligations of Lessor under the VANOC Agreement. The Lessee is authorized and hereby covenants and agrees to carry out on behalf of the Lessor, and shall otherwise perform all obligations of the Lessor under the VANOC Agreement, at the sole cost and expense of the Lessee. The authority herein granted shall include the power to administer and manage the day to day responsibilities of Lessor, and to do any act and to make any decision with respect the VANOC Agreement necessary to carry out such obligations. Such authority shall at all times be exercised by Lessee in the best interests of the Lessor.

2.3. Term. The term of this Lease (the “Term”) commenced on the Commencement Date and shall terminate upon the expiration of the Sub-Permit and Lease Agreement, as extended if applicable, unless sooner terminated in accordance with the provisions thereof.

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3. RENT.

3.1. Rent. Lessee shall pay to Lessor or to any other Person designated in writing to Lessee by Lessor (including any payments on behalf of and as agent for the Lessor as directed in writing by the Lessor, all of which amounts shall be deemed to be paid to Lessor), by wire transfer of immediately available federal funds or by other means acceptable to Lessor, acting reasonably, in lawful money of Canada which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction, Rent during the Term of this Lease as follows:

A. Lessee shall pay to Lessor monthly Minimum Rent in advance equal to one-twelfth (1/12^th) of the annual amount of Minimum Rent applicable for a Lease Year beginning on the Commencement Date and continuing on the first (1st) day of each calendar month thereafter; provided, however, that Minimum Rent shall be prorated as to any Lease Year which is less than twelve (12) calendar months and as to any partial calendar months, and Additional Minimum Rent shall be prorated to the extent that a Lessor Expenditure is made on a date other than the first day of a Lease Year or the first day of a calendar month.

B. Lessee shall pay to Lessor percentage rent (“Percentage Rent”) calculated for each Fiscal Year in accordance with Schedule 3.1B. Percentage Rent shall be payable annually in arrears within forty five (45) days following the end of each Fiscal Year during the Term hereof. Lessee shall deliver to Lessor a Certificate from a senior officer of Lessee (an “Officer’s Certificate”) with each Percentage Rent payment (or, if no Percentage Rent is then payable, on the due date therefore) setting forth the calculation of the Percentage Rent payment for the most recently completed Fiscal Year. Percentage Rent shall be subject to confirmation and adjustment, if applicable, as set forth in Section 3.2.

3.2. Confirmation of Percentage Rent. Lessee shall utilize, or cause to be utilized, an accounting system for the Lessee’s operations at Cypress Premises in accordance with customary industry practices, and in accordance with GAAP, that will accurately record all data necessary to compute Percentage

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Rent, and Lessee shall retain, for at least five (5) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Lessor’s Audit and to compute Percentage Rent for the applicable Lease Year. Lessor shall have the right, for a period of two (2) years following each Lease Year, from time to time, by its accountants or representatives at its cost, to audit such information in connection with Lessor’s Audit, and to examine all Lessee’s records (including supporting data and sales and excise tax returns) reasonably required to complete Lessor’s Audit and to verify Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements. Lessee shall produce all such Lessee records at the Cypress Premises, or otherwise in a single location in Vancouver, British Columbia. If any Lessor’s Audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the results of Lessor’s Audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Interest Rate from the date when said payment should have been made to the date of payment thereof. If any Lessor’s Audit discloses a deficiency in the determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds five percent (5%), Lessee shall pay the costs of the portion of Lessor’s Audit allocable to the determination of such Revenues (the “Revenue Audit”). Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Lessor may disclose such information to prospective lenders, investors and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations and government requirements. The obligations of Lessee contained in this

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Section shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Lessor’s Audit shall, if not otherwise settled by the parties, be submitted to arbitration.

3.3. Additional Charges. In addition to the Minimum Rent and Percentage Rent, Lessee also will pay and discharge as and when due and payable all other amounts, liabilities, Impositions and obligations arising hereunder. In the event of any failure on the part of Lessee to pay any of those amounts, liabilities, obligations, and Impositions, Lessee also will promptly pay and discharge every fine, penalty, interest and cost that may be added for non-payment or late payment of such items (all of the foregoing amounts, liabilities, obligations and Impositions referred to in this Section 3.3 shall be deemed to be additional rent payable by Lessee hereunder and being referred to herein collectively as the “Additional Charges”), and Lessor shall have all legal and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent. If any installment of Additional Charges (but only as to those Additional Charges that are payable directly to Lessor) shall not be paid on its due date, Lessee will pay Lessor within fifteen (15) days of demand, as Additional Charges, an amount equal to the interest computed at the Interest Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. If Lessee fails to timely pay any Additional Charges due to any third party, Lessor may pay such third party and will be reimbursed by Lessee on demand the amount paid by Lessor, plus interest at the Interest Rate from the date of such payment by Lessor until reimbursement by Lessee. To the extent that Lessee timely pays any Additional Charges to Lessor or any Secured Party pursuant to the requirements of this Lease, Lessee shall be relieved

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of its obligation to pay such Additional Charges to the third party to which they would otherwise be due and Lessor shall pay the same from monies received from Lessee and any interest or penalties resulting from late payment thereof that is the responsibility of the Lessor shall be borne by the Lessor.

3.4. Payment of Impositions.

A. Subject to Article 9 relating to permitted contests, Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the Province and other taxing authorities where feasible, and shall promptly, upon request, furnish to Lessor copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Lessor, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file all tax returns and pay all taxes due in respect of Lessor’s net income, gross receipts (from any source other than the Rent received by Lessor from Lessee), sales and use, single business, ad valorem, franchise taxes and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by

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Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have been declared by Lessor and be continuing, any such refund shall be paid over to or retained by Lessor to be held by Lessor subject to a resolution of any dispute of same between Lessor and Lessee. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Cypress Premises and Personal Property as may be necessary to prepare any required returns and reports. Lessor shall provide Lessee with copies of assessment notices in sufficient time for Lessee to prepare a protest, which Lessor shall file upon the Lessee’s request. Lessor may, upon notice to Lessee, at Lessor’s option and at Lessor’s sole expense, appeal, protest, or institute such other proceedings (in its or Lessee’s name) as Lessor may deem appropriate to effect a reduction of assessments and Lessee shall fully cooperate with Lessor in such protest, appeal or other action.

B. Lessor shall give prompt Notice to Lessee of all Impositions payable by Lessee hereunder of which Lessor at any time has received notice and as to which Lessee has received no other notice; provided, however, that Lessor’s failure to give any such notice shall in no way diminish Lessee’s obligation hereunder to pay such Impositions (except that Lessor shall be responsible for any interest or penalties incurred as a result of Lessor’s failure promptly to forward the same).

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C. In addition, Lessee shall timely pay at or before the time such become due and payable without duplication, the following with respect to the period from and after the Commencement Date (while remaining solely liable and paying for such during the period prior to the Commencement Date pursuant to the Asset Purchase Agreement):

(i) Insurance Premiums. All premiums for the insurance coverage required to be maintained pursuant to Article 10;

(ii) Other Charges. All other amounts, liabilities and obligations arising in connection with the Personal Property and Lessee’s obligations in connection herewith not already covered by the definition of Impositions, except those obligations expressly assumed by Lessor pursuant to the provisions of this Lease or expressly stated not to be an obligation of Lessee pursuant to this Lease.

D. If Lessee pays or causes to be paid any Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Lease, Lessee may, within a reasonable time after the end of the Term, provide Notice to Lessor of its estimate of such amounts. Lessor shall promptly reimburse Lessee for all payments of such Additional Charges that are attributable to any period after the Term to the extent not offset by amounts due from Lessee to Lessor.

3.5. Late Payment of Rent, Etc. If any installment of Minimum Rent or Percentage Rent shall not be paid within five (5) days after its due date, Lessee shall pay Lessor, within five (5) days after Lessor’s written demand therefore, as Additional Charges, a late charge (to the extent permitted by law) computed at the Interest Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Lessee pays any Additional Charges directly to Lessor or any Secured Party pursuant to any requirement of this Lease, Lessee shall be relieved of its obligation to pay such Additional Charges to the Entity to which

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they would otherwise be due and Lessor shall pay when due, or cause the applicable Secured Party to pay when due, such Additional Charges to the Entity to which they are due. In the event of any failure by Lessee to pay any Additional Charges when due, except as expressly provided in Section 3.3 with respect to permitted contests pursuant to Article 9, Lessee shall promptly pay (unless payment thereof is in good faith being contested and enforcement thereof is stayed) and discharge, as Additional Charges, every fine, penalty, interest and cost which may be added for non-payment or late payment of such items. Lessor shall have all legal and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent and Percentage Rent.

3.6. Triple Net Lease. The Rent shall be absolutely net to Lessor so that this Lease shall yield to Lessor the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease which expressly provide otherwise. This Lease is a net Lease and, except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Rent payable hereunder by Lessee shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Lessee’s obligation to pay all such amounts, throughout the Term is absolute and unconditional and except to the extent otherwise expressly specified in this Lease, the respective obligations and liabilities of Lessee and Lessor hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Property or any part thereof; or the failure of the Personal Property or Cypress Premises to comply with all

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Applicable Laws, including any inability to use the Personal Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping or destruction of or any requisition or taking of the Personal Property or any part thereof, or any environmental conditions affecting the Personal Property or Lessee’s operations on the Cypress Premises; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Property, or any part thereof, (including any interference under the VANOC Agreement); (d) any defect in title to or rights to the Cypress Premises or Personal Property or any Lien on such title or rights to the Cypress Premises or Personal Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor (other than a monetary default) or any vendor, manufacturer, contractor of or for the Cypress Premises or the Personal Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether

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foreseeable or unforeseeable, and whether or not Lessee shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict Lessee’s rights in the event of any act or omission by Lessor constituting gross negligence or willful misconduct for which the Lessee is not insured or required to be insured hereunder. Except as specifically set forth in Section 2.5 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement referenced in Article 18, the Lease shall be non-cancelable by Lessee for any reason whatsoever and, except as expressly provided in said Section 2.5 of the Sub-permit, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in Sections 6.2 or 6.3 of this Lease, under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property and Lessee expressly waives the right to require any such action at the expense of Lessor pursuant to any law, except as otherwise expressly set forth in Sections 6.2 and 6.3 of this Lease.

3.7. Sales Tax.

A. In addition to the Rent payable hereunder, the Lessee will pay to the Lessor, or if required by the Lessor directly to the taxing authority in the manner specified by the Lessor, the full amount of all Sales Taxes imposed on the Lessee in respect of the Rent payable by the Lessee under this Lease or in respect of the rental of

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space by the Lessee under this Lease. Sales Tax so payable by the Lessee will: (i) be calculated by the Lessor in accordance with the applicable legislation; (ii) be paid by the Lessee at the same time as the amounts to which the Sales Tax applies are payable to the Lessor under the terms of this Lease; and (iii) despite anything else in this Lease, be considered not to be Rent, but the Lessor shall have all of the same remedies for and rights of recovery with respect to such amounts as it has for non-payment of Rent under this Lease or at law. The Lessor will be responsible for remitting to the appropriate Government Agency all Sales Tax paid by Lessee to Lessor pursuant to this Section 3.7A in accordance with applicable legislation. If a deposit is forfeited to the Lessor, or an amount becomes payable to the Lessor due to a default or as consideration for a modification of this Lease, and the applicable legislation deems a part of the deposit or amount to include Sales Tax, the deposit or amount will be increased and the increase paid by the Lessee so that the Lessor will receive the full amount of the forfeited deposit or other amount payable without encroachment by any deemed Sales Tax portion.

B. All Capital Expenditures including without limitation, all amounts that are expended from the Capital Renewals Reserve or which are funded by Lessor and expended by Lessee will include Sales Tax payable by Lessee or Lessor, as the case may be, less the amount of any credits, rebates, refunds or similar benefits to which Lessee or Lessor, as applicable, is entitled in respect of such payment of Sales Tax (for the purposes of this Section 3.7, “Net Sales Tax”). For greater certainty, all Capital Expenditures that are approved by the Lessor in accordance with Section 6.3.C and expended in accordance with either Section 6.3 or Section 6.5, will include Net Sales Tax payable in connection with such expenditures and funding, and the amount of such Net Sales Tax will be

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included in the aggregate additional Lessor Expenditures to be paid by the Lessee in accordance with Section 6.5. Lessee shall advance to Lessor in trust such amounts as are necessary to satisfy such Net Sales Tax payable. The Lessor will hold such advances in trust and will be responsible for remitting to the appropriate Government Agency all Sales Tax paid by Lessee to Lessor pursuant to this Section 3.7B in accordance with the applicable legislation.

C. To the extent that the applicable legislation imposes Sales Tax on Lessor in respect of any services provided by Lessee to the benefit of the Lessor in respect of Capital Expenditures that are approved by the Lessor in accordance with Section 6.3.C and expended in accordance with Section 6.3.C or 6.5, Lessor shall advance to Lessee in trust such amounts as are necessary to satisfy such Sales Tax payable under applicable legislation and such advance will be in addition to, and not included in the amounts described in Section 3.7B. Lessee will hold such advances in trust and will be responsible for remitting to the appropriate Government Agency all Sales Tax payable by Lessor to Lessee pursuant to this Section 3.7C in accordance with the applicable legislation.

D. Lessee will be responsible for collecting and remitting any Sales Tax with respect to the use and occupancy by any of Lessee’s subtenants of the Cypress Premises or any part thereof.

E. The Lessor shall have all of the rights and remedies available to it due to the Lessee’s failure to pay Sales Tax in its entirety and/or in a timely manner as those rights available to the Lessor for a Lessee Event of Default pursuant to Section 12.1(e).

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3.8. Withholding Tax. Notwithstanding anything else in this Lease including without limitation any prohibition on abatement, hold-back or set-off of Rent, the Lessor acknowledges and agrees that the Tenant may withhold Rent or other amounts payable to Lessor hereunder, or portions thereof, if it is required to do so by any Applicable Laws including without limitation pursuant to Part XIII of the Income Tax Act (Canada) as such legislation may be amended, modified, supplemented or replaced (“Withholding Tax”). Any amounts so withheld shall be deemed to have been paid to the Lessor.

3.9. Deposit of Prepaid Minimum Rent. If Lessee at Lessee’s option delivers to Lessor one month’s prepaid Minimum Rent with written direction that the amount is to be held and applied pursuant to the provisions of this Section 3.9 as a Deposit for payment of Minimum Rent( the “Deposit”), Lessor will put such Deposit in a separate interest bearing account, with interest, subject to this Section 3.9, accruing to the benefit of the Lessee and Lessor will not commingle such funds provided that, Lessor may hold such Deposit in the same account as the deposit monies delivered to the Trust by the Lessee pursuant to the Sub-Permit and Lease Agreement. The Deposit amount will be applied by Lessor to the payment of Minimum Rent in the event that : (i) Lessee is delinquent in the payment of any installment of Minimum Rent, and (ii) Lessor has delivered to Lessee a written notice of nonpayment of such installment, and (iii) Lessee has failed to cure the payment default within the cure period allowed in this Lease. Lessee will not be deemed in default for failing to pay any single installment of Minimum Rent so long as Lessor has in its possession an unapplied Deposit in an amount sufficient to pay in full such delinquent installment. Lessor will notify Lessee in writing of any such application of the Deposit upon such application. At the expiry of this Lease or earlier termination pursuant to the exercise by the Lessee of its Buyback Option under the Buyback Option Agreement, the Lessor

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will return to the Lessee any unused Deposit plus all interest accrued thereon, provided the Lessee is current on all Rent payments. If the Lease is terminated by the Lessor as a result of an Event of Default, then the Lessor may apply the Deposit and any accrued interest thereon upon such termination to any damages, losses or costs suffered or incurred by the Lessor as a result of such Event of Default and termination provided that the Lessor provides to the Lessee written evidence of such damages, losses or costs and returns to the Lessee any unused portion thereof.

4. PERSONAL PROPERTY TITLE. Lessor and Lessee hereby declare that this Lease is, and is intended to be, a true lease and not a lease intended as security or a lease in the nature of a security interest. Lessee shall not acquire any right, equity, title or interest in the Personal Property, except the right, as lessee, to use the Personal Property under the terms of this Lease. The Personal Property is, and shall at all times during the Term be and remain, the sole and exclusive property of Lessor. Notwithstanding any registration of the Personal Property in the name of the Lessee to comply with any Applicable Laws, and other than its rights under the Buy-Back Agreement, Lessee shall have no right, title or interest in the Personal Property as a result of this Lease, except solely the right to use the Personal Property as expressly set forth herein. Lessee shall keep all of the Personal Property within the Cypress Premises and not remove any of the Personal Property therefrom, except in the normal course of use and/or maintenance and repair of such Personal Property, without obtaining Lessor’s prior written consent, which may be withheld in Lessor’s Sole Discretion. Any replacements, accessories, additions or attachments which become a component part of the Personal Property shall immediately vest in Lessor and shall be included under the terms hereof.

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5. USE OF THE PERSONAL PROPERTY.

5.1. Permitted Use.

A. Lessee shall at all times during the Term and at any other time that Lessee shall be in use and occupancy of the Cypress Premises, continuously use and operate the Personal Property solely for commercial purposes in strict compliance with the terms of the Cypress Permit, the VANOC Agreement, and Applicable Laws, and shall use reasonable commercial efforts to seek to maximize Gross Revenues. Lessee shall not use the Personal Property or any portion thereof for any other use without the prior written consent of Lessor. No use shall be made or permitted to be made of the Personal Property and no acts shall be done which will cause the cancellation of any insurance policy covering the Cypress Premises, the Personal Property or any part thereof (unless another adequate policy is available), and Lessee shall not sell or otherwise provide or permit to be kept, used or sold in or about the Cypress Premises any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Lessee shall, at its sole cost, comply with all Insurance Requirements. Further, Lessee shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of the Cypress Premises or the Personal Property, or any part thereof for its Permitted Use.

B. Lessee shall proceed with all due diligence and exercise commercially reasonable efforts to obtain and maintain all approvals necessary to continuously use and continuously operate the Personal Property for its Permitted Use under Applicable Laws. Lessor shall reasonably cooperate with Lessee in this regard, at no expense to Lessor,

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including executing all applications and consents required to be signed by Lessor, to which Lessor has no reasonable objection, in order for Lessee to obtain and maintain such approvals.

C. Lessee shall not use or suffer or permit the use of the Personal Property for any unlawful purpose. Lessee shall not commit or suffer to be committed any waste of the Personal Property, or cause or permit any unlawful nuisance thereon or therein. Except as may be required by law or any order of a Court having jurisdiction over the Cypress Premises or Lessee, Lessee shall not permit the Personal Property, or any portion thereof, to be used in such a manner as might reasonably impair Lessor’s rights or title thereto or to any portion thereof, or may reasonably allow a claim or claims for adverse usage or adverse possession by any person or implied dedication of the Personal Property or any material portion thereof.

5.2. Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Article 9, Lessee, at its sole expense, shall (i) comply with all Legal Requirements and Insurance Requirements, and with all reasonable requirements of Secured Loan Documents which do not materially impair Lessee’s operations or cause Lessee to incur any substantial expense, in respect of the use, operation, maintenance, repair, alteration and restoration of the Personal Property, (ii) comply with all Permitted Encumbrances; and (iii) comply with all appropriate licenses, and other authorizations and agreements (including the VANOC Agreement) required for, or in respect of, any use of the Personal Property, if any, then being made and which are material to the use and operation of the Cypress Premises, and for the proper operation and maintenance of the Personal Property thereon. Notwithstanding the foregoing, the Lessee will have no obligation to comply, or liability for non-compliance, if such

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non-compliance is a result of the Lessor exercising its discretion not to consent, to the detriment of the Lessee, to a course of action by the Lessee as requested by the Lessee pursuant to the terms of this Lease.

5.3. Environmental Matters.

A. In the event of the discovery of Hazardous Materials on any portion of the Cypress Premises during the Term, Lessee shall undertake appropriate and prudent actions to promptly remove such Hazardous Materials, together with all contaminated soil and containers, and shall otherwise remedy the problem in accordance with all Environmental Laws without duplication in connection with any other agreements between Lessee and Lessor in respect of indemnification for environmental matters. Lessee shall indemnify, defend and hold Lessor harmless from and against all loss, costs, liability and damage (including, without limitation, engineers’ and legal fees and expenses, and the cost of litigation) arising from the presence of Hazardous Materials on the Cypress Premises; and this obligation of Lessee shall survive termination of this Lease for the applicable period of any statute of limitations.

B. Each party shall promptly notify the other party concerning the presence of any Hazardous Materials on or under the Cypress Premises, in violation of Applicable Laws, of which the notifying party has knowledge; provided, however, that unless required by Legal Requirements, the parties shall otherwise maintain such information confidential.

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5.4. Negative Covenants. Lessee covenants and agrees with Lessor that Lessee will not during the Term without the prior written consent of Lessor:

(a) engage in any activities of a material nature other than the operation of the Cypress Premises and all necessary or advisable activities related thereto;

(b) incur, assume or otherwise become liable to pay any Financial Indebtedness other than that certain guaranty granted by the Lessee to JP Morgan Chase Bank, N.A. as administrative agent for certain banks, LaSalle Bank Midwest National Association, as syndication agent and General Electric Capital Corporation, as co-administrative agent; provided, however, that Lessee may incur, assume or otherwise become liable to pay Financial Indebtedness up to a maximum of U.S.$1,500,000, in the aggregate for both the Lessee and Skylift, but only for working capital necessary to finance inventory and other working capital needs of Lessee; further provided that in any event none of such Financial Indebtedness shall be secured by any sublease, assignment, lien, security or other interest in the Lessee’s rights, title or interest under this Lease;

(c) sell or agree to sell or otherwise dispose of or assign any of its interest in this Lease other than in accordance with the provisions of Article 16;

(d) enter into any material agreement or contract involving more than U.S.$100,000.00 in annual cost or value during the initial Lease Year (with such U.S.$100,000.00 threshold amount to be increased by three percent (3%), on a compounded basis, for each succeeding Lease Year) that is not approved in advance by the Lessor;

(e) incur in any calendar year, an aggregate of Capital Expenditures for the Personal Property that exceed the aggregate amounts budgeted for Capital

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Expenditures in the Capital Reserve Budget (other than Capital Expenditures due to Emergency Requirements and Capital Expenditures approved in advance by Lessor);

(f) enter into any joint venture (regardless of the form of joint venture) or any co-ownership arrangement;

(g) enter into any future sublease in respect of the Personal Property in breach of the Secured Loan Documents; or

(h) enter into any management agreement or leasing agreement with respect to the Personal Property.

5.5. Nature Of Relationship. Nothing contained in this Lease shall be deemed to create any relationship between the Lessor and Lessee other than the relationship of lessor and lessee.

5.6. Application of Cypress Permit and VANOC Agreement. Notwithstanding anything else contained herein, Lessee covenants and agrees in favor of the Lessor that:

(a) it shall assume, observe, perform and be bound by all of the terms, covenants, conditions, agreements and obligations of the Lessor, as assignee of the VANOC Agreement and as Permittee under the terms of the Cypress Permit, from time to time, including without limitation the payment of all fees under the Cypress Permit and under the VANOC Agreement, if any.

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(b) it shall not do or neglect to do any act or thing which would bring about any breach of any of the provisions of the Cypress Permit or the VANOC Agreement at any time;

(c) it shall comply with the Permitted Encumbrances and all encumbrances in connection with the Cypress Premises and the Personal Property including the obligation to make any financing payment due and owing under any equipment leases affecting the Personal Property;

(d) if any term of this Lease is directly contradictory to any term of the Cypress Permit or the VANOC Agreement, the term of the Cypress Permit or the VANOC Agreement, as the case may be, shall prevail and, without limiting the generality of the foregoing, any requirements of the Minister or any other Government Agency having authority under or pursuant to the Cypress Permit or with respect to the Cypress Premises and including any statute, regulations, rules, guidelines, ordinances, decrees, treaties, policies or notices having the force of law, shall prevail over the terms of this Lease;

(e) wherever in the VANOC Agreement, a covenant benefiting the operations of the Lessee at the Cypress Premises is made by VANOC in favour of the Lessor (for so long as this Lease shall remain in effect and free from a Tenant Event of Default) such covenant shall be deemed to be made by VANOC in favour of Lessee as well as Lessor.

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5.7. Equipment Leases. Lessee will timely pay and keep current all leases and financing payments due to the holders of the liens and security interests identified in Exhibit “B” as “Permitted Encumbrances” and all future equipment leases. Lessee shall not enter into any equipment lease that is not a capital lease for equipment having a fair market value exceeding U.S. $25,000, or annual lease expense exceeding U.S. $25,000, without the prior written consent of Lessor, and all such Equipment Leases shall expressly authorize a turnover to Lessor or its designee of such equipment and Equipment Lease pursuant to the terms of the Turnover Agreement. Lessee agrees to turn over delivery of such equipment to Lessor or its designee in good operating condition and repair at the termination of this Lease. The dollar limits in this Section 5.7 shall increase annually by 3%, compounded annually.

5.8. Limitations on Lessee’s Exercise of Authority. Notwithstanding the appointment and general grant of authority in Section 2.2 above, Lessee agrees with Lessor that, without Lessor’s prior written consent, Lessee shall not agree to any amendment, modification, restatement, or replacement of, or supplemental agreement with respect to the VANOC Agreement, or to the waiver or termination of any material obligation of any other party thereto. Without Lessor’s prior written consent, the Lessee will neither perform any act nor make any decision that could result in any increase in liability to Lessor or adverse financial impact to the Lessor or Lessee. Without limiting the foregoing, Lessee shall not participate in or permit the construction or installation of any Improvements other than those expressly contemplated by the terms of the VANOC Agreement (as such Agreement may hereafter be modified and amended by VANOC and Lessor). Lessor agrees that it will promptly review any amendment, modification, restatement, replacement, or supplemental agreement with respect to the VANOC Agreements that is recommended by Lessee, and if approved by Lessor

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will execute same as the contracting party thereto. Lessee will keep Lessor regularly and timely informed with respect to any material acts or decisions made by Lessee affecting the VANOC Agreement and as to the performance by Lessee and by the other parties to the VANOC Agreement of the obligations thereunder. Copies of all correspondence by Lessee and its employees, agents and consultants with the Province or VANOC shall be retained by Lessee and delivered to Lessor promptly upon request.

6. REPAIRS, MAINTENANCE AND REPLACEMENTS

6.1. Inspection and Acceptance. Lessee has fully inspected the Personal Property and is satisfied with and has accepted the Personal Property in its existing condition for the purpose of this Personal Property Lease.

6.2. Repairs and Maintenance Costs.

A. Lessee shall at Lessee’s sole cost and expense, (i) maintain the Personal Property in good repair and working condition, and in accordance with all Government Agency required and industry recommended safety and maintenance codes and requirements and shall make such maintenance, repairs and alterations as necessary for such purposes, (ii) cause inspections to be made of all lift equipment on a regular basis in accordance with all requirements of Government Agencies, and (iii) not commit waste or permit impairment or deterioration of the Personal Property (normal wear and tear excepted); (iv) not abandon the Personal Property; (v) comply in all material respects with all Applicable Laws applicable to the Personal Property; (vi) provide prompt written notification to Lessor of any material adverse change to the Personal Property; (vii) promptly undertake appropriate assessment, remedial and preventative actions

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sufficient to meet any guidelines or regulations adopted by applicable Government Agencies or standards generally employed by well-operated Canadian ski resorts in the region in connection with the safety of the ski operations and operating equipment as it relates to use of the Personal Property and the Prevention of any material adverse change. Except for those items of Personal Property disposed of by Lessee in the ordinary course due to obsolescence, inability to repair, or replacement, Lessee shall in any event return the Personal Property to Lessor at the expiration of the Term in as reasonably as good a condition as when received, ordinary wear and tear excepted, and shall make or cause to be made such maintenance, repairs and alterations as necessary for such purposes.

B. If Lessor notifies Lessee in writing of the need for Lessee to undertake repairs and maintenance to any of the Personal Property in accordance with the provisions of this Section 6.2, specifying the items of repair or maintenance in question, Lessee shall respond within ten (10) Business Days as to Lessee’s planned course of action with respect to the specific items identified by Lessor, or as to such items which Lessor feels are inappropriate, except in the case of an emergency in which event the Lessee shall respond as quickly as the emergency requires. If Lessee disputes the Lessor’s determination that repair or maintenance is needed, or otherwise fails thereafter to promptly undertake such repairs and maintenance or other action identified by Lessor, Lessor may at Lessor’s option request arbitration for resolution of the dispute. Lessor shall not have the right to terminate the Lease as a result of such repair or maintenance failure, or other failure, but shall have the right to specific performance of the Lessee’s obligations if the arbitrator so awards it. If the arbitrator awards specific performance to Lessor, such award shall be binding upon the Lessee and enforceable in the courts of the

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Province. The prevailing party in any such arbitration and in obtaining of a court order shall be entitled to all costs and expenses incurred in connection with the enforcement of Lessee’s obligations under this Section 6.2. If the arbitrator or courts does not specify the time within which such repair or maintenance must be carried out, then the Lessee shall present a plan for rectification to the Lessor and shall promptly carry out such plan, acting reasonably.

6.3. Capital Renewals Reserve.

A. Lessor and Lessee shall establish a reserve account in Lessor’s name, with Lessor’s and Lessee’s designee(s) as signatories on the account (the “Capital Renewals Reserve”), in a bank or similar institution selected by Lessor and reasonably acceptable to Lessee, to cover the cost of approved Capital Expenditures. The Capital Renewals Reserve is the exclusive property of the Lessor.

B. For each Accounting Period during the Term hereof, Lessee shall transfer into the Capital Renewals Reserve an amount equal to six percent (6%) of Gross Revenues. Transfers into the Capital Renewals Reserve shall be made at the time of each interim accounting described in Section 17.2 hereof.

C. Lessee shall prepare an annual estimate (the “Capital Reserve Budget”) of the Capital Expenditures necessary for the Personal Property anticipated during the ensuing Fiscal Year, and shall deliver the Capital Reserve Budget to Lessor for its review, comment and approval sixty (60 ) days prior to the end of the Fiscal Year, in each case acting reasonably and taking into account the operating experience of the Lessee. The Capital Reserve Budget shall also indicate the estimated time schedule for making such replacements, renewals, and additions, a reasonable description of items required to be replaced or added, unit costs and costs in the aggregate, together with such additional information as Lessor shall reasonably request.

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D. In compliance with the approved Capital Reserve Budget, Lessee shall from time to time expend moneys from the Capital Renewal Reserve Account as necessary to make such approved Capital Expenditures as may be required to maintain Personal Property in good working order and condition and to improve, modernize or alter the Personal Property up to the balance in the Capital Renewals Reserve. No expenditures will be made in excess of said balance without the approval of Lessor. In addition, Lessee shall not, without Lessor’s approval, acting reasonably, make any expenditures from the Capital Renewals Reserve that, in the aggregate, exceed the total aggregate amount of expenditures set forth in the then-applicable Capital Reserve Budget; provided, however, that Lessee shall be authorized to take appropriate remedial action (including making any necessary expenditures from the Capital Renewals Reserve above the total aggregate amount set forth in the then-applicable Capital Reserve Budget), without receiving Lessor’s prior approval, to the extent immediately required to remedy or respond to any of the Emergency Requirements (provided further that Lessee shall notify Lessor of any such remedial action that requires more than a de-minimus expenditure of funds from the Capital Renewals Reserve and shall promptly deliver to Lessor for Lessor’s approval a revised Capital Reserve Budget showing how such Capital Reserve Budget is impacted as a result of such emergency expenditure and how such over-Budget expenditure is to be resolved ). At the end of each Fiscal Year, any amounts remaining in the Capital Renewals Reserve shall be carried forward to the next Fiscal Year. The Capital Renewals Reserve will be kept in an interest-bearing account, and any

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interest which accrues thereon shall be retained in the Capital Renewals Reserve. Interest which accrues on amounts held in the Capital Renewals Reserve, shall not result in any reduction in the required transfers to the Capital Renewals Reserve set forth in Section 6.3.B above, or (2) be included in Gross Revenues. The Lessor’s funding of the Capital Reserve Account pursuant to this Section 6.3 shall not be deemed an Additional Lessor Expenditure and shall not result in additional Rent from Lessee.

E. Notwithstanding anything herein to the contrary, not later than two (2) Business Days prior to Lessee making any expenditure from the Capital Renewals Reserve, Lessee shall prepare and submit a package of invoices and other documentation supporting the then proposed expenditure to Lessor for its approval (the “Expenditure Documents”). If Lessee does not receive Notice of Lessor’s disapproval of the Expenditure Documents within two (2) Business Days after delivery of the same to Lessor, then Lessee shall be permitted to make such expenditure. In the event Lessor disapproves the Expenditure Documents, Lessor’s Notice shall identify the disapproved items and/or requests for additional information. In the event that Lessor timely disapproves the Expenditure Documents, Lessee shall supplement and/or resubmit to Lessor, subject to the time approval periods set forth in this Section 6.3E.

6.4. Withdrawal By Lessor From Capital Renewals Reserve Account. Lessor may at Lessor’s option from time to time, withdraw moneys from the Capital Renewals Reserve Account; provided that all such withdrawals shall be used for Capital Expenditures related to the Cypress Premises or the Improvements thereon or Personal Property therewith; and further provided that so long as no Event of Default shall exist under this Lease for which notice has been given to Lessee in accordance with Section 12.1, no withdrawal shall

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be made without the prior consent of the Lessee. Lessee shall not withhold or delay its consent to any Lessor request for withdrawal under this Section 6.4 for which the Lessor has provided information that establishes to the Lessee’s satisfaction that the Lessor’s withdrawal of moneys is reasonable and consistent with the purpose for which the Capital Renewals Reserve is established. The Lessor acknowledges and agrees that a withholding of consent by the Lessee in accordance with this Section 6.4 will not be an Event of Default and the Lessor will not claim an Event of Default in respect of same.

6.5. Capital Expenditures Exceeding Capital Renewals Reserve. Lessee shall notify Lessor of the need for any Capital Expenditures determined by Lessee to be necessary or desirable for the Personal Property. Lessee will provide to Lessor such information regarding the nature of the Capital Expenditure as Lessor may request. Lessor shall have no obligation to fund any such Capital Expenditure exceeding the amount of capital available in the Capital Renewals Reserve. Lessor may, in Lessor’s Sole Discretion, fund the cost of such excess Capital Expenditure at a mutually determined Subsequently Agreed Lease Rate. To the extent that Lessor funds any Capital Expenditures, all such amounts shall be Additional Lessor Expenditures and increase the amount of Minimum Rent payable hereunder for subsequent Fiscal Years by such amounts funded by Lessor. Lessor agrees to review any alternative financing proposal provided by Lessee for Lessee to finance such excess Capital Expenditure at Lessee’s sole cost and expense from a party other than the Lessor and may, in Lessor’s Sole Discretion, approve or refuse to approve the proposed excess Capital Expenditure and/or such alternative financing option.

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6.6. Ownership of Replacements. All repairs, alterations, improvements, additions, renewals or replacements made pursuant to this Article 6, and all Personal Property shall be the property of Lessor, provided that all Personal Property additions hereafter made under the VANOC Agreement shall become the property of the Lessor in accordance with the arrangements made pursuant to the VANOC Agreement, but in any event upon completion of the Olympic and Paralympic games contemplated thereunder.

6.7. Lessee’s Personal Property. At or prior to the expiration or sooner termination of the Lease (unless such termination occurs in connection with Lessee’s purchase of the Personal Property pursuant to its Buyback Option), Lessor may elect either (a) to give Lessee Notice that Lessee shall be required, within ten (10) Business Days after such expiration or termination, to remove Lessee’s Personal Property from the Cypress Premises or (b) to buy all or a portion of Lessee’s Personal Property by paying Lessee the book value of such property. Lessor may request an inventory of Lessee’s Personal Property, and the assigned book value of each unit of such Lessee’s Personal Property as a condition for Lessor’s making such election. Further, if requested by Lessor, Lessee will provide evidence that any item of Lessee’s Personal Property was acquired by Lessee from its separate funds and not as a result of payment from the Capital Renewals Reserve. Personal Property that is required to be turned over to the Lessor pursuant to the Turnover Agreement is not Lessee’s Personal Property whether or not paid for from Lessee’s separate funds. Failure of Lessor to make such election shall be deemed an election to proceed in accordance with clause (b) preceding.

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6.8. Yield Up. Upon the expiration or sooner termination of this Lease (unless such termination occurs at the closing after Lessee’s exercise of its Buyback Option pursuant to the Buyback Option Agreement), Lessee shall at Lessee’s sole cost and expense:

A. prior to vacating the Cypress Premises make or cause to be made such maintenance, repairs, and alterations as may be necessary to put the Personal Property in the condition required by this Section 6.8; and

B. deliver the Personal Property to Lessor in substantially the same condition in which the Personal Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, replaced, altered or added to as permitted or required by the provisions of this Lease, reasonable wear and tear (and casualty damage, in the event that this Lease is terminated following a casualty in accordance with Article 11) excepted; and

C. use Lessee’s good faith, commercially reasonable efforts to transfer to Lessor, and cooperate with Lessor or Lessor’s nominee in connection with the processing of all applications for transfer to Lessor (or Lessor’s designee) of, all Licenses and Permits and other governmental authorizations and all Contracts entered into by Lessee in connection with the Personal Property and to the extent not provided for in the Sub-permit, including Contracts with Governmental Agencies which may be necessary for the use and operation of the Personal Property on the Cypress Premises and Improvements as then operated. Lessor shall indemnify and hold Lessee harmless for all claims, costs and expenses (including reasonable legal fees) arising from acts or omissions by Lessor under such Contracts subsequent to the date of transfer thereof to Lessor; and Lessee shall indemnify and hold Lessor harmless for all claims, costs and expenses (including reasonable legal fees) arising from acts or omission by Lessee under

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such Contracts and/or the Licenses and Permits prior to the date of transfer thereof to Lessor; and (ii) Lessee shall re-assign to Lessor or Lessor’s nominee all of its right, title and interest under all then existing subleases.

D. Turnover and deliver to Lessor all of the personal property required to be turned over to Lessor pursuant to the Turnover Agreement.

6.9. Management Matters. Lessee shall not enter into a management agreement (the “Management Agreement”) with respect to the Personal Property without Lessor’s prior written consent. Any such Management Agreement shall expressly provide that the Management Agreement and all provisions thereof are expressly subordinate and subject to the terms of this Lease, and that the manager shall at all times be an “eligible independent contractor” as defined in Section 856(d) of the Code.

7. IMPROVEMENTS, ETC.

7.1. No Liens. Lessee shall not grant a Lien on or security interest in the Cypress Premises or the Personal Property, or Lessee’s interest under this Lease, without the prior written consent of Lessor, which consent may be withheld by Lessor in Lessor’s Sole Discretion.

7.2. Salvage. Other than Lessee’s Personal Property, all materials which are scrapped or removed in connection with the making of repairs, alterations, improvements, renewals, replacements and additions pursuant to Article 6 shall be disposed of by Lessee and the net proceeds thereof, if any, shall be deposited into the Capital Reserve Account.

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7.3. Project Budget Overruns. Other than as specifically set forth herein, Lessor shall not be responsible for the cost of any future Improvements, Capital Expenditures or renovations contemplated or permitted hereby. Lessor shall have the right to review and approve an estimated budget for any future Improvements, Capital Expenditures or renovations which Lessor agrees to fund. With respect to any future Improvement or renovation which Lessor agrees to fund, all such amounts shall be deemed Additional Lessor Expenditures and increase the amount of Additional Minimum Rent payable hereunder for subsequent Fiscal Years. Further, Lessor agrees that it will fund up to ten percent (10%) in excess of the original budget, but shall have no responsibility to fund any costs which, in the aggregate, exceed one hundred and ten percent (110%) of the approved budgeted amount for such future Improvement or renovation. Lessor may withhold its approval of any other budget in its sole and absolute discretion. To the extent that Lessor agrees to fund such amounts in excess of one hundred and ten percent (110%) of the approved budgeted amount for any future Improvement or renovation or such amounts in excess of one hundred percent (100%) of the approved budgeted amount for any Capital Expenditure project funded by the Capital Renewals Reserve, one hundred and fifty percent (150%) of such excess amounts funded by Lessor shall be added to and increase the amount of Additional Minimum Rent payable hereunder for subsequent Fiscal Years. Lessee acknowledges that any expenditure in excess of one hundred and ten percent (110%) of the approved budgeted amount for such future Improvement, Capital Expenditure or renovation, and any other expenditure for future Improvements or renovations, may be subject to Lessor obtaining the approval of such expenditure by the board of directors of the Parent of Lessor. Notwithstanding anything herein to the contrary, with respect to Capital Expenditures, this Section 7.3 shall not apply to the 2009 Capital Reserve Budget.

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8. LIENS.

Subject to Article 9, Lessee shall not directly or indirectly, create or allow to remain, and shall promptly discharge, at its expense, any Lien, encumbrance, attachment, title retention agreement or claim upon the Personal Property, or Lessee’s interest under this Lease, or any attachment, levy, claim or encumbrance in respect of the Rent, other than (a) Permitted Encumbrances, (b) restrictions, Liens and other encumbrances which are consented to in writing by Lessor, (c) Liens for those taxes of Lessor which Lessee is not required to pay hereunder, (d) subleases, if any, permitted by Article 16, (e) Liens for Impositions or for sums resulting from non-compliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with Article 9, (f) Liens of mechanics, labourers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet due and payable (but will be paid in full by Lessee) or are for sums that are being contested in accordance with Article 9, (g) any Secured Loan Documents or other Liens which are the responsibility of Lessor pursuant to the provisions of Article 12, and (h) Lessor’s Liens.

9. PERMITTED CONTESTS

9.1. Right to Contest. Lessee shall have the right at Lessee’s sole cost and expense to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, Lien, attachment, levy, encumbrance, charge or claim (collectively, “Claims”) as to the Personal Property, by appropriate legal action or proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Lessee’s obligation to pay any Claims required hereunder to be paid by

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Lessee as finally determined, (b) such contest shall not cause Lessor or Lessee to be in default under the Sub-Permit and Lease Agreement, or any Secured Loan Documents, deed of trust or other agreement encumbering the Personal Property or any part thereof and Lessee shall not contest any requirement set forth in the Secured Loan Documents, (c) no part of the Personal Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Lessee hereby indemnifies and holds harmless Lessor from and against any cost, claim, damage, penalty or reasonable expense, including reasonable legal fees, incurred by Lessor in connection therewith or as a result thereof. Lessor agrees to join in any such proceedings if required legally to prosecute such contest, provided that Lessor shall not thereby be subjected to any liability therefore (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Lessee agrees to assume and indemnify Lessor with respect to the same. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor to the extent that Lessor has been reimbursed by Lessee. If Lessee shall fail (a) to pay or cause to be paid any Claims when finally determined, (b) to provide reasonable security therefore, or (c) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Lessor may, upon Notice to Lessee, pay such charges, together with interest and penalties due with respect thereto, and Lessee shall reimburse Lessor therefore, upon demand, as Additional Charges, together with interest at the Interest Rate from the date of Lessor’s payment until reimbursement.

10. RISK OF LOSS AND INSURANCE

10.1. Insurance. Lessee will secure and maintain, with the premiums thereon fully paid in advance, at Lessee’s expense, all risk property insurance (including extra expense insurance) on all of the

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Personal Property and tangible items of Retained Business Assets, all for the full replacement cost thereof. Lessee shall also procure and maintain for the benefit of Lessor, at Lessee’s sole cost and expense:

(a) use and occupancy or business interruption insurance covering loss of income to Lessee and Lessor, as applicable, for a minimum indemnity period of twelve (12) months resulting from interruption of business caused by the occurrence of any of the risks insured against under the property damage insurance referred to in Section 10.1 above;

(b) comprehensive or commercial liability insurance on a claims made basis against claims for personal injury, death or property damage suffered by others arising out of the operations of Lessee or other occupants of the Cypress Premises, indemnifying and protecting Lessee and Lessor, and any Secured Party specified by Lessor and the Province if required under the terms of the Permit, in such amounts and to such extent as may from time to time be usual and prudent for companies operating or owning similar properties (which amounts shall initially be U.S. twenty-five million dollars (U.S. $25,000,000.00) (including liquor liability) for any personal injury, death, property damage or other claim in respect of any one accident or occurrence) and, without limitation of the foregoing, with provisions for cross liability and severability of interests and naming Lessor and any Secured Party specified by Lessor as an additional insured; and if alcoholic beverages are served on the Premises, liquor liability is required in the above;

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(c) Business auto liability insurance, including owned, non-owned and hired vehicles, for combined single limits (including bodily injury and property damage) of not less than U.S. five million dollars (U.S. $5,000,000.00) each Occurrence;

(d) worker compensation insurance or insurance required by similar employee benefit acts as required by law, as well as employer’s liability insurance in amounts not less than U.S. one million dollars (U.S. $1,000,000) per accident/per disease;

(e) such additional insurance as may reasonably be required from time to time, by (i) the Cypress Permit and (ii) a Secured Party under any Secured Loan Documents.

10.2. General Insurance Provisions.

A. All insurance described in Section 10.1 shall be with companies with an A.M. Best Rating of A-VII or greater. If Lessee wishes to place insurance in an insurance company that is affiliated with Lessee, the financial standing and creditworthiness of the affiliate is subject to Lessor’s approval, and Lessee will deliver Lessor such financial information regarding the affiliate as may be requested by Lessor prior to approval. All insurance may be obtained through blanket insurance programs, provided that such blanket programs substantially fulfill the requirements specified herein. The blanket insurance programs may include deductibles or risk retention levels; however, the deductibles or risk retention levels allocated to the Cypress Premises and the Leased Property shall be limited to the Insurance Retention as defined in Section 10.3. The

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charge-back/deductible for general liability insurance and workers’ compensation insurance allocated to the Cypress Premises and Leased Property shall not exceed U.S. One Hundred Thousand Dollars (U.S. $100,000) unless such greater amount is agreeable to both Lessor and Lessee. The property insurance deductible allocated to the Cypress Premises and the Leased Property shall not exceed U.S. One Hundred Thousand Dollars (U.S. $100,000) unless such greater amount is agreeable to both Lessor and Lessee, or if a higher deductible for high hazard risks (i.e., wind or flood) is mandated by the insurance carrier.

B. Lessor hereunder shall be listed as a lender loss payee and additional insured on all such policies and such policies shall provide coverage for any and all claims arising in connection with the ownership or operation of the Personal Property and Retained Business Assets. The insurance required under this Section 10 shall name the Lessor as the first loss payee, as well as the Province if required by the Permit, and any Secured Party specified by Lessor, in writing, as required by the Secured Loan Documents. All insurance provided for in this Article 10 shall be written in the name of the Parties and their respective Affiliates and any permitted Secured Party, as their interests may appear, and shall contain (a) to the extent available, a provision requiring the insurance company to notify each Party of any cancellation or material change at least thirty (30) days prior thereto; and (b) a standard provision for the benefit of such Secured Party. All proceeds of insurance obtained pursuant to this Section 10 shall be payable to Lessor as a first loss payee and shall be made available by Lessor to the repair, rebuilding or replacement of the damaged Leased Property. Lessor shall make available to Lessee the insurance proceeds required by Lessee from time to time to pay the costs of repair,

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rebuilding or replacement of the damaged Leased Property by deposit of such sums into the Capital Renewal Reserves account or otherwise as required by Lessor. If for any reason the Leased Property is not repaired, rebuilt or replaced, or if there are excess insurance proceeds, Lessor shall be entitled to retain such monies or, at Lessor’s option, deposit such monies into the Capital Renewals Reserve fund for future Capital Expenditure requirements.

C. Lessee shall deliver to Lessor prior to the effective date of this Lease (and, with respect to any renewal policy, at least 30 days prior to the expiration of the existing policy) certificates of insurance evidencing the insurance coverages required under this Article 10 and any renewals thereof. All such certificates of insurance shall, to the extent obtainable, state that the insurance shall not be cancelled or materially reduced without at least sixty (60) days’ prior written notice to the certificate holder. Upon Lessor’s request, copies of said policies shall be delivered to Lessor for Lessor’s review. All such insurance shall be evaluated by Lessor, Lessee and Secured Party from time to time to ensure that the limits and coverages are adequate.

D. Notwithstanding the foregoing or anything else contained herein or elsewhere, in addition to the foregoing requirements, Lessee shall also ensure that all requisite insurance is obtained and maintained throughout the Term in accordance with all requirements set forth in any Secured Loan Documents (including, without limitation, all requirements with respect to the insurance company providing the policies and all other provisions relating to insurance set forth in the Secured Loan Documents).

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10.3. Costs and Expenses.

A. All charges under any blanket programs shall be allocated to the Cypress Premises and other similar participating projects on a reasonable basis.

B. “Insurance Retention” shall mean the insurance policy deductible; however, for any insurance obtained through the blanket insurance programs, “Insurance Retention” shall mean the Cypress Premises per occurrence limit for any loss or reserve as established for the Cypress Premises, which limit shall be the same as is applied to other similar projects participating in the blanket insurance programs, or such higher amount if mandated by the insurer for high hazard risks such as earthquake, flood and wind.

10.4. Waiver of Subrogation. All policies of insurance will provide that (i) the insurance company will have no right of subrogation against any Secured Party or Lessor, or any of their respective Affiliates or the agents or employees thereof, and (ii) that the proceeds thereof in the event of loss of damage will, to the extent payable to any Secured Party, be payable notwithstanding any act of negligence or breach of warranty by Lessor which might otherwise result in the forfeiture or nonpayment of such insurance proceeds.

10.5. Indemnification of Lessor. Except as expressly provided herein including as otherwise covered by insurance, Lessee shall protect, indemnify and hold harmless Lessor for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable legal fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Lessor by reason of: (a) any accident, injury to

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or death of persons or loss of or damage to property of third parties (in any way connected to the Personal Property) occurring during the Term of this Personal Property Lease or otherwise while Lessee remains in possession or control of any Personal Property or Retained Business Assets in any way connected to the Personal Property, and (b) any use, misuse, condition, management, maintenance or repair by Lessee or anyone claiming under Lessee of the Personal Property or Lessee’s Personal Property during the Term or any litigation, proceeding or claim by Governmental Agencies to which Lessor is made a party or participant relating to such use, misuse, condition, management, maintenance, or repair thereof; provided, however, that Lessee’s obligations hereunder shall not apply to any liability, obligation, claim, damage, penalty, cause of action, cost or expense arising from any gross negligence or willful misconduct of Lessor, its employees, agents or contractors. Lessee, at its expense, shall defend any such claim, action or proceeding asserted or instituted against Lessor covered under this indemnity or may compromise or otherwise dispose of the same. The obligations of Lessee under this Section 10.5 shall survive the termination of this Lease for a period of three (3) years, plus for such additional time as is necessary until any such claim, action or proceeding asserted or instituted against Lessor covered under this indemnity is completely and finally resolved and all opportunities for appeals have passed.

10.6. Lessor Advance. If Lessee fails to deliver the original policies and certificates required under Sections 10.1 or 10.2 within the time required thereby, Lessor shall have the right to obtain such insurance at Lessee’s expense and, upon demand, Lessee shall reimburse Lessor for the cost of any such insurance, together with interest at the Interest Rate from the date of Lessor’s payment until reimbursement.

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11. DAMAGE, REPAIR AND EXPROPRIATION

11.1. Damage or Loss. In the event of damage to or loss of any Personal Property, Rent shall not abate and Lessee shall, subject to the Secured Loan Documents, using the proceeds of insurance and with due diligence, repair, rebuild or replace the damaged Personal Property, such that following such repair, rebuilding or replacement such Personal Property shall be substantially the same as, or better than, prior to such damage or loss. Lessee shall promptly notify Lessor and the applicable insurance carriers of all such casualties and losses and fully cooperate in processing the claim with the applicable insurance carriers. Lessee shall promptly make all necessary arrangements for the appropriate contractors and suppliers to repair and/or replace the damaged or lost portion of the Personal Property. All such work shall be undertaken in a workmanlike manner and if the damage or loss exceeds $10,000.00 in cost, in accordance with specifications approved by Lessor (which approval or disapproval shall be made within fifteen (15) business days after Lessor receives the applicable specifications and, if applicable, within five (5) business days after Lessor receives any modifications of said specifications), failing which the Lessor shall be deemed to have approved, provided that the parties agree that the standard for such repair and/or replacement shall be to repair and/or replace the damaged or lost portion of the Personal Property to levels of quality and quantity that are equal to those that existed with respect to such portion of the Personal Property prior to the occurrence of the damage or loss at issue. If insurance proceeds are insufficient to pay all of the costs of such repair, rebuild or replacement, Lessee shall use funds available in the Capital Renewals Reserve to fund such shortfall, and if there are inadequate funds in the Capital Renewals Reserve, then the provisions of Section 6.5 regarding “Capital Expenditures Exceeding the Capital Renewals Reserve” shall apply. Lessee shall, upon

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completion of such repair, rebuilding or replacement, be entitled to continue its use of the applicable Personal Property under the terms and conditions of this Lease. If Lessee fails to diligently pursue the repair, rebuilding or replacement, or in any event fails to substantially commence such repair or replacement within forty-five (45) days after the date of such occurrence, or if Lessee thereafter fails to diligently prosecute and complete the repair or replacement, Lessor may, at its option and in addition to any other remedy it may have under this Lease, give to Lessee Notice electing to undertake such repair, replacement or rebuilding of the applicable Personal Property in which event the insurance proceeds and funds in the Capital Renewals Reserve shall be available to Lessor for such repair, replacement or rebuilding. If Lessee determines that for reasons of obsolescence or any other reason it would be best not to undertake any such repair, replacement, or rebuilding, and Lessor agrees in writing, then the Lease shall be deemed to have been amended to remove the damaged portion of the Personal Property and the definition of “Personal Property” hereunder will be deemed to have been accordingly modified to take into account the removal of such portion of the Personal Property.

11.2. Reinstatement. If this Lease is terminated with respect to any portion or portions of the Personal Property, pursuant to Section 11.1 and thereafter such portion or portions that were damaged or lost are repaired, rebuilt or replaced within one (1) year after the occurrence of the damage or destruction, this Lease (if still in force) will be reinstated with respect to such Personal Property effective on the first day of the Fiscal Year immediately following the Fiscal Year in which the work is substantially completed and the definition of Personal Property hereunder will be deemed to have been adjusted accordingly.

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11.3. Expropriation.

A. In the event all or substantially all of the Personal Property shall be taken in any Expropriation or similar proceeding by any competent authority for any public or quasi-public use or purpose, or in the event a portion of the Personal Property that is critical to the operation (e.g. the lifts) shall be so taken, and the result is that the continued operation of the Cypress Premises as a ski area is no longer possible, this Lease shall terminate unless each of Lessor and Lessee agree to the contrary in writing. In either such event, Lessor shall be entitled to receive all Awards resulting from such Expropriation that relate to the Personal Property.

B. In the event a portion of the Personal Property shall be taken by the events described in Section 11.3A, or the entire Personal Property are affected but on a temporary basis, and the result is not to make it impossible to continue to operate the Cypress Premises, this Lease shall not terminate and shall continue in full force and effect without abatement of Rent. If however any of the Improvements are damaged by such taking, then Lessee shall diligently repair and restore such damaged portion, using so much of any Award appropriated to the Personal Property for any such partial taking or Expropriation as shall be necessary to render the Leased Property equivalent to its condition prior to such event. Lessor shall be entitled to the entire Award appropriated to the Personal Property in any such circumstance, but shall transfer such portion of any Award received by it that is reasonably required to repair and restore the Personal Property damaged by any Expropriation to the Capital Renewals Reserve, or at Lessor’s option to an escrow agent (“Escrow Agent”) for the purpose of funding the cost of the repair or restoration. Lessee agrees that a Secured Party is an acceptable Escrow Agent.

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Such amounts shall be drawn by Lessee from the Capital Renewals Reserve, or advanced by Escrow Agent, so as to permit payment for the cost of any restoration and repair. The obligations under this Section 11.3 to disburse the Award and such other amounts shall be subject to (a) the collection thereof and (b) the release of such Award by the applicable Secured Party. Lessee’s obligation to repair and restore the Personal Property shall be subject to the availability of the Award, and if the Award is insufficient and there are inadequate funds in the Capital Renewals Reserve a Lessor advance as contemplated by Section 6.5, to fund the cost of such repair or restoration

11.4. Secured Loan Documents. Notwithstanding the foregoing or anything else contained herein or elsewhere, Lessee acknowledges and agrees that the disposition of all matters relating to damage or loss to the Personal Property shall be governed by the Secured Loan Documents, to the extent applicable.

12. SECURITY.

12.1. Security.

A. Lessor shall be permitted to encumber its interest in this Lease, the Turnover Agreement, the Personal Property, or any part thereof, in favour of any Secured Party from time to time, subject to the terms and conditions of the Cypress Permit.

B. In the event Lessee receives any reasonable request for information on the Cypress Premises or the Personal Property, from any Secured Party, Lessee will, at Lessor’s cost, provide or distribute such information directly to such Secured Party.

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12.2. Subordination and Attornment. Lessee shall, subject to a Secured Party delivering to the Lessee a non-disturbance agreement pursuant to which the Lease will continue as long as no Event of Default of Lessee has occurred, provide to any Secured Party an instrument (the “Subordination Agreement”) in form and content acceptable to Secured Party pursuant to which:

A. this Lease and any extensions, renewals, replacements or modifications thereto, and all right and interest of Lessee in and to the Personal Property shall be subject and subordinate to such Secured Loan Documents;

B. Lessee shall be obligated to each of the Subsequent Owners (as defined below) to perform all of the terms and conditions of this Lease for the balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were Lessor;

C. If the Secured Party or a Subsequent Owner takes any proceedings in respect of the Personal Property (including taking possession, foreclosure or power of sale) as a result of the occurrence of a default under the Secured Loan Documents, Lessee shall attorn and be bound to such Secured Party or a Subsequent Owner under all of the terms of this Lease for the balance of the Term thereof remaining, with the same force and effect as if Secured Party or a Subsequent Owner were the landlord under this Lease, and Lessee hereby attorns to Secured Party or a Subsequent Owner as landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon the Secured Party or a Subsequent Owner taking possession or control of the Personal Property or otherwise becoming the owner of the Personal Property. If Secured Party exercises a repossession or power of sale as a result of the occurrence of a default under the Secured Loan Documents, Lessee shall attorn and be bound to the Subsequent Owner pursuant to such power of sale under all of the terms of this Lease for the balance of the Term hereof

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remaining, including any renewals and extensions, with the same force and effect as if the Subsequent Owner were the landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or Lessee, immediately upon the Subsequent Owner taking possession of the Personal Property. Lessee also agrees, however, to execute and deliver at any time and from time to time, upon the request of Secured Party or any such Subsequent Owner: (a) any instrument or certificate which, in the reasonable judgment of Secured Party or such Subsequent Owner may be necessary or appropriate to evidence such attornment, and (b) an up to date estoppel certificate in form and substance consistent with this Lease. Further, but subject to Section 12.2.D below, from and after any such attornment, Secured Party or such a Subsequent Owner shall be bound to Lessee under all of the terms, covenants and conditions of this Lease and Lessee shall not be disturbed in its rights under the terms of this Lease; provided, however, that Secured Party or such Subsequent Owner shall not be:

(i) liable for any action or omission of, or any payment required to be made by, any prior landlord (including Lessor);

(ii) bound by any rent which Lessee might have paid for more than the current month to any prior landlord (including Lessor);

(iii) liable for the return or application of any security deposits unless Lessor actually delivers such deposits to Secured Party;

(iv) bound by any termination, surrender or amendment or modification of this Lease made without Secured Party’s written consent; or

(v) subject to any offsets or deficiencies, which Lessee might be entitled to assert against any prior landlord (including Lessor).

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D. Notwithstanding the foregoing or anything else contained herein or elsewhere, Lessee acknowledges and agrees that if Lessee is in default under this Lease and there is an execution or a foreclosure of the Security Instrument (or other conveyance in lieu of foreclosure), or other exercise by such Secured Party (or its successor or assign) of its rights or remedies in connection with which title or possession of the Personal Property, or any portion thereof is transferred to the Secured Party (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Secured Party (or from its designee) (all of the foregoing shall collectively be referred to as “Subsequent Owners”), this Lease may or may not be terminated in the Secured Party’s or the Subsequent Owner’s Sole Discretion. If the Secured Party or the Subsequent Owner elects to terminate this Lease, Lessee shall first assign all of its right, title and interest in any subleases to the Secured Party or Subsequent Owner at no cost to the Secured Party or Subsequent Owner and comply with the balance of this Lease.

12.3. Compliance with Cypress Permit. Lessee shall manage, operate, and use the Personal Property in compliance with all obligations imposed on Lessor or the Cypress Premises pursuant to the Cypress Permit.

12.4. Liens; Credit. Lessee shall not cause any Lien to be filed against the Personal Property or any portion thereof, and shall use commercially reasonable efforts to prevent any Liens from being filed against the Personal Property which may arise from any maintenance, repairs, alterations, improvements, renewals or replacements in or to the Personal Property, and shall obtain the

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release of any such Liens. This obligation shall not limit Lessee’s rights to Contest provided for under Article 9 hereunder, nor to grant a security interest in respect of any Financial Indebtedness incurred by the Lessee in connection with its working capital within the limitations set forth hereunder.

12.5. Amendments Requested by Secured Party. If requested by any Secured Party or prospective Secured Party, Lessee agrees to execute and deliver any amendment of this Lease that is reasonably required by such Secured Party or prospective Secured Party, provided that Lessee shall be under no obligation to amend this Lease if the result of such amendment would be to materially and adversely increase Lessee’s obligations or to materially and adversely affect Lessee’s rights under this Lease. Any such amendment shall be in effect only for the period of time in which such Secured Loan Documents are outstanding.

12.6. Blocked Account Arrangements. To the extent required by a Secured Party from time to time, Lessee and the Secured Party shall enter into a written lock box or blocked account agreement or agreements, in the form and content requested by the Secured Party, in connection with the deposit, payment and disbursement only of all Rent hereunder from time to time and such other matters may be agreed between Lessor and Lessee each acting reasonably.

12.7. Direction re: Payment of Secured Loan and other Financial Indebtedness. If so directed by Lessor in writing, Lessee will pay Rent payable to Lessor hereunder directly to any Secured Party or other lender or creditor in respect of any Financial Indebtedness of Lessor.

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13. DEFAULTS AND REMEDIES

13.1. Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder:

(a) should Lessee fail to make any payment of Minimum Rent or Percentage Rent within five (5) Business Days after Notice thereof, or fail to make payment of any other Rent or any other sum, payable hereunder when due and such failure shall continue for a period of ten (10) days after Notice thereof; or

(b) should Lessee fail to maintain the insurance coverages required under Article 10; or

(c) should Lessee breach or be in default under, and if a cure period is applicable fail to timely cure in accordance with the provisions thereof any obligation that is applicable to the Lessee under the Cypress Permit, the VANOC Agreement, or the Sub-permit; or

(d) should the Sub-permit be declared to be in default as a result of a breach of the Skylift Lease that is not cured within any applicable cure period; or

(e) subject to Article 9 relating to permitted contests, should Lessee default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clauses (a) and (b) above) and such default shall continue for a period of thirty (30) days after Notice thereof from Lessor to Lessee; provided, however, that if such default is susceptible of cure but such cure

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cannot be accomplished with due diligence within such period of time and if, in addition, Lessee commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Lessor and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed one hundred eighty (180) days) as may be necessary to cure such default with all due diligence; or

(f) should Lessee (or Indemnifier during the period that its Indemnity is in effect) generally not be paying its debts as they become due or should Lessee (or Indemnifier the period that its Indemnity is in effect) make a general assignment for the benefit of creditors; or

(g) should any petition be filed by, on behalf of or against Lessee (or Indemnifier during the period that its Indemnity is in effect) under the Bankruptcy and Insolvency Act or the Companies’ Creditors Arrangement Act, Canada, or should any other proceeding be instituted by or against Lessee (or Indemnifier during the same period) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Lessee (or Indemnifier during the same period) or for any substantial part of the property of Lessee or Indemnifier and such proceeding is not dismissed within ninety (90) days after institution thereof, or should Lessee take any action to authorize any of the actions set forth above in this paragraph; or

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(h) should Lessee (or Indemnifier during the period its Indemnity is in effect) cause or institute any proceeding for its dissolution or termination; or

(i) unless Lessee shall be contesting such Lien or attachment in good faith in accordance with Article 9, should the estate or interest of Lessee in the Personal Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated, discharged or fully bonded or otherwise secured to the reasonable satisfaction of Lessor within the later of (i) sixty (60) days after such attachment or levy in which case Lessee shall give notice to Lessor of the dispute but Lessee may defend in any reasonably suitable way, and (ii) thirty (30) days after receipt by Lessee of Notice thereof from Lessor; it being understood and agreed that Lessee may commence a contest of such matter pursuant to Article 9 above following such Notice from Lessor,

(j) Any default by the Indemnifier under its Indemnity Agreement and failure to cure within any applicable cure period, shall be a default under this Lease, including without limitation failure to maintain minimum liquidity as set forth in the Indemnity Agreement,

(k) Any default by the Lessee under the terms of the Turnover Agreement, then, and in any such Event of Default, (and to the extent expressly provided above, the passage without cure of any cure period expressly provided above) the next three (3) months Rent shall immediately become

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due and payable to Lessor and Lessor, in addition to all other remedies available to it, may terminate this Lease by giving Notice thereof to Lessee and upon the expiration of the time fixed in such Notice but in any event not less than thirty (30) days, this Lease shall terminate and all rights of Lessee under this Lease shall cease. Lessor shall have and may exercise all rights and remedies available at law and in equity to Lessor as a result of Lessee’s breach of this Lease, including without limitation the right of re-entry upon the Cypress Premises and the right to retake possession of the Personal Property upon and at any time after the occurrence of an Event of Default and the right to institute an action compelling specific performance by Lessee of its obligations under this Lease;

(l) any Event of Default by any Related Tenant under any of the Related Leases; or

(m) any event of default by any borrower under the Loan Agreement or the Big Sky Loan Agreement.

13.2. Remedies. None of (a) the termination of this Lease pursuant to Section 13.1(b), the repossession of the Personal Property or any portion thereof, (c) the failure of Lessor to re-let the Personal Property, or any portion thereof, nor (d) the re-letting of all or any portion of the Personal Property, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or re-letting of the Personal Property. In the event of any such termination, repossession or re-letting, Lessee shall forthwith pay to Lessor all Rent due and payable under the Lease through and including the date of such termination, repossession or re-letting.

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Thereafter, Lessee, until the end of what would have been the Term of this Lease in the absence of such termination, repossession or re-letting, and whether or not the Personal Property or any portion thereof shall have been re-let, shall, at Lessor’s option, be liable to Lessor for, and shall pay to Lessor, as current damages, the Rent and other charges which would be payable hereunder for the remainder of the Term had such termination, repossession or re-letting not occurred, LESS the net proceeds, if any, of any re-letting of the Personal Property, after deducting all reasonable expenses in connection with such re-letting, including, without limitation, all reasonable repossession costs, brokerage commissions, legal expenses, legal fees, advertising, expenses of employees, alteration costs and expenses of preparation for such re-letting (such expenses being hereinafter referred to as the “Re-letting Expenses”). Lessee shall pay such current damages to Lessor monthly on the days on which the Minimum Rent would have been payable hereunder if this Lease had not been so terminated.

In case of any Event of Default, re-entry, expiration or dispossession by summary proceedings or otherwise, Lessor may (a) re-let the Personal Property or any part or parts thereof, either in the name of Lessor or otherwise, for a term or terms which may at Lessor’s option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Lessor considers advisable and necessary to re-let the same, and (b) may make such reasonable alterations and repairs thereof as Lessor, acting reasonably, considers advisable and necessary for the purpose of re-letting the Personal Property; and the making of such alterations and repairs shall not operate or be construed to release Lessee from liability hereunder as aforesaid. Lessor shall in no event be liable in any way whatsoever for any failure to re-let all or any portion of the Personal Property, or, in the event that such is re-let, for failure to collect the rent under such re-letting. To the

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maximum extent permitted by law, Lessee hereby expressly waives any and all rights of redemption granted under any present or future laws in the event of Lessee being dispossessed, or in the event of Lessor obtaining possession of the Personal Property, by reason of the occurrence and continuation of an Event of Default hereunder.

13.3. Lessee Remains Liable. Notwithstanding any said repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the full performance of all obligations on the part of Lessee to be performed under this Personal Property Lease. All such remedies are cumulative, and may be exercised concurrently or separately and from time to time. In addition, Lessee will pay any legal or collection agency expenses incurred in the repossession of the Personal Property and Retained Business Assets or collection of delinquent amounts due under the Personal Property Lease.

13.4. Lessee’s Continuing Operation. In the Event of Default, and notwithstanding any termination of this Lease, Lessor may at Lessor’s option request that Lessee continue to utilize the Personal Property under the terms of this Lease (including Lessee paying all Rent) and assuming Lessee is concurrently required to continue as sub-permittee of the Cypress Permit, until such time as Lessor enters into a new Personal Property Lease with a successor sub-permittee of the Cypress Permit acceptable to the Province and to Lessor. Upon such request of Lessor, Lessee shall continue the use of the Personal Property in connection with the operation of the Cypress Premises on a month-to-month basis, terminable on the later of (i) not less than thirty (30) days’ notice by Lessor and (ii) Lessor’s delivery of possession of the Cypress Premises and Personal Property to a replacement tenant acceptable to Lessor and the Province. Lessee’s obligation to continue use of the Personal

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Property in connection with operation of the Cypress Premises after termination shall extend for a maximum of 180 days, provided that if the Province is processing an application by Lessor for a successor subpermittee such obligation shall extend until such processing by the Province is completed and a replacement subpermittee is approved by the Province. Lessee shall not oppose and shall express to the Province in writing, if requested by Lessor, the Lessee’s support for any such Lessor application for approval by the Province of such replacement subpermittee. Lessee shall be entitled to the benefit of the business of the operations during such period subject to the provisions of Section 13.5.

13.5. Application of Funds. All revenues received by Lessee from its operation on the Cypress Premises subsequent to an Event of Default shall be first applied to the payment of Rent as determined by the Lessor. Any payments received by Lessor under any of the provisions of this Lease during the existence or continuance of any Event of Default (and any payment made to Lessor rather than Lessee due to the existence of any Event of Default) shall be applied to Lessee’s current and past due obligations under this Lease in such order as Lessor may determine or as may be prescribed by the laws of the Province with the balance, if any, to the benefit of Lessee.

13.6. Lessor’s Right to Cure Lessee’s Default. If an Event of Default shall have occurred and be continuing, Lessor, after Notice to Lessee (which Notice shall not be required if Lessor shall reasonably determine there is an Emergency Requirement), without waiving or releasing any obligation of Lessee and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Lessee, and may, to the maximum extent permitted by law, enter upon the Cypress Premises and the

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Improvements or any portion thereof for such purpose and take all such action with respect to the Personal Property thereon as, in the reasonable opinion of the Lessor and subject to Minister’s consent, may be necessary or appropriate therefor. All reasonable costs and expenses (including, without limitation, reasonable legal fees) incurred by Lessor in connection therewith, together with interest thereon (to the extent permitted by law) at the Interest Rate from the date such sums are paid by Lessor until repaid, shall be reimbursed by Lessee to Lessor, on demand.

14. FAILURE TO TURN OVER. Any continued possession and failure to return the Personal Property over by Lessee after the expiration or sooner termination of this Lease shall be treated as a daily lease at sufferance at a rate equal to two times the Rent and other charges herein provided (prorated on a daily basis), provided however if such holding over is pursuant to Lessor’s written request as set forth in Section 13.4 or subsequent to the expiration date of the Term and precedes the closing of the Lessee’s exercised buyback option pursuant to the Buyback Option Agreement, then Rent shall be paid at a rate as if there had been no expiration or termination of this Lease. Lessee shall also pay to Lessor all damages (direct or indirect) sustained by reason of any such failure to return the Property. Nothing contained herein shall constitute the consent, express or implied, of Lessor to the failure of Lessee to return the Personal Property after the expiration or earlier termination of this Lease and Lessee hereby waives any right to claim the existence of a lease under any applicable law.

15. TRANSFERS BY LESSOR OR SECURED PARTY

Lessor or Secured Party (including, in all cases a Subsequent Owner) shall have the unrestricted right, to convey, transfer, assign or encumber the Personal Property and its interest in this Lease and in the Turnover Agreement, in whole or in part to a Secured Party, pursuant to

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Section 12, or to any other grantee or transferee subject to the provisions of this Lease provided only that such other grantee or transferee agrees to assume all obligations of the Lessor hereunder. If Lessor or Secured Party transfers in accordance with the terms hereof to a grantee or transferee that expressly assumes in writing all obligations of Lessor hereunder or Secured Party under its Secured Loan Documents arising or accruing from and after the date of such transfer, Lessor or Secured Party shall thereupon be released from all future liabilities and obligations of Lessor or Secured Party under this Lease or its Secured Loan Documents arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner or secured party.

16. SUBLETTING AND ASSIGNMENT

16.1. Restriction on Mortgaging, Subletting and Assignment.

A. Except as set forth in this Section 16.1.A and in 16.1.E, Lessee shall not, without Lessor’s prior written consent (which may be given or withheld by Lessor in its Sole Discretion) and the consent of Lessor’s Secured Party if required by any of the Secured Loan Documents, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any part of the Personal Property or any part hereof or any right, title or interest herein or sublease (which term shall be deemed to include the granting of concessions, licenses, permits and the like) all or any part of the Personal Property, or suffer or permit this Lease or any rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Personal Property by anyone other than Lessee, its contractors, and its customers in the ordinary course of business but subject to the provisions of Section 5.1 and the

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provisions of the VANOC Agreement. For purposes of this Section 16.1, an assignment of this Lease requiring Lessor’s consent shall be deemed to include the following: any direct or indirect transfer of any interest in Lessee or any transaction pursuant to which Lessee is merged or consolidated with another Entity or pursuant to which all or substantially all of Lessee’s assets are transferred to any other Entity, but shall not include any involuntary Liens or attachments contested by Lessee in good faith in accordance with Article 9 or any merger or consolidation with another Entity pursuant to which there is no change of Control. Each of the foregoing is considered a “Transfer” and all of the foregoing is collectively, the “Transfers”, a recipient of a Transfer is a “Transferee”.

B. If this Lease is assigned by Lessee, or if all or substantially all of the Personal Property is Transferred by Lessee, Lessor or its Secured Party may collect the rents from such assignee or subtenant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in Section 16.1.A, the acceptance by Lessor of such assignee or subtenant, as the case may be, as a tenant, or a release of Lessee from the future performance by Lessee of its covenants, agreements or obligations contained in this Lease. In addition, Lessee hereby grants to Lessor a first ranking security interest in all rents and revenues from any assignee or subtenant or other Transferee from time to time to secure the payment of Rent and the performance of all obligations to be paid and performed by Lessee to or for the benefit of Lessor under this Lease and any amendments hereto from time to time.

C. If Lessee Transfers with Lessor’s consent in accordance with the terms hereof to a grantee or transferee whose creditworthiness is expressly approved in writing

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by Lessor and who expressly assumes in writing all obligations of Lessee hereunder and under the Sub-Permit and Lease Agreement arising or accruing from and after the date of such Transfer, Lessee shall thereupon be released by Lessor from all future liabilities and obligations of the Lessee under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new tenant, its successors and assigns. No consent to any Transfer in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1 as it applies to the new tenant. No Transfer shall affect any Permitted Use, nor contravene or result in a default under or non-compliance with any provision of the Cypress Permit. Any Transfer of Lessee’s interest under this Lease in contravention of this Section 16.1 shall be void.

D. Any Transfer by or on behalf of Lessee of all or substantially all of the Personal Property or this Lease (said Transfers being collectively, the “Future Transfers” or individually a “Future Transfer”) shall provide (a) that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate; (b) that in the event of termination or expiration of this Lease or dispossession of Lessee by Lessor under this Lease, Lessor may take over all of the right, title and interest of Lessee, and, except as provided below, such Future Transferee shall, at Lessor’s option, attorn to Lessor and/or any Secured Party (including, in each case, a Subsequent Owner) pursuant to the then executory provisions of such Transfer and become a direct tenant of Lessor and/or any Secured Party, except that neither Lessor nor any Secured Party, as holder of a Security Loan Document or as landlord under this Lease, if such Secured Party succeeds to that position, shall (i) be liable for any act or omission of Lessee under

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such Transfer, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such Transferee against Lessee, (iii) be bound by any previous prepayment of more than one (1) month’s rents, (iv) be bound by any covenant of Lessee to replace or repair Personal Property or any portion thereof, (v) be required to account for any security deposit of the Transferee other than any security deposit actually delivered to Lessor by Lessee, (vi) be bound by any obligation to make any payment to such Transferee or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Lessee to the credit of such Transferee, or (viii) be required to dispossess any Person utilizing any portion of the Personal Property; and (c) in the event that such Transferee receives a written Notice from Lessor or any Secured Party stating that an Event of Default has occurred and is continuing, such subtenant shall thereafter be obligated to pay all rentals and other monies accruing under such Transfer directly to the party giving such Notice or as such party may direct. All rentals and other monies received from such Transferee by Lessor or the Secured Party, as the case may be, shall be credited against the amounts owing by Lessee under this Lease and such Transfer shall provide that the Transferee thereunder shall, at the request of Lessor, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such Transfer duly executed by Lessee and such Transferee shall be delivered promptly to Lessor, Lessee shall remain liable for the payment of Rent from and after the date of such assignment, and shall not be released from any obligations of the Lessee hereunder except in the circumstances of a release under Section 16.1 above.

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E. Lessor acknowledges that Lessee may sell, transfer and/or dispose of Personal Property from time to time in the ordinary course of repairing, maintaining and replacing the Personal Property as required in Section 5.1, provided that: (i) without the written consent of Lessor, no sale or transfer shall be made to an affiliate or employee of Lessee or any relation thereof, and each sale or transfer will be an arms length sale for fair market value; (ii) the proceeds of any such sale shall belong to Lessor, and be deposited into the Capital Renewals Reserve (unless the sale or transfer by Lessee of a piece of equipment is in conjunction with a purchase of a replacement piece of equipment for the account of Lessor and the seller of the replacement piece of equipment gives a reasonable fair market credit against the purchase price of the replacement piece of equipment); and (iii) if the original cost of any such item exceeded US $100,000.00 (with such US $100,000 threshold amount to be increased by three percent (3%), on a compounded basis, for each succeeding Lease Year), Lessor’s consent to the conditions of such sale, transfer or disposal of the Leased Property shall be obtained.

17. LESSEE CERTIFICATES AND FINANCIAL STATEMENTS

17.1. Lessee Certificates. At any time and from time to time, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other a certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that to its knowledge no Default or an Event of Default by the other party has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such

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additional information as the requesting party may reasonably request. If such additional information reasonably requires more than ten (10) Business Days to provide, the party furnishing such information shall be entitled to such additional period to respond to such request as may be reasonably required under the circumstances. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or Secured Party of the Cypress Premises, the Personal Property or the permitted rights hereby created.

17.2. Accounting, Distributions and Annual Reconciliation.

A. Within ten (10) days after the close of each Accounting Period, Lessee shall deliver to Lessor a statement of Gross Revenues for the immediately preceding Accounting Period and for the fiscal quarter and Fiscal Year to date, all certified by the Lessee’s chief financial officer to be true and correct. Within twenty (20) days after the close of each Accounting Period, Lessee shall deliver to Lessor (i) an interim profit and loss statement, (ii) a balance sheet showing the results of the operation of the Leased Property, and (iii) a cash flow statement, all certified by the Lessee’s chief financial officer to be true and correct (an “Accounting Period Statement”). Within sixty (60) days after the close of each quarter of each Fiscal Year, Lessee shall deliver, or cause to be delivered, to Lessor (i) certified Financial Statements of Lessee’s Parent and (ii) an organizational chart accurately presenting the ownership of the ownership interests in Lessee.

B. Calculations and payments made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively. Within one hundred twenty (120) days after the end of each Fiscal Year, Lessee shall deliver to Lessor audited

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Financial Statements in reasonable detail summarizing the operations of the Cypress Premises for the immediately preceding Fiscal Year and a certificate of Lessee’s chief accounting officer, or equivalent, certifying that, to the best of his or her knowledge, such Financial Statements are true and correct. The parties shall, within ten (10) Business Days after Lessor’s receipt of such Financial Statements, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Financial Statements. Such Financial Statements shall be controlling over the preceding Accounting Period profit and loss statements.

17.3. Books and Records. Books of control and account pertaining to operations at the Cypress Premises shall be kept on the accrual basis and in all material respects in accordance with GAAP consistently applied. Upon Lessor’s reasonable request and at reasonable intervals during normal business hours Lessor shall have the right to examine such records at the Cypress Premises. If Lessor desires to audit or examine the Annual Operating Statement, Lessor shall notify Lessee in writing within sixty (60) days after receipt of such Financial Statements of its desire for the audit, and shall complete such audit within ninety (90) days after commencement thereof. Lessor may provide copies of any financial statements, books or records to any Secured Party or any other person directly or indirectly providing financing to Lessor or any of its affiliates.

17.4. Annual Business Plan. Not later than sixty (60) days prior to each Fiscal Year, upon the same terms and conditions as set forth in the Sub-permit, Lessee shall deliver to Lessor an annual “business plan” for the succeeding Fiscal Year for Lessor’s review and comments. Lessee shall review in good faith Lessor’s comments prior to finalizing its business plan. The business plan shall include

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projections of income and expenses on a monthly basis for the succeeding fiscal year in detailed line item breakdown, together with a marketing plan describing in detail the Lessee’s plan for marketing the Lessee’s operations at the Cypress Premises, including a detailed line item marketing budget.

17.5. Update Meetings. Lessee agrees that Lessee will meet with Lessor upon Lessor’s request to review such aspects of the Personal Property and Lessee’s utilization thereof as Lessor may reasonably request. Such meetings shall occur no more frequently than quarterly without Lessee’s consent and shall take place concurrently with any meetings that are requested and scheduled with the Lessor under the Sub-permit.

17.6. Approvals.

In this Lease, where Lessee or Lessor is required to obtain the other’s consent or approval with respect to: (i) the execution and delivery of an agreement or contract; (ii) the use of the Personal Property; (iii) any Capital Expenditure; (iv) the enforcement of any provision in the VANOC Agreement or any other agreement entered into by the Lessor but carried out by the Lessee; (v) all budgets, Capital Reserve Budgets, operating plans or other reporting requirements of the Lessee; the other shall promptly review and provide a timely response and information reasonably requested by the other. A response will be deemed “timely” if given within ten (10) days, except if a shorter period is required due to the emergency nature of the request, in which case such response will be given as promptly as reasonably possible. To facilitate such approval process, each party shall appoint an individual to be responsible for the Personal Property and such individual shall have the authority to provide consent whether in writing or otherwise to the other, and each shall be entitled to rely upon the authority of such appointed individual to give the consents and approvals required hereunder.

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17.7. Sarbanes-Oxley. In connection with Lessor’s responsibility to maintain effective internal controls over financial reporting and the requirements for complying with the Sarbanes Oxley Act of 2002, Lessee hereby agrees to provide access and reasonable assistance necessary to Lessor that will allow Lessor to conduct activities necessary to satisfy its responsibilities, as previously outlined, including but not limited to the activities stipulated by the Public Company Accounting Oversight Board in its release 2004-1, or other similarly promulgated guidance by other regulatory agencies. Lessee hereby agrees to provide, at Lessor’s request and cost, a report prepared by an independent registered certified public accountant pursuant to the AICPA’s statement on auditing standards No. 100 “Reports on the Processing of Transactions by Service Organizations” (“SAS No. 70”) utilizing a “Type II approach,” as defined in that SAS No. 70. Lessee shall be reimbursed its reasonable third party expenses incurred for all such services and assistance requested by Lessor, including third party expenses for provision of the report pursuant to SAS No. 70. Lessor agrees to provide Lessee with appropriate notice regarding the conduct of the activities anticipated in this provision.

18. LESSOR’S RIGHT TO INSPECT. Lessee shall permit Lessor and any Secured Party or any other Person directly or indirectly providing financing to Lessor and their authorized representatives to inspect the Personal Property at reasonable times of the day upon not less than twenty-four (24) hours’ Notice, and to make such repairs as Lessor is permitted or required to make pursuant to the terms of this Lease, provided that any inspection or repair by Lessor or Secured Party or other Person or its

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representatives will not unreasonably interfere with Lessee’s use of the Personal Property in connection with the operation of the Cypress Premises and further provided that in the event of an emergency, as determined by Lessor or Secured Party or other Person in its reasonable discretion, prior Notice shall not be necessary.

19. LESSEE’S BUYBACK OPTION. Lessor and the Trust are parties to that certain “Buyback Option Agreement” pursuant to which the Trust has granted to Boyne USA, Inc. the option to buy back from the Trust the Improvements and all of the rights and obligations under and pursuant to the Cypress Permit and Lessor has granted to Boyne USA, Inc. the option to buy back all of the related Personal Property, together with other assets purchased pursuant to the Asset Purchase Agreement subject to and on the terms and conditions set forth in the Buyback Option Agreement.

20. MISCELLANEOUS.

20.1. Limitation on Payment of Rent. All agreements between Lessor and Lessee herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Lessor under this Lease exceed the maximum permissible under Applicable Laws, and if, from any circumstance whatsoever, fulfillment of any provision of this Lease, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Lessor should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto, the amount which would be excessive shall be applied to the reduction of any installment of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Lease and any other agreements between Lessor and Lessee.

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20.2. No Waiver. No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

20.3. Remedies Cumulative. To the maximum extent permitted by law, and except as specifically waived herein, each legal, equitable or contractual right, power and remedy of Lessor, now or hereafter provided either in this Lease or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Lessor (as applicable) of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Lessor or Lessee of any or all of such other rights, powers and remedies. Notwithstanding the foregoing, in the event of a third party claim against Lessor resulting in a Lessor claim for indemnification from Lessee hereunder, any recovery by Lessor shall be limited such that (a) Lessor may not recover from Lessee for the same damage claim as the landlord under the Sub-permit has already recovered from Lessee, and (b) to the extent the third party claim is against both Lessor and the landlord under the Sub-permit in the same action or proceeding, Lessor may not recover for attorney fees for an attorney representing the Lessor separately from the Landlord under the Sub-Permit.

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20.4. Severability. Any clause, sentence, paragraph, section or provision of this Lease held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Lease, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Lease shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.

20.5. Acceptance of Surrender. No surrender to Lessor of this Lease or of the Personal Property or any part thereof or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Lessor and no act by Lessor or any representative or agent of Lessor, other than such a written acceptance by Lessor, shall constitute an acceptance of any such surrender.

20.6. No Merger of Title. It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Lease or of the interest created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly the Lessee’s interest under this Lease or the rights created hereby, and the Lessor’s rights in and to the Personal Property.

20.7. Quiet Enjoyment. Provided that no Event of Default shall have occurred and be continuing, Lessee shall peaceably and quietly have, hold and enjoy the Personal Property for the Term, free of hindrance or molestation by Lessor or anyone claiming by, through or under Lessor, but subject to (a) the terms and conditions of the Cypress Permit, the Sub-Permit and Lease Agreement and the VANOC Agreement, and (b) any Encumbrance permitted to be created by Lessor hereunder, (c) all Permitted Encumbrances, (d) Liens as to obligations of Lessor that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not

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materially interfere with Lessee’s ability to use the Personal Property in connection with the operation of the Cypress Premises, and (e) Liens that have been consented to in writing by Lessee. Except as otherwise provided in this Lease, no failure by Lessor to comply with the foregoing covenant shall give Lessee the right to cancel or terminate this Lease or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Lease, or to fail to perform any other obligation of Lessee hereunder.

20.8. Dispute Resolution. The Lessor and Lessee covenant and agree with each other as follows:

(a) if there is a dispute or disagreement between the parties in respect of any of the provisions of this Lease (other than payment of Rent or a Lessee default that in Lessor’s reasonable judgment requires specific performance or injunctive relief, or immediate dispossession in order to protect the value of Lessor’s reversionary interest in the Personal Property), which remains unresolved for a period of 30 days, each party will designate a senior manager or officer to review and make reasonable efforts to develop a workable resolution to the dispute or disagreement. The communications in any such attempts to settle shall be privileged in any subsequent proceedings or action, and the failure to arrive at a resolution shall give rise to no claim by either party, whether or not a party arguably failed to make a reasonable effort.

(b) Either party to a dispute or disagreement may at any time refer the dispute or disagreement, including a dispute or disagreement which is under an internal review under Section 20.8(b) for determination by arbitration in accordance with the following:

A. The arbitration will be conducted by a sole arbitrator agreed by the parties to the dispute unless the parties fail to agree on such sole arbitrator within ten (10) Business Days of the giving of the notice of arbitration or the parties agree that the arbitration should be conducted by a panel of three (3) arbitrators;

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B. if the parties fail to agree on a sole arbitrator pursuant to the above, or agree to have a panel of three (3) arbitrators conduct the arbitration:

(a) each party will promptly select an arbitrator and the two (2) arbitrators will then promptly select a third arbitrator;

(b) if either party fails to select an arbitrator within seven (7) Business Days of the notice of arbitration the arbitrator selected by the other party will act as the sole arbitrator;

(c) if the arbitrator selected by the parties fails to select a third arbitrator within ten (10) Business Days of the later of their appointments, either party may apply to the Supreme Court of British Columbia for the appointment of a third arbitrator;

C. The decision of a majority of the arbitrators or the sole arbitrator, as the case may be, including any decision as to costs, will be final and binding upon the parties but will not be a precedent in any subsequent arbitration under this Lease; and

D. Except as expressly provided herein, all arbitrations will be conducted according to the laws governing commercial arbitrations in British Columbia.

E. Any dispute referred to arbitration will be dealt with on an expeditious basis with both parties using all commercially reasonable efforts to obtain and implement a timely decision of the arbitrator or arbitrators.

20.9. No Recordation. Neither Lessor nor Lessee shall record this Lease or a notice thereof unless required by a Secured Party.

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20.10. Notices.

A. Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Lease shall be deemed adequately given if in writing and the same shall be delivered either in hand, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, post-paid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

B. All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Lease upon the date of receipt or refusal, except that whenever under this Lease a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

C. All such notices shall be addressed,

If to the Lessor: CNL Personal Property TRS ULC, a Nova Scotia unlimited liability company c/o CNL Lifestyle Properties, Inc. 450 S. Orange Avenue Orlando, Florida 32801 Attention: Tammie A. Quinlan, Executive Vice President and Chief Financial Officer Attn: Amy Sinelli, Vice President and Corporate Counsel Fax: 407-540-2544 Telephone: 407-650-1000

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With a copy to:	Lowndes, Drosdick, Doster, Kantor & Reed, P.A. 215 N. Eola Drive Orlando, Florida 32801 Attn: Michael Ryan, Esq. Fax: (407) 843-4444 Telephone: (407) 843-4600
If to Lessee to:	Cypress Bowl Recreation Limited Partnership Top of Cypress Bowl Road Cypress Provincial Park British Columbia Attn: General Manager Fax: (604) 926-9441 Telephone: (604) 926-5612
With a copy to, and otherwise if to Indemnifier, to:	Boyne USA, Inc. 1 Boyne Mountain Road P.O. Box 19 Boyne Falls, Michigan 49713 Attn: Roland Andreasson Fax: (231) 549-6094 Telephone: (231) 675-7241
and in either case, with a copy to:	Lawson Lundell LLP 1600-925 West Georgia Street Vancouver, BC V6C 3L2 Attn: Valerie C. Mann, Esq. Fax: (604) 669-1620 Telephone: (604) 685-3456

D. By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Lease to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within Canada or the United States of America.

20.11. Construction. Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Lessee or Lessor arising prior to any date of termination or expiration of this

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Lease with respect to the Cypress Premises or Personal Property shall survive such termination or expiration. Neither this Lease nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by all the parties thereto. All the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Each term or provision of this Lease to be performed by Lessee shall be construed as an independent covenant and condition. Time is of the essence with respect to the exercise of any rights of Lessee or Lessor under this Lease. Except as otherwise set forth in this Lease, any obligations arising prior to the expiration or sooner termination of this Lease (including without limitation, any monetary, repair and indemnification obligations) shall survive the expiration or sooner termination of this Lease; provided, however, that each party shall be required to give the other Notice of any such surviving and unsatisfied obligations within one year after the expiration or sooner termination of this Lease.

20.12. Limited Recourse. Anything contained in this Lease to the contrary notwithstanding, Lessee agrees and acknowledges that no party owning any stock of any corporation that is an affiliate of the Lessor (a “CIP Stockholder”) shall be personally liable, as a result of being a CIP Stockholder, for obligations of any kind , including, but not limited to, any debts, claims, liabilities, demands, or judgments, which arise, directly or indirectly, as a result of, or in connection with this Lease. This provision shall survive the Closing or termination of this Lease.

Anything contained in this Lease to the contrary notwithstanding, Lessor agrees and acknowledges that except for the Indemnifier pursuant to the Indemnity Agreement for the term thereof only, no party owning any stock or other security interest (including a limited partnership

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unit or ownership interest) of any corporation or partnership that is an Affiliate of the Lessee (a “CBRLP Stockholder”) shall be personally liable, as a result of being a CBRLP Stockholder, for obligations of any kind, including, but not limited to, any debts, claims, liabilities, demands, or judgments, which arise, directly or indirectly, as a result of, or in connection with this Lease. This provision shall survive the Closing or termination of this Lease.

20.13. Counterparts; Headings. This Lease may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Lease are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.

20.14. Entire Agreement. This Lease and any other written agreements between the parties hereto with respect to the subject matter hereof constitute the entire agreement between the Lessor and Lessee with respect to the subject matter hereof and there are no other representations, warranties, collateral warranties, agreements, collateral agreements, statements or assurances of any kind or nature whatsoever upon which any party is entitled to rely. This Lease may not be amended, modified or varied, except by a written agreement signed by all parties hereto. The terms of this Lease shall control in the event of any conflict with, and in the interpretation of, all provisions of the Asset Purchase Agreement or any term sheet or letter of intent related thereto.

20.15. Applicable Law, Etc. This Lease shall be interpreted, construed, applied and enforced in accordance with the laws of the Province, regardless of (a) where this Lease is executed or delivered; or (b) where

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any payment or other performance required by this Lease is made or required to be made; or (c) where any breach of any provision of this Lease occurs, or any cause of action otherwise accrues; or (d) where any action or other proceeding is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than the Province; or (g) any combination of the foregoing. To the maximum extent permitted by Applicable Law, any action to enforce, arising out of, or relating in any way to, any of the provisions of this Lease but subject to the provisions of section 20.8 which shall take precedence, may be brought and prosecuted in such court or courts located in the Province; and the parties consent to the jurisdiction of said court or courts located in the Province and to service of process by registered mail, return receipt requested, or by any other manner provided by law.

20.16. Right to Make Agreement. Each party warrants, with respect to itself, that neither the execution of this Lease, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the Term and any renewal and/or extension thereof the full right to enter into this Lease and perform its obligations hereunder.

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20.17. Indemnity of Lessee’s Performance. With respect to a period of four (4) calendar years from the Commencement Date, the Indemnitor shall be jointly and severally liable for the Lessee’s covenants and obligations in respect of the payment to Lessor of the Minimum Rent provided for herein, as provided for in and subject to the terms of the Indemnity.

20.18. Time. Time shall be of the essence of this Lease and in each and every part hereof.

20.19. Exculpation of Trustee. Notwithstanding anything express or implied in this Lease to the contrary, to the extent that a trust is or becomes Lessor hereunder (a “Trust”), the maximum liability of the trustees of said Trust under this Lease (including, without limitation, any liability for interest, costs, expenses and/or any other sums recoverable under this Lease) shall not exceed the value of the property held in the Trust from time to time and which is in the trustee’s possession or under its control as trustee of the Trust (and for greater certainty no other property of any other trust).

SIGNATURES ON NEXT PAGES

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IN WITNESS WHEREOF, the parties have executed this Lease as a sealed instrument as of the date above first written.

LESSEE CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP, by its General Partner, Cypress Bowl ULC
By:	/s/ Roland Andreasson
Name:	Roland Andreasson
Title:	Chief Financial Officer
LESSOR CNL PERSONAL PROPERTY TRS ULC, a Nova Scotia unlimited liability company
By:	/s/ Amy Sinelli
Name:	Amy Sinelli
Title:	Senior Vice President

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INDEMNIFIER [solely for Purposes of Section 20.17]
BOYNE USA, INC.
By:	/s/ Roland Andreasson
Name:	Roland Andreasson
Title:	Chief Financial Officer

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Exhibit “A”

Personal Property

[Intentionally Omitted]

Exhibit “B”

Permitted Encumbrances

[Intentionally Omitted]

Schedule 1.1A

Buyback Option Agreement

[Intentionally Omitted]

Schedule 1.1B

Related Tenants and Related Leases

[Intentionally Omitted]

Schedule 3.1B

CALCULATION OF PERCENTAGE RENT

[Intentionally Omitted]

EX-10.6

Exhibit 10.6

AMENDED AND RESTATED LOAN AGREEMENT

Dated as of March 2, 2012

by and among

CLP NORTHSTAR, LLC; CLP NORTHSTAR TRS CORP.;

CLP SIERRA, LLC; CLP SIERRA TRS CORP.;

CLP BRIGHTON, LLC; CLP BRIGHTON TRS CORP.;

CLP SNOQUALMIE, LLC; CLP SNOQUALMIE TRS CORP.;

CLP LOON MOUNTAIN, LLC; CLP LOON MOUNTAIN TRS CORP.;

CLP STEVENS PASS, LLC; and CLP STEVENS PASS TRS CORP.

(individually and collectively as the context may require, as “Borrower”)

and

CLP SKI II, LLC; CLP SKI III, LLC; CLP SKI IV, LLC;

CLP SKI HOLDING, LLC; and

CLP NORTHSTAR TRS PARENT, INC.

(individually and collectively as the context may require, as “Pledgor”)

and

CNL LIFESTYLE PROPERTIES, INC.

(as “Guarantor”)

and

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

(as “Lender”)

TABLE OF CONTENTS

			Page
ARTICLE 1	DEFINITIONS; PRINCIPLES OF CONSTRUCTION			4
Section 1.1		Definitions		4
Section 1.2		Location of Additional Defined Terms		23
Section 1.3		Principles of Construction		27
ARTICLE 2	THE LOAN			27
Section 2.1		The Original Loan; the New Loan		27
Section 2.2		Interest Rate		27
Section 2.3		Payments		27
ARTICLE 3	DEPOSITS			28
Section 3.1		Tax and Insurance Deposits		28
Section 3.2		Deposits Generally		29
ARTICLE 4	REPRESENTATIONS AND WARRANTIES			29
Section 4.1		Organization		29
Section 4.2		Authorization		30
Section 4.3		Enforceability		30
Section 4.4		Litigation		30
Section 4.5		Full and Accurate Disclosure		30
Section 4.6		Compliance		31
Section 4.7		ERISA		31
Section 4.8		Not Foreign Person		31
Section 4.9		Investment Company Act; Public Utility Holding Company Act		32
Section 4.10		Title to the Property, Equity Collateral; Liens		32
Section 4.11		Condemnation		32
Section 4.12		Utilities, Water Rights and Public Access		32
Section 4.13		Separate Lots		32
Section 4.14		Assessments		32
Section 4.15		Post Closing Obligations		33
Section 4.16		Physical Condition		33
Section 4.17		Title Insurance; UCC Insurance		33
Section 4.18		Leases and Rents		33
Section 4.19		Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws		34
Section 4.20		Organizational Chart		34
Section 4.21		Single-Purpose Entity		35
Section 4.22		Property Management		35
Section 4.23		Solvency; Fraudulent Conveyance		35
Section 4.24		Margin Regulations		35

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			Page
Section 4.25		Material Agreements		36
Section 4.26		Original Loan Application		36
Section 4.27		Acquisition Documentation		36
Section 4.28		Title Certificate		36
Section 4.29		Ownership and Operation		36
Section 4.30		Booth Creek Asset Purchase Agreement		39
Section 4.31		Brighton Asset Purchase Agreement		39
Section 4.32		Stevens Pass Asset Purchase Agreement		40
Section 4.33		Third Party Consents		40
Section 4.34		Property-Specific		41
ARTICLE 5	COVENANTS			41
Section 5.1		Compliance with Legal Requirements; Impositions and Other Claims; Contests		41
Section 5.2		Maintenance; Waste; Alterations		42
Section 5.3		Access to Property and Records		43
Section 5.4		Management of Property		43
Section 5.5		Financial and Other Reporting		43
Section 5.6		Northstar/Martis Camp Provisions		44
Section 5.7		Leases		46
Section 5.8		Place of Business; State of Organization		48
Section 5.9		Zoning; Joint Assessment		48
Section 5.10		Material Agreements		48
Section 5.11		ERISA		49
Section 5.12		Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws		49
Section 5.13		Individual Property Environmental Indemnities		50
Section 5.14		Vehicles		50
Section 5.15		Property-Specific Covenants		51
Section 5.16		Debt Service Reserve		51
Section 5.17		Pledged Letter of Credit; Pledge of Additional Cash Collateral		52
Section 5.18		Stevens Pass Security Deposit; Other Matters		53
ARTICLE 6	TRANSFERS AND CHANGE OF BUSINESS			54
Section 6.1		Transfer		54
Section 6.2		Other Indebtedness		56
Section 6.3		Chance In Business		56
ARTICLE 7	INSURANCE, CASUALTY, CONDEMNATION AND RESTORATION			56
Section 7.1		Property and Time Element Insurance		56
Section 7.2		Liability and Other Insurance		57
Section 7.3		Form of Policy		57
Section 7.4		Original Policies		58

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Section 7.5		General Provisions		58
Section 7.6		Waiver of Subrogation		58
Section 7.7		Restoration Proceeds		58
Section 7.8		Restoration		59
Section 7.9		Disbursement		61
ARTICLE 8	DEFAULTS			61
Section 8.1		Event of Default		61
Section 8.2		Remedies		64
Section 8.3		Remedies Cumulative		64
Section 8.4		Lender Appointed Attorney-In-Fact		65
Section 8.5		Lender’s Right to Perform		65
ARTICLE 9	ENVIRONMENTAL PROVISIONS			65
Section 9.1		Environmental Representations and Warranties		65
Section 9.2		Environmental Covenants		66
Section 9.3		Environmental Cooperation and Access		67
Section 9.4		Environmental Indemnity		67
Section 9.5		Duty to Defend		68
ARTICLE 10	SECONDARY MARKET TRANSACTIONS			68
Section 10.1		General		68
Section 10.2		Borrower and Pledgor Cooperation		69
Section 10.3		Dissemination of Information		69
Section 10.4		Change of Payment Date		69
Section 10.5		Register		69
Section 10.6		Borrower and Pledgor Indemnification		70
Section 10.7		Additional Financial Information		70
ARTICLE 11	EXCULPATION			71
ARTICLE 12	MISCELLANEOUS			71
Section 12.1		Survival		71
Section 12.2		Lender’s Discretion		72
Section 12.3		Governing Law; Venue		72
Section 12.4		Modification, Waiver in Writing		72
Section 12.5		Delay Not a Waiver		72
Section 12.6		Notices		73
Section 12.7		Trial By Jury		74
Section 12.8		Headings		74
Section 12.9		Severability		74
Section 12.10		Preferences		74
Section 12.11		Waiver of Notice		75
Section 12.12		Intentionally Omitted		75

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(continued)

			Page
Section 12.13		Exhibits Incorporated		75
Section 12.14		Offsets, Counterclaims and Defenses		75
Section 12.15		No Joint Venture or Partnership		75
Section 12.16		Waiver of Marshalling of Assets Defense		75
Section 12.17		Waiver of Counterclaim		76
Section 12.18		Construction of Documents		76
Section 12.19		Brokers and Financial Advisors		76
Section 12.20		Counterparts		76
Section 12.21		Certificates		76
Section 12.22		Reserved		77
Section 12.23		Bankruptcy Waiver		77
Section 12.24		Entire Agreement		77
Section 12.25		Liability and Indemnification		77
Section 12.26		Publicity		78
Section 12.27		Time of the Essence		79
Section 12.28		Taxes		79
Section 12.29		Further Assurances		79
Section 12.30		Certain Additional Rights of Lender (VCOC)		79
Section 12.31		Co-Lenders		80
ARTICLE 13	SPECIAL PROVISIONS			81
Section 13.1		Use of Terms		81
Section 13.2		Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets		81
Section 13.3		Joint and Several Liability		82
Section 13.4		Borrower Contribution		83
Section 13.5		Pledgor Contribution		85
Section 13.6		Partial Release.		88
Section 13.7		Substitution of Collateral		90
Section 13.8		Ground Leases.		94
Section 13.9		Forest Service Permits		99
ARTICLE 14	DUE ON SALE AND APPLICATION OF PROCEEDS			103
Section 14.1		Parent Debt Documents		103

SCHEDULES AND EXHIBITS
SCHEDULE A - Description of the Mortgages	SA-1
SCHEDULE 1A - Original Loan Documents	S1A-1
SCHEDULE 1B - Certain New Loan Documents	S1B-1
SCHEDULE 2 - Individual Properties	S2-1

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	Page
SCHEDULE 3 - Individual Borrower Equity Collateral	S3-1
SCHEDULE 4 - Individual Pledgor Equity Collateral	S4-1
SCHEDULE 4.4 - Litigation	S4.4-1
SCHEDULE 4.6 - Compliance	S4.6-1
SCHEDULE 4.13 - Separate Tax Lot	S4.13-1
SCHEDULE 4.18 - Interests that are not Subordinate to the Loan Documents	S4.18-1
SCHEDULE 4.18(d) - Possessory Interest(s) in Property	S4.18(d)-1
SCHEDULE 4.22 - Property Management	S4.22-1
SCHEDULE 4.28A - Bills of Sale – Original Borrower	S4.28A-1
SCHEDULE 4.28B - Bills of Sale – Stevens Pass	S4.28B-1
SCHEDULE 4.30(h) - Booth Creek APA Purchase Options	S4.30(h)-1
SCHEDULE 4.31(e) - Brighton APA Purchase Options	S4.31(e)-1
SCHEDULE 5 - Forest Service Permits	S5-1
SCHEDULE 5.2 - Third Party Operator Work	S5.2-1
SCHEDULE 5.16 - Debt Service Deposit	S5.16-1
SCHEDULE 6 - Material Agreements	S6-1
SCHEDULE 6.1 - Permitted Transfers	S6.1-1
SCHEDULE 7 - Acquisition Documentation	S7-1
EXHIBIT A - Organizational Chart of Borrower	A-1
EXHIBIT B - Intentionally omitted	B-1
EXHIBIT C - Definition of Single-Purpose Entity	C-1
EXHIBIT D - Additional Representations, Covenants, Negative Covenants and Events of Default Relating to each Individual Property	D-1
EXHIBIT E - Rent Roll	E-1

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AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT (as the same may from time to time hereafter be modified, supplemented or amended, this “Agreement”), dated as of March 2, 2012 (the “Closing Date”), is made by and among THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (together with its successors and assigns, “Lender”), CLP NORTHSTAR, LLC, a Delaware limited liability company, formerly known as CNL Income Northstar, LLC (“CLP Northstar”), CLP NORTHSTAR TRS CORP., a Delaware corporation, formerly known as CNL Income Northstar TRS Corp. (“Northstar TRS”, and together with CLP Northstar, “Northstar”), CLP SIERRA, LLC, a Delaware limited liability company, formerly known as CNL Income Sierra, LLC (“CLP Sierra”), CLP SIERRA TRS CORP., a Delaware corporation, formerly known as CNL Income Sierra TRS Corp. (“Sierra TRS”, and together with CLP Sierra, “Sierra”), CLP BRIGHTON, LLC, a Delaware limited liability company. formerly known as CNL Income Brighton, LLC (“CLP Brighton”), CLP BRIGHTON TRS CORP., a Delaware corporation (“Brighton TRS”, and together with CLP Brighton, “Brighton”), CLP SNOQUALMIE, LLC, a Delaware limited liability company, formerly known as CNL Income Snoqualmie, LLC (“CLP Snoqualmie”), CLP SNOQUALMIE TRS CORP., a Delaware corporation, formerly known as CNL Income Snoqualmie TRS Corp. (“Snoqualmie TRS”, and together with CLP Snoqualmie, “Snoqualmie”), CLP LOON MOUNTAIN, LLC, a Delaware limited liability company, formerly known as CNL Loon Mountain, LLC (“CLP Loon Mountain”), CLP LOON MOUNTAIN TRS CORP., a Delaware corporation, formerly known as CNL Income Loon Mountain TRS Corp. (“Loon Mountain TRS”, and together with CLP Loon Mountain, “Loon Mountain”), CLP STEVENS PASS, LLC, a Delaware limited liability company (“CLP Stevens Pass”), CLP STEVENS PASS TRS CORP., a Delaware corporation (“Stevens Pass TRS,” and, together with CLP Stevens Pass, collectively “Stevens Pass”) (Northstar, Sierra, Brighton, Snoqualmie and Loon Mountain are collectively referred to herein as “Original Borrower”; each of Northstar, Sierra, Brighton, Snoqualmie, Loon Mountain and Stevens Pass referred to herein as an “Individual Borrower” and collectively as “Borrower”), CLP SKI II, LLC, a Delaware limited liability company, formerly known as CNL Income Ski II, LLC (“Ski II Pledgor”), CLP SKI III, LLC, a Delaware limited liability company, formerly known as CNL Income Ski III, LLC (“Ski III Pledgor”), CLP SKI IV, LLC, a Delaware limited liability company, (“Ski IV Pledgor”), CLP SKI HOLDING, LLC, Delaware limited liability company, formerly known as CNL Income Ski Holding, LLC (“Ski Holding Pledgor”), CLP NORTHSTAR TRS PARENT, INC., a Delaware corporation, formerly known as CNL Income Northstar TRS Parent, Inc. (“Northstar Pledgor”) (Ski II Pledgor, Ski III Pledgor, Ski Holding Pledgor and Northstar Pledgor are collectively referred to herein as “Original Pledgor”; each of Ski II Pledgor, Ski III Pledgor, Ski IV Pledgor, Ski Holding Pledgor and Northstar Pledgor referred to herein as an “Individual Pledgor” and collectively as “Pledgor”), and CNL LIFESTYLE PROPERTIES, INC., a Maryland corporation, formerly known as CNL Income Properties, Inc. (“Guarantor”).

RECITALS

A. On March 23, 2007 (the “Original Closing Date”), Original Borrower obtained a loan (the “Original Loan”) from Lender in the aggregate principal amount of $111,500,000.00 (the “Original Loan Amount”). Lender, Original Borrower and Original Pledgor are the current parties to that certain Loan Agreement dated as of March 23, 2007 (the “Ski Loan Agreement”),

as the same has been amended pursuant to that certain First Amendment to Loan Agreement dated as of December 1, 2009 by and among Original Borrower, Original Pledgor, Guarantor and Lender (the “First Amendment”), that certain Second Amendment to Loan Agreement dated as of October 25, 2010 by and among Original Borrower, Original Pledgor, Guarantor, and Lender (the “Second Amendment”), that certain Third Amendment to Loan Agreement dated as of April 5, 2011 by and among Original Borrower, Original Pledgor, Guarantor, and Lender (the “Third Amendment”), and that certain Fourth Amendment to Loan Agreement dated as of June 3, 2011 by and among Original Borrower, Original Pledgor, Guarantor and Lender (the “Fourth Amendment” and, together with the Ski Loan Agreement, the First Amendment, the Second Amendment and the Third Amendment, collectively the “Original Loan Agreement”), which Original Loan Agreement governs certain of the terms and conditions of the Original Loan.

B. The Original Loan is also evidenced by that certain Promissory Note A-1 dated as of March 23, 2007, in the principal amount of Seventy-Eight Million and 00/100 Dollars ($78,000,000.00), made by Original Borrower and payable to the order of Lender, and that certain Promissory Note A-2 dated as of March 23, 2007, in the original principal amount of Thirty-Three Million Five Hundred Thousand and 00/100 Dollars ($33,500,000.00), made by Original Borrower and payable to the order of Lender (collectively, the “Original Note”, and the Original Note, together with all other documents, instruments and agreements now or hereafter evidencing or securing the repayment of, or otherwise pertaining to the Original Loan, being herein referred to collectively as the “Original Loan Documents”).

C. The Original Note is secured by, inter alia, those certain security instruments encumbering certain property described therein as set forth on Schedule A attached hereto and made a part hereof. The Northstar Mortgage, the Sierra Mortgage, the Brighton Mortgage, the Snoqualmie – King Mortgage, the Snoqualmie – Kittitas Mortgage, and the Loon Mountain Mortgage, as defined on Schedule A are hereinafter referred to individually and collectively as the “Original Mortgage”. The Sierra Pledge, the Brighton Pledge, the Snoqualmie Pledge, and the Loon Mountain Pledge, as defined on Schedule A are hereinafter referred to individually and collectively as the “Original Borrower Pledge Agreement”. The Ski II Pledge, the Ski III Pledge, the Ski Holding Pledge, and the Northstar Pledge, as defined on Schedule A are hereinafter referred to individually and collectively as the “Original Pledgor Pledge Agreement”.

D. As a material inducement to Lender in making the Loan to Original Borrower, Guarantor did execute and deliver to Lender (i) that certain Guaranty of Recourse Obligations dated as of March 23, 2007 (as amended and reaffirmed from time to time, the “Original Guaranty”), (ii) that certain ERISA Indemnity Agreement dated as of March 23, 2007 (as amended and reaffirmed from time to time, the “Original ERISA Indemnity”), and (iii) that certain Environmental Indemnity Agreement dated as of March 23, 2007 (as amended and reaffirmed from time to time, the “Original Environmental Indemnity”).

E. Pursuant to the Original Guaranty, the Original ERISA Indemnity, and the Original Environmental Indemnity, Guarantor made representations, warranties and covenants to Lender with respect to the performance of Guarantor, Original Borrower and Original Pledgor under the Original Guaranty, the Original ERISA Indemnity, the Original Environmental Indemnity, the Original Mortgage, the Original Borrower Pledge Agreement, the Original Pledgor Pledge Agreement, and the other Original Loan Documents.

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F. Borrower has requested that Lender make a loan to Borrower (the “New Loan”) in the aggregate original principal sum of Thirteen Million Three Hundred Thousand and 00/100 Dollars ($13,300,000.00) (the “New Loan Amount”).

G. The New Loan would be evidenced by that certain Promissory Note A-3 dated as of the date hereof, in the principal amount of Thirteen Million Three Hundred Thousand and 00/100 Dollars ($13,300,000.00), made by Borrower and payable to the order of Lender (the “New Note”, together with all other documents, instruments and agreements now or hereafter evidencing or securing the repayment of, or otherwise pertaining to the New Loan, being herein referred to collectively as the “New Loan Documents”).

H. The New Note would be secured by, among other things, that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Stevens Pass) dated as of the date hereof by Stevens Pass in favor of Lender encumbering the fee simple interest and leasehold estate in a 2,484 acre ski resort commonly known as Steven’s Pass and described more particularly therein (the “New Mortgage”), that certain Pledge and Security Agreement dated as of the date hereof by CLP Stevens Pass in favor of Lender (the “Stevens Pass Pledge”), that certain Pledge and Security Agreement dated as of the date hereof by Ski IV Pledgor in favor of Lender (the “Ski IV Pledge”) and that certain Pledge and Security Agreement dated as of the date hereof by Ski Holding Pledgor in favor of Lender (the “New Ski Holding Pledge” and, together with the Stevens Pass Pledge and the Ski IV Pledge, collectively, the “New Pledge Agreements”; CLP Stevens Pass, SKI IV Pledgor and SKI Holding Pledgor, as pledgors under the New Pledge Agreements, collectively, the “New Pledgor”).

I. In addition, Original Borrower, Original Pledgor and Guarantor have requested that Lender modify the terms of the Original Loan in certain respects, including, but not limited to, extending the maturity date of the Original Loan such that it is coterminous with the maturity date of the New Loan.

J. As a material inducement to Lender making the New Loan to Borrower and modifying the terms of the Original Loan as requested, Guarantor has agreed to execute and deliver to Lender (i) that certain Amended and Restated Guaranty of Recourse Obligations dated as of the date hereof (as amended and reaffirmed from time to time, the “Guaranty”), (ii) that certain Amended and Restated ERISA Indemnity Agreement dated as of the date hereof (as amended and reaffirmed from time to time, the “ERISA Indemnity”), and (iii) that certain Amended and Restated Environmental Indemnity Agreement dated as of the date hereof (as amended and reaffirmed from time to time, the “Environmental Indemnity”).

K. Lender is willing to make the New Loan to Borrower and to amend the Original Loan as requested by Original Borrower, Original Pledgor and Guarantor, provided that, among other things (i) Borrower shall act as co-maker of the New Note and Borrower, Pledgor, and Guarantor agree that the Original Loan and the New Loan shall be cross-defaulted and cross-collateralized with each other, (ii) each Original Mortgage shall be modified to provide that the such Original Mortgage shall secure both the Original Loan and the New Loan and all obligations of Borrower pursuant to the New Loan Documents, (iii) the New Loan Documents shall provide that the New Loan Documents will secure both the New Loan and the Original Loan and all obligations of Original Borrower pursuant to the Original Loan Documents and (iv)

3

all applicable parties shall execute such guaranties, contribution agreements, amendments and other instruments as Lender shall deem necessary to evidence the foregoing, in each case in accordance with the terms of this Agreement and all other documents, instruments and agreements required by Lender to be executed or delivered in connection with this Agreement and the New Loan.

L. Lender, Borrower, Pledgor, and Guarantor wish to enter into this Agreement in order to document the amendment and restatement in its entirety of the Original Loan Agreement in connection with the consummation of the New Loan and the cross-default and cross-collateralization described above, incorporate certain modifications to the Original Loan Agreement agreed to by the parties in prior amendments and new modifications to the Original Loan Agreement, the addition of Stevens Pass as a co-maker of the Original Note and the making of the New Loan and other matters as set forth herein, and Lender is willing to make the New Loan on the terms and conditions set forth in this Agreement and the other Loan Documents.

NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree to amend and restate the Original Loan Agreement in its entirety as follows:

ARTICLE 1

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions.

For all purposes of this Agreement and the other Loan Documents, the following terms shall have the following respective meanings. The location of additional defined terms is set forth in Section 1.2 below and in the Introductory Paragraph hereof and the Recitals:

“Acquisition Documentation” means, collectively, the Original Acquisition Documentation and the New Acquisition Documentation.

“Agreement Regarding Exercise of Rights” shall mean that certain Agreement Regarding Exercise of Rights, dated January 19, 2007, by and among CLP Northstar, Trimont Land Holdings, TPO Northstar and Northstar TRS.

“Affiliate” of any specified Person means any other Person Controlling, Controlled by or under common Control with such specified Person.

“Allocated Loan Amount” means, with respect to each Individual Property, the Allocated Loan Amount for such Individual Property set forth on Schedule 2 attached hereto, as such amounts shall be adjusted from time to time as hereinafter set forth (including Section 13.6(a)(v)). Upon each adjustment in the amount of the Principal Indebtedness due to the making of a prepayment of the Loan in accordance with the terms of the Loan Documents (other than pursuant to Section 13.6, which Section sets forth specifically how adjustments are made with respect to Property Releases) (including any amortization payment), each Allocated Loan Amount shall be decreased by an amount equal to the product of (i) the amount of such payment and (ii) a fraction, the numerator of which is the applicable Allocated Loan Amount (prior to the adjustment in question) and the denominator of which is the total of all Allocated Loan Amounts

4

(prior to the adjustment in question). Notwithstanding the foregoing sentence to the contrary, when the Indebtedness is reduced as the result of Lender’s receipt of proceeds with respect to a condemnation or Casualty affecting one hundred percent (100%) of any Individual Property, the Allocated Loan Amount for such Individual Property with respect to which the Insurance Proceeds or Condemnation Proceeds were received shall, at Lender’s discretion, be reduced to zero (such Allocated Loan Amount prior to reduction being referred to as the “Withdrawn Allocated Amount”), and each other Allocated Loan Amount shall, if the Withdrawn Allocated Amount exceeds such proceeds (such excess being referred to as the “Proceeds Deficiency”), be increased by an amount equal to the product of (1) the Proceeds Deficiency and (2) a fraction, the numerator of which is the applicable Allocated Loan Amount (prior to the adjustment in question) and the denominator of which is the aggregate of all of the Allocated Loan Amounts (prior to the adjustment in question) other than the Withdrawn Allocated Amount. The “Allocated Loan Amount” for any Substitute Property, following the occurrence of a Substitution, shall be the Allocated Loan Amount, as of the date of such Substitution, for the Individual Property replaced by such Substitute Property.

“BCRP” means BCRP Inc., a Delaware corporation, together with its permitted successors and assigns.

“Booth Creek APA” means that certain Asset Purchase Agreement, dated as of December 1, 2006, by and among TPO Northstar, TPO Snoqualmie, DRE, L.L.C., a Delaware limited liability company, TPO Loon Mountain, Loon Realty Corp, TPO Sierra, Booth Creek Resort Properties, and CLP Partners.

“Booth Creek Ski Group” means Booth Creek Ski Group, Inc, a Delaware corporation, together with its permitted successors and assigns.

“Booth Creek Ski Holdings” means Booth Creek Ski Holdings, Inc, a Delaware corporation, together with its permitted successors and assigns.

“Booth Creek Resort Properties” means Booth Creek Resort Properties, LLC a Delaware limited liability company, together with its permitted successors and assigns.

“Boyne” means Boyne USA, Inc., a Michigan corporation, together with its permitted successors and assigns.

“Brighton APA” that certain Asset Purchase Agreement dated as of January 9, 2007 by and among TPO Brighton and CLP Partners.

“Brighton Ground Lease” means that certain Lease dated July 23, 1992 between Royal and Boyne, as amended by that certain Addendum to Lease dated July 23, 1992, between Royal and Boyne, as assigned by Boyne to Brighton Resort, pursuant to that certain Assignment and Assumption of Lease between Boyne and Brighton dated as of December 28, 2000, as further assigned pursuant to that certain General Conveyance and Assignment of Agreements, Leases, Licenses, Permits, Plans, Contracts and Warranties between Brighton and CLP Brighton, dated as of January 9, 2007, which lease is evidenced by that certain Memorandum of Lease dated January 8, 2007, by and between Royal and CLP Brighton and recorded January 9, 2007, as Entry No. 9966748 in Book 9406, at Page 4350 of the Official Records of Salt Lake County, Utah.

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“Brighton Personal Property Lease” means that certain Personal Property Lease Agreement by and between Brighton TRS and TPO Brighton, dated as of January 9, 2007, as amended and restated in its entirety by that certain Amended and Restated Personal Property Lease Agreement dated as of August 10, 2009.

“Brighton Real Property Lease” means that certain Lease Agreement by and between CLP Brighton and TPO Brighton, dated as of January 9, 2007, as amended and restated in its entirety by that certain Amended and Restated Lease Agreement dated as of August 10, 2009.

“Brighton Resort” means Brighton Resort, LLC, a Michigan limited liability company, together with its permitted successors and assigns.

“Business Day” means any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business.

“Cash Management Agreement” means, collectively, the Existing Cash Management Agreements and the New Cash Management Agreement.

“Centex” means Centex Homes, d/b/a Centex Destination Properties, a Nevada general partnership, together with its permitted successors and assigns.

“Centex Operating Agreement” means that certain Operating Agreement among Centex, TPO Loon Mountain, and Loon Realty Corp. dated August 25, 2006 as assigned to CLP Loon Mountain pursuant to that certain Assignment and Assumption Agreement, dated January 19, 2007, by and among TPO Loon Mountain, Loon Realty Corp. and CLP Loon Mountain.

“Centex Mortgage” means that certain Mortgage Deed from Centex to Booth Creek Ski Group, dated September 14, 2006 and recorded in the Grafton County Registry of Deeds, Book 3326, Page 0078 and assigned by Booth Creek Ski Group, to TPO Loon Mountain by that certain Assignment of Mortgage dated November 22, 2006 and recorded in said Registry of Deeds, Book 3352, Page 0676, and further assigned by TPO Loon Mountain to CLP Loon Mountain, by that certain Assignment of Mortgage dated January 19, 2007 and recorded in said Registry of Deeds, Book 3371, Page 0556.

“CLP Affiliate” means, those entities which directly, or indirectly through various subsidiaries, are wholly owned by the Guarantor.

“CLP Partners” means CLP Partners, LP, a Delaware limited partnership, formerly known as CNL Income Partners, LP.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statutes thereto.

6

“Co-Lender” means the holder of any Note at any time, together with its successors and assigns.

“Control” (and terms correlative thereto) when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise.

“Crossing Agreement” means that certain Crossing Agreement by and between the New Hampshire Department of Transportation, TPO Loon Mountain, and Loon Realty Corp., dated August 17, 2006.

“Debt Service Coverage Ratio” shall mean the ratio, as reasonably determined by Lender, calculated by dividing (i) NOI by (ii) TADS.

“Dubois Settlement Agreement” means that certain Settlement Agreement, dated February 22, 2001, by and among Roland Dubois, an individual, TPO Loon Mountain, and Loon Realty Corp., as assigned to CLP Loon Mountain pursuant to that certain Assignment and Assumption Agreement by and among TPO Loon Mountain, Loon Realty Corp., and CLP Loon Mountain, dated January 19, 2007.

“Employee Housing Agreement” shall mean that certain Employee Housing Agreement dated September 22, 2000, between TPO Northstar and Northstar Mountain Properties, as assigned to CLP Northstar pursuant to that certain Assignment and Assumption of Assumed Contracts [Northstar Ski Resort] dated January 19, 2007, by TPO Northstar and CLP Northstar.

“Environmental Law” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances, relating to liability for or costs of other actual or threatened danger to human health or the environment, including the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and Recovery Act (including Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act.

“Environmental Reports” means, collectively, the Original Environmental Reports and the Stevens Pass Environmental Reports.

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“Equity Interests” means (a) partnership interests (general or limited) in a partnership; (b) membership interests in a limited liability company; (c) shares or stock interests in a corporation, and (d) the beneficial ownership interests in a trust.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended or re-codified from time to time, and the regulations promulgated thereunder.

“Essential Ski Property Deed of Trust” shall mean that certain Essential Ski Property Deed of Trust, Security Agreement and Fixture Filing dated September 22, 2000, by Trimont Land Holdings to TPO Northstar, as amended by that certain Collateral Assignment of Deed of Trust dated September 22, 2000, between TPO Northstar and Fleet National Bank, as amended by that certain Assumption Agreement dated September 22, 2000, between Trimont Land Holdings and Northstar Mountain Properties, as amended by that certain Deed of Partial Reconveyance dated February 4, 2002, by Placer Title Company, as trustee, as amended by that certain Deed of Partial Reconveyance dated August 7, 2003, by Placer Title Company, as trustee, as amended by that certain Modification of Deed of Trust dated November 13, 2002, among Northstar Mountain Properties, TPO Northstar and Fleet National Bank, as amended by that certain Modification and Spreader of Deed of Trust dated December 24, 2003, among Northstar Mountain Properties, TPO Northstar and Fleet National Bank, as amended by that certain Third Modification and Spreader of Deed of Trust dated May 30, 2003, among Northstar Mountain Properties, TPO Northstar and Fleet National Bank, as amended by that certain Fourth Modification and Spreader of Deed of Trust dated December 24, 2003, among Northstar Mountain Properties, TPO Northstar and Fleet National Bank, as amended by that certain Fifth Modification and Spreader of Deed of Trust dated December 24, 2003, among Northstar Mountain Properties, TPO Northstar and Fleet National Bank, as amended by that certain Sixth Modification and Spreader of Deed of Trust dated December 24, 2003, among Northstar Mountain Properties, TPO Northstar and Fleet National Bank, as amended by that certain Substitution of Trustee and Deed of Partial Reconveyance dated January 12, 2004, between U.S. Bank National Association and TPO Northstar, as amended by that certain First Priority Collateral Assignment of Deed of Trust dated May 31, 2005, between TPO Northstar and General Electric Capital Corporation, as amended by that certain Second Priority Collateral Assignment of Deed of Trust dated May 31, 2005, between TPO Northstar and The Bank of New York, as amended by that certain Assignment of Collateral Assignment of Deed of Trust dated July 7, 2005, by Bank of America, N.A., as successor-in-interest to Fleet National Bank, in favor of TPO Northstar, as amended by that certain Deed of Partial Reconveyance dated September 5, 2005, among TPO Northstar, General Electric Capital Corporation and The Bank of New York, as amended by that certain Deed of Partial Reconveyance dated December 19, 2005, among TPO Northstar, General Electric Capital Corporation and The Bank of New York, as amended by that certain Deed of Partial Reconveyance dated February 28, 2006, among TPO Northstar, General Electric Capital Corporation and The Bank of New York, as amended by that certain Seventh Modification and Spreader of Deed of Trust dated May 11, 2006, between Northstar Mountain Properties and TPO Northstar, as amended by that certain Eight Modification and Spreader of Deed of Trust dated August 28, 2006, between Northstar Mountain Properties and TPO Northstar, as amended by that certain Assignment of Deed of Trust dated January 19, 2007, by TPO Northstar in favor of CLP Northstar.

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“Existing Cash Management Agreements” means collectively, each of the following Cash Management Agreements dated as of April 5, 2011 (i) Cash Management Agreement (CLP Northstar), by and between CLP Northstar, as borrower, and Lender, as lender; (ii) Cash Management Agreement (Northstar TRS), by and between Northstar TRS, as borrower, and Lender, as lender; (iii) Cash Management Agreement (CLP Sierra), by and between CLP Sierra, as borrower, and Lender, as lender; (iv) Cash Management Agreement (Sierra TRS), by and between Sierra TRS, as borrower, and Lender, as lender; (v) Cash Management Agreement (CLP Brighton), by and between CLP Brighton, as borrower, and Lender, as lender; (vi) Cash Management Agreement (Brighton TRS), by and between Brighton TRS, as borrower, and Lender, as lender; (vii) Cash Management Agreement (CLP Snoqualmie), by and between CLP Snoqualmie, as borrower, and Lender, as lender; (viii) Cash Management Agreement (Snoqualmie TRS), by and between Snoqualmie TRS, as borrower, and Lender, as lender; (ix) Cash Management Agreement (CLP Loon Mountain), by and between CLP Loon Mountain, as borrower, and Lender, as lender; and (x) Cash Management Agreement (Loon Mountain TRS), by and between Loon Mountain TRS, as borrower, and Lender, as lender.

“Existing Environmental Indemnity Agreements” means the following agreements: (a) Environmental Indemnity Agreement dated January 19, 2007 by Booth Creek Ski Holdings, Booth Creek Resort Properties, TPO Snoqualmie, and CLP Snoqualmie, LLC; (b) Environmental Indemnity Agreement dated January 19, 2007 by Booth Creek Ski Holdings, Booth Creek Resort Properties, TPO Sierra, and CLP Sierra, as amended by that certain Release and Amendment of Environmental Indemnity Agreement dated as of October 25, 2010 by Booth Creek Ski Holdings, Booth Creek Resort Properties, TPO Sierra and CLP Sierra; (c) Environmental Indemnity Agreement dated January 19, 2007 by Booth Creek Ski Holdings, Booth Creek Resort Properties, TPO Loon Mountain, and CLP Loon Mountain; and (d) Environmental Indemnity Agreement dated January 19, 2007 by Booth Creek Ski Holdings, Booth Creek Resort Properties, TPO Northstar, and CLP Northstar, as amended by that certain Assignment, Assumption, Amendment and Release of Environmental Indemnity Agreement dated as of October 25, 2010 by Booth Creek Resort Properties, Booth Creek Ski Holdings, TPO Northstar, CLP Northstar and VR Acquisition, Inc.

“Fiscal Year” means the 12-month period ending on December 31 of each year or such other fiscal year of Borrower or Pledgor as Borrower or Pledgor may select from time to time with the prior written consent of Lender. Borrower and Pledgor shall have the same fiscal year.

“Forest Service Permits” means those permits issued by the USFS to the applicable Real Property Owner set forth on Schedule 5.

“Forest Service Land” means the real property described in the Forest Service Permits.

“Governmental Authority” means any national, federal, state, regional or local government, or any other political subdivision of any of the foregoing, in each case with jurisdiction over Borrower, Pledgor, the Equity Collateral, the Property (including the Forest Service Land), or any Person with jurisdiction over Borrower, Pledgor, the Equity Collateral, or the Property (including the Forest Service Land) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, but not limited to, the USFS.

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“Ground Lease” means individually and collectivity, as the context may require, each of (i) the Northstar Net Lease Agreement, (ii) the Brighton Ground Lease and (iii) the Loon Mountain Ground Lease.

“Guarantor” means CNL Lifestyle Properties, Inc., a Maryland corporation, formerly known as CNL Income Properties, Inc.

“Guaranty of Lease Agreement” means, collectively, (i) that certain Amended and Restated Guaranty of Lease Agreement and Release dated as of October 25, 2010, by Booth Creek Resort Properties, Booth Creek Ski Holdings and BCRP and accepted by Sierra and Northstar, and (ii) that certain Guaranty of Lease Agreement, dated as of October 25, 2010 by Booth Creek Ski Holdings, BCRP and VR Acquisition, Inc. in favor of Northstar.

“Hallisey Option Agreement” means that certain Hallisey Option Agreement, dated October 3, 2005, by and among Booth Creek Ski Group, TPO Loon Mountain, and Loon Realty Corp., as assigned to CLP Loon Mountain pursuant to that certain Assignment and Assumption Agreement, dated January 19, 2007, by and among TPO Loon Mountain, Loon Realty Corp. and CLP Loon Mountain/

“Hazardous Substance” means, without limitation, any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, toxic or hazardous wastes, toxic or hazardous substances, toxic or hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact on human health or the environment, including petroleum and petroleum products, mold or fungus, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives.

“Impositions”, means all ground rents and all taxes (including, without limitation, all real estate, ad valorem or value added, sales (including those imposed on lease rentals), use, single business, gross receipts, intangible transaction privilege, privilege, license or similar taxes), assessments (including, without limitation, to the extent not discharged prior to the Closing Date, all assessments for public improvements or benefits, whether or not commenced or completed within the term of the Loan), water, sewer or other rents and charges, excises, levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Property (including all interest and penalties thereon) and the Forest Service Land (including all interest and penalties thereon), which at any time prior to, during or in respect of the term hereof may be assessed or imposed on or in respect of or be a Lien upon (i) Borrower, Pledgor (including, without limitation, all income, franchise, single business or other taxes imposed on Borrower or Pledgor for the privilege of doing business in the jurisdiction in which the Property (including the Forest Service Land) is located, or Lender (including taxes resulting from future changes in law which impose upon Lender or any trustee an obligation to pay any property taxes or other taxes or

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which otherwise adversely affect Lender’s interests), (ii) the Property (including the Forest Service Land) or any part thereof, the Equity Collateral, or any part thereof, or (iii) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Property (including the Forest Service Land) or the leasing or use of the Property (including the Forest Service Land) or any part thereof, or the acquisition or financing of the acquisition of the Property (including the Forest Service Land) by Borrower or Pledgor. Without limitation of the foregoing, any such rents, taxes, assessments, fees or charges assessed, levied or imposed against the Borrower or the portion of the Property demised under the Brighton Ground Lease that arise out of or relate to the fact that such Property is not a separate tax lot, shall be deemed to be “Impositions” under the Loan Documents.

“Indebtedness,” unless otherwise specified, means collectively, at any given time, the Principal Indebtedness of the Original Loan and the New Loan, together with all accrued and unpaid interest thereon and all other obligations and liabilities due or to become due to Lender pursuant hereto or any of the other Loan Documents.

“Indemnified Party” means each of Lender, each of its Affiliates and their respective successors and assigns, any Person who is or will have been involved with the servicing of the Loan, Persons who may hold or acquire or will have held a full or partial interest in the Loan (including Investors, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) (including any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan or the collateral therefor), and the respective officers, directors, and employees, agents, Affiliates, successors and assigns of any and all of the foregoing.

“Indenture” means that certain Indenture, dated as of April 5, 2011, executed in connection with the Parent Debt and Related Guarantees, as the same may be amended and/or supplemented from time to time in accordance with the terms thereof.

“Leases” means all leases and other agreements or arrangements affecting the use or occupancy of all or any portion of the Property (including the Forest Service Land) now in effect or hereafter entered into (including all lettings, subleases, licenses, concessions, tenancies and other occupancy agreements covering or encumbering all or any portion of the Property or the Forest Service Land), together with any guarantees, supplements, amendments, modifications, extensions and renewals of the same.

“Legal Requirements” means (a) all statutes, laws, rules, orders, regulations, ordinances, judgments, orders, decrees and injunctions of Governmental Authorities affecting Borrower, Pledgor, the Loan Documents, the Property (including the Forest Service Land) or any part thereof, Equity Collateral or any part thereof, and all Permits, Forest Service Permits, and regulations relating thereto (including, without limitation, all Environmental Laws, the Fair Housing Act of 1988, as amended, and the Americans with Disabilities Act, and anything relating to zoning, land use, and building codes), (b) all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower or Pledgor, at any time in force affecting the Property (including the Forest Service Land) or any part thereof, (c) terms of any insurance policy maintained by or on behalf of Borrower, and (d) the organizational documents of Borrower or Pledgor.

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“Lien” means any mortgage, deed of trust, deed to secure debt, lien pledge, easement, restrictive covenant, hypothecation, assignment, security interest, conditional sale or other title retention agreement, financing lease having substantially the same economic effect as any of the foregoing, or financing statement or similar instrument.

“Loan” means individually and collectively, as the context may require, the Original Loan and the New Loan.

“Loan Documents” means, collectively, this Agreement and all other documents, agreements, instruments and certificates now or hereafter evidencing, securing or delivered to Lender in connection with the Original Loan or the New Loan, including without limitation the documents listed on Schedules 1A and 1B attached hereto, as each may be (and each of the defined terms shall refer to such documents as they may be) amended, restated, or otherwise modified from time to time.

“Loan to Value Ratio” means the ratio, as reasonably determined by Lender, of (i) the sum of the Indebtedness plus the amount of all other Liens on the Property and Equity Collateral to (ii) the fair market value of the Property.

“Loon Mountain Conceptual Approval Agreement” means that certain Conceptual Approval Agreement, dated August 25, 2006, by and among Loon Realty Corp., TPO Loon Mountain and Centex, as assigned to CLP Loon Mountain pursuant to that certain Assignment and Assumption Agreement, dated January 19, 2007, by and among Loon Realty Corp., TPO Loon Mountain and CLP Loon Mountain.

“Loon Mountain Easement Agreement” means that certain Amended and Restated Easement Agreement, dated August 25, 2006, by and among Centex, TPO Loon Mountain and Loon Realty Corp., as assigned to CLP Loon Mountain pursuant to that certain Assignment and Assumption Agreement, dated January 19, 2007, by and among Loon Realty Corp., TPO Loon Mountain and CLP Loon Mountain.

“Loon Mountain Ground Lease” means that certain Ground Lease with Lessee to Construct Improvements dated March 20, 2000, by and between Peter F. Govoni and Carol C. Govoni, as lessors and TPO Loon Mountain, as lessee, as evidenced by that certain Notice of Lease recorded with the Grafton County, New Hampshire Registry of Deeds at Book 2461, Page 540, as by assigned by TPO Loon Mountain to CLP Loon Mountain, pursuant to that certain Assignment and Assumption of Leases recorded March 7, 2007, in Book 3383, Page 857.

“Loon Mountain Personal Property Lease” means that certain Personal Property Lease Agreement by and between Loon Mountain TRS and TPO Loon Mountain, dated as of January 19, 2007, as amended by that certain First Amendment to Personal Property Lease Agreement dated as of October 5, 2007, as amended and restated in its entirety by that certain Amended and Restated Personal Property Lease Agreement dated as of August 10, 2009.

“Loon Mountain Pipeline Construction and Maintenance Agreement” means that certain Permitting and Pipeline Construction and Maintenance Agreement, dated June 29, 2006, by and among, TPO Loon Mountain and Town of Lincoln, New Hampshire, as assigned by TPO

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Loon Mountain to CLP Loon Mountain pursuant to that certain Assignment and Assumption of Assumed Contracts dated January 19, 2007, by and among Loon Mountain Recreation Corporation, Loon Realty Corp. and CLP Loon Mountain.

“Loon Mountain Real Property Lease” means that certain Lease Agreement by and between CLP Loon Mountain and TPO Loon Mountain, dated as of January 19, 2007, as amended by that certain First Amendment to Lease Agreement dated as of October 5, 2007, as amended and restated in its entirety by that certain Amended and Restated Lease Agreement dated as of August 10, 2009.

“Loon Realty Corp” means Loon Realty Corp., a New Hampshire corporation, together with its permitted successors or assigns.

“Losses” means any losses (including, without limitation, unrealized loss of value of the Property or the Equity Collateral), actual damages, reasonable costs, fees, expenses, claims, suits, actions, proceedings, judgments, awards, liabilities (including strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, foreseeable and unforeseeable consequential damages, litigation costs, attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs (including costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), of whatever kind or nature, and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or awards.

“Material Adverse Effect” means a material adverse effect upon (a) the business or financial position or results of operation of any Individual Borrower or any Individual Pledgor, (b) the ability of any Individual Borrower or any Individual Pledgor to perform, or of Lender to enforce, any of the Loan Documents, (c) the value, use or marketability of any Individual Property (including the Forest Service Land), or (d) the value, use or marketability of any Equity Collateral pledged by any Individual Pledgor.

“Material Agreement” means (i) those agreements set forth on Schedule 6 and Schedule 7 attached hereto and (ii) each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Property (including the Forest Service Land), other than the Leases, under which there is an obligation of Borrower or Pledgor which exceeds a value of more than $100,000 per annum.

“Mountaineers License” means that certain 2006-2007 Agreement, dated November 27, 2006, by and between The Mountaineers and Booth Creek Ski Holdings, as assigned by Booth Creek Ski Holdings to TPO Snoqualmie, as further assigned by TPO Snoqualmie to CLP Snoqualmie pursuant to that certain Assignment and Assumption dated as of January 19, 2007, between TPO Snoqualmie and CLP Snoqualmie.

“New Acquisition Documentation” means collectively the documents listed on Schedule 7 attached hereto under the heading “Stevens Pass Resort.”

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“New Cash Management Agreement” means collectively (i) that certain Cash Management Agreement dated as of the date hereof by and between CLP Stevens Pass, as borrower, and Lender, as lender and (ii) that certain Cash Management Agreement dated as of the date hereof by and between Stevens Pass TRS, as borrower, and Lender, as lender.

“New Stevens LLC” means New Stevens LLC, a Washington limited liability company.

“NOI” means the gross annual income realized from operations of the Property (including the Forest Service Land) for the applicable twelve (12) month period after subtracting all necessary and ordinary operating expenses (both fixed and variable) for that twelve (12) month period ((assuming for expense purposes only that the Property (including the Forest Service Land) is ninety-five percent (95%) leased and occupied if actual leasing is less than ninety-five percent (95%)), including, without limitation, utilities, administrative expenses, cleaning, landscaping, security, repairs, and maintenance, ground rent payments, management fees, reserves for replacements, real estate and other taxes, assessments and insurance, but excluding deduction for federal, state and other income taxes, debt service expense, depreciation or amortization of capital expenditures, and other similar non-cash items. Gross annual income shall be based on the cash actually received for the preceding twelve (12) months and projected income based on the leases in place for the next succeeding twelve (12) months, and ordinary operating expenses shall not be prepaid. Documentation of NOI and expenses shall be certified by an officer of Borrower with detail satisfactory to Lender and shall be subject to the approval of Lender.

“Northstar Agreement” means that certain Agreement dated March 2, 2005, among Sierra Watch, Mountain Area Preservation Foundation, Northstar Mountain Properties, Trimont Land Holdings, and TPO Northstar, as assigned to CLP Northstar pursuant to that certain Assignment and Assumption of Assumed Contracts [Northstar Ski Resort] dated January 19, 2007, by TPO Northstar and CLP Northstar.

“Northstar Assumption Agreement” means that certain Assumption Agreement dated September 22, 2000, between Trimont Land Holdings and Northstar Mountain Properties.

“Northstar Closing Letter” dated January 19, 2007, among TPO Northstar, TPO Snoqualmie, DRE L.L.C., TPO Loon Mountain, Loon Realty Corp., TPO Sierra., Booth Creek Resort Properties, CLP Partners, The Talon Group and BCRP.

“Northstar Easement” means that certain Easement Agreement dated September 22, 2000, between Trimont Land Holdings, as grantor and TPO Northstar, as grantee, as amended by that certain Assumption Agreement dated September 22, 2000, between Trimont Land Holdings and Northstar Mountain Properties, as amended by that certain Partial Release of Easement Agreement recorded December 18, 2001, between Northstar Mountain Properties and TPO Northstar, as amended by that certain First Amendment to Easement Agreement dated May 30, 2003, between Northstar Mountain Properties and TPO Northstar, as amended by that certain Partial Release of Easement Agreement dated July 9, 2003, between Northstar Mountain Properties and TPO Northstar, as amended by that certain Second Amendment to Easement Agreement dated December 24, 2003, between Northstar Mountain Properties and TPO

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Northstar, as amended by that certain Third Amendment to Easement Agreement dated December 24, 2003, between Northstar Mountain Properties and TPO Northstar, as amended by that certain Fourth Amendment to Easement Agreement dated December 24, 2003, between Northstar Mountain Properties and TPO Northstar, as amended by that certain Fifth Amendment to Easement Agreement dated December 24, 2003, between Northstar Mountain Properties and TPO Northstar, as amended by that certain Partial Assignment and Assumption of Agreements relating to the Village-at-Northstar (Stage 1 of Phase I) dated October 26, 2004, between Northstar Mountain Properties and Northstar Iron Horse, LLC, as amended by that certain Sixth Amendment to Easement Agreement dated January 12, 2005, among Northstar Mountain Properties, Northstar Iron Horse, LLC and TPO Northstar, as amended by that certain Partial Assignment and Assumption of Agreements relating to the Village-at-Northstar (Stage 2 of Phase I) dated October 26, 2005, between Northstar Mountain Properties and Northstar Big Horn, LLC, as amended by that certain Seventh Amendment to Easement Agreement dated October 26, 2005, among Northstar Mountain Properties, Northstar Big Horn, LLC and TPO Northstar, as amended by that certain Partial Release of Easement Agreement (Releasing the Day Lodge Parcel) dated March 2, 2006, between Northstar Mountain Properties and TPO Northstar, as amended by that certain Eighth Amendment to Easement Agreement recorded July 14, 2006, between Northstar Mountain Properties and TPO Northstar.

“Northstar Letter Agreement” means that certain Letter Agreement Re: Future Capital Improvements dated January 19, 2007, among CLP Northstar, TPO Northstar and Booth Creek Ski Group, Inc.

“Northstar/Martis Camp Ski Improvement Agreement” means that certain Ski Improvement Agreement, dated as of June 10, 2007, by and among DMB/Highlands Group, LLC, an Arizona limited liability company, TPO Northstar and CLP Northstar, as the same may be hereafter amended or modified.

“Northstar/Martis Camp Ski Improvement Easement Agreement” means that certain Easement Agreement (Ski Improvements), by and among DMB/Highlands Group, LLC, an Arizona limited liability company, and CLP Northstar, as the same may be hereafter amended or modified.

“Northstar/Martis Camp Ski Services Agreement” means that certain Ski Services Agreement, dated as of June 10, 2007, by and among DMB/Highlands Group, LLC, an Arizona limited liability company, TPO Northstar and CLP Northstar, as the same may be hereafter amended or modified.

“Northstar/Martis Camp Settlement Agreement” means that certain Settlement and Development Agreement, dated as of January 30, 2008, by and among CLP Northstar, TPO Northstar, Northstar Mountain Properties, Porcupine Hill Estates, LLC, NMP Holdings, LLC, and East West Resort Development V, L.P., L.L.L.P., as the same may be hereafter amended or modified.

“Northstar Mountain Properties” means Northstar Mountain Properties, LLC, a Delaware limited liability company, together with its successors and assigns.

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“Northstar Net Lease Agreement” means that certain Net Lease Agreement dated September 22, 2000, between TPO Northstar, as tenant, and Trimont Land Holdings, as landlord, as amended by that certain Assumption Agreement dated September 22, 2000, between Trimont Land Holdings and Northstar Mountain Properties, as amended by that certain First Amendment to Net Lease Agreement dated December 30, 2003, between TPO Northstar and Northstar Mountain Properties, as amended by that certain Second Amendment to Net Lease Agreement dated December 30, 2003, between TPO Northstar and Northstar Mountain Properties, as amended by that certain Partial Assignment and Assumption of Agreements relating to the Village-at-Northstar (Stage 1 of Phase I) dated October 26, 2004, between Northstar Mountain Properties and Northstar Iron Horse, LLC, as amended by that certain Partial Termination, Assignment and Assumption of Net Lease dated January 12, 2005, among Northstar Mountain Properties, Northstar Iron Horse, LLC, Trimont Land Holdings and TPO Northstar, as amended by that certain Partial Termination of Net Lease dated September [    ], 2005, between Northstar Mountain Properties and TPO Northstar, as amended by that certain Partial Assignment and Assumption of Agreements relating to the Village-at-Northstar (Stage 2 of Phase I) dated October 26, 2005, between Northstar Mountain Properties and Northstar Big Horn, LLC, as amended by that certain Partial Termination of Net Lease dated October 26, 2005, between Northstar Big Horn, LLC and TPO Northstar, as amended by that certain Subordination, Non-Disturbance and Attornment Agreement dated October 26, 2005, between TPO Northstar and JPMorgan Chase Bank, N.A., as amended by that certain Partial Termination of Net Lease dated March 2, 2006, between Northstar Mountain Properties and TPO Northstar, as assigned by TPO Northstar to CLP Northstar, pursuant to the Assignment and Assumption of Net Lease Agreement dated January 19, 2007, between TPO Northstar and CLP Northstar.

“Northstar Personal Property Lease” means that certain Personal Property Lease Agreement by and between Northstar TRS and TPO Northstar, dated as of January 19, 2007, as amended by that certain First Amendment to Personal Property Lease Agreement effective as of November 1, 2008, as further amended by that certain Second Amendment to Personal Property Lease Agreement dated as of August 1, 2009, and as amended and restated in its entirety by that certain Amended and Restated Personal Property Lease Agreement dated as of October 25, 2010.

“Northstar Real Property Lease” means that certain Lease Agreement by and between CLP Northstar and TPO Northstar, dated as of January 19, 2007, as amended by that certain First Amendment to Lease Agreement dated as of June 10, 2007, as further amended by that certain Second Amendment to Lease Agreement dated as of November 15, 2007, as further amended by that certain Third Amendment to Lease Agreement, dated as of November 15, 2007, as further amended by that certain Fourth Amendment to Lease Agreement effective as of November 1, 2008, as further amended by that certain Fifth Amendment to Lease Agreement dated as of August 1, 2009, and as amended and restated in its entirety by that certain Amended and Restated Personal Property Lease Agreement dated as of October 25, 2010, as amended by that certain First Amendment to Amended and Restated Lease Agreement dated as of August 17, 2011.

“Northstar Settlement Agreement” dated January 16, 2007, between TPO Northstar and Ski Trails Condominium Owners’ Association, as assigned to CLP Northstar pursuant to that certain Assignment and Assumption of Assumed Contracts [Northstar Ski Resort] dated January 19, 2007, by TPO Northstar and CLP Northstar.

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“Original Acquisition Documentation” means collectively the documents listed on Schedule 7 attached hereto under the headings “Common Documents: Northstar at Tahoe, Sierra at Tahoe, Summit at Snoqualmie and Loon Mountain Resort,” “Sierra at Tahoe,” “Summit at Snoqualmie,” “Loon Mountain,” and “Brighton Ski Resort.”

“Original Closing Date” means March 23, 2007.

“Original Environmental Reports” means the following reports: (a) Phase I Environmental Site Assessment (12/18/06) by ECS-Florida, LLC, prepared for CNL Income Corp.; (b) Final Environmental Impact Statement, Volume 1 (10/99), for the Brighton Ski Resort Master Development Plan Update, prepared by U.S. Department of Agriculture, Forest Service and Bear West Consulting Team; (c) Environmental Review of Booth Creek Ski Holdings, Inc., Northstar-at-Tahoe (12/06; revised 3/07) by Environ International Corp. for CNL Income Corp.; (d) Environmental Review of Six Ski Resort Areas Owned by Booth Creek Ski Holdings, Inc. (5/04) by Environ International Corp. for Booth Creek Ski Holdings, Inc.; (e) Draft Environmental Review Update of Six Ski Resort Areas Owned by Booth Creek Ski Holdings, Inc. (5/05) by Environ International Corp, for General Electric Commercial & Industrial Finance; (f) Environmental Review of Booth Creek Ski Holdings, Inc., Loon Mountain (12/06) by Environ International Corporation for CNL Income Corp.; (g) Phase I Environmental Site Assessment, 43.83 Acre Property, Cox Farm Access Road, Grafton County, New Hampshire (2/28/07) by ECS-Florida, LLC; (h) Environmental Review of Booth Creek Ski Holdings, Inc., Sierra-at-Tahoe (12/06) by Environ International Corporation for CNL Income Corp.; (i) Environmental Review of Booth Creek Ski Holdings, Inc., The Summit at Snoqualmie (12/06) by Environ International Corporation for CNL Income Corp; and (j) 43.85 Acre Cox Farm Access Road Property Limited Regulatory Compliance Review dated March 1, 2007 prepared by ECS Florida LLC.

“Original Loan Application” means that certain First Mortgage Loan Application by and among Lender and the Original Real Property Owners, dated as of February 22, 2007.

“Original Real Property Owner” means individually and collectively, as the context may require, each of (a) CLP Northstar, (b) CLP Sierra, (c) CLP Brighton, (d) CLP Snoqualmie and (e) CLP Loon Mountain.

“Parent” means Guarantor.

“Parent Debt and Related Guarantees” means up to an aggregate amount of Four Hundred Million and 00/100 Dollars ($400,000,000.00) of senior notes issued by Parent in a private offering through Jefferies & Company, Inc., Merrill Lynch, Pierce Fenner & Smith Incorporated, Fifth Third Securities, Inc., BB&T Capital Markets and Morgan Keegan & Company, Inc., as initial purchasers, which notes are fully and unconditionally guaranteed by Original Borrower together with certain Affiliates of Original Borrower.

“Parent Debt Documents” means the Indenture and other documents evidencing the Parent Debt and Related Guarantees.

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“Permitted Encumbrances” means, (a) with respect to the Property, collectively, (i) the Lien created by the Loan Documents, (ii) all Liens and other matters disclosed in the title insurance policy insuring the Mortgage, or any part thereof which have been approved by Lender, (iii) Liens, if any, for Impositions imposed by any Governmental Authority not yet due or delinquent, and (iv) such governmental, public utility and private restrictions, covenants, reservations, easements, licenses or other agreements of an immaterial nature which may be granted by Borrower after the Closing Date, (v) Leases approved by Lender in accordance with the Loan Documents, (vi) any Permitted Transfers or easements required under the TPO Lease or described on Schedule 6.1, and (vii) subdivision plats as may be required under and subject to any TPO Lease or Acquisition Documentation, (b) with respect to the Equity Collateral, collectively the Liens created by the Loan Documents.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association, or any other entity, any Governmental Authority, and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property Owner” means individually and collectively, as the context may require, each of (a) Northstar TRS, (b) Sierra TRS, (c) Brighton TRS, (d) Snoqualmie TRS, (e) Loon Mountain TRS and (f) Stevens Pass TRS.

“Plum Creek” means Plum Creek Timberlands, L.P., a Delaware limited partnership, together with its permitted successors or assigns.

“Plum Creek License” means that certain Permit No. 890-5.06-2007 dated December 18, 2006 by Plum Creek in favor of TPO Snoqualmie, as assigned by TPO Snoqualmie to CLP Snoqualmie pursuant to that certain Assignment and Assumption of Permit No. 890-5.06-2007 dated March 6, 2007, between TPO Snoqualmie and CLP Snoqualmie.

“Plum Creek Option Agreement” means that certain Option and Purchase and Sale Agreement No. 560-5.06-0160 dated as of May 11, 2006 by and among Plum Creek Timberlands, L.P., a Delaware limited partnership, successor by merger to Plum Creek Timber Company, L.P. (“Plum Creek Optionor”), and Ski Lifts, Inc. (“Ski Lifts”), a Washington corporation (the “Plum Creek Option”), which Plum Creek Option was assigned by Ski Lifts to Snoqualmie pursuant to that certain Assignment and Assumption of Option and Purchase and Sale Agreement No. 560-5.06-0160 dated as of December 19, 2006 between Ski Lifts and CLP Snoqualmie, as amended by that certain Amendment No. 1 dated April 24, 2008.

“Pooling Agreement” means that certain Pooling Agreement dated January 19, 2007, by and among CLP Northstar, CLP Sierra, CLP Snoqualmie, CLP Loon Mountain, TPO Northstar, TPO Sierra, TPO Snoqualmie, TPO Loon Mountain, BCRP, Booth Creek Resort Properties and Book Creek Ski Holdings, as amended by that certain First Amendment to Pooling Agreement dated as of August 1, 2009, by and among CLP Northstar, CLP Sierra, TPO Northstar, TPO Sierra, BCRP, Booth Creek Resort Properties and Booth Creek Ski Holdings.

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“Principal Indebtedness” means, as applicable with respect to the Original Loan and the New Loan, the principal amount of such Loan outstanding as the same may be increased or decreased, as a result of prepayment or otherwise, from time to time.

“Prior Taxes” shall have the meaning set forth in that certain Real Estate Tax Indemnification Agreement, by and among CLP Partners, CLP Brighton and Brighton Resort, dated as of January 9, 2007.

“Proceeds Deficiency” has the meaning set forth in the definition of “Allocated Loan Amount”.

“Property Option Agreement” shall mean that certain Non-Residential Property Option Agreement dated September 22, 2000, between Northstar Mountain Properties and Trimont Land Holdings, as amended by that certain Partial Release of Memorandum of Agreement for Purchase and Sale of Real Property recorded December 18, 2001, between Northstar Mountain Properties and Trimont Land Holdings, as amended by that certain Amendment of Non-Residential Property Option Agreement dated May 30, 2003, between Northstar Mountain Properties and Trimont Land Holdings, as amended by that certain Second Amendment to Non-Residential Property Option Agreement dated December 24, 2003, between Northstar Mountain Properties and Trimont Land Holdings, as amended by that certain Third Amendment to Non-Residential Property Option Agreement dated December 24, 2003, between Northstar Mountain Properties and Trimont Land Holdings, as amended by that certain Fourth Amendment to Non-Residential Property Option Agreement dated December 24, 2003, between Northstar Mountain Properties and Trimont Land Holdings, as amended by that certain Fifth Amendment to Non-Residential Property Option Agreement dated December 24, 2003, between Northstar Mountain Properties and Trimont Land Holdings, as amended by that certain Partial Assignment and Assumption of Agreements relating to the Village-at-Northstar (Stage I of Phase I) dated October 26, 2004, between Northstar Mountain Properties and Northstar Iron Horse, LLC, as amended by that certain Release dated January 12, 2005, by Trimont Land Holdings and Northstar Iron Horse, LLC, as amended by that certain Partial Release of Non-Residential Property Option Agreement (Releasing the Day Lodge Parcel) dated March 2, 2006, between Northstar Mountain Properties and Trimont Land Holdings, as amended by that certain Partial Release of Non-Residential Property Option Agreement dated November 20, 2006, between Northstar Mountain Properties and Trimont Land Holdings, as amended by that certain Partial Assignment and Assumption of Agreements Relating to Trailside Townhomes dated August 29, 2006, between Northstar Mountain Properties and Northstar Trailside Townhomes, LLC, as amended by that certain Partial Release of Non-Residential Property Option Agreement dated October 25, 2006, between Northstar Mountain Properties and Trimont Land Holdings, as assigned by that certain Assignment and Assumption of non-Residential Property Option Agreement dated January 19, 2007, among Trimont Land Holdings, TPO Northstar and CLP Northstar.

“Rating Agencies” means Fitch, Inc., Moody’s Investors Service, Inc., S&P, and Dominion Bond Rating Service Limited or any successor thereto, and any other nationally recognized statistical rating organization to the extent that any of the foregoing have been or will be engaged by Lender or its designees in connection with or in anticipation of a Secondary Market Transaction (each, individually, a “Rating Agency”).

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“Real Property Owner” means individually and collectively, as the context may require, each of (a) CLP Northstar, (b) CLP Sierra, (c) CLP Brighton, (d) CLP Snoqualmie, (e) CLP Loon Mountain and (f) CLP Stevens Pass.

“Resolution Agreement” means that certain Lease and Loan Default Resolution and Forbearance Agreement dated as of August 1, 2009, by and among Northstar, Sierra, CNL Income Northstar Commercial, LLC, CLP Partners, TPO Northstar, TPO Sierra, Northstar Group Commercial Properties, LLC, Booth Creek Ski Holdings, Inc., BCRP, Inc., Booth Creek Resort Properties, LLC, Mount Cranmore Ski Resort, Inc., Porcupine Hill Estates, LLC, Gillett Resorts, LLC and CB Management Co. LLC, as the same may be amended from time to time.

“Release” with respect to any Hazardous Substance includes but is not limited to any presence, release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances.

“Remediation” includes but is not limited to any activity to (a) clean up, detoxify, decontaminate, disinfect, contain, treat, remove, respond to, correct, dispose of, transport, or otherwise remediate, prevent, cure or mitigate any Release of any Hazardous Substance; any action to comply with any Environmental Laws or with any permits issued pursuant thereto; or (b) inspect, investigate, study, monitor, assess, audit, sample, test, or evaluate any actual, potential or threatened Release of Hazardous Substances.

“Royal” means Royal Street Land Company, a Utah corporation, together with its permitted successors or assigns.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“Sierra Personal Property Lease” means that certain Personal Property Lease Agreement by and between Sierra TRS and TPO Sierra, dated as of January 19, 2007, as amended by that certain First Amendment to Personal Property Lease Agreement effective as of November 1, 2008, as further amended by that certain Second Amendment to Personal Property Lease Agreement dated as of August 1, 2009, and as amended and restated in its entirety by that certain Amended and Restated Personal Property Lease Agreement dated as of October 25, 2010.

“Sierra Real Property Lease” means that certain Lease Agreement by and between CLP Sierra and TPO Sierra, dated as of January 19, 2007, as amended by that certain First Amendment to Lease Agreement effective as of November 1, 2008, as further amended by that certain Second Amendment to Lease Agreement dated as of August 1, 2009, and as amended and restated in its entirety by that certain Amended and Restated Lease Agreement dated as of October 25, 2010.

“Snoqualmie Licenses” means individually and collectively, as the context may require, each of (i) the Plum Creek License and (ii) the Mountaineers License.

“Snoqualmie Personal Property Lease” means that certain Personal Property Lease Agreement by and between Snoqualmie TRS and TPO Snoqualmie, dated as of January 20,

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2007, as amended by that certain First Amendment to Personal Property Lease Agreement dated as of October 5, 2007, as amended and restated in its entirety by that certain Amended and Restated Personal Property Lease Agreement dated as of August 10, 2009.

“Snoqualmie Real Property Lease” means that certain Lease Agreement by and between CLP Snoqualmie and TPO Snoqualmie, dated as of January 20, 2007, as amended by that certain First Amendment to Lease Agreement dated as of October 5, 2007, as further amended by that certain Second Amendment to Lease Agreement dated as of May 9, 2008, as amended and restated in its entirety by that certain Amended and Restated Lease Agreement dated as of August 10, 2009.

“Stevens Pass APA” means that certain Asset Purchase Agreement, dated as of October 12, 2011, by and among New Stevens LLC, as seller, and CLP Partners, as purchaser.

“Stevens Pass Environmental Issues” means those issues associated with the ongoing remediation activities related to the underlying petroleum hydrocarbon contamination previously identified at the Stevens Pass Vehicle Maintenance and Former Mini Mart location, described more particularly in the Stevens Pass Environmental Reports.

“Stevens Pass Environmental Reports” means collectively the following reports: the Draft Phase I Environmental Site Assessment, prepared by ECS Florida, LLC, dated, April 2010, the Draft Phase II Environmental Site Investigation Report, prepared by Sound Environmental Strategies dated May, 2010, Remedial Investigation Report prepared by SLR International Corp., dated, August, 2010, the Draft Remedial Action Work Plan, prepared by SLR International Corp., dated, February, 2011 and the Proposed Revisions to Draft Remedial Action Work Plan prepared by SLR International Corp., dated, August, 2011; the Opinion Pursuant to WAC 173-340-515(5) on Draft Remedial Action Work Plan, issued by the State of Washington Department of Ecology and dated August 18, 2011.

“Stevens Pass Personal Property Lease” means that certain Personal Property Lease Agreement by and between Stevens Pass TRS, as Landlord, and TPO Stevens Pass, as Tenant, dated as of November 17, 2011.

“Stevens Pass Real Property Lease” means that certain Real Property Lease Agreement by and between CLP Stevens Pass, as Landlord, and TPO Stevens Pass, as Tenant, dated as of November 17, 2011.

“TADS” shall mean the aggregate debt service payments for any given calendar year on the Loan and on all other indebtedness secured, or to be secured, by any part of the Property.

“Third Party Operators” means individually and collectively, as the context may require, each of (a) TPO Northstar, (b) TPO Sierra, (c) TPO Brighton, (d) TPO Snoqualmie, (e) TPO Loon Mountain and (f) TPO Stevens Pass.

“TPO Brighton” means Brighton Resort, LLC, a Michigan limited liability company, together with its permitted successors or assigns.

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“TPO Leases” means individually and collectively, as the context may require, each of (a) TPO Personal Property Leases, (b) the TPO Real Property Leases, (c) any other Lease entered into by Borrower with any Third Party Operator and (d) any Lease entered into by Borrower with any Person demising a material portion of any Individual Property.

“TPO Loon Mountain” means Loon Mountain Recreation Corporation, a New Hampshire corporation, together with its permitted successors or assigns.

“TPO Northstar” means Trimont Land Company, a California corporation, together with its permitted successors or assigns.

“TPO Personal Property Leases” means individually and collectively, as the context may require, each of (a) Northstar Personal Property Lease, (b) Sierra Personal Property Lease, (c) Brighton Personal Property Lease, (d) Snoqualmie Personal Property Lease, (e) Loon Mountain Personal Property Lease, and (f) Stevens Pass Personal Property Lease.

“TPO Real Property Leases” means individually and collectively, as the context may require, each of (a) Northstar Real Property Lease, (b) Sierra Real Property Lease, (c) Brighton Real Property Lease, (d) Snoqualmie Real Property Lease, (e) Loon Mountain Real Property Lease and (f) Stevens Pass Real Property Lease.

“TPO Snoqualmie” means Ski Lifts, Inc., a Washington corporation, together with its permitted successors or assigns.

“TPO Sierra” means Sierra-at-Tahoe, Inc., a Delaware corporation, together with its permitted successors or assigns.

“TPO Stevens Pass” means Stevens Pass Mountain Resort, LLC, a Delaware limited liability company, together with its permitted successors or assigns.

“Trademark License Agreement” means that certain Trademark License Agreement by and between TPO Loon Mountain and Centex dated October 3, 2005 and assigned by that certain Assignment and Assumption of Assumed Contracts by and between TPO Loon Mountain, Loon Realty Corp., and CLP Loon Mountain, dated as of January 19, 2007.

“Transfer” means (a) any conveyance, transfer, sale, Lease entered into by Borrower, assignment, disposition, divestiture of title to, conveyance of security title to, or Lien, whether by operation of law or otherwise (and in any manner or way, whether voluntary or involuntary or otherwise), of, on or affecting (i) all or any portion of the Property or the Equity Collateral, or (ii) any direct or indirect interest (whether legal, beneficial or otherwise) in Borrower or Pledgor or any Person that has the right to participate in the control of the management or operations of Borrower or Pledgor (including any profit interest or the issuance of any new direct or indirect interest, whether legal, beneficial or otherwise, in Borrower or Pledgor) or all or any portion of the Property (except for Third Party Operator and any sublessee, concessionaire, or other Person with whom Third Party Operator has entered into a contract, agreement or Lease), and (b) any direct or indirect change in Control of Borrower or Pledgor or any Person that has the right to participate in the control of the management or operations of Borrower or Pledgor, and “Transfers” shall include, without limitation, (A) any merger,

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consolidation, sale, transfer, assignment or dissolution involving all or substantially all of the assets of Borrower or Pledgor or any general partner or managing member of Borrower or Pledgor; (B) any Lien to secure financing, indebtedness or otherwise; (C) if Borrower or Pledgor is a partnership, in the event of the conversion of any general partnership interest in Borrower or Pledgor to a limited partnership interest; (D) if Borrower or Pledgor is a partnership, in the event of any change, removal, or resignation of any general partner of Borrower or Pledgor; (E) if Borrower or Pledgor is a limited liability company, in the event of any change, removal, addition, or resignation of a managing member (or if no managing member, any member) of Borrower or Pledgor or (F) any unsecured debt in contravention of this Agreement.

“Trimont Land Holdings” means Trimont Land Holdings, Inc., a Delaware corporation, together with its permitted successors or assigns.

“TRS Brighton Note” means that certain Revolving Promissory Note, in the original principal amount of $5,000,000, dated January 9, 2007, by TRS Brighton in favor of CLP Partners.

“TRS Loon Mountain Note” means that certain Revolving Promissory Note, in the original principal amount of $5,000,000, dated January 19, 2007, by TRS Loon Mountain in favor of CLP Partners.

“TRS Northstar Note” means that certain Revolving Promissory Note, in the original principal amount of $5,000,000, dated January 19, 2007, by TRS Northstar in favor of CLP Partners.

“TRS Notes” means individually and collectively, as the context may require, each of (i) the TRS Brighton Note, (ii) the TRS Loon Mountain Note, (iii) the TRS Northstar Note, (iv) the TRS Sierra Note, and (v) the TRS Snoqualmie Note.

“TRS Sierra Note” means that certain Revolving Promissory Note, in the original principal amount of $5,000,000, dated January 19, 2007, by TRS Sierra in favor of CLP Partners.

“TRS Snoqualmie Note” means that certain Revolving Promissory Note, in the original principal amount of $5,000,000, dated January 19, 2007, by TRS Loon Mountain in favor of CLP Partners.

“USFS” means the United States Department of Agriculture, Forest Service.

“Withdrawn Allocated Amount” has the meaning set forth in the definition of “Allocated Loan Amount”.

Section 1.2 Location of Additional Defined Terms.

Defined Term	Location
“Additional Cash Collateral	Section 5.17
“Agreement”	First Paragraph
“Allocated Monthly Payment Amount”	Schedule 2

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“Anti-Terrorism Regulations”	Section 5.12(b)
“Applicable Borrower Contribution”	Section 13.4(e)
“Applicable Pledgor Contribution”	Section 13.5(e)
“Assignment of Leases”	Schedule 1
“Borrower”	First Paragraph
“Borrower Benefited Amount”	Section 13.4(d)
“Borrower Equity Collateral”	Section 13.1
“Borrower Contribution”	Section 13.4(a)
“Borrower Pledge Agreement”	Schedule 1
“Borrower Reimbursement Contribution”	Section 13.4(c)
“Casualty”	Section 7.7(a)
“Casualty Retainage”	Section 7.9(b)
“Centex Mortgage Assignment”	Schedule 1
“Closing Date”	First Paragraph
“Condemnation Proceeds”	Section 7.7(a)
“Contracts”	The Mortgage
“Debt Service Deposit”	Section 5.16
“Debt Service Reserve Account”	Section 5.16
“Default Rate”	The Note
“Deposits”	Section 3.1
“Disclosure Document”	Section 10.7
“Duplicate Certificates”	Section 5.14(c)
“Earnings Threshold”	Section 5.17
“EBITDA”	Section 5.17
“Environmental Claims”	Section 9.4
“Environmental Lien”	Section 9.2
“Equipment”	The Mortgage
“Equity Collateral”	The Pledge Agreement
“Essential Ski Property Deed of Trust Assignment”	Schedule 1
“Event of Default”	Section 8.1
“Exiting Property”	Section 13.7
“First Amendment”	Recitals
“First Notice”	Section 8.1(n)
“Fourth Amendment”	Recitals
“Funding Borrower”	Section 13.4(c)
“Funding Pledgor”	Section 13.5(c)
“Improvements”	The Mortgage
“Individual Borrower”	First Paragraph
“Individual Borrower Equity Collateral”	Section 13.1
“Individual Equity Collateral”	Section 13.1
“Individual Pledgor”	First Paragraph
“Individual Pledgor Equity Collateral”	Section 13.1
“Individual Property”	Section 13.1
“Insolvency Action”	Section 8.1(f)
“Insurance Premiums”	Section 3.1
“Insurance Proceeds”	Section 7.7(a)

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“Interest Rate”	Section 2.2
“Inventory”	The Mortgage
“Investors”	Section 10.3
“Lender”	First Paragraph
“Loan Amount”	Recitals
“Loan Paydown”	Section 14.1
“Loon Mountain Leases”	Section 5.7(e)
“Loon Mountain Capex Funding Obligation”	Exhibit D
“Material Alterations”	Section 5.2
“Maturity Date”	Section 2.3(d)
“Mortgage”	Schedule 1
“Net Restoration Proceeds”	Section 7.7(a)
“New Loan”	Recitals
“New Loan Amount”	Recitals
“New Loan Documents”	Recitals
“New Loan Interest Rate”	Section 2.2
“New Mortgage”	Recitals
“New Note”	Schedule 1B
“New Payment Date”	Section 10.4
“New Pledge Agreements”	Recitals
“New Pledgor”	Recitals
“Note”	Schedule 1B
“Noteholder”	Section 12.30
“Northstar Capex Funding Obligation”	Exhibit D
“Northstar and Loon Mountain Capex Funding Obligation”	Exhibit D
“Northstar/Sierra Property”	Section 5.17
“OFAC List”	Section 4.19
“OFAC Violation”	Section 5.12(c)
“Original Borrower”	First Paragraph
“Original Closing Date”	Recitals
“Original Environmental Indemnity”	Recitals
“Original ERISA Indemnity”	Recitals
“Original Guaranty”	Recitals
“Original Loan”	Recitals
“Original Loan Agreement”	Recitals
“Original Loan Amount”	Recitals
“Original Loan Documents”	Recitals
“Original Loan Interest Rate”	Section 2.2
“Original Mortgage”	Recitals
“Original Note”	Schedule 1A
“Original Pledgor”	First Paragraph
“Original Pledgor Pledge Agreements”	Recitals
“Payment Date”	Section 2.3(a)
“Permits”	The Mortgage
“Permitted Trade Payables”	Exhibit C, clause (xx)

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“Permitted Transfer”	Section 6.1
“Plan Asset Regulation”	Section 12.30
“Pledge Agreement”	Schedule 1
“Pledgor Benefited Amount”	Section 13.5(d)
“Pledgor Equity Collateral”	Section 13.1
“Pledgor Contribution”	Section 13.5(a)
“Pledgor Reimbursement Contribution”	Section 13.5(c)
“Post Closing Letter”.	Schedule 1
“Prepayment Premium”	The Note
“Principal Payment Amount”	Section 13.6
“Property”	The Mortgage
“Property Release”	Section 13.6
“PTE”	Section 4.7
“Recourse Guaranty”	Schedule 1
“Register”	Section 10.5
“Registrar”	Section 10.5
“Registration Statement”	Section 10.6
“Release Price”	Section 13.6
“Released Property”	Section 13.6
“Rents”	The Mortgage
“Rent Roll”	Section 4.18
“Replacement Equipment Lease”	Section 5.2
“Restoration”	Section 7.8
“Restoration Proceeds”	Section 7.7(a)
“Restoration Proceeds Threshold”	Section 7.7(a)
“Sale Proceeds”	Section 14.1
“Second Amendment”	Recitals
“Second Notice”	Section 8.1(n)
“Secondary Market Transaction”	Section 10.1
“Securities Filing”	Section 10.7
“Single Member LLC”	Exhibit C
“Single-Purpose Entity”	Exhibit C
“Snoqualmie Leases”	Section 5.7(f)
“Special Member”	Exhibit C, clause (xxxiii)
“Substitute Property”	Section 13.7
“Substitution”	Section 13.7
“Substitution Administrative Fee”	Section 13.7
“Taking”	Section 7.7(a)
“Tax and Insurance Deposits”	Section 3.1
“Third Amendment”	Recitals
“Titling Documentation”	Section 5.14(b)
“Transaction Taxes”	Section 12.28
“UCC”	The Mortgage
“USFS Agreement”	Schedule 1
“Underwriter Group”	Section 10.6
“VCOC”	Section 12.30

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“Vehicles”	The Mortgage
“Vehicles Notice Date”	Section 5.14(c)
“Violation”	Section 5.11

Section 1.3 Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

ARTICLE 2

THE LOAN

Section 2.1 The Original Loan; the New Loan. Original Borrower received only one borrowing in the amount of the Original Loan Amount and any amount borrowed and repaid with respect to the Original Loan may not be reborrowed. Borrower shall receive only one borrowing hereunder in the amount of the New Loan Amount and any amount borrowed and repaid hereunder may not be reborrowed. Borrower’s obligation to pay the Indebtedness is evidenced by this Agreement and by the Note and secured by the Mortgage, the Borrower Pledge Agreement, the Pledgor Pledge Agreement, and the other Loan Documents to the extent provided therein.

Section 2.2 Interest Rate.

(a) Interest shall accrue on the Principal Indebtedness of the Original Loan at six and eleven hundredths percent (6.11%) per annum (the “Original Loan Interest Rate”) commencing on the Original Closing Date.

(b) Interest shall accrue on the Principal Indebtedness of the New Loan at six percent (6.00%) per annum (the “New Loan Interest Rate” and, together with the Original Loan Interest Rate, collectively or individually, as the context may require, the “Interest Rate”) commencing on the Closing Date.

(c) Interest on Principal Indebtedness for any full month shall be calculated on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months. For any partial month, interest shall be due in an amount equal to (i) the applicable Interest Rate divided by 360 multiplied by (ii) the number of days in such month any such Principal Indebtedness is outstanding through and including the day of payment.

Section 2.3 Payments. Borrower shall make the following payments to Lender:

(a) On March 5, 2012 and on the same calendar day of each calendar month during the term of the Original Loan (including the Maturity Date) (each, a “Payment Date”), Borrower shall pay to Lender a monthly payment in the amount of $805,912.50, which amount is based on the Original Loan Amount, the Original Loan Interest Rate and a 240-month

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amortization schedule as of the Original Closing Date. Prior to an Event of Default, such payment shall be allocated by Lender towards the payment of the principal and interest due on the Original Loan, as set forth on Schedule 2 attached hereto.

(b) On the date hereof (unless the date hereof is the same calendar day as a Payment Date), Borrower shall pay to Lender a payment of interest only on the New Loan Amount for the period from the Closing Date to and including March 4, 2012 in the amount of $6,650.01.

(c) On April 5, 2012 and on each Payment Date thereafter, Borrower shall pay to Lender a monthly payment in the amount of $95,285.33, which amount is based on the New Loan Amount, New Loan Interest Rate and a 240-month amortization schedule as of the Closing Date. Prior to an Event of Default, such payment shall be allocated by Lender towards the payment of the principal and interest due on the New Loan.

(d) All proceeds of payment and payments with respect to any Loan, including any payment or recovery on any Property or any Equity Collateral, shall be applied to the aggregate Indebtedness and Notes in such order and in such manner and priority as Lender shall elect in Lender’s discretion.

(e) Upon Borrower’s payment of any Release Price pursuant to Section 13.6 of this Agreement, the next monthly payment coming due, and each monthly payment thereafter, shall be reduced to an amount which will result in the full amortization of the remaining Principal Indebtedness of the applicable Loan based on the applicable Interest Rate and an amortization over a term equal to 240 months less the number monthly payments made by the Borrower prior to the date of the payment of such Release Payment.

(f) The entire outstanding Indebtedness of the Original Loan and the New Loan shall be due and payable on the Payment Date occurring in April 5, 2017 (the “Maturity Date”), or such earlier date resulting from acceleration of any of the Indebtedness by Lender.

(g) For purposes of making payments hereunder, if the Payment Date of a given month shall not be a Business Day, then the Payment Date for such month shall be the preceding Business Day.

ARTICLE 3

DEPOSITS

Section 3.1 Tax and Insurance Deposits. At Lender’s option (1) following an Event of Default or (ii) in the event that Borrower and Pledgor fail to timely deliver to Lender evidence of payment of Impositions or insurance premiums as required by Section 5.1(b), Borrower shall make monthly deposits (the “Tax and Insurance Deposits” or “Deposits”) with Lender equal to one-twelfth (1/12th) of the annual Impositions (except for income taxes, franchise taxes, ground rents, maintenance charges and utility charges) and insurance premiums for all insurance required under the Loan Documents (“Insurance Premiums”) together with amounts sufficient to pay these items thirty (30) days before they are due. Lender shall estimate the amount of the Deposits until ascertainable. At that time, Borrower shall promptly deposit any deficiency.

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Borrower and Pledgor shall promptly notify Lender of any changes to the amounts, schedules and instructions for payment of the Impositions and Insurance Premiums. Borrower and Pledgor authorize Lender or its agent to obtain the bills for Impositions directly from the appropriate Governmental Authority. If (i) there is no Event of Default at the time of payment, (ii) Borrower and Pledgor have delivered bills or invoices to Lender for the Impositions and Insurance Premiums in sufficient time to pay them when due, and (iii) the Deposits are sufficient to pay the Impositions and Insurance Premiums, as applicable, or Borrower has deposited the necessary additional amount, then Lender shall pay the Impositions prior to their due date. Any Deposits remaining after payment of the Impositions and insurance premiums shall, at Lender’s option, be credited against the Deposits required for the following year or paid to Borrower.

Section 3.2 Deposits Generally. All Deposits are pledged to Lender and shall constitute additional security for the Indebtedness. The Deposits shall be held by Lender without interest (except to the extent required under Laws) and may be commingled with other funds. If an Event of Default occurs, the Deposits may, at Lender’s option, be applied to the Indebtedness in any order of priority. Any application to principal shall be deemed a voluntary prepayment subject to the Prepayment Premium. Borrower and Pledgor shall not claim any credit against the Indebtedness for the Deposits. Upon an assignment or other transfer of the Loan, Lender may pay over the Deposits in its possession to the assignee or transferee and then it shall be completely released from all liability with respect to the Deposits. Borrower and Pledgor shall look solely to the assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits to a new assignee or transferee. Subject to Article 6, a Transfer of the Property shall automatically transfer to the new owner the beneficial interest in the Deposits. Upon full payment and satisfaction of the Loan or, at Lender’s option, at any prior time, the balance of the Deposits in Lender’s possession shall be paid over to the record owner of the Property and no other party shall have any right or claim to the Deposits. Lender may transfer all its duties under this Section to such servicer or financial institution as Lender may periodically designate and Borrower agrees to make the Deposits to such servicer or institution.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

Each of Borrower and Pledgor represents and warrants to Lender as of the Closing Date as follows:

Section 4.1 Organization. Borrower (a) is duly organized and validly existing in good standing under the laws of the State of its formation, (b) is duly qualified to do business in each jurisdiction in which the nature of its business, any of the Property (including the Forest Service Land) or any of the Borrower Equity Collateral makes such qualification necessary, (c) has the requisite power and authority to carry on its business as now being conducted, and (d) has the requisite power to execute and deliver, and perform its obligations under, the Loan Documents. Borrower is a “registered organization” within the meaning of the Uniform Commercial Code in effect in the State where Borrower is organized, and Borrower’s organizational identification number issued by such State is set forth under its signature hereto. Pledgor (i) is duly organized and validly existing in good standing under the laws of the State of its formation, (ii) is duly qualified to do business in each jurisdiction in which the nature of its business, any of the Property (including the Forest Service Land) or any of the Pledgor Equity Collateral makes such

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qualification necessary, (iii) has the requisite power and authority to carry on its business as now being conducted, and (iv) has the requisite power to execute and deliver, and perform its obligations under, the Loan Documents.

Section 4.2 Authorization. The execution and delivery by each of Borrower and Pledgor of the Loan Documents, each of Borrower’s and Pledgor’s performance of its obligations thereunder and the creation of the Liens provided for in the Loan Documents (a) have been duly authorized by all requisite action on the part of each of Borrower and Pledgor, (b) will not violate any provision of any applicable Legal Requirements, and (c) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the property or assets of Borrower or Pledgor pursuant to, any indenture or agreement or instrument. Except for those obtained or filed on or prior to the Closing Date, Borrower and Pledgor are not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the execution, delivery or performance of the Loan Documents. The Loan Documents to which Borrower or Pledgor is a party have been duly executed and delivered by such parties.

Section 4.3 Enforceability. The Loan Documents executed by each of Borrower and Pledgor in connection with the Loan are the legal, valid and binding obligations of Borrower and Pledgor, enforceable against Borrower and Pledgor in accordance with their terms, subject only to bankruptcy, insolvency and other limitations on creditors’ rights generally and to equitable principles. Such Loan Documents are, as of the Closing Date, not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Pledgor, including the defense of usury.

Section 4.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending and served or, to Borrower’s and Pledgor’s knowledge, threatened, involving or concerning Borrower, Pledgor, Guarantor, the Property (including the Forest Service Land), the Equity Collateral, or (to Borrower’s knowledge) Third Party Operator, other than as set forth on Schedule 4.4 attached hereto, provided, nothing contained on Schedule 4.4 could reasonably be expected to result in a Material Adverse Effect.

Section 4.5 Full and Accurate Disclosure. No statement of fact made by or on behalf of Borrower or Pledgor in the Loan Documents or in any other document or certificate delivered to Lender by Borrower or Pledgor contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no fact which has not been disclosed to Lender by Borrower which materially adversely affects, nor as far as Borrower and Pledgor can foresee, might materially adversely affect the business, operations or condition (financial or otherwise) of Borrower or Pledgor. Since the delivery of such data, except as otherwise disclosed in writing to Lender, there has been no material adverse change in the financial position of Borrower, Pledgor, the Property (including the Forest Service Land), the Equity Collateral or in the results of operations of Borrower and Pledgor. Borrower and Pledgor have not incurred any obligation or liability, contingent or otherwise, not reflected in such financial data which might materially adversely affect its business operations or the Property (including the Forest Service Land).

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Section 4.6 Compliance. Borrower, Pledgor, the Equity Collateral, and to Borrower’s knowledge, the Property (including the Forest Service Land) and all uses thereof and operations thereat comply with all applicable Legal Requirements, except as set forth on Schedule 4.6 attached hereto, provided, nothing contained on Schedule 4.6 could reasonably be expected to result in a Material Adverse Effect. Borrower has obtained (in its own name) or, to Borrower’s knowledge, Third Party Operator has obtained (in its own name), all Permits necessary to use and operate the Property (including the Forest Service Land) as the Property is currently used and operated, and all such Permits are in full force and effect.

Section 4.7 ERISA.

(a) Borrower and Pledgor understand and acknowledge that, as of the date hereof, the source of funds from which Lender is extending the Loan will include one or more of the following accounts: (i) an “insurance company general account,” as that term is defined in Prohibited Transaction Class Exemption (“PTE”) 95-60 (60 Fed. Reg. 35925 (Jul. 12, 1995)), as to which Lender meets the conditions for relief in Sections I and IV of PTE 95-60; (ii) pooled and single client insurance company separate accounts, which are subject to the provisions of ERISA; and (iii) one or more insurance company separate accounts maintained solely in connection with fixed contractual obligations of the insurance company, under which the amounts payable or credited to the plan are not affected in any manner by the investment performance of the separate account.

(b) Borrower and Pledgor represent and warrant to Lender that (i) Borrower, Pledgor and Guarantor are not an “employee benefit plan” as defined in Section 3(3) of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower, Pledgor and Guarantor are not a “party in interest”, as defined in Section 3(14) of ERISA, other than as a service provider or an Affiliate of a service provider, to any employee benefit plan that has invested in a separate account described in Section 4.7(a)(ii), from which funds have been derived to make the Loan, or if so, the execution of the Loan Documents and making of the Loan thereunder do not constitute nonexempt prohibited transactions under ERISA; (iii) Borrower, Pledgor and Guarantor are not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans, or if subject to such statutes, is not in violation thereof in the execution of the Loan Documents and the making of the Loan thereunder; (iv) the assets of Borrower, Pledgor and Guarantor do not constitute “plan assets” of one or more plans within the meaning of 29 C.F.R. Section 2510.3-101; and (v) one or more of the following circumstances is true for each of Borrower, Pledgor and Guarantor: (1) such entity’s Equity Interests are publicly offered securities, within the meaning of 29 C.F.R. Section 2510.3-101(b)(2); (2) less than twenty-five percent (25%) of all Equity Interests in such entity are held by “benefit plan investors” within the meaning of 29 C.F.R. Section 2510.3-101(f)(2); or (3) such entity qualifies as an “operating company,” a “venture capital operating company” or a “real estate operating company” within the meaning of 29 C.F.R. Section 2510.3-101(c), (d) or (e), respectively.

Section 4.8 Not Foreign Person. Neither Borrower nor Pledgor is a “foreign person” within the meaning of § 1445(f)(3) of the Code.

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Section 4.9 Investment Company Act; Public Utility Holding Company Act. Neither Borrower nor Pledgor is (i) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

Section 4.10 Title to the Property, Equity Collateral; Liens. Borrower owns good, indefeasible, marketable and insurable title to the Property and the Borrower Equity Collateral, free and clear of all Liens, other than the Permitted Encumbrances. Pledgor owns good, indefeasible, marketable and insurable title to the Pledgor Equity Collateral, free and clear of all Liens, other than the Permitted Encumbrances. The Permitted Encumbrances do not and will not materially and adversely affect (i) the ability of Borrower and Pledgor to pay in full all sums due under the Note or any of its other obligations under the Loan Documents in a timely manner or (ii) the use of the Property (including the Forest Service Land) for the use currently being made thereof, the operation of the Property (including the Forest Service Land) as currently being operated or the value of the Property. The Mortgage creates a valid and enforceable first Lien on the Property and a valid and enforceable first priority security interest in the personal property constituting part of the Property, subject to no Liens other than the Permitted Encumbrances. The Assignment of Leases creates a valid and enforceable first Lien on and a valid and enforceable first priority security interest in all of Borrower’s interest in all Leases, subject to no Liens other than the Permitted Encumbrances. The Pledge Agreement creates a valid and perfected first lien on and security interest in the Equity Collateral, subject to no Liens other than the Permitted Encumbrances.

Section 4.11 Condemnation. No Taking has been commenced or, to Borrower’s and Pledgor’s knowledge, is contemplated with respect to all or any portion of the Property (including the Forest Service Land) or for the relocation of roadways providing access to the Property.

Section 4.12 Utilities, Water Rights and Public Access. The Property (including the Forest Service Land) has adequate rights of access to public ways, and to Borrower’s knowledge, has all water rights necessary to use and operate the Property as the Property is currently used and operated and is served by all utilities required for the current use thereof.

Section 4.13 Separate Lots. Except as set forth on Schedule 4.13 attached hereto, the Property is comprised of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot.

Section 4.14 Assessments. Except as disclosed in the Lender’s title insurance policy, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor, to the knowledge of Borrower and Pledgor are there any contemplated improvements to the Property (including the Forest Service Land) that may result in such special or other assessments.

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Section 4.15 Post Closing Obligations. To Borrower’s knowledge, Original Borrower has performed all of the obligations that it undertook to perform pursuant to the terms of that certain “post closing obligations agreement” dated March 23, 2007 executed by Original Borrower, Original Pledgor and Lender in all material respects.

Section 4.16 Physical Condition. Except as disclosed in the engineering report(s) delivered to Lender in connection with the Loan, to Borrower’s knowledge, the Property (including the Forest Service Land) is free of material structural defects and all building systems contained therein are in good working order in all material respects subject to ordinary wear and tear.

Section 4.17 Title Insurance; UCC Insurance.

(a) The Property is covered by an First American Title Insurance Company mortgagee’s title insurance commitment, and pursuant to the commitment the Property will be covered by a title insurance policy insuring a valid first lien on the Property, which (a) is in full force and effect, (b) is freely assignable to and will inure to the benefit of Lender and any successor or assignee of Lender, including the trustee in any Secondary Market Transaction, (c) has been paid in full, (d) is issued by a title company licensed in the State where the Property is located, (e) has had no claims made against it, (f) contains no exclusions for (i) access or (ii) survey (except as set forth in the title insurance policy), and (g) lists only the Permitted Encumbrances as exceptions.

(b) The Equity Collateral is covered by a UCC title insurance commitment, and pursuant to the commitment the Equity Collateral will be covered by a UCC title insurance policy in the amount of the Loan Amount, insuring that the Pledge Agreement creates a valid and perfected first lien on and security interest in the Equity Collateral, that the Real Property Owner is the sole owner of the Borrower Equity Collateral and that the Pledgor is the sole owner of the Pledgor Equity Collateral, with such endorsements and affirmative coverages as Lender shall have reasonably requested, which (a) is in full force and effect, (b) is freely assignable to and will inure to the benefit of Lender and any successor or assignee of Lender, including the trustee in any Secondary Market Transaction, (c) has been paid in full, (d) is issued by a title company acceptable to Lender, (e) has had no claims made against it, and (f) lists only the Permitted Encumbrances as exceptions.

Section 4.18 Leases and Rents. (a) There are no Leases (excluding those that Borrower is not a party to and that Borrower has no knowledge of) now in effect except for the Ground Leases and those set forth on the rent roll hereby certified to Lender and attached hereto as Exhibit E (the “Rent Roll”) in connection with the Loan, and Borrower and Pledgor have delivered to Lender true, correct and complete copies of all Leases to which Borrower is a party (together with all modifications thereto) demising any portion of the Property; (b) Borrower is the sole owner of the entire lessor’s interest in the Leases (excluding any Leases to which Borrower is not a party), and no Leases or Rents have been Transferred by Borrower except to Lender pursuant to the Loan Documents; (c) except as disclosed to Lender in any tenant estoppel certificates delivered to Lender in connection with the Loan, (i) none of the Rents have been collected by Borrower for more than one (1) month in advance; (ii) the premises demised under the Leases have been completed (except for certain future capital improvements as contemplated

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by the TPO Leases, the Centex Operating Agreement, and as set forth on Schedule 5.2 attached hereto) and Third Party Operator has accepted and taken possession of the same on a rent-paying basis; (iii) there exists no offset or defense to the payment of any portion of the Rents to Borrower; (iv) no Lease contains an option to purchase, right of first refusal to purchase, expansion right, or any other similar provision except as set forth on Schedules 4.30(h) and 4.31(e); (v) there are no defaults or events of default (and to Borrower’s and Pledgor’s knowledge, no events or circumstances exist which with or without the giving of notice, the passage of time or both may constitute a default or event of default) under any of the TPO Leases; and (vi) no residential Lease is for a term of less than six (6) months or more than twelve (12) months; (d) Borrower has granted no Person any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease and as set forth in Schedule 4.18(d) and Exhibit E; (e) each Lease is subordinate to the Loan Documents, either pursuant to its terms or a recorded subordination agreement except as set forth on Schedule 4.18, and none of the Leases contain any purchase option, right of first refusal, or right of first offer with respect to all or any portion of the Property that is senior to the Lien of the Loan Documents; (f) Borrower is holding all security deposits and reserves collected under Leases in a segregated account, and Borrower has delivered all non-cash security deposits to Lender; (g) each TPO Lease encumbers one-hundred percent (100%) of the applicable Individual Property; and (h) no Lease is to a dry cleaner that uses dry cleaning solvents on the Property.

Section 4.19 Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. Borrower, Pledgor, Guarantor, and to the best of Borrower’s and Pledgor’s knowledge, after having made reasonable inquiry (a) each Person owning a direct or indirect interest in Borrower, Pledgor or Guarantor, and (b) each Third Party Operator: (i) is not currently identified on the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control (currently is accessible through the internet website at www.treas.gov/ofac/t11sdn.pdf.) or any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any Legal Requirements (or if such list does not exist, the similar list then being maintained by the United States), including trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States (an “OFAC List”); (ii) is not a Person subject to any trade restriction, trade embargo, economic sanction, or other prohibition under federal law, including the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunder; and (iii) is not in violation of Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism and the Uniting and Strengthening America by Providing Appropriate Tools Required in Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56), with the result that (A) the investment in Borrower, Pledgor or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, or (B) the Loan is in violation of law.

Section 4.20 Organizational Chart. The organizational chart attached hereto as Exhibit A is true, complete and correct on and as of the date hereof. No Person other than those Persons shown on Exhibit A and the holders of securities in Guarantor has any ownership interest in, or (except for officers and managers of such entity in their capacity as officers and managers) right of control, directly or indirectly, in Borrower or Pledgor. Borrower and Pledgor

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further represent and warrant that: (a) Northstar Pledgor is the owner of 100% of the direct legal and beneficial ownership interest in Northstar TRS, (b) Ski Holding Pledgor is the owner of 100% of the direct legal and beneficial ownership interest in Ski IV Pledgor, Ski III Pledgor and Ski II Pledgor, (c) Ski IV Pledgor is the owner of 100% of the direct legal and beneficial ownership interest in CLP Stevens Pass, (d) Ski III Pledgor is the owner of 100% of the direct legal and beneficial ownership interest in CLP Brighton, (e) CLP Brighton is the owner of 100% of the direct legal and beneficial ownership interest in Brighton TRS, (f) Ski II Pledgor is the owner of 100% of the direct legal and beneficial ownership interest in CLP Northstar, CLP Sierra, CLP Snoqualmie and CLP Loon Mountain, (f) CLP Sierra is the owner of 100% of the direct legal and beneficial ownership interest in Sierra TRS, (h) CLP Snoqualmie is the owner of 100% of the direct legal and beneficial ownership interest in Snoqualmie TRS, (i) CLP Loon Mountain is the owner of 100% of the direct legal and beneficial ownership interest in Loon Mountain TRS and (j) CLP Stevens Pass is the owner of 100% of the direct legal and beneficial ownership interest in Stevens Pass TRS.

Section 4.21 Single-Purpose Entity. Each of Borrower and Pledgor have been since their formation, and will continue to be, Single-Purpose Entities. All of the assumptions made in the substantive non-consolidation opinion delivered to Lender by Borrower’s and Pledgor’s counsel in connection with the closing of the Loan are true and correct in all respects.

Section 4.22 Property Management. The TPO Leases are in full force and effect, and together, with the Material Agreements, constitute the entire agreement with respect to the management and operation of the Property (including the Forest Service Land) between each Third Party Operator and Borrower, and have not been assigned or encumbered (other than pursuant to the Loan Documents), or modified, amended, or supplemented. Borrower, and to Borrower’s and Pledgor’s knowledge, Third Party Operator, is not in default in the performance of the terms and provisions of the TPO Leases. Except as set forth on Schedule 4.22 attached hereto, there exists no other agreement with respect to the management and operation of the Property (including the Forest Service Land).

Section 4.23 Solvency; Fraudulent Conveyance. Each of Borrower and Pledgor (i) have not entered into this Agreement or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) has received reasonably equivalent value in exchange for its obligations under the Loan Documents. The fair saleable value of each of Borrower’s and Pledgor’s assets is and will, immediately following the execution and delivery of the Loan Documents, be greater than each of Borrower’s and Pledgor total liabilities (including the maximum amounts of its subordinated, unliquidated, disputed, or contingent liabilities or its debts as such debts become absolute and matured). Each of Borrower’s and Pledgor’s assets do not and will not, immediately following the execution and delivery of the Loan Documents, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Each of Borrower and Pledgor does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amount to be payable on or in respect of obligations of the Borrower and the Pledgor).

Section 4.24 Margin Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U

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of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by applicable Legal Requirements.

Section 4.25 Material Agreements. Each of the Material Agreements (other than the Original Acquisition Documents) is in full force and effect. Each of the Original Acquisition Documents was in full force and effect on the Original Closing Date. Borrower and/or Pledgor have provided Lender with true, accurate and complete copies of all of the Material Agreements (other than the Original Acquisition Documents). Borrower and/or Pledgor provided Lender with true, accurate and complete copies of all of the Original Acquisition Documents) on the Original Closing Date. As of the Closing Date, none of the Material Agreements relating to the Property known as “Stevens Pass” have been modified other than as set forth in Schedules 6 and 7 and none of the other Material Agreements have been modified in any manner or respect that could reasonably be expected to have a Material Adverse Effect. There are no defaults or events of default (and to Borrower’s and Pledgor’s knowledge, no events or circumstances exist which with or without the giving of notice, the passage of time or both may constitute a default or event of default) under any of the Material Agreements.

Section 4.26 Original Loan Application. Each of the representations, warranties and certifications made by Original Borrower, Original Pledgor and Guarantor contained in the Original Loan Application were true, accurate and complete as of the Original Closing Date and there has been no change thereto that could reasonably be expected to result in a Material Adverse Effect.

Section 4.27 Acquisition Documentation. Borrower and/or Pledgor have provided Lender with true, accurate and complete copies of the New Acquisition Documentation. Borrower and/or Pledgor provided Lender with true, accurate and complete copies of the Original Acquisition Documentation on the Original Closing Date. The New Acquisition Documentation identifies all of the material property owned by Stevens Pass on the Closing Date. The Original Acquisition Documentation identified all of the material property owned by Northstar, Sierra, Brighton, Snoqualmie and Loon Mountain on the Original Closing Date. No portion of the Property consists of copyrights.

Section 4.28 Title Certificate. Borrower and or Pledgor own no assets that are evidenced by (or required under applicable Legal Requirements to be evidenced by) a certificate of title or similar registration establishing title, except for the Vehicles. All Vehicles owned by Original Borrower as of the Original Closing Date are identified in the bills of sale that are described on Schedule 4.28A. All Vehicles owned by Stevens Pass as of the Closing Date are identified in the bills of sale that are described on Schedule 4.28B.

Section 4.29 Ownership and Operation.

(a) Without limitation of any other representation or warranty set forth in the Loan Documents, Northstar (i) owns all of the land, leasehold interests and equipment and (ii) has obtained all necessary access, water and other rights and permits (except for such equipment, rights and permits as Third Party Operator may possess and, to Borrower’s knowledge, does possess), necessary to operate the ski facility at the “Northstar at Tahoe Resort” with an address

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of 100 Northstar Drive, Truckee, CA 96161 as currently operated. Pursuant to the Loan Documents, Northstar has provided Lender with liens and security instruments, such that if Lender were to foreclose upon such liens and security instruments effective as of the Closing Date, provided Lender succeeded to Borrower’s rights in respect of the TPO Leases, Lender would hold title to all of the (x) land, leasehold interests and equipment and (y) all necessary access, water and other rights and permits (except for (i) such equipment, rights and permits as Third Party Operator may possess, (ii) the Forest Service Permits, Lender’s rights under which are as provided in the applicable USFS Agreement, and (iii) matters set forth in the Post Closing Letter with respect to Vehicles and estoppels and lease/license amendments) necessary to operate the ski facility at the “Northstar at Tahoe Resort” with an address of 100 Northstar Drive, Truckee, CA 96161 as currently operated.

(b) Without limitation of any other representation or warranty set forth in the Loan Documents, Sierra (i) owns, subject to the applicable Forest Service Permit, all of the land, leasehold interests and equipment and (ii) has obtained all necessary access, water and other rights and permits (except for such equipment, rights and permits as Third Party Operator may possess and, to Borrower’s knowledge, does possess), necessary to operate the ski facility at the “Sierra-at-Tahoe Resort” with an address of 1111 Sierra-at-Tahoe Road, Twin Bridges, CA 95735 as currently operated. Pursuant to the Loan Documents, Sierra has provided Lender with liens and security instruments, such that if Lender were to foreclose upon such liens and security instruments effective as of the Closing Date, provided Lender succeeded to Borrower’s rights in respect of the TPO Leases, Lender would hold title to all of the (x) land, leasehold interests and equipment and (y) all necessary access, water and other rights and permits (except for (i) such equipment, rights and permits as Third Party Operator may possess, (ii) the Forest Service Permits, Lender’s rights under which are as provided in the applicable USFS Agreement, and (iii) matters set forth in the Post Closing Letter with respect to Vehicles and estoppels and lease/license amendments) necessary operate the ski facility at the “Sierra-at-Tahoe Resort” with an address of 1111 Sierra-at-Tahoe Road, Twin Bridges, CA 95735 as currently operated.

(c) Without limitation of any other representation or warranty set forth in the Loan Documents, Brighton (i) owns, subject to the applicable Forest Service Permit, all of the land, leasehold interests and equipment and (ii) has obtained all necessary access, water and other rights and permits (except for such equipment, rights and permits as Third Party Operator may possess and, to Borrower’s knowledge, does possess), necessary to operate the ski facility at the “Brighton Resort” with an address of 12601 E. Big Cottonwood Cyn, Brighton, Utah 84121 as currently operated. Pursuant to the Loan Documents, Brighton has provided Lender with liens and security instruments, such that if Lender were to foreclose upon such liens and security instruments effective as of the Closing Date, provided Lender succeeded to Borrower’s rights in respect of the TPO Leases, Lender would hold title to all of the (x) land, leasehold interests and equipment and (y) all necessary access, water and other rights and permits (except for (i) such equipment, rights and permits as Third Party Operator may possess, (ii) the Forest Service Permits, Lender’s rights under which are as provided in the applicable USFS Agreement, and (iii) matters set forth in the Post Closing Letter with respect to Vehicles and estoppels and lease/license amendments) necessary operate the ski facility at the “Brighton Resort” with an address of 12601 E. Big Cottonwood Cyn, Brighton, Utah 84121 as currently operated.

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(d) Without limitation of any other representation or warranty set forth in the Loan Documents, Snoqualmie (i) owns, subject to the applicable Forest Service Permit, all of the land, leasehold interests and equipment and (ii) has obtained all necessary access, water and other rights and permits (except for such equipment, rights and permits as Third Party Operator may possess and, to Borrower’s knowledge, does possess), necessary to operate the ski facility at the “The Summit at Snoqualmie” with an address of PO Box 1068 Snoqualmie Pass, WA 98068 as currently operated. Pursuant to the Loan Documents, Snoqualmie has provided Lender with liens and security instruments, such that if Lender were to foreclose upon such liens and security instruments effective as of the Closing Date, provided Lender succeeded to Borrower’s rights in respect of the TPO Leases, Lender would hold title to all of the (x) land, leasehold interests and equipment and (y) all necessary access, water and other rights and permits (except for (i) such equipment, rights and permits as Third Party Operator may possess, (ii) the Forest Service Permits, Lender’s rights under which are as provided in the applicable USFS Agreement, and (iii) matters set forth in the Post Closing Letter with respect to Vehicles and estoppels and lease/license amendments) necessary operate the ski facility at the “The Summit at Snoqualmie” with an address of PO Box 1068 Snoqualmie Pass, WA 98068 as currently operated.

(e) Without limitation of any other representation or warranty set forth in the Loan Documents, Loon Mountain (i) owns, subject to the applicable Forest Service Permit, all of the land, leasehold interests and equipment and (ii) has obtained all necessary access, water and other rights and permits (except for such equipment, rights and permits as Third Party Operator may possess and, to Borrower’s knowledge, does possess), necessary to operate the ski facility at “Loon Mountain” with an address of 60 Loon Mountain Rd, Lincoln, NH 03251 as currently operated. Pursuant to the Loan Documents, Loon Mountain has provided Lender with liens and security instruments, such that if Lender were to foreclose upon such liens and security instruments effective as of the Closing Date, provided Lender succeeded to Borrower’s rights in respect of the TPO Leases, Lender would hold title to all of the (x) land, leasehold interests and equipment and (y) all necessary access, water and other rights and permits (except for (i) such equipment, rights and permits as Third Party Operator may possess, (ii) the Forest Service Permits, Lender’s rights under which are as provided in the applicable USFS Agreement, and (iii) matters set forth in the Post Closing Letter with respect to Vehicles and estoppels and lease/license amendments) necessary operate the ski facility at “Loon Mountain” with an address of 60 Loon Mountain Rd, Lincoln, NH 03251 as currently operated

(f) Without limitation of any other representation or warranty set forth in the Loan Documents, Stevens Pass (i) owns, subject to the applicable Forest Service Permit, all of the land, leasehold interests and equipment and (ii) has obtained all necessary access, water and other rights and permits (except for such equipment, rights and permits as Third Party Operator may possess and, to Borrower’s knowledge, does possess), necessary to operate the ski facility commonly known as “Stevens Pass ski area” with an address of Stevens Road, Stevens Pass, WA 98826, as currently operated. Pursuant to the Loan Documents, Stevens Pass has provided Lender with liens and security instruments, such that if Lender were to foreclose upon such liens and security instruments effective as of the Closing Date, provided Lender succeeded to Steven Pass’s rights in respect of the TPO Leases, Lender would hold title to all of the (x) land, leasehold interests and equipment and (y) all necessary access, water and other rights and permits (except for (i) such equipment, rights and permits as Third Party Operator may possess, and (ii) the Forest Service Permits, Lender’s rights under which are as provided in the applicable USFS Agreement) necessary to operate the ski facility commonly known as “Stevens Pass ski area” with an address of Stevens Road, Stevens Pass, WA 98826, as currently operated.

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Section 4.30 Booth Creek Asset Purchase Agreement.

(a) Borrower and Pledgor have delivered to Lender all material Assumed Contracts, as such term is defined in the Booth Creek APA.

(b) The Seller Expansion CapEx Projects and the Seller Maintenance CapEx Projects, each term as defined in the Booth Creek APA, have been completed.

(c) None of Borrower, Pledgor, CLP Partners, or any of their Affiliates have sent or received any notice claiming or asserting a right to indemnification under the Booth Creek APA.

(d) As of the Original Closing Date, CLP Partners (or its Affiliates) was the holder of three notes made pursuant to the terms of the Booth Creek APA by (i) Porcupine Hill Estates LLC (in the principal amount of $2,900,000.00), (ii) Waterville Valley Ski Resort, Inc. (in the principal amount of $2,900,000.00), and (iii) Mount Cranmore Ski Resort, Inc. (in the principal amount of $6,200,000.00).

(e) As of the Closing Date, all of the transactions contemplated by the Booth Creek APA have been completed (except for (i) those specified in the Closing Letter identified as item (n) of the Acquisition Documents and (ii) those matters that have been waived by Borrower, Pledgor, CLP Partners, or any of their Affiliates, as Purchaser under the Booth Creek APA the waiver of which cannot be reasonably expected to result in a Material Adverse Effect) and all transfer taxes relating to such transactions have been paid in full.

(f) All third party consents and approvals described on Schedules 7.3(a) and 7.3(b) of the Booth Creek APA have been obtained.

(g) None of the Permitted Liens or Permitted Exceptions (each term as defined in the Booth Creek APA) and none of the matters set forth on Schedules 2.3 and 7.7(a) of the Booth Creek APA could reasonably be expected (if performed in accordance with their terms) to result in a Material Adverse Effect.

(h) None of the Purchased Assets, as such term is defined in the Booth Creek APA, are subject to any purchase options, rights of first refusal or rights of first offer except as disclosed on Schedule 4.30(h) attached hereto.

Section 4.31 Brighton Asset Purchase Agreement.

(a) None of Borrower, Pledgor, CLP Partners, or any of their Affiliates have sent or received any notice claiming or asserting a right to indemnification under the Brighton APA.

(b) As of the Closing Date, all of the transactions contemplated by the Brighton APA have been completed (except for those matters that have been waived by

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Borrower, Pledgor, CLP Partners, or any of their Affiliates, as Purchaser under the Brighton APA the waiver of which cannot be reasonably expected to result in a Material Adverse Effect) and all transfer taxes relating to such transactions have been paid in full. Lender acknowledges that (i) ownership of certain “Consumables and Inventory” as defined in the Brighton APA was retained by Third Party Operator, as Seller under the Brighton APA, (ii) Borrower is taking all necessary steps to complete federal registration requirements pertaining to the transfer of certain trademarks, but that such registration has not been completed as of the Closing Date, and (iii) neither of the circumstances described in the preceding clauses (i) and (ii) could reasonably be expected to result in a Material Adverse Effect.

(c) All third party consents and approvals required to effectuate the transactions described in the Brighton APA have been obtained.

(d) None of the Permitted Encumbrances (as such term is defined in the Brighton APA) could reasonably be expected (if performed in accordance with their terms) to result in a Material Adverse Effect.

(e) None of the Assets, as such term is defined in the Brighton APA, are subject to any purchase options, rights of first refusal or rights of first offer except as disclosed on Schedule 4.31(e).

Section 4.32 Stevens Pass Asset Purchase Agreement.

(a) Borrower and New Pledgor have delivered to Lender all Tenant Leases, Contracts, Licenses and Permits (each, as defined in the Stevens Pass APA) as provided to Borrower pursuant to the Stevens Pass APA constituting Assumed Liabilities (as defined in the Stevens Pass APA), except the vehicle licenses listed on Schedule 2.2.8 to the Stevens Pass APA.

(b) None of Borrower, New Pledgor, CLP Partners, or any of their Affiliates have sent or received any notice claiming or asserting a right to indemnification under the Stevens Pass APA.

(c) As of the Closing Date, all of the transactions contemplated by the Stevens Pass APA have been completed and all transfer taxes relating to such transactions have been paid in full.

(d) All third party consents and approvals required to effectuate the transactions described in the Stevens Pass APA have been obtained.

(e) None of the Permitted Exceptions (as defined in the Stevens Pass APA) could reasonably be expected to result in a Material Adverse Effect.

(f) None of the Assets, as such term is defined in the Stevens Pass APA, are subject to any purchase options, rights of first refusal or rights of first offer.

Section 4.33 Third Party Consents. Borrower and Pledgor have obtained all third party consents necessary to grant to Lender (and enable Lender to exercise all of its remedies

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with respect to) a first priority lien on and security interest in all material portions of the Property other than the Forest Service Land and except for those consents that Lender has agreed may be delivered by Borrower following the Closing Date (including, without limitation, all Property necessary or desirable for the current ownership, use and operation of those portions of the resorts owned, leased or licensed by Borrower and commonly known as the (a) “Northstar at Tahoe Resort” with an address of 100 Northstar Drive, Truckee, CA 96161, (b) “Sierra-at-Tahoe Resort” with an address of 1111 Sierra-at-Tahoe Road, Twin Bridges, CA 95735, (c) “Brighton Resort” with an address of 12601 E. Big Cottonwood Cyn, Brighton, Utah 84121, (d) “The Summit at Snoqualmie” with an address of PO Box 1068 Snoqualmie Pass, WA 98068, (e) “Loon Mountain” with an address of 60 Loon Mountain Rd, Lincoln, NH 03251 and (f) “Stevens Pass ski area” with an address of Stevens Road, Stevens Pass, WA 98826.

Section 4.34 Property-Specific. The representations and warranties for each Individual Property owned by an Original Borrower set forth in Exhibit D were true, accurate and complete as of the Original Closing Date and there has been no change thereto that could reasonably be expected to result in a Material Adverse Effect.

ARTICLE 5

COVENANTS

Each of Borrower and Pledgor covenant and agree that, from the Closing Date and until payment in full of the Indebtedness:

Section 5.1 Compliance with Legal Requirements; Impositions and Other Claims; Contests.

(a) Borrower and Pledgor shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, Permits and franchises necessary for the conduct of its business and comply in all material respects with all applicable Legal Requirements, Contracts, Permits, and private covenants, conditions and restrictions that at any time apply to Borrower, Pledgor, the Equity Collateral, or the Property (including the Forest Service Land). Borrower and Pledgor shall notify Lender promptly of any written notice or order that Borrower or Pledgor receives from any Governmental Authority relating to any of Borrower’s or Pledgor’s failure to comply with such applicable Legal Requirements.

(b) Unless Borrower is making Deposits pursuant to the terms of Section 3.1, Borrower and/or Pledgor shall pay or cause to be paid by the Third Party Operator all Impositions and Insurance Premiums with respect to Borrower, Pledgor, the Equity Collateral and the Property (including the Forest Service Land) in accordance with the terms hereof and Borrower and/or Pledgor shall provide Lender with receipts evidencing such payments (except for income taxes, franchise taxes, ground rents, maintenance charges, and utility charges) within forty-five (45) days after their due date. Any Borrower or Pledgor, at its expense, after prior notice to Lender, may seek to enforce the obligations of the Third Party Operator with respect to such payments, and may contest by appropriate proceedings conducted in good faith and with due diligence, the validity or application of any Legal Requirements, Imposition, or any claims of mechanics, materialmen, suppliers or vendors, and may withhold payment of the same

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pending such proceedings if permitted by law, as long as (1) in the case of any Impositions, judgment liens or claims of mechanics, materialmen, suppliers or vendors, such proceedings shall suspend the collection thereof from the Property (including the Forest Service Land) or the Equity Collateral, (ii) none of the Property (including the Forest Service Land), the Equity Collateral, or any part thereof or interest therein will be sold, forfeited or lost if Borrower or Pledgor pays the amount or satisfies the condition being contested, and Borrower would have the opportunity to do so, in the event of Borrower’s or Pledgor’s failure to prevail in such contest, (iii) Lender would not, by virtue of such permitted contest, be exposed to any risk of civil or criminal liability, and neither the Property (including the Forest Service Land) nor any part thereof or any interest therein would be subject to the imposition of any Lien for which Borrower or Pledgor has not furnished additional security as provided in clause (iv) below, as a result of the failure to comply with any Legal Requirement of such proceeding which would not be released if Borrower or Pledgor pays the amount or satisfies the condition being contested, and Borrower or Pledgor would have the opportunity to do so, in the event of Borrower’s or Pledgor’s failure to prevail in the contest, and (iv) Borrower or Pledgor shall have furnished to Lender additional security in respect of the claim or lien being contested or the loss or damage that may result from Borrower’s or Pledgor’s failure to prevail in such contest in such amount as may be requested by Lender, but in no event less than one hundred twenty-five percent (125%) of the amount of such claim.

Section 5.2 Maintenance; Waste; Alterations. Borrower and Pledgor shall at all times keep or cause the Third Party Operator to keep the Property (including the Forest Service Land) in good repair, working order and condition, except for reasonable wear and use. Borrower and Pledgor shall not permit the Improvements, Equipment or Inventory to be removed or demolished or otherwise altered (provided, however, that Borrower may remove, demolish or alter worn out or obsolete Improvements, Equipment and Inventory that are promptly replaced with Improvements, Equipment or Inventory, as applicable, of equivalent value and functionality, unless Borrower reasonably determines that such replacement is not necessary for the operation of the Property (including the Forest Service Land) and would not have a Material Adverse Effect). Borrower and Pledgor may not, without Lender’s approval, perform alterations to the Improvements and Equipment which (a) exceed $1,000,000 (not including (i) tenant improvements and other capital improvements and alterations work, as set forth on Schedule 5.2 attached hereto, performed by a Third Party Operator as a matter of right pursuant to the terms of any Lease executed on or prior to the date hereof, (ii) alterations performed in connection with a Restoration, and (iii) work performed pursuant to Section 5.6), or (b) are not in the ordinary course of Borrower’s business (such alterations, “Material Alterations”). Borrower and Pledgor shall not perform any Material Alteration unless approved in writing by Lender in Lender’s discretion. Borrower or Pledgor shall reimburse Lender for all actual costs and expenses incurred by Lender, including the fees charged by any professional engaged by Lender in connection with any such Material Alteration. With respect to any Material Alteration, as a condition to Lender’s approval, Lender may, at its option, require Borrower or Pledgor to deliver to Lender security for payment of the cost of such Material Alteration in an amount equal to one hundred twenty-five percent (125%) of the cost of such Material Alteration, as estimated by Lender. Borrower and Lender acknowledge that Borrower shall not be required to obtain Lender’s consent to any Equipment lease where the Equipment to be leased is intended to serve as a replacement for Equipment which is owned by the Borrower as of the date hereof (each such lease, a “Replacement Equipment Lease”) provided that such Replacement Equipment Lease is

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otherwise entered into by Borrower in accordance with the provisions of this Agreement and so long as the value of all Equipment leased under all Replacement Equipment Leases entered into throughout the term of the Loan (including the value of the Equipment to be leased pursuant to the Replacement Equipment Lease in question) does not exceed $5,000,000 in the aggregate. Borrower shall execute and deliver a collateral assignment of any such Equipment lease to Lender within thirty (30) days of Borrower entering into the same.

Section 5.3 Access to Property and Records. Each of Borrower and Pledgor shall permit agents, representatives and employees of Lender (at Lender’s cost and expense if no Event of Default has occurred), to inspect (a) the Property (including the Forest Service Land) or any part thereof, and (b) such books, records and accounts of Borrower and Pledgor and to make such copies or extracts thereof as Lender shall desire, in each case at such reasonable times as may be requested by Lender upon reasonable advance notice, subject to the rights of tenants under Leases.

Section 5.4 Management of Property. The Property (including the Forest Service Land) will be managed and operated at all times by the Third Party Operator pursuant to the TPO Leases unless terminated as provided in the Loan Documents. Borrower shall diligently perform all terms and covenants required of Borrower under the TPO Leases. Borrower and Pledgor shall not enter into any other agreement relating to the management or operation of the Property (including the Forest Service Land) with any Third Party Operator or any other Person without Lender’s consent, which shall not be unreasonably withheld. If at any time Lender consents to the appointment of a new manager and operator, such new manager or operator and Borrower shall, as a condition to Lender’s consent, which shall not be unreasonably withheld, execute a subordination agreement in form and substance satisfactory to Lender.

Section 5.5 Financial and Other Reporting.

(a) Records and Reports. Borrower shall maintain complete and accurate books and records with respect to all operations of, or transactions involving, the Property (including the Forest Service Land) and the Borrower Equity Collateral. Pledgor shall maintain complete and accurate books and records with respect to all operations of, or transactions involving, the Pledgor Equity Collateral. Annually, Borrower and Pledgor shall furnish Lender financial statements for the most current fiscal year (including a schedule of all related Indebtedness and contingent liabilities) for (i) Borrower, (ii) Pledgor, (iii) Guarantor, and (iv) to the extent available through commercially reasonable efforts by Borrower and Pledgor, any tenants under the TPO Leases; provided however, the financial statements described in the preceding clauses (i) and (ii) may be on a consolidated basis. As and when provided to Borrower, Borrower shall provide to Lender (a) any other statements, reports or certificates delivered to Borrower by the Third Party Operator (including without limitation, monthly operating statements indicating the payment amounts due to the USFS pursuant to the USFS Permits) and (b) any appraisals of the Property (including the Forest Service Land) performed during the term of the Loan. Notwithstanding anything set forth herein to the contrary, Borrower shall use commercially reasonable efforts to deliver to Lender the operating statements described above, reflecting activity through March 30, 2012, on or before April 15, 2012. Upon Lender’s request following an Event of Default, Borrower shall provide to Lender (A) a schedule showing Borrower’s and Pledgor’s tax basis in the Property and the Equity Collateral, (B) the distribution

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of economic interests in the Property (including the Forest Service Land) and the Equity Collateral, and (C) copies of any other loan documents affecting the Property (including the Forest Service Land) and the Equity Collateral.

(b) Delivery of Reports. All of the reports, statements, and items required under this Section shall be (i) certified as being true, correct, and accurate by an authorized person, partner, or officer of the delivering party or, at the deliverer’s option, audited by a certified public accountant; (ii) satisfactory to Lender in form and substance; and (iii) delivered within (A) ninety (90) days after the end of Borrower’s and Pledgor’s fiscal year for annual reports and (B) forty-five (45) days after the end of each calendar quarter for quarterly reports. If any one report, statement, or item is not received by Lender on the date due, and thereafter, if such report, statement or item has not been delivered within fifteen (15) days of Lender’s written request for the same, a late fee of Five Hundred and No/100 Dollars ($500.00) per month shall be due and payable by Borrower. Borrower and Pledgor shall (i) provide Lender with such additional financial, management, or other information regarding Borrower, Pledgor, Guarantor, the Equity Collateral or the Property (including the Forest Service Land), as Lender may reasonably request and (ii) upon Lender’s request, deliver all items required by this Section in an electronic format (i.e. on computer disks) or by electronic transmission acceptable to Lender.

(c) Borrower and Pledgor shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened involving Borrower or Pledgor which is reasonably likely to have a Material Adverse Effect.

All financial statements and other documents to be delivered pursuant to this Agreement shall (A) be in form and substance acceptable to Lender in Lender’s discretion, (B) be prepared in accordance with sound accounting principles consistently applied, and (C) be certified by Borrower and Pledgor as being true, correct, complete and accurate in all material respects and fairly reflecting the results of operations and financial condition of Borrower and Pledgor for the relevant period, as applicable.

Section 5.6 Northstar/Martis Camp Provisions.

(a) Material Agreements; Ski Improvements. For the avoidance of doubt, the Northstar/Martis Camp Ski Services Agreement, the Northstar/Martis Camp Ski Improvement Agreement and the Northstar/Martis Camp Settlement Agreement listed on Schedule 6 attached hereto, as well as any Connection Agreement (as such term is defined in Section 4(f) of the Northstar/Martis Camp Settlement Agreement) shall also be deemed “Contracts” as that term is defined in the Northstar Mortgage; provided, however, that the parties hereto acknowledge that with respect to the foregoing agreements, no consents to assignment to Lender have been obtained. The parties hereto acknowledge that the Ski Improvements (as that term is defined in the Northstar/Martis Camp Ski Improvement Agreement), have been substantially completed. The Final Budget for the Ski Improvements (as such terms are defined in the Northstar/Martis Camp Ski Improvement Agreement) was delivered to Lender in connection with the execution and delivery of, and attached to, the First Amendment. Borrower shall deliver to Lender a copy of any notices received by Borrower indicating any material deviations from the Final Budget promptly upon Borrower’s receipt of the same.

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(b) Amendment to Northstar Mortgage for Development Land. Upon the reconveyance to CLP Northstar of any portion of the Development Land (as such term is defined in Section 4(b) of the Northstar/Martis Camp Settlement Agreement), as contemplated under Sections 4(l) and (m) of the Northstar/Martis Camp Settlement Agreement, Northstar shall execute and deliver to Lender an Amendment to the Northstar Mortgage substantially in the form of the Amendment to Northstar Mortgage that was executed and delivered in connection with the First Amendment. Borrower shall pay all costs incurred by Lender in connection with the preparation and recordation of the Amendment to Northstar Mortgage and obtain and pay the cost of any endorsement to Lender’s title policy for Northstar reasonably requested by Lender.

(c) Exercise of Approval by CLP Northstar Under Northstar/Martis Camp Settlement Agreement. Prior to the exercise of any approval right of CLP Northstar under the Northstar/Martis Camp Settlement Agreement relating to the location, design or construction of units and ski improvements on the Development Land (as defined in the Northstar/Martis Camp Settlement Agreement) which is reasonably likely to result in a Material Adverse Effect if such approval is granted, Borrower shall obtain Lender’s approval (which shall not be unreasonably withheld, conditioned or delayed) and shall provide Lender with reasonably sufficient information to allow Lender to make such determination. Borrower shall also deliver to Lender a copy of the final budget for the Ski Improvements referenced in Section 4 of the Northstar/Martis Camp Settlement Agreement promptly upon completion of same and a copy of any notices received by Borrower indicating any material deviations from this budget.

(d) Deposit of Funds to Reserve. CLP Northstar shall cause (i) all Property Payments (as such term is defined in Section 4(d) of the Northstar/Martis Camp Settlement Agreement) and (b) any Ski Improvement Fees paid pursuant to Section 6 of the Northstar/Martis Camp Ski Improvement Agreement to be deposited in the Martis Camp Reserve (as such term is defined in Section 5.1.6 of the Northstar Real Property Lease), to the extent that such funds are released from the Northstar Escrow or the Improvement Escrow (as such terms are defined in the Northstar/Martis Camp Ski Improvement Agreement).

(e) Survey of Ski Improvements Easement Area. The parties hereto acknowledge that delivery of the boundary survey of the Easement Area referenced in Section 2(e) of the Northstar/Martis Camp Ski Improvement Agreement was waived by CLP Northstar. The map of the Easement Area was attached to the First Amendment and is on file with Lender.

(f) Martis Camp Reserve. The Martis Camp Reserve (as such term is defined in Section 5.1.6 of the Northstar Real Property Lease) shall be established at a bank reasonably approved by Lender and shall be subject to a Blocked Account Control Agreement in the form previously approved by Lender. Prior to the occurrence of an Event of Default, CLP Northstar and TPO Northstar may make disbursements from the Martis Camp Reserve without notice to or approval of Lender. During the continuance of an Event of Default, withdrawals from the Martis Camp Reserve shall not be permitted without Lender’s approval; provided, however, that Lender shall not unreasonably withhold its approval if a withdrawal is for any of the purposes set forth in the second sentence of Section 5.1.6 of the Northstar Real Property Lease.

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Section 5.7 Leases.

(a) Borrower and Pledgor shall (i) observe and perform all obligations imposed upon the lessor under any Lease to which Borrower and/or Pledgor is a party; (ii) promptly send copies to Lender of all notices of default that Borrower or Pledgor shall send or receive under any Lease; (iii) promptly notify Lender of any tenant under a TPO Lease at the Property which has vacated, or has given Borrower or Pledgor written notice of its intention to vacate, the premises (or any portion thereof) leased to such tenant pursuant to the applicable TPO Lease; (iv) enforce the terms, covenants and conditions in the Leases to which Borrower and/or Pledgor are party to be observed by tenants in accordance with commercially reasonable practices for properties similar to the Property; and (v) obtain the prior written consent of Lender, which consent may be withheld in Lender’s sole and absolute discretion, except as otherwise expressly set forth herein, for any TPO Lease, amendment or modification of any Lease to which Borrower and/or Pledgor are party, assignment of any Lease to which Borrower and/or Pledgor are party, subletting of any Lease to which Borrower and/or Pledgor are party (except in accordance with mandatory actions by lessor under the existing Lease provisions, if any), or termination or acceptance of surrender of any Lease to which Borrower and/or Pledgor are party. Borrower and Pledgor shall obtain the prior written consent of Lender, which shall not be unreasonably withheld for any extension or renewal of any Lease to which Borrower and/or Pledgor are party; provided however, the exercise by Third Party Operator of any unilateral renewal or extension option set forth in, and subject to the conditions of, the TPO Lease shall not require Lender’s consent.

(b) Reserved.

(c) Without Lender’s prior written consent, which may be withheld in Lender’s sole and absolute discretion, except as otherwise expressly set forth herein, Borrower shall not (i) make any assignment or pledge of any Lease or Rents to anyone other than Lender until the Indebtedness is paid in full, (ii) collect any Rents under the Leases more than one (1) month in advance (except that Borrower may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (iii) declare a default under Section 12.1(j) of any of the TPO Leases relating to the Stevens Pass Ski Resort or Section 12.1(i) of any of the TPO Leases relating to the Loon Mountain Resort, the Summit at Snoqualmie or the Brighton Ski Resort; (iv) execute or grant any modification of any TPO Lease; (v) consent to the assignment or encumbrance by any Third Party Operator of its interest under the TPO Leases; (vi) waive or release any of its rights and remedies under the TPO Leases; or (vii) lease any portion of the Property to a dry cleaner that uses dry cleaning solvents on the Property. Without Lender’s prior written consent, which shall not be unreasonably withheld, Borrower shall not enter into, amend, renew, extend, accept the surrender of, or terminate any TPO Lease.

(d) Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease (other than the Northstar Real Property Lease, the Northstar Personal Property Lease, the Sierra Real Property Lease and the Sierra Personal Property Lease) shall, if permitted pursuant to applicable Legal Requirements, name Lender and Borrower as co-payees or mortgagee thereunder (and, at Lender’s option, be fully assigned to and held by Lender). Any original letters of credit delivered to a landlord pursuant to the TPO

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Leases (other than the Northstar Real Property Lease, the Northstar Personal Property Lease, the Sierra Real Property Lease and the Sierra Personal Property Lease) in respect of security deposit obligations shall be delivered to Lender on the Closing Date and Lender shall hold such letters of credit for so long as any portion of the Loan remains outstanding. Upon Lender’s reasonable determination that Borrower is entitled to draw against such letters of credit pursuant to the terms of the applicable TPO Leases, Borrower shall be entitled to draw against such letters of credit (except that during the continuation of an Event of Default, only Lender shall be entitled to draw against such letters of credit), subject to the provisions of the TPO Leases; provided however, that the amount of any such draws shall be deposited into an account controlled by Lender and distributed or applied upon the request of Borrower against debt service coming due or against operating expenses reasonably approved by Lender; provided further, that during the continuation of an Event of Default, Lender may apply such amounts in Lender’s sole discretion, subject only to the provisions of the TPO Leases. Borrower shall use commercially reasonable efforts to cause any such letters of credit to be re-issued naming Lender as an additional beneficiary thereof within sixty (60) days of the Closing Date.

(e) Lender previously consented to (i) the Transfer of TPO Loon Mountain’s interest in the (x) Loon Mountain Real Property Lease and (y) Loon Mountain Personal Property Lease (collectively the “Loon Mountain Leases”) to Boyne or an Affiliate of Boyne, (ii) the release of TPO Loon Mountain and its Affiliates from any ongoing liability under the Loon Mountain Leases in connection with the Transfer and (iii) the modification of the Loon Mountain Leases in connection with the Transfer. Lender’s consent to the foregoing matters was subject to: (A) Lender’s review and approval of the final Transfer documentation and documents related thereto (such documentation shall be delivered to Lender in a reasonable amount of time prior to such Transfer), and Lender’s review shall be completed in a timely manner, (B) Lender’s determination that the modification of the provisions of the Loon Mountain Real Leases relating to rent, lease term and any other material provision would not adversely effect the Borrower, Pledgor or Lender and (C) the delivery by Boyne or an Affiliate of Boyne of any subordination agreement, estoppel certificate and other documentation as may be requested by Lender. To Borrower’s knowledge, the foregoing requirements have been satisfied.

(f) Lender previously consented to (i) the Transfer of TPO Snoqualmie interest in the (x) Snoqualmie Real Property Lease and (y) Snoqualmie Personal Property Lease (collectively the “Snoqualmie Leases”) to Boyne or an Affiliate of Boyne, (ii) the release of TPO Snoqualmie and its Affiliates from any ongoing liability under the Snoqualmie Leases in connection with the Transfer and (iii) the modification of the Snoqualmie Leases in connection with the Transfer. Lender’s consent to the foregoing matters was subject to: (A) Lender’s review and approval of the final Transfer documentation and documents related thereto (such documentation shall be delivered to Lender in a reasonable amount of time prior to such Transfer), and Lender’s review shall be completed in a timely manner, (B) Lender’s determination that the modification of the provisions of the Snoqualmie Real Leases relating to rent, lease term and any other material provision would not adversely effect the Borrower, Pledgor or Lender, and (C) the delivery by Boyne or an Affiliate of Boyne of any subordination agreement, estoppel certificate and other documentation as may be requested by Lender. To Borrower’s knowledge, the foregoing requirements have been satisfied.

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Section 5.8 Place of Business; State of Organization. Each of Borrower and Pledgor shall not change its (a) chief executive office or its principal place of business or place where its books and records are kept, or (b) the jurisdiction in which it is organized.

Section 5.9 Zoning; Joint Assessment. Without the prior written consent of Lender, which may be withheld in Lender’s sole and absolute discretion, Borrower and Pledgor shall not change the Property’s (including the Forest Service Land) use or initiate, join in or consent to any (a) change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the Property’s (including the Forest Service Land) uses or any part thereof (including filing a declaration of condominium, map or any other document having the effect of subjecting the Property (including the Forest Service Land) to the condominium or cooperative form of ownership), except those necessary in connection with the uses permitted pursuant to this Agreement, or (b) joint assessment of the Property (including the Forest Service Land) with any other real or personal property.

Section 5.10 Material Agreements.

(a) Borrower and Pledgor shall not, without Lender’s prior written consent enter into, materially modify, surrender, terminate, renew, extend, amend in any material fashion or waive any provision of any Material Agreement to which it is a party; provided however, Lender’s consent shall not be unreasonably withheld for such renewals or extensions.

(b) Each of Borrower and Pledgor and its Affiliates shall, at its sole cost and expense, promptly and timely perform and observe all the terms, covenants and conditions required to be performed and observed by Borrower or Pledgor under the Material Agreements.

(c) If Borrower or Pledgor shall violate any of the covenants specified in (b) above, Borrower and Pledgor grants to Lender the right (but not the obligation), without notice to Borrower or Pledgor, to take any action as may be necessary to prevent or cure any default of Borrower or Pledgor under any Material Agreement, if necessary to protect Lender’s interest hereunder, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, in order to prevent or to cure any such default.

(d) The curing by Lender of any default by Borrower or Pledgor under any Material Agreement shall not remove or waive, as between Borrower or Pledgor and Lender, the default that occurred hereunder by virtue of the default by Borrower under any Material Agreement. All sums expended by Lender in order to cure any such default shall be paid by Borrower to Lender, upon demand, with interest thereon at the Default Rate unless prohibited by applicable law. All such amounts shall be added to the Indebtedness. No action or payment taken or made by Lender to prevent or cure a default by Borrower or Pledgor under any Material Agreement shall waive or cure the corresponding default by Borrower or Pledgor under the Loan Documents.

(e) Borrower or Pledgor shall notify Lender promptly in writing of (a) the occurrence of any default by any party under any Material Agreement or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a default by

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any party under any Material Agreement, and/or (b) of the receipt by Borrower or Pledgor of any notice (written or otherwise) under any Material Agreement noting or claiming the occurrence of any default by Borrower or Pledgor under such Material Agreement or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a default by Borrower or Pledgor under such Material Agreement.

(f) Borrower and Pledgor shall promptly execute, acknowledge and deliver to Lender such instruments as may be reasonably required to permit Lender to cure any default under any Material Agreement or permit Lender to take such other action as may be necessary to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents. Borrower and Pledgor hereby irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents which are necessary to preserve any rights of Borrower or Pledgor under or with respect to any Material Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

(g) Each of Lender’s rights contained in this Section 5.10 shall be without limitation of any other rights granted to Lender pursuant to the provisions of the Loan Documents.

Section 5.11 ERISA. Borrower and Pledgor shall (and cause Guarantor to) deliver to Lender such certifications and/or other evidence periodically requested by Lender, in its discretion, to verify the representations and warranties in Section 4.7. Notwithstanding anything in the Loan Documents to the contrary, no sale, assignment, or transfer of any direct or indirect right, title, or interest in Borrower, Pledgor, Guarantor, the Equity Collateral or the Property (including creation of a junior lien, encumbrance or leasehold interest) shall be permitted which would, in Lender’s reasonable opinion, negate Borrower’s or Pledgor’s representations in Section 4.7 or cause the Loan or any exercise of Lender’s rights under the Loan Documents to (i) constitute a non-exempt prohibited transaction under ERISA or (ii) violate ERISA or any state statute regulating governmental plans (collectively, a “Violation”). At least fifteen (15) days before consummation of any of the foregoing, Borrower and Pledgor shall (and cause Guarantor to) obtain from the proposed transferee or lienholder (i) a certification to Lender that the representations and warranties of Section 4.7 will be true after consummation and (ii) an agreement to comply with Section 4.7.

Section 5.12 Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws.

(a) None of Borrower, Pledgor, Guarantor, or any Person or entity holding any legal or beneficial interest whatsoever in Borrower, Pledgor, or Guarantor (whether directly or indirectly), will knowingly conduct business with or engage in any transaction with any Person or entity named on any of the OFAC Lists or any Person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC Lists.

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(b) Borrower and Pledgor hereby covenant and agree that they will comply at all times with the requirements of Executive Order 13224; the International Emergency Economic Powers Act, 50 U.S.C. Sections 1701-06; the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56; the Iraqi Sanctions Act, Pub. L. 101-513, 104 Stat. 2047-55; the United Nations Participation Act, 22 U.S.C. Section 287c; the Antiterrorism and Effective Death Penalty Act, (enacting 8 U.S.C. Section 219, 18 U.S.C. Section 2332d, and 18 U.S.C. Section 2339b); the International Security and Development Cooperation Act, 22 U.S.C. Section 2349 aa-9; the Terrorism Sanctions Regulations, 31 C.F.R. Part 595; the Terrorism List Governments Sanctions Regulations, 31 C.F.R. Part 596; and the Foreign Terrorist Organizations Sanctions Regulations, 31 C.F.R. Part 597 and any similar laws or regulations currently in force or hereafter enacted (collectively, the “Anti-Terrorism Regulations”).

(c) Borrower and Pledgor hereby covenant and agree that if they become aware or receive any notice that Borrower, Pledgor, Guarantor, the Equity Collateral or the Property, or any person or entity holding any legal or beneficial interest whatsoever (whether directly or indirectly) in Borrower, Pledgor, Guarantor, in the Equity Collateral or in the Property, is named on any of the OFAC Lists (such occurrence, an “OFAC Violation”), Borrower and Pledgor will immediately (i) give notice to Lender of such OFAC Violation, and (ii) comply with all Laws applicable to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Anti-Terrorism Regulations, and Borrower and Pledgor hereby authorizes and consents to Lender’s taking any and all steps Lender deems necessary, in its discretion, to comply with all applicable Legal Requirements to any such OFAC Violation, including, without limitation, the requirements of the Anti-Terrorism Regulations (including the “freezing” and/or “blocking” of assets).

(d) Upon Lender’s request from time to time during the term of the Loan, Borrower and Pledgor agree to deliver (and cause Guarantor to deliver) a certification confirming that the representations and warranties set forth in Section 4.19 remain true and correct as of the date of such certificate and confirming Borrower’s, Pledgor’s and Guarantor’s compliance with this Section 5.12.

Section 5.13 Individual Property Environmental Indemnities. Upon an Event of Default, Borrower and Pledgor shall assign, to the extent assignable, to Lender, pursuant to an assignment agreement in form and substance satisfactory to Lender, its interest in each and every environmental indemnity relating to the Property (including the Forest Service Land) delivered in favor of Borrower or Pledgor, including the Existing Environmental Indemnity Agreements.

Section 5.14 Vehicles. Upon Borrower’s acquisition or possession of any item, the ownership of which is (or required by applicable Legal Requirements to be) evidenced by a certificate of title or similar registration:

(a) None of Borrower and/or Pledgor shall change the jurisdiction in which the certificate of title for each Vehicle is issued without the prior written consent of Lender. None of Borrower and Pledgor shall permit the Vehicles to be relocated to a jurisdiction outside the contiguous United States and Borrower and/or Pledgor shall promptly notify Lender if any Vehicle is removed from its current jurisdiction to another within the United States.

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(b) Borrower and/or Pledgor shall obtain and deliver to the Lender an original certificate of title, accompanied by a copy of its respective duly executed application for addition of first lienholder (collectively, the “Titling Documentation”), for each of those items of the Property that is covered by certificate of title under the law of any state. The Lender shall file or cause to be filed the Titling Documentation at the Borrower’s sole cost and expense at the appropriate Department of Motor Vehicles, establishing Lender’s interest as a perfected first lienholder provided, however, that the failure of the Lender to file or cause to be filed such Titling Documentation shall not affect any right or remedy of the Lender contained herein. The new original certificates of title stating Lender’s interest will be forwarded directly to Lender. Upon payment in full of the Indebtedness, the Lender shall forward to the Borrower the original certificate of title with the Lender’s interest having been fully released.

(c) In the event Borrower or Pledgor have not received any one or more of the certificates of title within 30 days from the Vehicle’s acquisition date, then Borrower and/or Pledgor will make application to the appropriate registry of motor vehicles for cancellation of the lost certificates and issuance of a duplicate certificate of title (“Duplicate Certificates”) and will provide the Lender with notice of such application. After the date of such notice to the Lender (the “Vehicles Notice Date”), Borrower and/or Pledgor shall further notify the Lender if it fails to obtain the Duplicate Certificates within 45 days of the Notice Date. Borrower and/or Pledgor shall specify in such notification its actions taken and to be taken pursuant to this Section. If such receipt cannot be accomplished as provided herein, the Lender may grant to Borrower and/or Pledgor an additional 30 days to perform under this Section unless in its reasonable judgment Lender determines that Borrower and/or Pledgor has not diligently pursued receipt of the Duplicate Certificates. Borrower and/or Pledgor covenant to deliver to the Lender, immediately upon Borrower’s and/or Pledgor’s receipt, as applicable, the Duplicate Certificates.

(d) Borrower and/or Pledgor will, or will use commercially reasonable efforts to cause Third Party Operator to, keep and maintain, plainly, distinctly, permanently and conspicuously marked in the driver’s compartment of each Vehicle at a location which would be clearly visible in the course of a routine inspection of such Vehicle, in letters not less than one inch in height, on a plate or plaque not less that 3” x 5” in dimension, the words “Subject to a security interest in favor of [INSERT NAME OF THE THEN CURRENT HOLDER OF THE NOTE] and its rights and remedies pursuant to a Mortgage or Deed of Trust” or other appropriate words designated by Lender with appropriate changes or additions as may be reasonably required to protect Lender’s right, title and interest in and to each Vehicle.

Section 5.15 Property-Specific Covenants. Borrower and Pledgor shall comply with the covenants and negative covenants set forth in Exhibit D.

Section 5.16 Debt Service Reserve. Effective January 1, 2010, Borrower agreed to deposit with Lender the amounts set forth on Schedule 5.16 attached hereto (each, a “Debt Service Deposit”) no later than the corresponding dates set forth on Schedule 5.16. It shall be an Event of Default if Borrower fails to make any required Debt Service Deposit within two (2) Business Days following the corresponding date set forth on Schedule 5.16. Lender shall hold

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such Debt Service Deposits in a reserve account (the “Debt Service Reserve Account”), and the Debt Service Deposits shall be deemed “Deposits”, as defined in this Agreement. Unless otherwise directed by Borrower in writing, Borrower hereby authorizes and directs that Lender withdraw from the Debt Service Deposits, on each date that an Allocated Monthly Payment Amount becomes due, the amount of such Allocated Monthly Payment Amount in satisfaction of the Borrower’s obligation to make such Allocated Monthly Payment Amount, and Lender’s failure to make such withdrawal shall not be deemed a default by Borrower so long as the Debt Service Reserve Account has adequate funds for such payment. In the alternative, Borrower shall have the right, at any time so long as the then due Allocated Monthly Payment Amount has been delivered to Lender (but in any event no more frequently than once per month), to request in writing to Lender that Lender release to Borrower from the Debt Service Reserve Account an amount equal to such Allocated Monthly Payment Amount (as shown on Schedule 2 of this Agreement) for each of Northstar and Sierra. Provided no Event of Default has occurred and is continuing, Lender hereby agrees to promptly release such Allocated Monthly Payment Amount to Borrower upon Lender’s receipt of such request.

Section 5.17 Pledged Letter of Credit; Pledge of Additional Cash Collateral. The parties acknowledge that Lender was in possession of original of Letter of Credit No. SLCPPDX0378 issued by U.S. Bank, N.A. in the aggregate amount of $5,290,000.00 (the “Pledged Letter of Credit”), which Pledged Letter of Credit served as the security deposit required to be funded by TPO Northstar and TPO Sierra under the Northstar Real Property Lease, Northstar Personal Property Lease, Sierra Real Property Lease and Sierra Personal Property Lease, as applicable. Pursuant to the terms of the Resolution Agreement, the equity owners of Booth Creek Resort Properties were required to contribute/invest cash in the aggregate amount of at least $3,000,000.00 in Booth Creek Resort Properties (the “Booth Creek Equity Requirement”). Borrower has previously provided evidence reasonably acceptable to Lender that the Booth Creek Equity Requirement has been satisfied, and Lender has fully released the Pledged Letter of Credit to Northstar and Sierra, and acknowledged and agreed that, it no longer has any right or interest to, under or with respect to said Pledged Letter of Credit. Borrower hereby agrees that if operations at the Northstar/Sierra Property (as hereinafter defined) shall fail to meet the Earnings Threshold (as hereinafter defined) during the term of the Loan, Borrower shall, within three (3) Business Days after receipt of written notice from Lender, pledge to Lender additional cash collateral in the amount of $5,290,000.00 (the “Additional Cash Collateral”), which pledged Additional Cash Collateral shall (i) be held in an account in the name of Borrower and in a financial institution reasonably acceptable to Lender, and (ii) be subject to a first priority security interest in favor of Lender, shall constitute additional security for the Indebtedness and, upon the occurrence of an Event of Default may, at Lender’s option, be applied to the Indebtedness in any order of priority. In such case, Borrower agrees to fully cooperate with Lender with respect to the execution and delivery of any and all documents and instruments reasonably requested by Lender to evidence and perfect its security interest in the pledged Additional Cash Collateral including, without limitation, a Deposit Account Control Agreement in form and substance reasonably acceptable to Lender. In the event that Borrower is required to pledge the Additional Cash Collateral to Lender pursuant to the terms of this Section 5.17, (A) Lender’s security interest in the Additional Cash Collateral shall remain in effect for the then remainder of the term of the Loan, and (B) Lender shall no longer have any right, claim or interest in or to a security interest in any future security deposit made under any of the Northstar Real Property Lease, the Northstar Personal Property Lease, the Sierra Real Property

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Lease and the Sierra Personal Property Lease, whether such security deposit is funded in cash, by letter of credit or by other instrument. For purposes of this Agreement, the “Earnings Threshold” shall mean EBITDA (as hereinafter defined) for the 12-month period ending March 31 of the then-current year in the aggregate amount of at least $13,600,000.00 for the operations of the Property subject to the Northstar Real Property Lease and the Sierra Real Property Lease (the “Northstar/Sierra Property”); and “EBITDA” shall mean earnings from all Resort Operations (as such term is defined in the Northstar Real Property Lease and Sierra Real Property Lease, respectively) before (i) interest expense, amortization of debt discount and debt issuance costs and other costs and expenses associated with TPO Northstar’s and TPO Sierra’s debt financing, respectively, (ii) income taxes, (iii) depreciation, depletion and amortization expense, (iv) amortization or write-downs of intangibles (including, without limitation, good will), (v) non-cash impairment charges, (vi) non-cash expenses (or contra expense) associated with stock compensation and other long-term incentive plans, (vii) non-cash losses on disposals or sales of assets, (viii) other income or expense, (ix) extraordinary, unusual or non-recurring income or losses, (x) Minimum Rent and Additional Minimum Rent (as such terms are defined in the Northstar Real Property Lease and Sierra Real Property Lease, respectively), and (xi) the Reserve (as such term is defined in the Northstar Real Property Lease and Sierra Real Property Lease, respectively). In connection with the Earnings Threshold test, on or before April 30th of each calendar year, Borrower shall furnish Lender financial statements reflecting the results of operation of the Northstar/Sierra Property for the immediately preceding twelve (12) month period ending March 31st of the same calendar year. Notwithstanding anything in this Section 5.17 to the contrary, the financial statements furnished by Borrower pursuant to the immediately preceding sentence shall otherwise comply with Section 5.5(b) of this Agreement

Section 5.18 Stevens Pass Security Deposit; Other Matters.

(a) If at any time the Debt Service Coverage Ratio, calculated with respect to the Individual Property known as Stevens Pass, taking into account NOI and TADS allocable to such Individual Property, shall be less than 1.5:1, Borrower shall, within three (3) Business Days after receipt of written notice from Lender, either (A) pledge to Lender additional cash collateral in an amount equal to the then current amount of the Security Deposit (as such term is defined in the Stevens Pass Real Property Lease) that is required to have been funded by TPO Stevens Pass pursuant to the terms of the Stevens Pass Real Property Lease (the “Additional Stevens Pass Cash Collateral”), which pledged Additional Stevens Pass Cash Collateral shall (i) be held in an account in the name of Borrower and in a financial institution reasonably acceptable to Lender, and (ii) be subject to a first priority security interest in favor of Lender, shall constitute additional security for the Indebtedness and, upon the occurrence of an Event of Default may, at Lender’s option, be applied to the Indebtedness in any order of priority, or (B) provide Lender with a irrevocable letter of credit in an amount equal to the amount of the Additional Stevens Pass Cash Collateral, which letter of credit shall be in form and substance satisfactory to Lender in its sole discretion. Borrower agrees to fully cooperate with Lender with respect to the execution and delivery of any and all documents and instruments reasonably requested by Lender to evidence and perfect its security interest in the pledged Additional Stevens Pass Cash Collateral or in connection with the requirement of the borrower to deliver the aforementioned letter of credit, including, without limitation, a Deposit Account Control Agreement in form and substance reasonably acceptable to Lender. In the event that Borrower pledges the Additional Stevens Pass Cash Collateral to Lender pursuant to the terms of this Section 5.18, Lender’s security interest in

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the Additional Stevens Pass Cash Collateral shall remain in effect for the remainder of the term of the Loan. If instead of pledging the Additional Stevens Pass Cash Collateral, Borrower delivers a letter of credit in satisfaction of its obligations hereunder, such letter of credit shall remain in effect for the remainder of the term of the Loan.

(b) Within ten (10) Business Days after the Closing Date, Borrower shall deliver to TPO Stevens Pass a copy of the Mortgage executed by Stevens Pass with respect to the Individual Property known as Stevens Pass.

ARTICLE 6

TRANSFERS AND CHANGE OF BUSINESS

Section 6.1 Transfer. It shall be an Event of Default and, at the option of Lender, Lender may accelerate the Indebtedness and the entire Indebtedness (including any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which consent may be given or withheld for any or for no reason or given conditionally, in Lender’s sole and absolute discretion) any Transfer occurs, except for a Transfer which satisfies any of the following criteria (each, a “Permitted Transfer”):

(a) (i) the existence or imposition of mechanics’ or materialmans’ liens or judgment liens being contested in accordance with Section 5.1(b) hereof, (ii) the sale of damaged or obsolete property replaced with property of equal or greater value, or (iii) the imposition of any Permitted Encumbrance; or

(b) a transfer of substantially all of the assets of Borrower to a CLP Affiliate, provided that (i) such CLP Affiliate shall be a Single Purpose Entity, and assume all of the obligations of Borrower under the Loan Documents, (ii) the owner of such CLP Affiliate’s Equity Interests shall be a Single Purpose Entity and assume all of the obligations of Pledgor under the Loan Documents and (iii) such owner shall pledge one hundred percent (100%) of the Equity Interests in such CLP Affiliate to Lender pursuant to the form of Pledge Agreement delivered to Lender on the Closing Date; or

(c) any merger, consolidation, sale, transfer, assignment or dissolution involving all or substantially all of the assets of Borrower or Pledgor where the surviving entity assignee or transferee is a CLP Affiliate, provided that (i) such CLP Affiliate shall be a Single Purpose Entity, and assume all of the obligations of Borrower under the Loan Documents, (ii) the owner of such CLP Affiliate’s Equity Interests shall be a Single Purpose Entity and assume all of the obligations of Pledgor under the Loan Documents and (iii) such owner shall pledge one hundred percent (100%) of the Equity Interests in such CLP Affiliate to Lender pursuant to the form of Pledge Agreement delivered to Lender on the Closing Date; or

(d) an assignment, transfer or sale to any CLP Affiliate of the direct or indirect Equity Interests in any Borrower to a CLP Affiliate provided that (i) such CLP Affiliate shall be a Single Purpose Entity, and assume all of the obligations of Pledgor under the Loan Documents and (ii) such owner shall pledge one hundred percent (100%) of the Equity Interests in such CLP Affiliate to Lender pursuant to the form of Pledge Agreement delivered to Lender on the Closing Date; or

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(e) the assignment, transfer or sale (but not a pledge or any other Lien): (1) in the aggregate (at one time or over any period of time) of less than forty-nine percent (49%) of the direct or indirect Equity Interests in Ski Holding Pledgor or Northstar Pledgor (for purposes of clarification only, as of the Closing Date, (i) the holders of the direct or indirect Equity Interests in Ski Holding Pledgor include CLP Partners, CLP GP Corp., a Delaware corporation, CLP LP Partners Corp., a Delaware corporation, and Guarantor, and (ii) the holders of the direct or indirect Equity Interests in Northstar Pledgor include CLP Holding, Inc., a Delaware corporation and Guarantor), provided no direct or indirect change in the Control of Ski Holding Pledgor or Northstar Pledgor or the management of the Property occurs in connection therewith (provided that nothing set forth in this subsection (e) shall be deemed to restrict transfers of interests in Third Party Operator or any sublessors at the Property), (2) less than ten percent (10%) of the direct or indirect Equity Interests of any corporation or limited liability company which is, respectively, general partner or managing member of a Ski Holding Pledgor or Northstar Pledgor or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such general partner or managing member has been sold in the aggregate (at one time or over any period of time); or

(f) transfers required under the TPO Leases as identified on Schedule 6.1 attached hereto;

(g) any transfer under any will or applicable law of descent; or

(h) the TPO Leases or any subleases entered into subject to and in accordance with the TPO Leases and the Loan Documents.

In the event of any Permitted Transfer under the preceding clauses (b), (c) or (d) then (A) Borrower, Pledgor, Guarantor, and any transferee shall execute and deliver any and all documentation as may be reasonably required by Lender (or required by the Rating Agencies after a Secondary Market Transaction) in form and substance reasonably satisfactory to Lender (or satisfactory to the Rating Agencies, if applicable) including assumption documents, (B) counsel to transferee shall deliver to Lender (and the Rating Agencies, if applicable) opinion letters relating to such transfer (including a non-consolidation opinion, if a non-consolidation opinion was required in connection with the closing of the Loan, and a tax opinion) in form. and substance reasonably satisfactory to Lender (and the Rating Agencies, if applicable), (C) if the Property is transferred, Borrower and Pledgor shall deliver (or cause to be delivered) to Lender, an endorsement to Lender’s title insurance policy relating to the change in the identity of the vestee and the execution and delivery of the transfer documentation in form and substance reasonably acceptable to Lender, (D) if the Equity Collateral is transferred, Borrower and Pledgor shall deliver (or cause to be delivered) to Lender, an endorsement to Lender’s UCC insurance policy relating to the change in the identity of the vestee and the execution and delivery of the transfer documentation in form and substance reasonably acceptable to Lender (E) Borrower and Pledgor pays all reasonable expenses incurred by Lender in connection with such Transfer, including Lender’s reasonable attorneys fees and expenses, all recording fees, and all fees payable to the applicable title company for the delivery to Lender of the endorsement referred to in clause (D) and (E) above, and (F) if required by Lender, after a Secondary Market Transaction, Lender shall have received a Rating Agency confirmation (at Lender’s expense) with respect to such Transfer.

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In the event of any Permitted Transfer under the preceding clauses (f) or (g), then Borrower, Pledgor, Guarantor, and any transferee shall execute and deliver any and all documentation as may be reasonably required by Lender (or required by the Rating Agencies after a Secondary Market Transaction) in form and substance reasonably satisfactory to Lender (or satisfactory to the Rating Agencies, if applicable) including, without limitation, assumption documents. With respect to Permitted Transfers described in the preceding clause (f), if the documentation reasonably required by Lender is provided by Borrower, Lender shall release or subordinate, as required under the TPO Leases, any Lien Lender holds on the transferred portion of the Property.

Section 6.2 Other Indebtedness. Except for the Parent Debt and the Related Guarantees, Borrower shall not incur, create, assume, allow to exist, become or be liable in any manner with respect to any other indebtedness or monetary obligations, except for (i) the Indebtedness, (ii) Permitted Trade Payables, and (iii) monetary obligations of the Borrower as the landlord under any of the TPO Leases, and otherwise as contemplated by any of the Material Agreements set forth in Schedule 6, the agreements described in Schedule 4.22, or the Acquisition Documentation. Except for the Parent Debt and the Related Guarantees, Pledgor shall not incur, create, assume, allow to exist, become or be liable in any manner with respect to any other indebtedness or monetary obligations, except for the Permitted Trade Payables.

Section 6.3 Chance In Business. Each of Borrower and Pledgor shall not cease to be a Single-Purpose Entity. Each of Borrower and Pledgor shall not modify, amend, restate or replace its organizational documents in any manner without the prior written consent of Lender.

ARTICLE 7

INSURANCE, CASUALTY, CONDEMNATION AND RESTORATION

Section 7.1 Property and Time Element Insurance. Borrower shall keep the Property insured for the benefit of Borrower and Lender (with Lender named as mortgagee) by (i) an “all risk” property insurance policy with an agreed amount endorsement for full replacement cost (defined below) without any coinsurance provisions or penalties, or the broadest form of coverage available, in an amount sufficient to prevent Lender from ever becoming a coinsurer under the policy or applicable Legal Requirements, and with a deductible not to exceed Fifty Thousand Dollars ($50,000.00); (ii) a policy or endorsement insuring against acts of terrorism; (iii) [intentionally omitted]; (iv) a policy or endorsement providing business income insurance (including business interruption insurance and extra expense insurance and/or rent insurance) on an actual loss sustained basis in an amount equal to at least one (1) year’s total income from the Property including all Rents plus all other pro forma annual income such as percentage rent and tenant reimbursements of fixed and operating expenses, which business interruption insurance shall also provide coverage as aforesaid for any additional hazards as may be required pursuant to the terms of the Loan Documents; (v) a policy or endorsement insuring against damage by flood if the Property is located in a Special Flood Hazard Area identified by the Federal Emergency Management Agency or any successor or related government agency as a 100 year flood plain currently classified as Flood Insurance Rate Map Zones “A”, “AO”, “AH”, “A1-A30”, “AE”, “A99”, “V”, “V1-V30”, and “VE” in an amount equal to the Allocated Loan Amount for each Individual Property; (vi) a policy or endorsement covering against damage or loss from (A) sprinkler system leakage and (B) boilers, boiler tanks, HVAC systems, heating and

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air-conditioning equipment, pressure vessels, auxiliary piping, and similar apparatus, in the amount reasonably required by Lender; (vii) during the period of any construction, repair, restoration, or replacement of the Property, a standard builder’s risk policy with extended coverage in an amount at least equal to the full replacement cost of such Property, and worker’s compensation, in statutory amounts; and (viii) a policy or endorsement covering against damage or loss by earthquake and other natural phenomenon in the amounts reasonably required by Lender. “Full replacement cost” shall mean the one hundred percent (100%) replacement cost of the Property, without allowance for depreciation and exclusive of the cost of excavations, foundations, footings, and value of land, and shall be subject to verification by Lender. Full replacement cost will be determined, at Borrower’s and Pledgor’s expense, periodically upon policy expiration or renewal by the insurance company or an appraiser, engineer, architect, or contractor approved by said company and Lender.

Section 7.2 Liability and Other Insurance. Borrower shall maintain commercial general liability insurance with per occurrence limits of $1,000,000.00, a products/completed operations limit of $2,000,000.00, and a general aggregate limit of $2,000,000.00, with an excess/umbrella liability policy of not less than $25,000,000.00 per occurrence and annual aggregate covering Borrower, with Lender named as an additional insured, against claims for bodily injury or death or property damage occurring in, upon, or about the Property or any street, drive, sidewalk, curb, or passageway adjacent thereto. In addition to any other requirements, such commercial general liability and excess/umbrella liability insurance shall provide insurance against acts of terrorism and against claims applicable to the presence of Hazardous Materials, or such coverages shall be provided by separate policies or endorsements. The insurance policies shall also include operations and blanket contractual liability coverage which insures contractual liability under the indemnifications set forth in Section 12.25(b) below (but such coverage or the amount thereof shall in no way limit such indemnifications). Upon request, Borrower shall also carry additional insurance or additional amounts of insurance covering Borrower or the Property as Lender shall reasonably require.

Section 7.3 Form of Policy. All insurance required under this Article shall be fully paid for, non-assessable, and the policies shall contain such provisions, endorsements, and expiration dates as Lender shall reasonably require. The policies shall be issued by insurance companies authorized to do business in the State where the applicable Individual Property is located, approved by Lender, and must have and maintain a current financial strength rating of “A-, X” (or higher) from A.M. Best or equivalent (or if a rating by A.M. Best is no longer available, a similar rating from a similar or successor service). In addition, all policies shall (i) include a standard mortgagee clause, without contribution, in the name of Lender, (ii) provide that they shall not be canceled, amended, or materially altered (including reduction in the scope or limits of coverage) without at least thirty (30) days’ prior written notice to Lender except in the event of cancellation for non-payment of premium, in which case only ten (10) days’ prior written notice will be given to Lender, and (iii) include a waiver of subrogation clause substantially equivalent to the following: “The Company may require from the Insured an assignment of all rights of recovery against any party for loss to the extent that payment therefor is made by the Company, but the Company shall not acquire any rights of recovery which the Insured has expressly waived prior to loss, nor shall such waiver affect the Insured’s rights under this policy.”

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Section 7.4 Original Policies. Borrower and/or Pledgor shall deliver to Lender (i) original or certified copies of all policies (and renewals) required under this Article and (ii) receipts evidencing payment of all premiums on such policies at least thirty (30) days prior to their expiration. If original and renewal policies are unavailable or if coverage is under a blanket policy, Borrower and/or Pledgor shall deliver duplicate originals, or, if unavailable, original ACORD 27 and ACORD 25-S certificates (or equivalent certificates) evidencing that such policies are in full force and effect together with certified copies of the original policies.

Section 7.5 General Provisions. Borrower and Pledgor shall not carry separate or additional insurance concurrent in form or contributing in the event of loss with that required under this Article unless endorsed in favor of Lender as per this Article and approved by Lender in all respects. In the event of foreclosure of the Mortgage or other transfer of title or assignment of the Property in extinguishment, in whole or in part, of the Indebtedness, all right, title, and interest of Borrower in and to all policies of insurance then in force regarding the Property and all proceeds payable thereunder and unearned premiums thereon shall immediately vest in the purchaser or other transferee of the Property. No approval by Lender of any insurer shall be construed to be a representation, certification, or warranty of its solvency. No approval by Lender as to the amount, type, or form of any insurance shall be construed to be a representation, certification, or warranty of its sufficiency. Borrower and Pledgor shall each comply with all insurance requirements and shall not cause or permit any condition to exist which would be prohibited by any insurance requirement or would invalidate the insurance coverage on the Property.

Section 7.6 Waiver of Subrogation. A waiver of subrogation shall be obtained by Borrower from its insurers and, consequently, Borrower for itself, and on behalf of its insurers, hereby waives and releases any and all right to claim or recover against Lender, its officers, employees, agents and representatives, for any loss of or damage to Borrower, other Persons, the Property, Borrower’s property or the property of other Persons from any cause required to be insured against by the provisions of this Agreement or otherwise insured against by Borrower.

Section 7.7 Restoration Proceeds.

(a) Any and all awards, compensation, reimbursement, damages, proceeds, settlements, and other payments or relief paid or to be paid, together with all rights and causes of action relating to or arising from, (i) any insurance policy maintained by or on behalf of Borrower following any damage, destruction, casualty or loss to all or any portion of the Property (a “Casualty”, and such proceeds, “Insurance Proceeds”) or (ii) any temporary or permanent taking or voluntary conveyance of all or part of the Property, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Authority whether or not the same shall have actually been commenced (a “Taking”, and such proceeds, “Condemnation Proceeds”, and together with Insurance Proceeds, collectively, “Restoration Proceeds”) are hereby assigned to Lender as additional collateral security hereunder subject to the Lien of the Mortgage, to be applied in accordance with this Article 7. Lender shall be entitled to receive and collect all Restoration Proceeds, and Borrower shall instruct and cause the issuer of each policy of insurance described herein and any applicable Governmental Authority to deliver to Lender all Restoration Proceeds. Borrower shall execute such further assignments of the Restoration

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Proceeds as Lender may from time to time reasonably require. Notwithstanding the foregoing, if the Restoration Proceeds, less the amount of Lender’s costs and expenses (including attorneys’ fees and costs) incurred in collecting the same (the “Net Restoration Proceeds”), are $2,000,000 or less (the “Restoration Proceeds Threshold”), provided no Event of Default then exists, Lender shall deliver such Net Restoration Proceeds to Borrower. All Insurance Proceeds received by Borrower or Lender in respect of business interruption coverage, and all Condemnation Proceeds received with respect to a temporary Taking available to Borrower exceeding $100,000 in the aggregate, shall be deposited in a segregated escrow account with Lender or its servicer, as applicable, and Lender shall estimate the number of months required for Borrower to restore the damage caused by such Casualty or replace cash flow interrupted by such temporary Taking, as applicable, and shall divide the aggregate proceeds by such number of months, and, provided no Event of Default then exists, shall disburse a monthly installment thereof to Borrower each such month. Subject to Lender’s rights under Section 7.8, provided no Event of Default has occurred and is continuing and the Restoration has been completed in accordance with this Agreement, any Net Restoration Proceeds available to Borrower for Restoration, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of such Restoration and any costs incurred by Lender, shall be retained by Borrower.

(b) Lender shall be entitled at its option to participate in any compromise, adjustment or settlement in connection with (i) any insurance policy claims relating to any Casualty, and (ii) any Taking in an amount in controversy, in either case, in excess of the Restoration Proceeds Threshold, and Borrower shall within ten (10) Business Days after request therefor reimburse Lender for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with such participation. Borrower shall not make any compromise, adjustment or settlement in connection with any such claim in excess of the Restoration Proceeds Threshold or if an Event of Default then exists without the prior written approval of Lender. Borrower shall not make any compromise, adjustment or settlement in connection with any claim unless same is commercially reasonable.

(c) If and to the extent Restoration Proceeds are not required to be made available to Borrower to be used for the Restoration of the Improvements, Equipment and Inventory affected by the Casualty or Taking, as applicable, pursuant to this Agreement, Lender shall be entitled, without Borrower’s consent, to apply such Restoration Proceeds or the balance thereof, at Lender’s option either (i) to the full or partial payment or prepayment of the Indebtedness in accordance with Section 5(b) of the Note; provided that such payment or prepayment shall not require any defeasance of the Loan and shall be without the payment of the Prepayment Premium, unless an Event of Default has occurred and is then continuing, in which event, Borrower shall pay to Lender an amount equal to the Prepayment Premium, if any, that may be required with respect to the amount of Insurance Proceeds or Condemnation Proceeds applied to the Indebtedness, or (ii) to the Restoration of all or any part of such Improvements, Equipment and Inventory affected by the Casualty or Taking, as applicable.

Section 7.8 Restoration. Borrower shall restore and repair the Improvements and Equipment or any part thereof now or hereafter damaged or destroyed by any Casualty or affected by any Taking; provided, however, that if the Casualty is not insured against or insurable, Borrower shall so restore and repair even though no Insurance Proceeds are received. Notwithstanding anything to the contrary set forth in Section 7.7, Lender agrees that Lender shall

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make the Net Restoration Proceeds (other than business interruption insurance proceeds, which shall be held and disbursed as provided in Section 7.7) available to Borrower for Borrower’s restoration and repair of the Improvements, Equipment and Inventory affected by the Casualty or Taking (a “Restoration”), as applicable, on the following terms and subject to Borrower’s satisfaction of the following conditions; provided, that Lender shall have the right to waive any of the following conditions in its discretion:

(a) At the time of such Casualty or Taking, as applicable, and at all times thereafter there shall exist no Event of Default;

(b) The Improvements, Equipment and Inventory affected by the Casualty or Taking, as applicable, shall be capable of being restored (including replacements) to substantially the same condition, utility, quality and character, as existed immediately prior to such Casualty or Taking, as applicable, in all material respects with a fair market value and projected cash flow of the Property equal to or greater than prior to such Casualty or Taking, as applicable;

(c) Borrower shall demonstrate to Lender’s reasonable satisfaction Borrower’s ability to pay the Indebtedness coming due during such repair or restoration period (after taking into account proceeds from business interruption insurance carried by Borrower);

(d) Borrower shall have provided to Lender all of the following, and collaterally assigned the same to Lender pursuant to assignment documents acceptable to Lender; (i) an architect’s contract with an architect reasonably acceptable to Lender and complete plans and specifications for the Restoration of the Improvements, Equipment and Inventory lost or damaged to the condition, utility and value required by Section 7.8(b); (ii) fixed-price or guaranteed maximum cost construction contracts with contractors reasonably acceptable to Lender for completion of the Restoration work in accordance with the aforementioned plans and specifications; (iii) such additional funds (if any) as are necessary from time to time, in Lender’s reasonable opinion, to complete the Restoration (which funds shall be held by Lender as additional collateral securing the Indebtedness and shall be disbursed, if at all, pursuant to this Article 7); and (iv) copies of all permits and licenses necessary to complete the Restoration in accordance with the plans and specifications and all Legal Requirements.

(1) Borrower shall use commercially reasonable efforts to commence such work within one hundred twenty (120) days after such Casualty or Taking, as applicable, and shall diligently pursue such work to completion;

(e) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (A) the Maturity Date, (B) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or such Taking, as applicable, (C) the expiration of the business interruption insurance coverage referred to in Section 7.1(d) (unless Borrower deposits funds with Lender to cover the business interruption period not covered by such insurance), and (D) earliest date required pursuant to the terms of any TPO Lease; and

(f) the Property and the use thereof after the Restoration will be in compliance with all applicable Legal Requirements.

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Section 7.9 Disbursement.

(a) Each disbursement by Lender of such Restoration Proceeds shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices, including requiring lien waivers and any other documents, instruments or items which may be reasonably required by Lender.

(b) In no event shall Lender be obligated to make disbursements of Restoration Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as determined by Lender, less, as to each contractor, subcontractor or materialman engaged in a Restoration, an amount equal to the greater of (i) ten percent (10%) of the costs actually incurred for work in place as part of such Restoration, as reasonably determined by Lender, and (ii) the amount actually withheld by Borrower (the “Casualty Retainage”). The Casualty Retainage shall not be released until Lender reasonably determines that the Restoration has been completed in accordance with the provisions of this Agreement and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage.

ARTICLE 8

DEFAULTS

Section 8.1 Event of Default. The occurrence of one or more of the following events shall be an “Event of Default” hereunder:

(a) if Borrower fails to (i) make any scheduled payment of principal, interest, or amounts due under Article 3 on any Payment Date, or (ii) pay any other amount payable pursuant to the Loan Documents when due;

(b) if Borrower fails to pay the outstanding Indebtedness on the Maturity Date;

(c) the occurrence of the events identified elsewhere in this Agreement or the other Loan Documents as constituting an “Event of Default” hereunder or thereunder;

(d) any breach or violation of Section 5.7(c) (Leases), Section 5.8 (Place of Business; State of Organization), Article 6, Section 7.1 (Property and Time Element Insurance);

(e) if any representation or warranty made herein or in any other Loan Document, or in any report, certificate, financial statement or other Instrument, agreement or document furnished by Borrower, Pledgor or Guarantor in connection with this Agreement or any other Loan Document shall be false in any material respect as of the date such representation or warranty was made or remade;

(f) if Borrower, Pledgor, or Guarantor (i) makes an assignment for the benefit of creditors, (ii) has a receiver, liquidator or trustee appointed for it, (iii) is adjudicated as

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bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law or any similar federal or state law shall be filed by or against, consented to, solicited by, or acquiesced in by it, or (iv) has any proceeding for its insolvency, dissolution or liquidation instituted against it (any of the foregoing in clauses (i) through (iv), an “Insolvency Action”); provided, however, that if such Insolvency Action was involuntary and not consented to by Borrower, Pledgor, or Guarantor, as applicable, such Insolvency Action shall not be an Event of Default unless the same is not discharged, stayed or dismissed within ninety (90) days after the filing or commencement thereof;

(g) the failure of Borrower or Pledgor to maintain the insurance required pursuant to Article 7 (unless such failure results from the non-payment of premiums at a time when sufficient amounts for the payment thereof have been deposited with Lender pursuant to Section 3.1);

(h) if any guaranty given in connection with the Loan shall cease to be in full force and effect or any guarantor shall deny or disaffirm its obligations thereunder, or the death or legal incapacity of any such guarantor (provided, however, the death or legal incapacity of a guarantor shall not constitute an Event of Default or change in Control of Borrower or Pledgor provided that Lender shall have received a guaranty from a replacement guarantor satisfactory to Lender in its discretion within thirty (30) days following the death or legal incapacity of such guarantor and the requirements this Agreement and any other applicable provisions of the Loan Documents shall have been satisfied with respect to the replacement guarantor and replacement guaranty);

(i) (i) the consummation by Borrower, Pledgor or Guarantor of any transaction which would cause (A) the Loan or any exercise of Lender’s rights under the Loan Documents to constitute a non-exempt prohibited transaction under ERISA or (B) a violation of a state statute regulating governmental plans; (ii) the failure of any representation in Section 4.7 to be true and correct in all respects; or (iii) the failure of Borrower, Pledgor or Guarantor to provide Lender with the written certifications required by Section 5.11;

(j) the consummation by Borrower, Pledgor or Guarantor of any transaction which would cause (i) an OFAC Violation; (ii) the failure of any representation in Section 4.19 to be true and correct in all respects; or (iii) the failure of Borrower, Pledgor or Guarantor to comply with the provisions of Section 5.12, unless such default is cured within the lesser of (A) fifteen (15) days after written notice of such default to Borrower, Pledgor and Guarantor or (B) the shortest cure period, if any, provided for under any Laws applicable to such matters (including, without limitation, the Anti-Terrorism Regulations);

(k) (i) if the Property or Borrower Equity Collateral shall be taken, attached, or sequestered on execution or other process of law in any action against Borrower; or (ii) if the Pledgor Equity Collateral shall be taken, attached, or sequestered on execution or other process of law in any action against Pledgor;

(l) Intentionally omitted;

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(m) if any claim of priority (except based upon a Permitted Encumbrance) to the Loan Documents by title, lien, or otherwise shall be upheld by any court of competent jurisdiction or shall be consented to by Borrower or Pledgor;

(n) if any one report, statement, or item required under Section 5.5 is not received after the expiration of (y) thirty (30) days after written notice from Lender (the “First Notice”) and (z) ten (10) days after delivery of a second written notice from Lender (the “Second Notice”), which Second Notice shall not be delivered before the date that is thirty (30) days after delivery of the First Notice;

(o) any material default under the Ground Lease that is not cured within any applicable cure period or any Ground Lease is amended, modified, terminated, forfeited, or waived without Lender’s consent, or otherwise renewed, extended or changed except in accordance with the Loan Documents;

(p) any loss, termination, forfeiture or revocation of any of the Forest Service Permits or any Forest Service Permit is amended, modified, terminated, forfeited, or waived without Lender’s consent, or otherwise renewed, extended or changed except in accordance with the Loan Documents;

(q) any material default under any USFS Agreement that is not cured within any applicable cure period, or waived by the USFS;

(r) (i) any termination of any TPO Lease or (ii) any material default by a Borrower under any TPO Lease that is not cured within any applicable cure period contained in the applicable TPO Lease or other material default under any TPO Lease that could reasonably be expected to result in a Material Adverse Effect;

(s) any material default by a Borrower or Pledgor under any Material Agreement that is not cured within any applicable cure period contained in the applicable Material Agreement or other material default under any Material Agreement that could reasonably be expected to result in a Material Adverse Effect;

(t) any Event of Default set forth on Exhibit D occurs;

(u) a default shall be continuing under any of the other obligations, agreements, undertakings, terms, covenants, provisions or conditions of this Agreement not otherwise referred to in this Section 8.1, or under any other Loan Document, for ten (10) days after notice to Borrower (Pledgor, and Guarantor, if applicable), in the case of any default which can be cured by the payment of a sum of money or for thirty (30) days after written notice, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this clause (u) is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower (Pledgor or Guarantor, if applicable) shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower (Pledgor, or Guarantor, if applicable) in the exercise of due diligence to cure such default, but in no event shall such period exceed sixty (60) days after the original notice, unless such longer period is approved by Lender in its sole discretion;

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(v) if any default occurs under the Parent Debt Documents and such default is not cured within any applicable grace or cure period; or if the trustee acting on behalf of the holders of the Parent Debt and Related Guarantees ceases to be Wilmington Trust, FSB, or an insurance company, bank, or other financial institution, unrelated to Borrowers, Gatlinburg Obligor, and Parent, with assets in excess of One Billion and 00/100 Dollars ($1,000,000,000.00); and

(w) if there is any change in any management company under a management agreement relating to any Property or material change to a management agreement relating to any Property, change in lessee under any operating lease, or any other property operator under an operating agreement relating to any Property or any material change in any related operating agreement relating to any Property, in each case, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 8.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers and other remedies available to Lender against Borrower and/or Pledgor under any Loan Document, or at law or in equity may be exercised by Lender at any time and from time to time (including the right to accelerate and declare the outstanding Indebtedness to be immediately due and payable), without notice or demand, whether or not all or any portion of the Indebtedness shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any portion of the Property (including the Forest Service Land) or the Equity Collateral. Notwithstanding anything contained to the contrary herein, the outstanding Indebtedness shall be accelerated and immediately due and payable, without any election by Lender upon the occurrence of an Insolvency Action.

Section 8.3 Remedies Cumulative. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower and/or Pledgor pursuant to this Agreement or the other Loan Documents executed by or with respect to Borrower and/or Pledgor, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of any Event of Default shall not be construed to be a waiver of any subsequent Event of Default or to impair any remedy, right or power consequent thereon. Any and all of Lender’s rights with respect to the Property (including the Forest Service Land) and the Equity Collateral shall continue unimpaired, and Borrower and Pledgor shall be and remain obligated in accordance with the terms hereof, notwithstanding (i) the release or substitution of Property or the Equity Collateral at any time, or of any rights or interest therein or (ii) any delay, extension of time, renewal, compromise or other indulgence granted by Lender in the event of any Event of Default with respect to the Property (including the Forest Service Land), the Equity

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Collateral, or otherwise hereunder. Notwithstanding any other provision of this Agreement, Lender reserves the right to seek a deficiency judgment or preserve a deficiency claim, in connection with the foreclosure of (x) the Mortgage on the Property, to the extent necessary to foreclose on other parts of the Property or (y) the Pledge Agreement on the Equity Collateral, to the extent necessary to foreclose on other parts of the Equity Collateral, subject in any event to the exculpation provisions of Section 17 of the Note.

Section 8.4 Lender Appointed Attorney-In-Fact. Borrower and Pledgor hereby irrevocably and unconditionally constitute and appoint Lender as Borrower’s and Pledgor’s true and lawful attorney-in-fact, with full power of substitution, at any time after the occurrence and during the continuance of an Event of Default to execute, acknowledge and deliver any documents, agreements or instruments and to exercise and enforce every right, power, remedy, option and privilege of Borrower and/or Pledgor under all Loan Documents, and do in the name, place and stead of Borrower and/or Pledgor, all such acts, things and deeds for and on behalf of and in the name of Borrower and/or Pledgor under any Loan Document, which Borrower and/or Pledgor could or might do or which Lender may deem necessary or desirable to more fully vest in Lender the rights and remedies provided for under the Loan Documents and to accomplish the purposes thereof. The foregoing powers of attorney are irrevocable and coupled with an interest.

Section 8.5 Lender’s Right to Perform. If Borrower or Pledgor fails to perform any covenant or obligation contained herein for a period of five (5) Business Days after Borrower’s or Pledgor’s receipt of notice thereof from Lender, without in any way limiting Section 8.1, Lender may, but shall have no obligation to, perform, or cause performance of, such covenant or obligation, and the expenses of Lender incurred in connection therewith shall be payable by Borrower and Pledgor to Lender upon demand, together with interest thereon at the Default Rate. Notwithstanding the foregoing, Lender shall have no obligation to send notice to Borrower or Pledgor of any such failure.

ARTICLE 9

ENVIRONMENTAL PROVISIONS

Section 9.1 Environmental Representations and Warranties. Each of Borrower and Pledgor represents, warrants and covenants, as to itself and the Property (including the Forest Service Land), other than as disclosed to Lender in the Environmental Reports: (a) to Borrower’s and Pledgor’s knowledge, there are no Hazardous Substances or underground storage tanks in, on, or under the Property (including the Forest Service Land), except those that are both (i) in compliance with all Environmental Laws and with permits issued pursuant thereto and (ii) which do not require Remediation; (b) to Borrower’s and Pledgor’s knowledge, there are no past, present or threatened Releases of Hazardous Substances in, on, under, from or affecting the Property (including the Forest Service Land) which have not been fully Remediated in accordance with Environmental Law; (c) to Borrower’s and Pledgor’s knowledge, there is no Release or threat of any Release of Hazardous Substances which has migrated or is migrating to the Property (including the Forest Service Land); (d) to Borrower’s and Pledgor’s knowledge, there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Property (including the Forest Service Land) which has not been fully Remediated in accordance with Environmental Law; (e) none of Borrower and Pledgor knows of or has received any written notice or other communication from any Person

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(including a Governmental Authority) relating to Hazardous Substances or the Remediation thereof, of possible liability of any Person pursuant to any Environmental Law, other environmental conditions in connection with the Property (including the Forest Service Land), or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; and (f) Borrower and Pledgor have truthfully and fully provided to Lender, in writing, any and all information relating to conditions in, on, under or from the Property (including the Forest Service Land) that is known to Borrower and Pledgor (including information contained in files and records of Borrower and Pledgor), including any reports relating to Hazardous Substances in, on, under or from the Property (including the Forest Service Land) and/or to the environmental condition of the Property (including the Forest Service Land).

Section 9.2 Environmental Covenants. Each of Borrower and Pledgor covenants and agrees that: (a) all uses and operations on or of the Property (including the Forest Service Land), whether by Borrower or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Hazardous Substances used, present or Released in, on, under or from the Property (including the Forest Service Land), except those that are (i) in compliance with all Environmental Laws and with permits issued pursuant thereto; (ii) fully disclosed to Lender in the Environmental Reports; and (iii) which do not require Remediation; (c) each of Borrower and Pledgor shall, at its sole cost and expense, (i) fully and expeditiously cooperate in all activities pursuant to Section 9.3, including providing all relevant information and making knowledgeable Persons available for interviews; (ii) expeditiously effectuate Remediation of any condition (including a Release of a Hazardous Substance or violation of Environmental Laws) in, on, under or from the Property (including the Forest Service Land) for which Remediation is legally required and provide Lender with a copy of and a reasonable opportunity to review, approval and/or comment upon all reports and plans related to Remediation; (iii) comply with Environmental Laws; (iv) comply with any directive from any Governmental Authority unless such directive is disputed by Borrower or Pledgor in good faith and in compliance with applicable law; (v) demand and use reasonable efforts to enforce the terms, covenants, and conditions in the Existing Environmental Indemnity Agreements to be observed by the indemnitors, including, the obligation to complete Compliance Activity (as defined in the Existing Environmental Indemnity Agreements) within specified periods for the Property Conditions (as defined in the Existing Environmental Indemnity Agreements) identified on Exhibit B to each Existing Environmental Indemnity Agreement; and (vi) if the indemnitors pursuant to any of the Existing Environmental Indemnity Agreements fail to complete Compliance Activity within the specified periods for the Property Conditions, then, upon written demand by Lender, Borrower or Pledgor shall seek to enforce the indemnitors’ obligations, and if unable to successfully enforce such indemnitors’ obligations within a reasonable period of time, Borrower and/or Pledgor shall complete such Compliance Activity; and (d) Borrower shall immediately upon Borrower or Pledgor becoming aware notify Lender in writing of (A) any unlawful Releases or threatened Releases of Hazardous Substances in, on, under, from or migrating towards the Property (including the Forest Service Land); (B) any actual or alleged non-compliance with any Environmental Laws related in any way to the Property (including the Forest Service Land); (C) any actual or potential Lien imposed on Borrower, Pledgor or the Property pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other person (an “Environmental Lien”); (D) any required or proposed Remediation of environmental conditions relating to the Property (including the Forest Service Land); and (E) any written notice or other communication of which Borrower or Pledgor becomes aware from

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any source whatsoever relating in any way to an actual or threatened Release of Hazardous Substances in violation of Environmental Laws or the Remediation thereof or to any claim that Borrower or Pledgor is liable for the Release of Hazardous Substances or for the violation of Environmental Law; (e) Borrower and Pledgor shall, as may reasonably be required by Lender from time to time, but in no event more than twice yearly so long as no Event of Default exists, use its commercially reasonable efforts to provide Lender with an update, in form and substance reasonably satisfactory to Lender, as to the status of the Compliance Activity pursuant to the Existing Environmental Indemnity Agreements and any Remediation activities arising out of the Stevens Pass Environmental Issues; provided, however, if Lender has a reasonable belief that any such Compliance Activity or Remediation is not being completed in compliance with Environmental Laws or is not being diligently pursued to completion, Lender may require such reporting more frequently as it reasonably requires; and (f) neither Borrower nor Pledgor shall agree to any deed restriction, deed notice, restrictive covenant or other institutional control on the Property proposed as part of any Remediation or Compliance Activity. Borrower and Pledgor shall provide Lender with a copy of and a reasonable opportunity to review, approve and comment upon all reports related to such Compliance Activity or Remediation and any plan prepared with respect thereto regarding the Property Conditions and for which and to the same extent that Borrower or Pledgor has an opportunity to review, approve or comment upon prior to submission or implementation. Further, Borrower and Pledgor shall immediately notify Lender in writing upon becoming aware or receiving notice that (i) any Compliance Activity or Remediation is being implemented in violation of Environmental Laws or any requirement of a Governmental Authority, including, without limitation, any Voluntary Cleanup Agreement; or (ii) there is any material change in the scope, duration or cost of the Compliance Activity or Remediation which would be reasonably likely to adversely affect the use, operation or value of the Property (including the Forest Service Land), result in any liability to Borrower or Pledgor or any of its tenants or other occupants at the Property, or materially delay, condition or prevent the issuance of closure and/or no further action by the applicable Governmental Authority with jurisdiction with respect to the Property Conditions.

Section 9.3 Environmental Cooperation and Access. In the event any Indemnified Party has a reasonable basis for believing that an environmental condition exists on the Property (including the Forest Service Land) in violation of Environmental Laws, upon reasonable notice from Lender, Borrower and Pledgor shall, at Borrower’s and Pledgor’s sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to Lender to conduct any environmental assessment or audit (the scope of which shall be determined in the sole and absolute discretion of Lender) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing reasonably requested by Lender and promptly deliver to Lender the results of any such assessment, audit, sampling or other testing; and provided, further, that the Indemnified Parties and any other Person designated by the Indemnified Parties, may at its option, enter upon the Property (including the Forest Service Land) at all reasonable times to assess any and all aspects of the environmental condition of the Property (including the Forest Service Land) and its use.

Section 9.4 Environmental Indemnity. Each of Borrower and Pledgor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold each Indemnified Party harmless from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Party and directly or indirectly arising out of or in any way

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relating to any one or more of the following: (a) any past, present or future, actual or threatened Release of Hazardous Substances in, on, above, under, from or affecting the Property (including the Forest Service Land), or any Remediation thereof; (b) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (c) any misrepresentation or inaccuracy in any representation or warranty concerning Hazardous Substances; and (d) any breach of Section 9.1 or Section 9.2 of this Agreement (collectively, “Environmental Claims”); provided, however, that this indemnity shall not apply if Borrower can conclusively prove that (A) the contamination of the Property was caused solely by actions, conditions, or events that occurred after the date that Lender (or any purchaser at a foreclosure sale) actually acquired title to the Property, and (B) the contamination of the Property was not caused by, contributed to, enhanced, or exacerbated by the direct or indirect actions or inaction of Borrower, any partner(s) of Borrower, any partner(s) of any partner(s) of Borrower, any member(s) of Borrower, or any officer(s), shareholder(s), employee(s), or agent(s) of Borrower.

Section 9.5 Duty to Defend. Solely regarding Environmental Claims and upon request by any Indemnified Party, Borrower and Pledgor shall defend same (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved by such Indemnified Party. Alternatively, any Indemnified Party may, in its reasonable discretion and at its sole cost and expense, engage their own attorneys and other professionals to defend or assist them, and, at the option of such Indemnified Party, its attorneys shall control the resolution of any claim or proceeding, provided that no compromise or settlement shall be entered without the consent of Borrower and Pledgor, which consent shall not be unreasonably withheld. Upon demand, Borrower and Pledgor shall pay or, in the sole discretion of any Indemnified Party, reimburse, such Indemnified Party for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

ARTICLE 10

SECONDARY MARKET TRANSACTIONS

Section 10.1 General. Each of Borrower and Pledgor hereby acknowledges that Lender may in one or more transactions (a) sell or securitize the Loan or portions thereof in one or more transactions through the issuance of securities, which securities may be rated by the Rating Agencies, (b) sell or otherwise transfer the Loan or any portion thereof one or more times (including selling or assigning its duties, rights or obligations hereunder or under any Loan Document in whole, or in part, to a servicer and/or a trustee), (c) sell participation interests in the Loan one or more times, (d) re-securitize the securities issued in connection with any securitization, and/or (e) further divide the Loan into two or more separate notes or components and/or reallocate a portion of the Loan to a mezzanine loan to be secured by direct and/or indirect Equity Interests in Borrower or Pledgor (the transactions referred to in clauses (a) through (e) above, each a “Secondary Market Transaction” and collectively “Secondary Market Transactions”). With respect to any Secondary Market Transaction described in clause (e) above, (i) such notes, note components, and mezzanine loans may be assigned different principal amounts and interest rates, so long as immediately after the effective date of such modification, the aggregate amount of, and the weighted average of the interest rates payable under, any Loan and such component note(s) or mezzanine loan, equal the outstanding Principal Indebtedness of

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such Loan and applicable Interest Rate, respectively, immediately prior to such modification, and (ii) each of Borrower and Pledgor agrees, at Lender’s expense, to (A) modify its organizational structure to create one or more new Single-Purpose Entities to be the mezzanine borrower(s) (and to be otherwise satisfactory to Lender) and cause the same and any other owners of direct or indirect Equity Interest in Borrower or Pledgor to enter into such agreements deemed reasonably necessary by Lender to evidence and secure such mezzanine loan, and (B) execute and deliver to Lender such amendments to the Loan Documents, title insurance endorsements, legal opinions and other customary loan documentation as Lender may reasonably require in connection therewith).

Section 10.2 Borrower and Pledgor Cooperation. Each of Borrower and Pledgor shall execute and deliver to Lender such documents, instruments, certificates, financial statements, assignments and other writings, do such other acts and provide such information, and participate in such meetings and discussions, in each case that are necessary to facilitate the consummation of each Secondary Market Transaction, all at Lender’s expense.

Section 10.3 Dissemination of Information. If Lender determines at any time to participate in a Secondary Market Transaction, Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such securities (collectively, the “Investors”), any Rating Agency rating such securities, any organization maintaining databases on the underwriting and performance of commercial loans, trustee, counsel, accountant, and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, any direct or indirect equity owner of Borrower, Pledgor any direct or indirect equity owner of Pledgor, any guarantor, any indemnitor, the Equity Collateral and the Property (including the Forest Service Land), which shall have been furnished by Borrower, Pledgor, any Affiliate of Borrower or Pledgor, any guarantor, any indemnitor, or any party to any Loan Document, or otherwise furnished in connection with the Loan, as Lender in its discretion determines necessary or desirable.

Section 10.4 Change of Payment Date. At any time prior to securitization of the Loan by Lender, Lender shall have the right to change the Payment Date to a date other than as set forth in the Note (such new date, the “New Payment Date”) on thirty (30) days notice to Borrower; provided, however, that any such change in the Payment Date: (i) shall not modify the amount of regularly scheduled monthly principal and interest payments, except that the first payment of principal and interest payable on the New Payment Date shall be accompanied by interest at the Interest Rate for the period from the Payment Date in the month in which the New Payment Date first occurs to the New Payment Date and (ii) shall extend the Maturity Date to the New Payment Date occurring in the calendar month set forth in the definition of Maturity Date.

Section 10.5 Register. For purposes of this Section 10.5, “Registrar” means The Prudential Insurance Company of America unless the Loan is transferred and The Prudential Insurance Company of America no longer owns any interest in the Loan, in which case, the servicer of the Loan. The Registrar, as agent of Borrower, shall maintain a record that identifies each owner (including successors, assignees, and participants) of an interest in the Loan, including the name and address of the owner, and each owner’s rights to principal and interest (the “Register”), and shall record all transfers of an interest in the Loan, including each assignment and participation, in the Register. Failure to make any such recordation, or any error

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in such recordation shall not affect Borrower’s obligations in respect of such rights. Interests in the Loan (including assignments and participations) may be transferred only by notifying the Registrar, as agent of Borrower, of the proposed transfer and the name of the transferee, assignee or participant, and the Registrar, on behalf of Borrower, will update the Register to reflect the transfer. The Registrar shall permit Borrower to review such information as reasonably needed for Borrower to comply with its obligations under this Agreement or under any Legal Requirements. The parties intend for the Loan to be in registered form for tax purposes and this provision shall be construed in accordance with that intent.

Section 10.6 Borrower and Pledgor Indemnification. In connection with any Secondary Market Transaction, each of Borrower and Pledgor shall indemnify (a) each Indemnified Party and (b) the party that has filed the registration statement relating to the Secondary Market Transaction (the “Registration Statement”), each of its directors and officers who have signed the Registration Statement and each Person that controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the party named as depositor in any private placement memorandum and each of its directors and officers who have signed the Registration Statement and each Person that controls such party (collectively, the “Underwriter Group”), for any Losses to which any of them may become subject (i) insofar as the Losses arise out of or are based upon any untrue statement of any material fact made by Borrower, Pledgor or Guarantor with respect to Borrower or Pledgor, any of Borrower’s or Pledgor’s Affiliates, Guarantor, the Property (including the Forest Service Land), the Equity Collateral or any Third Party Operator, or arise out of or are based upon the omission by Borrower, Pledgor or Guarantor to state therein a material fact required to be stated in order to make such statements, in light of the circumstances under which they were made, not misleading, or (ii) as a result of any untrue statement of material fact in any of the financial statements of Borrower, Pledgor or Guarantor or the failure to include in such financial statements any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided however, the indemnification described in this Section 10.6 shall not apply to any matter described in the foregoing clauses (i) and (ii) in the event that, (a) Lender fails to provide the applicable Registration Statement (or drafts or excerpts thereof containing the statements regarding which indemnity is sought hereunder) to Borrower and/or Pledgor for review prior to the applicable Secondary Market Transaction, or (b) prior to the applicable Secondary Market Transaction, Borrower and/or Pledgor inform Lender in writing of the existence of any untrue statement of material fact or omission of a material fact described in the preceding clauses (i) and (ii), and Lender (or any applicable member of the Underwriter Group) fails to correct such untrue statement or omission. In addition, in connection with the foregoing, each of Borrower and Pledgor agrees to reimburse the Indemnified Party and the Underwriter Group for any legal or other expenses reasonably incurred by the Indemnified Party and the Underwriter Group in connection with investigating or defending the Losses.

Section 10.7 Additional Financial Information.

(a) If requested by Lender in connection with a public securitization in which the Loan constitutes at least ten percent (10%) of the assets of the securitization, Borrower and Pledgor, at Lender’s expense, shall provide Lender with all financial statements and other financial, statistical or operating information, to the extent required pursuant to Regulation S-X

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of the Securities Act or any other Legal Requirements in connection with any (1) preliminary or final private placement memorandum or other offering documents or (2) preliminary or final prospectus, as applicable (each, a “Disclosure Document”) or any filing under or pursuant to the Securities Act or the Exchange Act in connection with or relating to a securitization (each, a “Securities Filing”). All financial statements provided by Borrower and Pledgor pursuant to this Section shall be prepared in accordance with GAAP and shall meet the requirements of Regulation S-X and other applicable Legal Requirements. All financial statements reporting for a full operating year (1) shall be audited by the independent accountants in accordance with generally accepted auditing standards, Regulation S-X and all other applicable Legal Requirements, (ii) shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation S-X and all other applicable Legal Requirements, and (iii) shall be accompanied by a manually executed written consent of the independent accountants, acceptable to Lender, that authorizes the inclusion of such financial statements in any Disclosure Document or Securities Filing and permits the use of the name of such independent accountants and reference to such independent accountants as “experts” in any Disclosure Document and Securities Filing, all of which shall be provided, at Borrower’s and Pledgor’s expense, at the same time as the related financial statements are required to be provided. All other financial statements shall be certified by the chief financial officer of the Borrower and/or Pledgor, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph.

(b) If requested by Lender, Borrower and/or Pledgor shall provide Lender, promptly upon request, with any other or additional financial statements or financial, statistical or operating information as Lender determines to be required pursuant to Regulation S-X or other legal requirements in connection with any Disclosure Document or any Securities Filing.

ARTICLE 11

EXCULPATION

This Agreement and all obligations of Borrower hereunder, are and shall be subject to the exculpation provisions of Section 17 of the Note.

ARTICLE 12

MISCELLANEOUS

Section 12.1 Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of this Agreement and the execution and delivery by Borrower to Lender of the Note; and shall continue in full force and effect so long as any portion of the Indebtedness is outstanding and unpaid; provided, however, that the representations, warranties covenants and indemnities set forth in Sections 4.7, 4.19, 5.11, 5.12, 12.19, 12.25(b)(vi), (vii), (viii) and (ix) and Article 9 shall survive in perpetuity. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. All covenants, promises and agreements in this Agreement contained, by or on behalf of Borrower and Pledgor, shall inure to the benefit of the respective successors and assigns of Lender. Nothing in this Agreement or in any other Loan Document, express or implied, shall give to any Person other than the parties and the holder(s) of the Note, the Mortgage, the Pledge Agreement and the other Loan Documents, and their legal representatives, successors and assigns, any benefit or any legal or equitable right, remedy or claim hereunder.

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Section 12.2 Lender’s Discretion. Whenever pursuant to this Agreement or any other Loan Document, Lender exercises any right, option or election given to Lender to approve or disapprove, or consent or withhold consent, or any arrangement or term is to be satisfactory to Lender or is to be in Lender’s discretion, the decision of Lender to approve or disapprove, consent or withhold consent, or to decide whether arrangements or terms are satisfactory or not satisfactory or acceptable or not acceptable to Lender in Lender’s discretion, shall (except as is otherwise specifically herein provided) be in the sole and absolute discretion of Lender and may be given or withheld for any or for no reason or given conditionally.

Section 12.3 Governing Law; Venue.

(a) This Agreement and each of the other Loan Documents (except as set forth therein) shall be interpreted and enforced according to the laws of the State of New York (without giving effect to rules regarding conflict of laws).

(b) Each of Borrower and Pledgor hereby consents and submits to the exclusive jurisdiction and venue of the Supreme Court of New York County, New York, and the United States District Court for the Southern District of New York, with respect to any legal action or proceeding arising with respect to the Loan Documents and waives all objections which it may have to such jurisdiction and venue. Nothing herein shall, however, preclude or prevent Lender from bringing actions against Borrower and/or Pledgor in any other jurisdiction as may be necessary to enforce or realize upon the security for the Loan provided in any of the Loan Documents.

Section 12.4 Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, the Note or any other Loan Document, or consent to any departure by Borrower or Pledgor therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to or demand on Borrower or Pledgor shall entitle Borrower or Pledgor to any other or future notice or demand in the same, similar or other circumstances.

Section 12.5 Delay Not a Waiver. Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege under any Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under any Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under any Loan Document, or to declare a default for failure to effect prompt payment of any such other amount.

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Section 12.6 Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of attempted delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (d) telecopier (with answerback acknowledged) provided that such telecopied notice must also be delivered by one of the means set forth in (a), (b) or (c) above, addressed to the parties as follows:

If to Lender:	THE PRUDENTIAL INSURANCE
	COMPANY OF AMERICA
	Prudential Asset Resources
	2200 Ross Avenue
	Suite 4900E
	Dallas, TX 75201
	Attention: Asset Management Department
	Reference Loan Nos.: 706107211, 706107171 and 706108707
with a copy to:	THE PRUDENTIAL INSURANCE
	COMPANY OF AMERICA
	Prudential Asset Resources
	2200 Ross Avenue
	Suite 4900E
	Dallas, TX 75201
	Attention: Legal Department
	Reference Loan Nos.: 706107211, 706107171 and 706108707
and:	THE PRUDENTIAL INSURANCE
	COMPANY OF AMERICA
	Four Embarcadero Center
	Suite 2700
	San Francisco, CA 94111
	Attention: Regional Counsel
	Reference Loan Nos.: 706107211, 706107171 and 706108707
and:	Seyfarth Shaw LLP
	1075 Peachtree Street, N.E.
	Suite 2500
	Atlanta, GA 30309
	Attention: Newton J. Wardlaw, Esq.
	Facsimile No.: (404) 892-7056

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If to Borrower or Pledgor:	c/o CNL Lifestyle Properties, Inc.
	450 South Orange Avenue
	Orlando, FL 32801
	Attention: Joseph T. Johnson, SVP and CFO
	Attention: Holly Greer, Esq., SVP and General Counsel
	Facsimile No.: (407) 540-2544
with a copy to:	Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
	215 North Eola Drive
	Orlando, FL 32801
	Attention: William T. Dymond, Jr., Esq.
	Facsimile No.: (407) 843-4444

A party receiving a notice which does not comply with the technical requirements for notice under this Section 12.6 may elect to waive any deficiencies and treat the notice as having been properly given. A notice shall be deemed to have been given: (a) in the case of hand delivery, at the time of delivery; (b) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; (c) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day; or (d) in the case of telecopier, upon receipt of answerback confirmation, provided that such telecopied notice was also delivered as required in this Section 12.6.

Section 12.7 Trial By Jury. EACH OF BORROWER, PLEDGOR AND LENDER, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY ANY PARTY HERETO WITH RESPECT TO THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS.

Section 12.8 Headings. The Article and Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 12.9 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 12.10 Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower or Pledgor to any portion of the obligations of Borrower and Pledgor hereunder. To the extent Borrower or Pledgor makes a payment or payments to Lender for Borrower’s or Pledgor’s benefit, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

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Section 12.11 Waiver of Notice. Borrower and Pledgor shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and Pledgor and except with respect to matters for which Borrower or Pledgor is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Each of Borrower and Pledgor hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents does not specifically and expressly provide for the giving of notice by Lender to Borrower or Pledgor.

Section 12.12 Intentionally Omitted.

Section 12.13 Exhibits Incorporated. The information set forth on the cover, heading and recitals hereof, the Schedules attached hereto, the Exhibits attached hereto, are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 12.14 Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to the Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to the Loan, and the Loan Documents which Borrower or Pledgor may otherwise have against any assignor, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower or Pledgor in any action or proceeding brought by any such assignee upon, the Loan Documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower and Pledgor.

Section 12.15 No Joint Venture or Partnership. Borrower and Lender intend that the relationship created hereunder be solely that of borrower and lender. Pledgor and Lender intend that the relationship created hereunder be solely that of pledgor and pledgee. Nothing herein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between any of Borrower, Pledgor, Third Party Operator, any contractor or Governmental Authority and Lender nor to grant Lender any interest in the Property (including the Forest Service Land) or the Equity Collateral other than that of mortgagee, secured party or lender.

Section 12.16 Waiver of Marshalling of Assets Defense. To the fullest extent that each of Borrower and Pledgor may legally do so, each of Borrower and Pledgor waives all rights to a marshalling of the assets of Borrower, Pledgor, of the Equity Collateral and of the Property, or to a sale in inverse order of alienation in the event of foreclosure of the interests hereby created, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Property or the Equity Collateral for the collection of the Indebtedness without any prior or different resort for collection, or the right of Lender or any trustee under the Mortgage or the Pledge Agreement, as applicable, to the payment of the Indebtedness in preference to every other claimant whatsoever.

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Section 12.17 Waiver of Counterclaim. Each of Borrower and Pledgor hereby waives the right to assert a counterclaim, other than compulsory counterclaim, in any action or proceeding brought against Borrower or Pledgor by Lender or Lender’s agents.

Section 12.18 Construction of Documents. The parties hereto acknowledge that they were represented by counsel in connection with the negotiation and drafting of the Loan Documents and that the Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same.

Section 12.19 Brokers and Financial Advisors. Each of Borrower and Pledgor hereby represent that they have dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders (“Broker”) in connection with the transactions contemplated by this Agreement except for Holliday Fenoglio Fowler, LP. Each of Borrower and Pledgor hereby agrees to indemnify and hold Lender harmless from and against any and all Losses in any way relating to, arising out of or incurred as a result of the inaccuracy of such representation or a claim by any Person that such Person acted on behalf of Borrower or Pledgor in connection with the transactions contemplated herein. Notwithstanding anything to the contrary in any Loan Document, Borrower shall have full recourse liability for this indemnity. Borrower and Pledgor agree that Lender is not responsible for any advise, assurances, waivers or recommendations given to Borrower or Pledgor by Broker (including, without limitation, statements made concerning the economic terms of the agreements between Lender and Broker) or actions taken by Broker, that Lender and Borrower and Pledgor are dealing at arm’s length with each other in a commercial lending transaction, and that no fiduciary or other special relationship exists or shall exist between them. Borrower and Pledgor acknowledge and agree that Lender may have a separate compensation arrangement with Broker pursuant to which Lender may make payments to Broker or other compensation may be earned by Broker. The payments may, among others, take the form of (a) a direct, one-time payment and/or periodic payments, and/or (b) incentive payments or other benefits based on various factors, including, without limitation, the volume of business done with Lender (which may include the Loan and other loans made by Lender), over a longer period of time and/or (c) an ongoing interest strip in the Loan. Such compensation may be in addition to the fees paid to Broker by Borrower. In addition, Broker may act as a primary servicer or sub-servicer for (or retain the right to service) the Loan and receive fees or compensation, as determined by Lender, relating to (x) such servicing activity or (y) a buyout or other termination of such servicing rights. The provisions of this Section 12.19 shall survive the expiration and termination of this Agreement and the repayment of the Indebtedness.

Section 12.20 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

Section 12.21 Certificates. Borrower, Pledgor and Lender each hereby agree at any time and from time to time, but in no event more than one time per calendar quarter, upon not less than fifteen (15) days prior written notice by Borrower, Pledgor or Lender to execute, acknowledge and deliver to the party specified in such notice, a statement, in writing, certifying that this Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications hereto), and stating whether or not, to the knowledge of such certifying party, any Event of

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Default has occurred, and, if so, specifying each such Event of Default; provided, however, that it shall be a condition precedent to Lender’s obligation to deliver the statement pursuant to this Section 12.21, that Lender shall have received, together with Borrower’s or Pledgor’s request for such statement, a certificate of Borrower and/or Pledgor stating that no Event of Default exists as of the date of such certificate (or specifying such Event of Default).

Section 12.22 Reserved.

Section 12.23 Bankruptcy Waiver. Each of Borrower and Pledgor hereby agrees that, in consideration of the recitals and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, if Borrower or Pledgor (i) files with any bankruptcy court of competent jurisdiction or be the subject of any petition under Title 11 of the U.S. Code, as amended, (ii) is the subject of any order for relief issued under Title 11 of the U.S. Code, as amended, (iii) files or is the subject of any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or law relating to bankruptcy, insolvency or other relief of debtors, (iv) has sought or consents to or acquiesces in the appointment of any trustee, receiver, conservator or liquidator or (v) is the subject of any order, judgment or decree entered by any court of competent jurisdiction approving a petition filed against such party for any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency or other relief for debtors, the automatic stay provided by the U.S. Bankruptcy Code shall be modified and annulled as to Lender, so as to permit Lender to exercise any and all of its rights and remedies, upon request of Lender made on notice to Borrower and/or Pledgor and any other party in interest but without the need of further proof or hearing. Borrower, Pledgor or any Affiliate of Borrower or Pledgor shall not contest the enforceability of this Section 12.23.

Section 12.24 Entire Agreement. This Agreement, together with the Exhibits hereto and the other Loan Documents constitutes the entire agreement among the parties hereto with respect to the subject matter contained in this Agreement, the Schedules hereto, the Exhibits hereto and the other Loan Documents and supersedes all prior agreements, understandings and negotiations between the parties.

Section 12.25 Liability and Indemnification.

(a) Lender shall not be liable for any loss sustained by Borrower or Pledgor resulting from any act or omission of any Indemnified Party unless it is finally judicially determined that such loss was solely caused by the fraud, gross negligence or willful misconduct of Lender or any Indemnified Party. Lender shall not be obligated to perform or discharge any obligation, duty or liability with respect to the ownership, operation and/or maintenance of the Property or the Forrest Service Land (including under any Lease, Contract, Permit or Forest Service Permits) or the Equity Collateral or under or by reason of any Loan Document. Unless and until Lender becomes the fee owner of the Property (and the permit holder with respect to the Forest Service Land) following an Event of Default, the Loan Documents shall not place responsibility for the control, care, management or repair of the Property (including the Forest Service Land) upon Lender, nor for complying with any Lease, Contract, Permit or Forest Service Permits; nor shall it make Lender responsible or liable for any waste committed on the

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Property (including the Forest Service Land), or for any dangerous or defective condition of the Property (including the Forest Service Land), or for any negligence in the management, upkeep, repair or control of the Property (including the Forest Service Land) resulting in loss or injury or death to any tenant, licensee, guest, employee or stranger.

(b) Each of Borrower and Pledgor shall indemnify and hold each Indemnified Party harmless against any and all Losses, and reimburse them for any costs and expenses incurred, in connection with, arising out of or as a result of (i) the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, (ii) the creation, perfection or protection of Lender’s Liens in the Equity Collateral and the Property (including fees and expenses for title and lien searches and filing and recording fees, intangibles taxes, personal property taxes, mortgage recording taxes, due diligence expenses, travel expenses, accounting firm fees, costs of the appraisal, environmental report(s) (and an environmental consultant), surveys and the engineering report(s) obtained by or delivered to Lender in connection with the Loan, (iii) the negotiation, preparation, execution and delivery of any amendment, waiver or consent relating to any of the Loan Documents, (iv) the exercise of any of Lender’s or any Indemnified Party’s remedies under any Loan Document, (v) any alleged or actual obligations or undertakings to perform or discharge any obligation, duty or liability with respect to the ownership, operation and/or maintenance of the Property and the Forest Service Land (including under any Lease, Contract, Permit or Forest Service Permit), except to the extent that it is finally judicially determined that any such Loss resulted directly and solely from the fraud, gross negligence or willful misconduct of such Indemnified Party, (vi) any Transaction Taxes, (vii) (a) a Violation, (b) in the investigation, defense, and settlement of a Violation, (c) as a result of a breach of the representations in Section 4.7, (d) in correcting any prohibited transaction or the sale of a prohibited loan, and (e) in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s discretion, (viii) an OFAC Violation, or (ix) any Prior Taxes. If any Indemnified Party becomes involved in any action, proceeding or investigation in connection with any matter described in clauses (i) through (viii) above, Borrower and Pledgor shall upon request, defend such Indemnified Party (in Borrower’s, Pledgor’s or the Indemnified Party’s names) by attorneys and other professionals approved by such Indemnified Party. Notwithstanding the foregoing, the Indemnified Parties may, in their sole and absolute discretion and at their sole cost and expense, engage their own attorneys and professionals to defend or assist them and, at their option, their attorneys shall control the resolution of any claims or proceedings. Upon demand, Borrower and/or Pledgor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse and/or indemnify the Indemnified Parties for all costs imposed on, incurred by, or asserted against the Indemnified Parties by reason of any items set forth in this Section and/or the enforcement or preservation of the Indemnified Parties’ rights under the Loan Documents. Any amount payable to the Indemnified Parties under this Section shall (a) be deemed a demand obligation, (b) be part of the Indebtedness, (c) bear interest from the date of demand at the Default Rate, until paid if not paid on demand, and (d) be secured by the Lien of the Loan Documents.

Section 12.26 Publicity. Lender shall have the right, with reasonable notice and copies to the Borrower, to issue press releases, advertisements and other promotional materials describing the Loan (including the amount and purpose of the Loan) and Lender’s participation in the origination of the Loan or the Loan’s inclusion in any Secondary Market Transaction effectuated or to be effectuated by Lender. All news releases, publicity or advertising by

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Borrower, Pledgor or their respective affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender or any of its Affiliates shall be subject to the prior approval of Lender, except for disclosures required by law which shall not require Lender approval but which shall require prior notice to Lender.

Section 12.27 Time of the Essence. Time shall be of the essence in the performance of all obligations of Borrower and Pledgor hereunder and under each of the other Loan Documents.

Section 12.28 Taxes. All payments made under the Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, and all liabilities with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (“Transaction Taxes”). If Borrower or Pledgor is required by law to deduct any Transaction Taxes from any sum payable under the Loan Document, such sum shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 12.28), Lender receives an amount equal to the sum Lender would have received had no such deductions been made. In the event of the passage of any Legal Requirement subsequent to the date hereof in any manner changing or modifying Legal Requirements now in force governing the taxation of mortgages or security agreements or debts secured thereby or the manner of collecting such taxes so as to adversely affect Lender or the Lien of the Loan Documents, Borrower and/or Pledgor will pay any such tax on or before the due date thereof. In the event Borrower or Pledgor is prohibited by Legal Requirements from assuming liability for payment of any such taxes (or if any Legal Requirement would penalize Lender if Borrower or Pledgor makes such payment or if, in the reasonable opinion of Lender, the making of such payment might result in the imposition of interest beyond the Maximum Amount) or from paying any other Imposition, the outstanding Indebtedness shall, at the option of Lender, become due and payable on the date that is one hundred twenty (120) days after Lender provides notice to Borrower or Pledgor of such change in law and its election to accelerate the Maturity Date; and failure to pay such amounts on the date due shall be an Event of Default; provided, however, that any such prepayment made under this Section 12.28 shall be made without the payment of any Prepayment Premium.

Section 12.29 Further Assurances. Each of Borrower and Pledgor shall execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable in Lender’s reasonable discretion, to (a) evidence, preserve or protect the Property and the Equity Collateral at any time securing or intended to secure the Indebtedness, (b) enable Lender to perfect, exercise and enforce Lender’s rights and remedies under any Loan Document, (c) comply with any Legal Requirements, (d) resolve any conflicts between the Loan Documents and other agreements or contracts to which Borrower, Pledgor or the Property are subject, or (e) avoid, cure or mitigate any Material Adverse Effect.

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Section 12.30 Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender and any holder of any note representing all or any portion of the Loan (“Noteholder”) shall have:

(a) the right to call annual meetings (at which meetings the Lender and the other Noteholders who have similar rights under this Section may be permitted to attend, and any Noteholder may attend other meetings at such other times as the Lender or other Noteholders who have similar rights under this Section may be entitled to have) with Borrower’s and/or Pledgor’s management regarding the significant business activities and business and financial developments of the Borrower and Pledgor, provided, however, that such meetings shall not include discussions of environmental compliance programs or disposal of Hazardous Substances. Consultation meetings should occur at a mutually agreeable time and location; provided that the Borrower shall be under no obligation to follow or implement any advice or recommendations of Lender or any Noteholder at any such meeting. Otherwise, the Borrower shall not be required to hold any other meetings with Lender or any Noteholder unless it demonstrates to the reasonable satisfaction of the Borrower that other times (but not more frequently than quarterly) are required under applicable law after the date of this Agreement for Lender or any Noteholder to maintain its status as a “venture capital operating company” (a “VCOC”) as such term is defined in the U.S. Department of Labor Regulations codified at 29 C.F.R. Section 2510.3-101(d) (the “Plan Asset Regulation”);

(b) the right, in accordance with the terms of this Agreement, subject to compliance with applicable laws and confidentiality obligations to third parties, to examine the books and records of Borrower at any time upon reasonable notice and to a reasonable extent; provided that the rights granted in this Section shall be exercised no more than once during any twelve-month period or unless Lender or any Noteholder demonstrates to the reasonable satisfaction of the Borrower that other times are required by applicable law after the date of this Agreement for Lender or any Noteholder to maintain its status as a VCOC; provided further that Lender’s rights under this paragraph shall be at Lender’s cost unless Borrower is otherwise obligated to pay such costs pursuant to the Loan Documents; and

(c) the right, in accordance with the terms of this Agreement, to receive all financial reports required to be delivered to Lender under the Loan

The aforementioned consultation rights are intended by Lender and each Noteholder to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101. The rights described in this Section may be exercised by all of Lender, each Noteholder and any Person which is intended to qualify as a VCOC and owns directly or indirectly, substantially all of the interests in Lender or any Noteholder.

Section 12.31 Co-Lenders. All copies of documents, reports, requests and other delivery obligations of Borrower and Pledgor required in this Agreement or any other Loan Document shall be delivered by Borrower to each Co-Lender. The liabilities of each Co-Lender shall be several and not joint. Neither Co-Lender shall be responsible for the obligations of the other Co-Lender. All indemnities and similar agreements by Borrower or Pledgor and obligations for Losses, costs, expenses, damages, advances and similar amounts set forth in this Agreement or any other Loan Document shall run to and benefit each Co-Lender. Borrower and Pledgor acknowledge and agree that all consent, approval and similar rights (including, without limitation, all types mentioned in Section 12.2) may, at Lender’s option in its discretion, require the consent, approval, determination, and/or consultation of both Co-Lenders.

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ARTICLE 13

SPECIAL PROVISIONS

Section 13.1 Use of Terms. All references to “Borrower” in this Agreement shall be deemed to refer to one or more Individual Borrowers, as the context requires. All references to “Pledgor” in this Agreement shall be deemed to refer to one or more Individual Pledgors, as the context requires. All references to “Property” in this Agreement shall be deemed to refer to one or more of the properties described in each Mortgage encumbering the property identified on Schedule 2 (each an “Individual Property”), as the context requires. All references to “Equity Collateral” in this Agreement shall be deemed to refer to one or more of the equity collateral described in each Pledge Agreement pursuant to which an Individual Borrower or Individual Pledgor pledged its interest in the equity interest identified on Schedule 3 and Schedule 4 (each an “Individual Equity Collateral”), as the context requires. All references to “Borrower Equity Collateral” in this Agreement shall be deemed to refer to one or more of the equity collateral described in each Borrower Pledge Agreement pursuant to which an Individual Borrower pledged its interest in the equity interest identified on Schedule 3 (each an “Individual Borrower Equity Collateral” and collectively the “Borrower Equity Collateral”), as the context requires. All references to “Pledgor Equity Collateral” in this Agreement shall be deemed to refer to one or more of the equity collateral described in each Pledgor Pledge Agreement pursuant to which an Individual Pledgor pledged its interest in the equity interest identified on Schedule 4 (each an “Individual Pledgor Equity Collateral” and collectively the “Pledgor Equity Collateral”), as the context requires. It is the intent of the parties hereto in making any determination under the Loan Documents (including, without limitation, in determining whether (a) a breach of a representation, warranty or a covenant has occurred, (b) there has occurred an Event of Default, and (c) an event has occurred which would create recourse obligations under Section 17 of the Note) that any breach, occurrence or event with respect to any Individual Borrower, Individual Pledgor, Individual Property or Individual Equity Collateral shall be deemed to be a breach, occurrence or event with respect to all Individual Borrowers, all Individual Pledgors, all Individual Properties, and all Individual Equity Collateral and that all Individual Borrowers, all Individual Pledgors, all Individual Properties and all Individual Equity Collateral need not have been involved with or be the subject of such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Individual Borrower, every Individual Pledgor, every Individual Property, every Individual Equity Collateral and the Loan.

Section 13.2 Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets.

(a) Each Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Property and the Borrower Equity Collateral and each Pledgor’s interest in the Pledgor Equity Collateral and in reliance upon the aggregate of the Property and the Equity Collateral taken together being of greater value as collateral security than the sum of each Individual Property and each Individual Equity Collateral taken separately. Each Borrower and each Pledgor agrees that the Mortgages and the Pledge Agreements are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages or the Pledge Agreements shall constitute an Event of Default under each of the other Mortgages and Pledge Agreements; (ii) an Event of Default under any Note, this Agreement or any other Loan Document shall constitute an Event of Default under each

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Mortgage and each Pledge Agreement; (iii) each Mortgage shall constitute security for each Note as if a single blanket lien were placed on all of the Individual Properties as security for each Note; (iv) each Borrower Pledge Agreement shall constitute security for each Note as if a single blanket lien were placed on all of the Borrower Equity Collateral as security for each Note; (v) each Pledgor Pledge Agreement shall constitute security for the obligations of each Pledgor under the Loan Documents as if a single blanket lien were placed on all of the Pledgor Equity Collateral as security for such obligations; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.

(b) To the fullest extent permitted by law, each Borrower, for itself and its successors and assigns, and each Pledgor, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Pledgor, Borrower’s or Pledgor’s partners and others with interests in Borrower or Pledgor, and of the Property or the Equity Collateral, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Mortgages or Pledge Agreements, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Property or the Equity Collateral for the collection of the Loan without any prior or different resort for collection or of the right of Lender to the payment of the Indebtedness out of the net proceeds of the Property or the Equity Collateral in preference to every other claimant whatsoever. Each Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages (or the Borrower Pledge Agreements, as applicable), any equitable right otherwise available to Borrower which would require the separate sale of any portion of the Property (or the Borrower Equity Collateral, as applicable) or require Lender to exhaust its remedies against any Individual Property (or Individual Borrower Equity Collateral, as applicable) or any combination of the Individual Properties (or Individual Borrower Equity Collateral, as applicable) before proceeding against any other Individual Property (or Individual Borrower Equity Collateral, as applicable) or combination of Individual Properties (or Individual Borrower Equity Collateral, as applicable); and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Individual Properties (or Individual Borrower Equity Collateral, as applicable). Each Pledgor, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Pledgor Pledge Agreements, any equitable right otherwise available to Pledgor which would require the separate sale of any portion of the Pledgor Equity Collateral or require Lender to exhaust its remedies against any Individual Pledgor Equity Collateral or any combination of the Individual Pledgor Equity Collateral before proceeding against any other Individual Pledgor Equity Collateral or combination of Individual Pledgor Equity Collateral; and further in the event of such foreclosure Pledgor does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Individual Borrower Equity Collateral.

Section 13.3 Joint and Several Liability. Each Borrower shall be jointly and severally liable for payment of the Indebtedness of the Original Loan and the New Loan and performance of all other obligations of all Borrowers (or any of them) under this Agreement and any other Loan Document, subject to the exculpation provisions of Section 17 of the Note. Each Pledgor shall be jointly and severally liable for payment of the Indebtedness (pursuant to the Pledgor Pledge Agreements) and the performance of all other obligations of all Pledgors (or any of them) under this Agreement and any other Loan Document.

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Section 13.4 Borrower Contribution.

(a) Each Individual Borrower will benefit, directly and indirectly, from each Individual Borrower’s obligation to pay the aggregate Indebtedness and perform its obligations under the Loan Documents. In consideration therefor, the Individual Borrowers desire to enter into an allocation and contribution agreement among themselves as set forth in this Section 13.4 to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each of the Individual Borrowers in the event any payment is made by any Individual Borrower hereunder to Lender (any such payment, a “Borrower Contribution”, including any exercise of recourse by Lender against any Individual Property (or any portion thereof), or any Individual Borrower Equity Collateral (or any portion thereof), of an Individual Borrower and application of proceeds of such Individual Property (or any portion thereof) or any Individual Borrower Equity Collateral (or any portion thereof) in satisfaction of such Individual Borrower’s obligations to Lender under the Loan Documents).

(b) Each Individual Borrower shall be liable hereunder with respect to the aggregate Indebtedness only for such total maximum amount (if any) that would not render its Indebtedness hereunder or under any of the Loan Documents subject to avoidance under Section 548 of the Federal Bankruptcy Code or any comparable provisions of any State law.

(c) In order to provide for a fair and equitable contribution among Individual Borrowers in the event that any Borrower Contribution is made by an Individual Borrower (a “Funding Borrower”), such Funding Borrower shall be entitled to a reimbursement Borrower Contribution (“Borrower Reimbursement Contribution”) from all other Individual Borrowers for all payments, damages and expenses incurred by such Funding Borrower in discharging any of the aggregate Indebtedness, in the manner and to the extent set forth in this Section.

(d) Each Individual Borrower shall be liable to a Funding Borrower in an amount equal to the greater of (i) (A) the ratio of the Borrower Benefit Amount (as defined below) of such Individual Borrower to the total amount of aggregate Indebtedness, multiplied by (B) the amount of aggregate Indebtedness paid by such Funding Borrower, and (ii) ninety-five percent (95%) of the excess of (A) the fair saleable value of the Individual Property (or Individual Borrower Equity Collateral, as applicable) owned by such Individual Borrower over (B) the total liabilities of such Individual Borrower (including the maximum amount reasonably expected to become due in respect of contingent liabilities) determined as of the date on which the payment made by a Funding Borrower is deemed made for purposes hereof (giving effect to all payments made by other Funding Borrowers as of such date in a manner to maximize the amount of such Borrower Contributions). For purposes hereof, the “Borrower Benefited Amount” of any Individual Borrower as of any date of determination shall be the net value of the benefits to such Individual Borrower and its Affiliates from extensions of credit made by Lender to (1) such Individual Borrower and (2) the other Individual Borrowers hereunder and the other Loan Document to the extent such other Individual Borrowers have guaranteed, mortgaged, or pledged their respective Individual Properties or Individual Borrower Equity Collateral to secure the obligations of such Individual Borrower to Lender.

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(e) If at any time there exists more than one Funding Borrower with respect to any Borrower Contribution (in any such case, the “Applicable Borrower Contribution”), then Borrower Reimbursement Contributions from other Individual Borrowers shall be allocated among such Funding Borrowers in proportion to the total amount of the Borrower Contribution made for or on account of the other Individual Borrowers by each such Funding Borrower pursuant to the Applicable Borrower Contribution. If at any time any Individual Borrower pays an amount hereunder in excess of the amount calculated pursuant to this Section 13.4, such Individual Borrower shall be deemed to be a Funding Borrower to the extent of such excess and shall be entitled to a Borrower Reimbursement Contribution from the other Individual Borrowers in accordance with the provisions of this Section.

(f) Each Individual Borrower acknowledges that the right to Borrower Reimbursement Contribution hereunder shall constitute an asset in favor of such Individual Borrower to which such Borrower Reimbursement Contribution is owing.

(g) No Borrower Reimbursement Contribution payments payable by an Individual Borrower pursuant to the terms of this Section 13.4 shall be paid until all amounts then due and payable by all of Individual Borrowers to Lender, pursuant to the terms of the Loan Documents, are paid in full. Nothing contained in this Section 13.4 shall limit or affect the Indebtedness of any Individual Borrower to Lender under the Note or any other Loan Documents.

(h) Each Individual Borrower waives:

(i) any right to require Lender to proceed against any other Individual Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power before proceeding against such Individual Borrower;

(ii) any defense or rights based upon or arising out of: (A) any legal disability or other defense of any other Individual Borrower, any guarantor of any other person or by reason of the cessation or limitation of the liability of any other Individual Borrower or any guarantor from any cause other than full payment of all sums payable under the Note and the other Loan Documents; (B) any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Individual Borrower or any principal of any other Individual Borrower or any defect in the formation of any other Individual Borrower or any principal of any other Individual Borrower; (C) any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (D) any failure by Lender to obtain collateral for the Indebtedness or failure by Lender to perfect a lien on any Individual Property (or any portion thereof), or any Individual Borrower Equity Collateral (or any portion thereof); (E) presentment, demand, protest and notice of any kind; (F) any failure of Lender to give notice of sale or other disposition of any Individual Property (or any portion thereof) or any Individual Borrower Equity Collateral (or any portion thereof) to any other Individual Borrower or to any other Person or any defect in any notice that may be given in connection with any such sale or disposition; (G) intentionally omitted; (H) any use of cash collateral under Section 363 of the Federal Bankruptcy Code; (I) any agreement or stipulation entered into by Lender with respect to

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the provision of adequate protection in any bankruptcy proceeding; (J) any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (K) the avoidance of any security interest in favor of Lender for any reason; (L) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, including any discharge of, or bar or stay against collecting, all or any of the obligations evidenced by the Note or owing under any of the Loan Documents; (M) such Individual Borrower’s, or any other party’s, resignation of the portion of any obligation secured by the Mortgages to be satisfied by any payment from any other Individual Borrower or any such party; or (N) an election of remedies by Lender even though the election of remedies, such as non - judicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed such Individual Borrower’s rights of subrogation and reimbursement against any other Individual Borrower;

(iii) all rights and defenses that such Individual Borrower may have because any of the Indebtedness is secured by real property. This means, among other things, subject to the exculpation provisions of Section 17 of the Note: (A) Lender may collect from such Individual Borrower without first foreclosing on any real or personal property collateral pledged by any other Individual Borrower; (B) if Lender forecloses on any real property collateral pledged by any other Individual Borrower, (1) the amount of the aggregate Indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) Lender may collect from such Individual Borrower even if any other Individual Borrower, by foreclosing on the real property collateral, has destroyed any right such Individual Borrower may have to collect from any other Individual Borrower. This is an unconditional and irrevocable waiver of any rights and defenses such Individual Borrower may have because any of the Indebtedness is secured by real property; and

(iv) except as may be expressly and specifically permitted herein, any claim or other right which such Individual Borrower might now have or hereafter acquire against any other Individual Borrower or any other person that arises from the existence or performance of any obligations under the Note or the other Loan Documents, including any of the following: (A) any right of subrogation, reimbursement, exoneration, contribution, or indemnification; or (B) any right to participate in any claim or remedy of Lender against any other Individual Borrower or any collateral security therefor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law.

Section 13.5 Pledgor Contribution.

(a) Each Individual Pledgor will benefit, directly and indirectly, from each Individual Pledgor’s obligation to pay the aggregate Indebtedness (pursuant to the Pledgor Pledge Agreements) and perform its obligations under the Loan Documents. In consideration therefor, Individual Pledgors desire to enter into an allocation and contribution agreement among themselves as set forth in this Section 13.5 to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each of the Individual Pledgor’s in the event any payment is made by any Individual Pledgor to Lender pursuant to any Loan Document (any such payment, a “Pledgor Contribution”, including any exercise of recourse by Lender against any Individual Pledgor Equity Collateral (or any portion thereof) of

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an Individual Pledgor and application of proceeds of such Individual Pledgor Equity Collateral (or any portion thereof) in satisfaction of such Individual Pledgor’s obligations to Lender under the Loan Documents).

(b) Each Individual Pledgor shall be liable with respect to the aggregate Indebtedness pursuant to Pledgor Pledge Agreements only for such total maximum amount (if any) that would not render its obligations hereunder or under any of the Loan Documents subject to avoidance under Section 548 of the Federal Bankruptcy Code or any comparable provisions of any State law.

(c) In order to provide for a fair and equitable contribution among Individual Pledgors in the event that any Pledgor Contribution is made by an Individual Pledgor (a “Funding Pledgor”), such Funding Pledgor shall be entitled to a reimbursement Pledgor Contribution (“Pledgor Reimbursement Contribution”) from all other Individual Pledgor for all payments, damages and expenses incurred by such Funding Pledgor in discharging any of the Indebtedness, in the manner and to the extent set forth in this Section.

(d) Each Individual Pledgor shall be liable to a Funding Pledgor in an amount equal to the greater of (i) (A) the ratio of the Pledgor Benefit Amount (as defined below) of such Individual Pledgor to the total amount of Indebtedness, multiplied by (B) the amount of Indebtedness paid by such Funding Pledgor, and (ii) ninety-five percent (95%) of the excess of (A) the fair saleable value of the Individual Pledgor Equity Collateral owned by such Individual Pledgor over (B) the total liabilities of such Individual Pledgor (including the maximum amount reasonably expected to become due in respect of contingent liabilities) determined as of the date on which the payment made by a Funding Pledgor is deemed made for purposes hereof (giving effect to all payments made by other Funding Pledgor as of such date in a manner to maximize the amount of such Pledgor Contributions). For purposes hereof, the “Pledgor Benefited Amount” of any Individual Pledgor as of any date of determination shall be the net value of the benefits to such Individual Pledgor and its Affiliates from extensions of credit made by Lender to Borrower.

(e) If at any time there exists more than one Funding Pledgor with respect to any Pledgor Contribution (in any such case, the “Applicable Pledgor Contribution”), then Pledgor Reimbursement Contributions from other Individual Pledgor shall be allocated among such Funding Pledgor in proportion to the total amount of the Pledgor Contribution made for or on account of the other Individual Pledgor by each such Funding Pledgor pursuant to the Applicable Pledgor Contribution. If at any time any Individual Pledgor pays an amount hereunder in excess of the amount calculated pursuant to this Section 13.5, such Individual Pledgor shall be deemed to be a Funding Pledgor to the extent of such excess and shall be entitled to a Pledgor Reimbursement Contribution from the other Individual Pledgor in accordance with the provisions of this Section.

(f) Each Individual Pledgor acknowledges that the right to Pledgor Reimbursement Contribution hereunder shall constitute an asset in favor of such Individual Pledgor to which such Pledgor Reimbursement Contribution is owing.

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(g) No Pledgor Reimbursement Contribution payments payable by an Individual Pledgor pursuant to the terms of this Section 13.5 shall be paid until all amounts then due and payable by all of the Individual Pledgor to Lender, pursuant to the terms of the Loan Documents, are paid in full. Nothing contained in this Section 13.5 shall limit or affect the guaranty of the Indebtedness of any Individual Pledgor to Lender under the Pledgor Pledge Agreements or any other Loan Documents.

(h) Each Individual Pledgor waives:

(i) any right to require Lender to proceed against any other Individual Pledgor or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power before proceeding against such Individual Pledgor;

(ii) any defense or rights based upon or arising out of: (A) any legal disability or other defense of any other Individual Pledgor, any guarantor of any other person or by reason of the cessation or limitation of the liability of any other Individual Pledgor or any guarantor from any cause other than full payment of all sums payable under the Pledgor Pledge Agreements and the other Loan Documents; (B) any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Individual Pledgor or any principal of any other Individual Pledgor or any defect in the formation of any other Individual Pledgor or any principal of any other Individual Pledgor; (C) any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (D) any failure by Lender to obtain collateral for the Indebtedness or failure by Lender to perfect a lien on any Individual Pledgor Equity Collateral (or any portion thereof); (E) presentment, demand, protest and notice of any kind; (F) any failure of Lender to give notice of sale or other disposition of any Individual Pledgor Equity Collateral (or any portion thereof) to any other Individual Pledgor or to any other Person or any defect in any notice that may be given in connection with any such sale or disposition; (G) intentionally omitted; (H) any use of cash collateral under Section 363 of the Federal Bankruptcy Code; (I) any agreement or stipulation entered into by Lender with respect to the provision of adequate protection in any bankruptcy proceeding; (J) any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (K) the avoidance of any security interest in favor of Lender for any reason; (L) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, including any discharge of, or bar or stay against collecting, all or any of the obligations evidenced by the Note or owing under the Pledgor Pledge Agreements or any of the Loan Documents; (M) such Individual Pledgor’s, or any other party’s, resignation of the portion of any obligation secured by the Pledgor Pledge Agreements to be satisfied by any payment from any other Individual Pledgor or any such party; or (N) an election of remedies by Lender even though the election of remedies, such as non - judicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed such Individual Pledgor’s rights of subrogation and reimbursement against any other Individual Pledgor;

(iii) except as may be expressly and specifically permitted herein, any claim or other right which such Individual Pledgor might now have or hereafter acquire against any other Individual Pledgor or any other person that arises from the existence or performance of

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any obligations under the Pledgor Pledge Agreements or the other Loan Documents, including any of the following: (A) any right of subrogation, reimbursement, exoneration, contribution, or indemnification; or (B) any right to participate in any claim or remedy of Lender against any other Individual Pledgor or any collateral security therefor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law.

Section 13.6 Partial Release.

(a) Upon not less than sixty (60) days prior written notice from Borrower, Lender shall release (a “Property Release”) an Individual Property from the Lien of the Loan Documents (a “Released Property”), upon the satisfaction (as determined by Lender in its discretion) of all of the following terms and conditions:

(i) at the time of the request and the time of the proposed Property Release, there shall exist no Event of Default, and there shall exist no condition or state of facts which with the passage of time or the giving of notice or both, would constitute a default under the Loan Documents;

(ii) any such request may be made no sooner than the later of (a) nine (9) months after the Closing Date or (b) six (6) months after the completion of the most recent Property Release or Substitution, and such written request must be received no later than twelve (12) months prior to the Maturity Date (except under the circumstances described in subsection (f) below with respect to the Brighton Ski Resort);

(iii) each Released Property shall consist of an Individual Property, and each Property Release shall involve no more than one Individual Property;

(iv) for each Released Property, Borrower shall have paid to Lender the “Release Price”, which shall be equal to (a) one hundred ten percent (110%) of the then unpaid principal balance of the Allocated Loan Amount applicable to the Released Property (such amount shall herein be called the “Principal Payment Amount”) plus (b) the applicable Prepayment Premium (based on the Principal Payment Amount) plus (c) all accrued interest with respect to Allocated Loan Amount applicable to the Released Property and all accrued and unpaid charges and other amounts with respect to the Loan;

(v) the Principal Payment Amount shall be applied to pay in full the principal balance due with respect to the Allocated Loan Amount applicable to the Released Property, and Lender, in its discretion, shall apply the portion of the Principal Payment Amount which is in excess of the then outstanding principal balance of the Allocated Loan Amount applicable to the Released Property to one of more of the other Allocated Loan Amounts applicable to the other Individual Properties;

(vi) Lender shall have determined that following the Property Release, the Debt Service Coverage Ratio, calculated with respect to the remaining Property (excluding the Released Property) shall be at least equal to 2.00 to 1.00. In the event the Debt Service Coverage Ratio of the remaining Property (excluding the Released Property) is less than the required level, Borrower shall have the right, subject to payment of the applicable Prepayment Premium, to pay Lender the amount necessary to increase the Debt Service Coverage Ratio of the remaining Property (excluding the Released Property) to the required level;

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(vii) Lender shall have determined that following the Property Release, the Loan to Value Ratio, calculated with respect to the remaining Property (excluding the Released Property), shall not exceed fifty percent (50%). In the event the Loan to Value Ratio of the remaining Property (excluding the Released Property) exceeds the required level, Borrower shall have the right, subject to payment of the Prepayment Premium, to pay Lender the amount necessary to reduce the Loan to Value Ratio of the remaining Property (excluding the Released Property) to the required level;

(viii) at the time the Borrower makes its written request to Lender for a Property Release, Borrower shall pay to Lender a non-refundable administrative fee of $25,000. Such non-refundable administrative fee shall be deemed earned by Lender upon its receipt by Lender and shall not be applied to the Principal Payment Amount, the Prepayment Premium, or any other amount due under this provision;

(ix) whether or not the Property Release actually closes, Borrower shall pay to Lender all escrow, closing and recording charges and taxes including, but not limited to, the cost of preparing and delivering releases, any re-conveyance documentation and modifications of the Loan Documents, including legal fees and costs, the cost of any title insurance endorsements that Lender may require, any expenses incurred by the Lender in connection with the Property Release, and any sums then due and payable under the Loan Documents;

(x) Lender has determined that, following the release of the Released Property, the unpaid principal balance of the Loan shall be greater than sixty-one percent (61%) of the original principal amount of the Loan;

(xi) In the event that Northstar is a party to a TPO Lease pertaining to an Individual Property that is subject to a Property Release, Northstar shall be released from liability under such TPO Lease; and

(xii) Such other terms and conditions as Lender shall reasonably require.

(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, Borrower shall only have the right to a combined cumulative total (during the entire term of the Loan) of two (2) Property Releases and Substitutions; provided however, in the event that two (2) Individual Properties other than the Brighton Ski Resort have been subject to a Property Release, Borrower shall have the right to a third (3^rd) Property Release for the Brighton Ski Resort only, subject to the conditions of subsection (f) below.

(c) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in no event shall the Individual Property identified as “Northstar at Tahoe” on Schedule 2 be eligible for a Property Release.

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(d) For each Property Release, the Release Property shall include (i) all “Property” as defined in the applicable Mortgage encumbering the Individual Property to be released and (ii) all “Equity Collateral” as defined in the Pledge Agreement encumbering the Individual Pledgor Equity Collateral and the Individual Borrower Equity Collateral relating to the Individual Property to be released, as determined by Lender.

(e) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, this Section 13.6 shall be personal to the Borrower, and no transferee of Borrower shall have any rights under this Section 13.6.

(f) Borrower shall have the right to a third (3^rd) Property Release for the Brighton Ski Resort only, during the six months immediately preceding the Maturity Date, provided that (i) the Principal Payment Amount with respect to a Property Release of the Brighton Ski Resort during the six (6) months immediately preceding the Maturity Date shall be equal to the greater of (a) the Principal Payment Amount determined in accordance with Section 13.6(a)(iv) hereof, or (b) one hundred percent (100%) of the net sales proceeds (after payment of customary and reasonable closing costs reasonably approved by Lender), and (ii) the Principal Payment Amount determined pursuant to the preceding clause (i) shall be paid directly to Lender by the purchaser of the Brighton Ski Resort or by the escrow agent for such Property Release. Except as expressly provided in the immediately preceding sentence, any Property Release of the Brighton Ski Resort occurring within six (6) months of the Maturity Date shall comply with all other provisions of this Section 13.6.

(g) In the event that the Principal Payment Amount with respect to the Brighton Ski Resort determined in accordance with the preceding Section 13.6(f) is insufficient to (i) increase the Debt Service Coverage Ratio of the remaining Property (excluding the Released Property) to the level required pursuant to Section 13.6(a)(vi), and (ii) reduce the Loan to Value Ratio of the remaining Property (excluding the Released Property) to the level required pursuant to Section 13.6(a)(vii), then the Borrower shall pay to Lender the amounts necessary to satisfy the requirements of Sections 13.6(a)(vi) and (vii). Without limitation of the foregoing, in the event that Lender releases the Brighton Ski Resort pursuant to Section 2 of that certain Subordination, Non-Disturbance, Attornment and Estoppel Agreement of even date herewith by and among Lender, Third Party Operator, and Brighton, Borrower covenants and agrees to satisfy and perform the requirements of this Section 13.6.

Section 13.7 Substitution of Collateral.

(a) Upon prior written notice to Lender, Borrower shall be entitled to obtain a release of a Mortgage on an Individual Property (an “Exiting Property”) upon substituting therefore (a “Substitution”) another property (the “Substitute Property”) satisfactory to Lender (in its discretion) upon satisfaction (as determined by Lender in its discretion) of all of the following terms and conditions:

(i) at the time of Borrower’s request for a Substitution and at the time of the proposed Substitution, there shall exist no Event of Default, and there shall exist no condition or state of facts, which with the passage of time or the giving of notice, or both, would constitute a default under the Loan Documents;

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(ii) no Event of Default shall have occurred at any time from the Closing Date to the date of consummation of the proposed Substitution;

(iii) a Substitution shall involve only one (1) Individual Property;

(iv) the Substitution shall be in conjunction with the sale of the Exiting Property to a third party unrelated to the Borrower, and Lender shall not be obligated to consummate the Substitution in the event the proposed sale of the Exiting Property shall not actually be consummated;

(v) upon Borrower’s written request for a Substitution, Borrower shall deliver to Lender a copy of the then current draft of the sale agreement pertaining to the sale of the Exiting Property, and as soon as available after Borrower’s written request for a Substitution, Borrower shall deliver to Lender a copy of the fully executed sale agreement (along with a marked copy of such fully executed sale agreement indicating all changes made after the draft of the sale agreement previously delivered to Lender), but in no event shall the delivery of such fully executed sale agreement and such marked sale agreement be later than two (2) Business Days after Borrower’s execution of such sale agreement, and in all events such delivery shall be made at least thirty (30) days prior to the end of Lender’s period (as specified below) for processing such Substitution;

(vi) any written request by Borrower to Lender for a Substitution may be made no sooner than the later of (i) nine (9) months after the Closing Date or (ii) six (6) months after the completion of the most recent Property Release or Substitution, and any such written request must be received no later than twelve (12) months prior to the Maturity Date;

(vii) the proposed Substitute Property shall constitute the fee simple estate or long term ground lease to such property, and no joint venture or partnership interests shall be permitted;

(viii) the ownership entity and structure of the Substitute Property shall be identical to the ownership entity and structure of the Exiting Property;

(ix) if requested by Lender, Lender shall receive a pledge of Equity Interests in the ownership entities of the Substitute Property, such Equity Interests to be pledged shall be determined by Lender, in Lender’s sole discretion. Such pledge of Equity Interests shall be documented on the form of pledge agreement delivered to Lender on the Closing Date, as may be modified in Lender’s sole and absolute discretion;

(x) at the time of the Substitution, the Substitute Property shall not be less than one-hundred percent (100%) occupied by third-party tenants in occupancy and paying rent, and free rent or other rental concessions shall have been extinguished except as may otherwise be approved in writing by Lender;

(xi) the credit of the tenants (or if a lease is guaranteed, the credit of the guarantor so long as such lease is guaranteed pursuant to a guaranty satisfactory to Lender) occupying the Substitute Property and the lease rollover schedule for such tenants shall be satisfactory to Lender;

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(xii) Lender shall have received a physical condition report (conforming with Lender’s then current underwriting standards) of the Substitute Property from an engineer or architect chosen by Lender, which report shall be satisfactory in all respects to Lender. In addition, Lender shall have received an environmental report (conforming with Lender’s then current underwriting standards) of the Substitute Property from an environmental consulting firm chosen by Lender, which environmental report shall be satisfactory in all respects to Lender. The cost of preparation of all such reports and all necessary inspections shall be paid by Borrower;

(xiii) the Substitute Property (including, without limitation, the location, the demographics of the market area, appearance, configuration, quality and age of the Substitute Property) shall be satisfactory to Lender;

(xiv) the value and NOI of the Substitute Property shall equal or exceed the then-market value and NOI of the Exiting Property, all as determined by Lender;

(xv) all conditions that Borrower was obligated to meet and satisfy under the terms of the Original Loan Application in connection with the closing of the Loan, or, if required by Lender, Lender’s then current closing and underwriting requirements, shall be satisfied regarding the Substitute Property, including without limitation, that (i) all Loan Documents shall be satisfactory to Lender, (ii) Lender receives satisfactory legal opinions from Borrower’s counsel, (iii) title to the Substitute Property shall be satisfactory in all respects to Lender (including, without limitation, evidence that Lender shall have a first and exclusive lien on the fee simple interest in the Substitute Property), (iv) Lender shall receive a satisfactory survey and title insurance policy, (v) Lender receives satisfactory evidence that the Substitute Property complies with all applicable governmental requirements, (vi) Borrower’s current financial condition shall be satisfactory, and (vii) if applicable, Borrower shall deliver such tri-party agreements requested by Lender in connection with any USFS permits;

(xvi) at the same time Borrower delivers its written notice to Lender requesting a Substitution, Borrower shall pay to Lender a non-refundable administrative fee of $50,000 (the “Substitution Administrative Fee”), and the Substitution Administrative Fee shall be deemed earned by Lender upon Lender’s receipt of such fee. At the closing of the Substitution, Borrower shall pay to Lender a non-refundable fee of 0.5% of the Allocated Loan Amount for the Exiting Property, but Lender shall credit against such 0.5% fee (which fee shall not be less than zero) the Substitution Administrative Fee Borrower previously paid to Lender. Neither the Substitution Administrative Fee nor the 0.5% fee shall be applied to the Allocated Loan Amount or the outstanding principal balance due under the Loan;

(xvii) whether or not the Substitution actually closes, Borrower shall pay all costs and expenses associated with the Substitution, including but not limited to, title insurance and survey fees and expenses, recording charges and taxes, documentary stamp taxes, intangible taxes, attorneys’ fees (including attorneys’ fees and expenses for Lender’s staff attorneys and outside counsel), fees of Lender’s architect and engineer, and fees related to any environmental report;

(xviii) Lender shall have determined after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Loan to

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Value Ratio for the Property shall not exceed fifty percent (50%), and Lender shall have determined that after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Debt Service Coverage Ratio for the Property shall be at least 2.00 to 1.00, or in Lender’s good faith discretion, as low as 1.80 to 1.00 depending on the quality, size, operating history, industry reputation, purchase price or other factors which Lender may take into account at that time;

(xix) Lender shall have determined, that following the Substitution, the Allocated Loan Amounts of all Individual Properties that comprised part of the Property on the Closing Date and that would remain as part of the Property, shall be greater than 70% of the total original principal amount of the Loan;

(xx) Lender’s decision to accept or reject any proposed Substitute Property shall be in Lender’s discretion, it being understood that, without limiting the foregoing, under no circumstances shall the Substitute Property qualify for a Substitution unless the value of the Substitute Property is, in Lender’s judgment, equal to or greater than one hundred percent (100%) of the value of the Property, as determined by Lender, and is at least equal to the Property in each of the following respects: (a) stability of cash flow, taking into consideration weighted average lease maturities; (b) tenant credit and quality and diversification; (c) building quality and diversification; and (d) location quality and diversification. Borrower acknowledges that Lender may reject a property proposed as a Substitute Property for any reason or without giving a reason, and Borrower assumes such risk notwithstanding that it may spend substantial resources preparing the reports and other information required by Lender with respect to the Substitute Property;

(xxi) Lender determines in its discretion that the Substitution would not result in a violation of the ERISA provisions contained in Lender’s then current underwriting guidelines, and Borrower delivers such certifications and other documents as Lender may request in connection therewith; and

(xxii) Lender is satisfied, and Borrower shall deliver such assurances as may be reasonably requested by Lender (including a reaffirmation certification or other agreement) that any guaranty, indemnity or similar instrument delivered to Lender in connection with the Loan remains in full force and effect, notwithstanding and taking into consideration the Substitution.

(b) Lender shall have at least sixty (60) days in which to process any request to effect a Substitution after receipt of (1) all materials and information necessary to evaluate such request and (2) the Substitution Administrative Fee.

(c) The Substitute Property shall have the same unpaid principal balance allocated to such Substitute Property as the then existing unpaid principal balance allocated to the Exiting Property at the time of the closing of the Substitution.

(d) Notwithstanding anything to the contrary in this Agreement or in any Loan Documents, the Individual Property identified as “Northstar at Tahoe” on Schedule 2 shall never be substituted for and shall remain a part of the Property during the entire term of the Loan, unless Borrower substitutes a property that is acceptable to Lender in Lender’s discretion;

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(e) Notwithstanding anything to the contrary in this Agreement or in any Loan Document, Borrower shall only have the right to a combined cumulative total (during the entire term of the Loan) of two (2) Substitutions and Property Releases.

(f) For each Substitution, the Exiting Property shall include (i) all “Property” as defined in the applicable Mortgage encumbering the Individual Property to be Substituted and (ii) all “Equity Collateral” as defined in the Pledge Agreement encumbering the Individual Pledgor Equity Collateral and the Individual Borrower Equity Collateral relating to the Individual Property to be released, as determined by Lender.

(g) Notwithstanding anything to the contrary in this Agreement or in any Loan Document, this Section 13.7 shall be personal to the original Borrower under the Loan, and no transferee shall have any rights under this Section 13.7.

Section 13.8 Ground Leases.

(a) Each of Borrower and Pledgor hereby covenants, represents and warrants to Lender with respect to each Ground Lease as follows:

(i) There is and has been no default in the performance of the Ground Lease by Borrower or landlord under the Ground Lease, nor has any event occurred or condition arisen to the best knowledge of Borrower and Pledgor which, with the passage of time, or the giving of notice, or both, would constitute a default under or a breach of the Ground Lease by the Borrower or landlord under the Ground Lease. Borrower is in quiet possession of the property demised under the Ground Lease (provided however, Lender acknowledges that, as of the Closing Date, Borrower does not maintain actual possession of the property demised under the Ground Lease and that actual possession is maintained by the Third Party Operator pursuant to the TPO Lease).

(ii) All rents, additional rents, percentage rents and all other charges due and payable under the Ground Lease have been fully paid to the extent same were payable prior to the date hereof.

(iii) Except as otherwise previously disclosed in writing by Borrower or Pledgor to Lender, the Ground Lease covers one hundred percent (100%) of the leasehold interest in and to the real property demised thereby, and Borrower is the owner of the entire tenant’s interest in, to and under the Ground Lease and has the right and authority under such Ground Lease to execute the Loan Documents and to encumber Borrower’s interest therein.

(iv) Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the terms, covenants and conditions required to be performed and observed by Borrower as tenant under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under the Ground Lease).

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(v) If Borrower shall violate any of the covenants specified in (iv) above, Borrower grants to Lender the right (but not the obligation), without notice to Borrower or Pledgor, to take any action as may be necessary to prevent or cure any default of Borrower under the Ground Lease, if necessary to protect Lender’s interest hereunder, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, in order to prevent or to cure any such default.

(vi) The curing by Lender of any default by Borrower under the Ground Lease shall not remove or waive, as between Borrower or Pledgor and Lender, the default that occurred hereunder by virtue of the default by Borrower under the Ground Lease. All sums expended by Lender in order to cure any such default shall be paid by Borrower to Lender, upon demand, with interest thereon at the Default Rate unless prohibited by applicable law. All such amounts shall be added to the Indebtedness. No action or payment taken or made by Lender to prevent or cure a default by Borrower under the Ground Lease shall waive or cure the corresponding default by Borrower or Pledgor under the Loan Documents.

(vii) Borrower or Pledgor shall notify Lender promptly in writing of (a) the occurrence of any material default by the landlord under the Ground Lease or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a material default by the landlord under the Ground Lease, and/or (b) of the receipt by Borrower or Pledgor of any notice (written or otherwise) from the landlord under the Ground Lease noting or claiming the occurrence of any default by Borrower under the Ground Lease or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a default by Borrower under the Ground Lease.

(viii) Promptly upon demand by Lender from time to time, Borrower or Pledgor shall use reasonable efforts (other than payment to the landlord under the Ground Lease) to obtain from the landlord under the Ground Lease and furnish to Lender the estoppel certificate of the landlord under the Ground Lease stating the date through which rent has been paid and whether or not there are any defaults under the Ground Lease and specifying the nature of such claimed defaults, if any.

(ix) Borrower or Pledgor shall promptly notify Lender, in writing, of any request made by either party to the Ground Lease for arbitration or appraisal proceedings pursuant to the Ground Lease, and of the institution of any arbitration or appraisal proceedings, as well as of all proceedings thereunder, and shall promptly deliver to Lender a copy of the determination of the arbitrators or appraisers in each such arbitration or appraisal proceeding. Lender shall have the right (but not the obligation), following the delivery of written notice of Borrower or Pledgor, to participate in the appointment of any arbitrator or appraiser to be appointed by Borrower and to participate in such arbitration or appraisal proceedings in association with Borrower or on its own behalf as an interested party. Borrower or Pledgor shall promptly notify Lender, in writing, of the institution of any legal proceedings involving obligations under the Ground Lease. Lender may intervene in any such legal proceedings and be made a party to them. Borrower or Pledgor shall promptly provide Lender with a copy of any decisions rendered in connection with such proceedings.

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(x) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may be reasonably required to permit Lender to cure any default under the Ground Lease or permit Lender to take such other action as may be necessary to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents. Borrower hereby irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents which are necessary to preserve any rights of Borrower under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

(xi) Borrower shall not, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit, by acquiescence or otherwise, the surrender, termination or forfeiture of, or change, modify or amend, the Ground Lease. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications.

(xii) Any acquisition of the landlord’s interest in the Ground Lease by Borrower or any affiliate of Borrower shall be accomplished by Borrower in such a manner as will avoid a merger of the interests of the landlord and tenant under the Ground Lease. In the event both the landlord’s and tenant’s estate under the Ground Lease or any portion thereof shall at any time become vested in one owner, the Mortgage and the lien created thereby shall not be destroyed or terminated by application of the doctrine of merger unless Lender so elects as evidenced by recording a written declaration so stating and, unless and until Lender so elects, Lender shall continue to have and enjoy all of the rights and privileges of lender and mortgagee as to the separate estates. In addition, upon the foreclosure of the lien created by the Mortgage, any leases or subleases then existing and affecting all or any portion of the Property shall not be destroyed or terminated by application of the law of merger or as a matter of law or as a result of such foreclosure unless Lender or any purchaser at such foreclosure shall so elect. No act by or on behalf of Lender or any such purchaser shall constitute a termination of any lease or sublease unless Lender or such purchaser shall give written notice thereof to such tenant or subtenant. If Borrower shall acquire fee title to the real property subject to the Ground Lease, the Mortgage shall automatically be a lien on the fee title.

(xiii) Notwithstanding anything to the contrary herein contained with respect to the Ground Lease:

(1) The Lien created by the Loan Documents attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights to remain in possession of the Property.

(2) Borrower shall not, without Lender’s written consent, elect to treat the Ground Lease as terminated under subsection 365(h)(1) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void.

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(3) Borrower shall object promptly and as and when required under the Bankruptcy Code in order to prevent a sale of all or a portion of the real property underlying the Property free and clear of the Ground Lease under subsection 363(f) of the Bankruptcy Code. Lender shall have the right to act on Borrower’s behalf in connection with any such attempted sale.

(4) Borrower shall affirmatively assert and pursue its right to adequate protection under subsection 363(e) of the Bankruptcy Code in the event of any sale of all or a portion of the real property underlying the Property under subsection 363(f) of the Bankruptcy Code. Lender shall have the right to act on Borrower’s behalf in connection with the assertion of any such rights of adequate protection.

(5) As security for the Indebtedness, Borrower hereby unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising under any claim or cause of action under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection or other termination of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of such landlord under the Bankruptcy Code. Lender shall have the right to file all pleadings, claims, notices, proofs, objections, acceptances, and rejections on behalf of Borrower and Borrower shall not take any action in contravention of any such filings or contest any of Lender’s actions or filings in connection with any and all claims relating to a filing by the lessor under the Ground Lease under the Bankruptcy Code. Without limiting the foregoing, Borrower hereby authorizes Lender, and assigns Borrower’s rights, to vote or consent in any proceedings concerning the Ground Lease under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Indebtedness secured by the Loan Documents shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising under the Bankruptcy Code as aforesaid shall be applied first to all costs and expenses of Lender (including, without limitation, attorneys’ fees and costs) incurred in connection with the exercise of any of its rights or remedies under this Section 13.8 and then in accordance with the other applicable provisions of the Mortgage.

(6) If, pursuant to subsection 365(h)(2) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by the landlord thereunder of any of such landlord’s obligations under the Ground Lease after the rejection by the landlord under the Ground Lease under the Bankruptcy Code, Borrower shall, prior to effecting such offset, notify Lender in writing of its intent so to do, setting forth the amounts proposed to be so offset, and, in the event Lender objects, Borrower shall not effect any offset of the amounts so objected to by Lender.

(7) If any action, proceeding, motion or notice shall be commenced or filed in respect of any landlord under the Ground Lease or the real property demised by the Ground Lease or any portion thereof in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection therewith.

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Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) paid or incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien created by the Loan Documents.

(8) Borrower shall promptly, after obtaining knowledge thereof, notify Lender orally of any filing by or against the landlord under the Ground Lease of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower, including, without limitation, the date of such filing, the court in which such petition was filed, and the relief sought therein. Borrower shall promptly deliver to Lender, following its receipt thereof, any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating thereto.

(xiv) To the extent permitted by law, the price payable by Borrower or any other party in the exercise of the right of redemption, if any, from any sale under or decree of foreclosure of the Mortgage shall include all rents and other amounts paid and other sums advanced by Lender on behalf of Borrower as the tenant under the Ground Lease.

(xv) Borrower hereby grants and assigns to Lender a security interest in all prepaid rent and security deposits and all other security that the landlord under the Ground Lease may hold now or later for the performance of Borrower’s obligations as the tenant under the Ground Lease.

(xvi) Borrower shall not, without Lender’s written consent, fail to exercise any option or right to renew or extend the term of the Ground Lease at least six (6) months prior to the date of termination of any such option or right, shall give immediate written notice thereof to Lender, and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the Lien created by the Loan Documents on such extended or renewed lease term; provided, however, that Borrower shall not be required to exercise any particular such option or right to renew or extend to the extent Borrower shall have received the prior written consent of Lender (which consent may be withheld by Lender in its discretion) allowing Borrower to forego exercising such option or right to renew or extend. If Borrower shall fail to exercise any such option or right as aforesaid, Lender may exercise the option or right as Borrower’s agent and attorney-in-fact pursuant to subsection (x) above, or in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its discretion.

(xvii) Borrower shall notify Lender in writing prior to exercising any option or right to acquire fee title to the real property subject to the Ground Lease. In the event such right is exercisable by Borrower, Borrower shall give immediate written notice thereof to Lender. Upon Borrower’s exercise of such right, Borrower shall (a) execute an amendment to the Mortgage in recordable form and such other Loan Documents as Lender may require, which amendments shall spread the lien of the Mortgage to encumber the real property acquired pursuant to Borrower’s exercise of such option or right, (ii) deliver to Lender such title insurance endorsements as Lender may reasonably require, reflecting the addition of the real property to the Property, and (iii) pay all costs and expenses associated with the foregoing.

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(xviii) All subleases entered into by Borrower (and all existing subleases modified or amended by Borrower) shall provide that such subleases are subordinate to the Lien created by the Loan Documents and any extensions, replacements and modifications of the Loan Documents and the Indebtedness and that if Lender forecloses under the Mortgage or enters into a new lease with any landlord under the Ground Lease, then the sublessee shall attorn to Lender or its assignee and the sublease will remain in full force and effect in accordance with its terms notwithstanding the termination of the Ground Lease.

(xix) The Ground Lease has not been amended, modified, extended, renewed, substituted or assigned and Borrower has delivered to Lender true, accurate and complete copies thereof. Upon the request of Lender, Borrower shall deposit with Lender the original fully executed Ground Lease (or a certified copy if original is no longer available), as further security to the Lender, until all of the Indebtedness is fully paid and performed. Borrower hereby represents that the Ground Lease or a legally valid memorandum thereof has been properly filed or recorded in the city, town, county or parish records (as appropriate) in which the real property covered thereby is located and that the filing and recording data for the same shall be accurately set forth in the Mortgage.

(xx) Borrower shall not waive, excuse, condone or in any way release or discharge the landlord under the Ground Lease from such landlord’s obligations and/or covenants under the Ground Lease, or any other conditions under the Ground Lease, without the prior written consent of Lender.

(xxi) The generality of the provisions of this Section relating to the Ground Lease shall not be limited by other provisions of the Loan Documents setting forth particular obligations of Borrower which are also required of Borrower with respect to the Ground Lease or the real property which is the subject thereof.

(xxii) Each of Lender’s rights contained in this Section 13.8 shall be without limitation of any other rights granted to Lender pursuant to the provisions of the Loan Documents.

Section 13.9 Forest Service Permits.

(a) Each of Borrower and Pledgor hereby covenants, represents and warrants to Lender with respect to each Forest Service Permit as follows:

(i) Borrower has obtained (in its own name) all permits issued by the USFS necessary to use, operate and manage the Property (including the Forest Service Land), and all the Forest Service Permits are in full force and effect. There exists no permit issued by the USFS in the name of the Borrower or Pledgor other than those set forth on Schedule 5 attached hereto. There is and has been no default in the performance of the Forest Service Permits by Borrower or the USFS, nor has any event occurred or condition arisen to the best knowledge of Borrower and Pledgor which, with the passage of time, or the giving of notice, or both, would constitute a default under or a breach of the Forest Service Permits by the Borrower or USFS.

99

(ii) All rents, additional rents, percentage rents and all other charges due and payable under the Forest Service Permits have been fully paid to the extent same were payable prior to the date hereof.

(iii) Borrower is the sole holder of the entire interest in, to and under the Forest Service Permits. No Person, other than Borrower, the Third Party Operators and parties set forth on the rent roll attached hereto as Exhibit E (subject to the terms and conditions of their respective leases) has any rights to use and/or operate the real property described in the legal description and map attached to the Forest Service Permits.

(iv) Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the terms, covenants and conditions required to be performed and observed by Borrower as under the Forest Service Permits (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under the Forest Service Permits).

(v) If Borrower shall violate any of the covenants specified in (iv) above, Borrower grants to Lender the right (but not the obligation), without notice to Borrower or Pledgor, to take any action as may be necessary to prevent or cure any default of Borrower under any Forest Service Permit, if necessary to protect Lender’s interest hereunder, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, in order to prevent or to cure any such default.

(vi) The curing by Lender of any default by Borrower under any Forest Service Permit shall not remove or waive, as between Borrower or Pledgor and Lender, the default that occurred hereunder by virtue of the default by Borrower under the Forest Service Permit. All sums expended by Lender in order to cure any such default shall be paid by Borrower to Lender, upon demand, with interest thereon at the Default Rate unless prohibited by applicable law. All such amounts shall be added to the Indebtedness. No action or payment taken or made by Lender to prevent or cure a default by Borrower under any Forest Service Permit shall waive or cure the corresponding default by Borrower or Pledgor under the Loan Documents.

(vii) Borrower or Pledgor shall notify Lender promptly in writing of (a) the occurrence of any material default by the USFS or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a material default by the USFS, and/or (b) of the receipt by Borrower or Pledgor of any notice (written or otherwise) from the USFS noting or claiming the occurrence of any default by Borrower under any Forest Service Permit or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a default by Borrower under any Forest Service Permit.

(viii) Promptly upon demand by Lender from time to time, Borrower or Pledgor shall use reasonable efforts (other than payment to the USFS) to obtain from the USFS and furnish to Lender the estoppel certificate of the USFS stating the date through which rent has been paid and whether or not there are any defaults under the Forest Service Permits and specifying the nature of such claimed defaults, if any.

100

(ix) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may be reasonably required to permit Lender to cure any default under the Forest Service Permits or permit Lender to take such other action as may be necessary to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents. Borrower hereby irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents which are necessary to preserve any rights of Borrower under or with respect to the Forest Service Permits, including, without limitation, the right to effectuate any extension or renewal of any Forest Service Permit, or to preserve any rights of Borrower whatsoever in respect of any part of any Forest Service Permit (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

(x) Borrower shall not, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit, by acquiescence or otherwise, the surrender, termination or forfeiture of, or change, modify or amend, any Forest Service Permit. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications.

(xi) Notwithstanding anything to the contrary herein contained with respect to the Forest Service Permits:

(1) If and to the extent allowed under the terms of the Forest Service Permit, the Lien created by the Loan Documents will attach to all of Borrower’s rights and remedies at any time arising under or pursuant to subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights to remain in possession of the Property.

(2) Borrower shall not, without Lender’s written consent, elect to treat the Forest Service Permit as terminated under subsection 365(h)(1) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void.

(3) Borrower shall object promptly and as and when required under the Bankruptcy Code in order to prevent a sale of all or a portion of the real property underlying the Property free and clear of the Forest Service Permit under subsection 363(f) of the Bankruptcy Code. Lender shall have the right to act on Borrower’s behalf in connection with any such attempted sale.

(4) Borrower shall affirmatively assert and pursue its right to adequate protection under subsection 363(e) of the Bankruptcy Code in the event of any sale of all or a portion of the real property underlying the Property under subsection 363(f) of the Bankruptcy Code. Lender shall have the right to act on Borrower’s behalf in connection with the assertion of any such rights of adequate protection.

(xii) To the extent permitted by law, the price payable by Borrower or any other party in the exercise of the right of redemption, if any, from any sale under or decree of foreclosure of the Mortgage shall include all rents and other amounts paid and other sums advanced by Lender on behalf of Borrower as holder of the Forest Service Permit.

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(xiii) Subject to the rights of the USFS therein, Borrower hereby grants and assigns to Lender a security interest in all prepaid rent and security deposits and all other security that the USFS may hold now or later for the performance of Borrower’s obligations as holder of the Forest Service Permits.

(xiv) Borrower shall not, without Lender’s written consent, exercise any option or right to acquire fee title to the Forest Service Land. In the event such right is exercisable by Borrower, Borrower shall give immediate written notice thereof to Lender. Upon Borrower’s exercise of such right, Borrower shall (a) execute an amendment to the Mortgage in recordable form and such other Loan Documents as Lender may require, which amendments shall spread the lien of the Mortgage to encumber the real property acquired pursuant to Borrower’s exercise of such option or right, (ii) deliver to Lender such title insurance endorsements as Lender may reasonably require, reflecting the addition of the real property to the Property, and (iii) pay all costs and expenses associated with the foregoing.

(xv) All permits and concessions entered into by Borrower (and all existing permits and concessions modified or amended by Borrower) which grant any rights relating to the Forest Service Land shall provide that such permits and concessions are subordinate to the Lien created by the Loan Documents and any extensions, replacements and modifications of the Loan Documents and the Indebtedness and that if Lender forecloses under the Mortgage and enters into a new permit with the USFS, then the permit and concession holders shall attorn to Lender or its assignee and the permit or concession will remain in full force and effect in accordance with its terms notwithstanding the termination of the Forest Service Permit.

(xvi) No Forest Service Permit has been amended, modified, extended, renewed, substituted or assigned and Borrower has delivered to Lender true, accurate and complete copies thereof.

(xvii) Borrower shall not waive, excuse, condone or in any way release or discharge the USFS from USFS’s obligations and/or covenants under the Forest Service Permits, or any other conditions under the Forest Service Permits, without the prior written consent of Lender.

(xviii) Borrower and Pledgor shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect the Forest Service Permits.

(xix) The generality of the provisions of this Section relating to the Forest Service Permits shall not be limited by other provisions of the Loan Documents setting forth particular obligations of Borrower which are also required of Borrower with respect to the Forest Service Permits or the real property which is the subject thereof.

(xx) Each of Lender’s rights contained in this Section 13.9 shall be without limitation of any other rights granted to Lender pursuant to the provisions of the Loan Documents.

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ARTICLE 14

DUE ON SALE AND APPLICATION OF PROCEEDS

Section 14.1 Parent Debt Documents. The Parent Debt Documents shall permit, that upon a sale of a respective Individual Property (not including, however, the Stevens Pass Resort, as described on Schedule 2 hereof, which is not included in the Parent Debt Documents), the proceeds of such sale (the “Sale Proceeds”) may first be used to pay the applicable Release Price plus any additional required payments under the Loan Documents, including the Prepayment Premium, and other charges due under the Loan Documents in connection therewith (collectively, the “Loan Paydown”), before being available for application to the Parent Debt and Related Guarantees. Borrower hereby agrees to apply all Sale Proceeds first to the Loan Paydown, before using the Sale Proceeds for application to the Parent Debt and Related Guarantees.

[Signatures on the following pages]

103

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

LENDER:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
By:	/s/ Paul Geyer
Name:	Paul Geyer
Title:	Vicer President

[Signatures continued on following pages]

BORROWER:

CLP NORTHSTAR, LLC, a Delaware limited liability company		CLP NORTHSTAR TRS CORP., a Delaware corporation
By:	/s/ Joshua J. Taube	By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube	Name:	Joshua J. Taube
Title:	Vice President	Title:	Vice President
Organizational Identification Number: 4212330		Organizational Identification Number: 4226475
CLP SNOQUALMIE, LLC, a Delaware limited liability company		CLP SNOQUALMIE TRS CORP., a Delaware corporation
By:	/s/ Joshua J. Taube	By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube	Name:	Joshua J. Taube
Title:	Vice President	Title:	Vice President
Organizational Identification Number: 4212331		Organizational Identification Number: 4226479
CLP SIERRA, LLC, a Delaware limited liability company		CLP SIERRA TRS CORP., a Delaware corporation
By:	/s/ Joshua J. Taube	By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube	Name:	Joshua J. Taube
Title:	Vice President	Title:	Vice President
Organizational Identification Number: 4212332		Organizational Identification Number: 4226480
CLP LOON MOUNTAIN, LLC, a Delaware limited liability company		CLP LOON MOUNTAIN TRS CORP., a Delaware corporation
By:	/s/ Joshua J. Taube	By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube	Name:	Joshua J. Taube
Title:	Vice President	Title:	Vice President
Organizational Identification Number: 4212333		Organizational Identification Number: 4226486
CLP BRIGHTON, LLC, a Delaware limited liability company		CLP BRIGHTON TRS CORP., a Delaware corporation
By:	/s/ Joshua J. Taube	By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube	Name:	Joshua J. Taube
Title:	Vice President	Title:	Vice President
Organizational Identification Number: 4229446		Organizational Identification Number: 4229454
CLP STEVENS PASS, LLC, a Delaware limited liability company		CLP STEVENS PASS TRS CORP., a Delaware corporation
By:	/s/ Joshua J. Taube	By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube	Name:	Joshua J. Taube
Title:	Vice President	Title:	Vice President
Organizational Identification Number: 5053428		Organizational Identification Number: 5053430

PLEDGOR:		GUARANTOR:
CLP SKI II, LLC, a Delaware limited liability company		CNL LIFESTYLE PROPERTIES, INC., a Maryland corporation
By:	/s/ Joshua J. Taube	By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube	Name:	Joshua J. Taube
Title:	Vice President	Title:	Vice President
Organizational Identification Number: 4212329		Organizational Identification Number: D07526049
CLP SKI III, LLC, a Delaware limited liability company
By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube
Title:	Vice President
Organizational Identification Number: 4229441
CLP SKI IV, LLC, a Delaware limited liability company
By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube
Title:	Vice President
Organizational Identification Number: 4353083
CLP SKI HOLDING, LLC, a Delaware limited liability company
By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube
Title:	Vice President
Organizational Identification Number: 4165187
CLP NORTHSTAR TRS PARENT, INC., a Delaware corporation
By:	/s/ Joshua J. Taube
Name:	Joshua J. Taube
Title:	Vice President
Organizational Identification Number: 4320917

SCHEDULE A

Description of the Mortgages

[Intentionally Omitted]

SCHEDULE 1A

Original Loan Documents

[Intentionally Omitted]

SCHEDULE 1B

Certain New Loan Documents

[Intentionally Omitted]

SCHEDULE 2

Individual Properties For Original Loan:

And

Individual Property For New Loan:

[Intentionally Omitted]

SCHEDULE 3

Individual Borrower Equity Collateral

[Intentionally Omitted]

SCHEDULE 4

Individual Pledgor Equity Collateral

[Intentionally Omitted]

SCHEDULE 4.4

Litigation

[Intentionally Omitted]

SCHEDULE 4.6

Compliance

[Intentionally Omitted]

SCHEDULE 4.13

Separate Tax Lot

[Intentionally Omitted]

SCHEDULE 4.18

Interests that are not Subordinate to the Loan Documents

[Intentionally Omitted]

SCHEDULE 4.18(d)

Possessory Interest(s) in Property

[Intentionally Omitted]

SCHEDULE 4.22

Property Management

[Intentionally Omitted]

SCHEDULE 4.28A

Bills of Sale - Original Borrower

[Intentionally Omitted]

SCHEDULE 4.28B

Bills of Sale – Stevens Pass

[Intentionally Omitted]

SCHEDULE 4.30(h)

Booth Creek APA Purchase Options

[Intentionally Omitted]

SCHEDULE 4.31(e)

Brighton APA Purchase Options

[Intentionally Omitted]

SCHEDULE 5

Forest Service Permits

[Intentionally Omitted]

SCHEDULE 5.16

Debt Service Deposit

[Intentionally Omitted]

SCHEDULE 5.2

Third Party Operator Work

[Intentionally Omitted]

SCHEDULE 6

Material Agreements

[Intentionally Omitted]

SCHEDULE 6.1

Permitted Transfers

[Intentionally Omitted]

SCHEDULE 7

Acquisition Documentation

[Intentionally Omitted]

EXHIBIT A

Organizational Chart of Borrower

[Intentionally Omitted]

EXHIBIT B

[Intentionally Omitted]

EXHIBIT C

Definition of Single-Purpose Entity

[Intentionally Omitted]

EXHIBIT D

Additional Representations, Covenants, Negative Covenants and

Events of Default Relating to each Individual Property

1. Northstar at Tahoe:

a. Representations and Warranties. Each of Borrower and Pledgor represents and warrants to Lender as of the Closing Date as follows:

i. Reconveyance Obligations. CLP Northstar is the beneficiary of the ESP Reconveyance Obligation and the Unit 7A Reconveyance Obligation (as such terms are defined in the Essential Ski Property Deed of Trust), and such obligations have not been previously assigned or otherwise encumbered.

ii. Essential Ski Property Deed of Trust. Borrower and/or Pledgor have not previously granted any security interest in, or collateral assignment of, the Essential Ski Property Deed of Trust.

iii. Northstar Capex Funding Obligation. (A) Pursuant to the Northstar Letter Agreement, Borrower is obligated to fund certain capital expenditures, and (B) pursuant to the Northstar Real Property Lease, CLP Northstar is obligated to fund certain other capital expenditures, with such modifications thereto as Borrower and the Third Party Operator may agree upon as to timing, budget and the details of the specific capital expenditures with contemporaneous notice to Lender of any such modifications (collectively, the “Northstar Capex Funding Obligation”).

b. Covenants. Each of Borrower and Pledgor covenant and agree that, from the Closing Date and until payment in full of the Indebtedness;

i. Northstar Capex Funding Obligation. Borrower and/or Pledgor shall fund the Northstar Capex Funding Obligation in accordance with the provisions of the Northstar Letter Agreement and the Northstar Real Property Lease, with such modifications thereto as Borrower and the Third Party Operator may agree upon as to timing, budget and the details of the specific capital expenditures with contemporaneous notice to Lender of any such modifications.

ii. Letter Agreement. In the event Borrower receives a collateral assignment of the construction contracts, plans and specifications as provided in the Letter Agreement, Borrower or Pledgor shall notify Lender of such collateral assignment and shall further collaterally assign such construction contracts, plans and specifications to Lender as further security for the Indebtedness and shall execute such documents and agreements evidencing such collateral assignment to Lender as Lender may reasonably require. Borrower shall pay all costs and expenses associated with the foregoing.

iii. Employee Housing Agreement. In the event Borrower receives a promissory note as consideration for any property to be conveyed by Borrower pursuant to the Employee Housing Agreement, Borrower shall collaterally assign such promissory note to

D-1

Lender as further security for the Indebtedness and shall execute such documents and agreements evidencing such collateral assignment to Lender as Lender may reasonably require. Borrower shall pay all costs and expenses associated with the foregoing.

iv. Essential Ski Property Deed of Trust. In the event that Borrower shall acquire fee title to the Essential Ski Property (as such term is defined in the Essential Ski Property Deed of Trust), Borrower shall (i) execute an amendment to the Mortgage in recordable form and such other Loan Documents as Lender may require, which amendments shall spread the lien of the Mortgage to encumber the Essential Ski Property, (ii) deliver to Lender such title insurance endorsements as Lender may reasonably require, reflecting the addition of the Essential Ski Property to the Property, and (iii) pay all costs and expenses associated with the foregoing.

2. Summit at Snoqualmie:

a. Representations, Warranties and Covenants Regarding the Snoqualmie Licenses. Each of Borrower and Pledgor hereby covenants, represents and warrants to Lender with respect to each Snoqualmie License as follows:

i. There is and has been no default in the performance of the Snoqualmie License by Borrower or, to the knowledge of Borrower and/or Pledgor, the licensor under the Snoqualmie License, nor has any event occurred or condition arisen to the best knowledge of Borrower and Pledgor which, with the passage of time, or the giving of notice, or both, would constitute a default under or a breach of the Snoqualmie License by the Borrower or the licensor under the Snoqualmie License.

ii. All rents, additional rents, percentage rents and all other charges due and payable under the Snoqualmie License have been fully paid to the extent same were payable prior to the date hereof.

iii. The Snoqualmie License covers one hundred percent (WO%) of the licensed interest in and to the real property demised therein, and Borrower is the owner of the entire licensee interest in, to and under the Snoqualmie License and has the right and authority under such Snoqualmie License to execute the Loan Documents and to encumber Borrower’s interest therein, subject to Borrower obtaining the consent of the Plum Creek licensor.

iv. Borrower shall, at its sole cost and expense, promptly and timely perform and observe, or enforce the obligation of TPO Snoqualmie to perform, all the terms, covenants and conditions required to be performed and observed by Borrower as licensee under the Snoqualmie License (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under the Snoqualmie License).

v. If Borrower shall violate any of the covenants specified in (iv) above, Borrower grants to Lender the right (but not the obligation), with reasonable notice to Borrower or Pledgor, in the case of an emergency, to take any action as may be necessary to prevent or cure any default of Borrower under the Snoqualmie License, if necessary to protect Lender’s interest hereunder, and, subject to the rights of TPO Snoqualmie, Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, in order to prevent or to cure any such default.

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vi. The curing by Lender of any default by Borrower under the Snoqualmie License shall not remove or waive, as between Borrower or Pledgor and Lender, the default that occurred hereunder by virtue of the default by Borrower under the Snoqualmie License. All sums expended by Lender in order to cure any such default shall be paid by Borrower to Lender, upon demand, with interest thereon at the Default Rate unless prohibited by applicable law. All such amounts shall be added to the Indebtedness. No action or payment taken or made by Lender to prevent or cure a default by Borrower under the Snoqualmie License shall waive or cure the corresponding default by Borrower or Pledgor under the Loan Documents.

vii. Borrower or Pledgor shall notify Lender promptly in writing of (a) the occurrence of any material default by the licensor under the Snoqualmie License or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a material default by the licensor under the Snoqualmie License, and/or (b) of the receipt by Borrower or Pledgor of any notice (written or otherwise) from the licensor under the Snoqualmie License noting or claiming the occurrence of any default by Borrower under the Snoqualmie License or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a default by Borrower under the Snoqualmie License.

viii. Promptly upon demand by Lender from time to time, but no more frequently than annually, Borrower or Pledgor shall use reasonable efforts (other than payment to the licensor under the Snoqualmie License) to obtain from the licensor under the Snoqualmie License and furnish to Lender the estoppel certificate of the licensor under the Snoqualmie License stating the date through which rent has been paid and whether or not there are any defaults under the Snoqualmie License and specifying the nature of such claimed defaults, if any.

ix. Borrower or Pledgor shall promptly notify Lender, in writing, of any request made by either party to the Snoqualmie License for arbitration or appraisal proceedings pursuant to the Snoqualmie License, and of the institution of any arbitration or appraisal proceedings, as well as of all proceedings thereunder, and shall promptly deliver to Lender a copy of the determination of the arbitrators or appraisers in each such arbitration or appraisal proceeding. Lender shall have the right (but not the obligation), following the delivery of written notice of Borrower or Pledgor, to advise and recommend candidates for the appointment of any arbitrator or appraiser to be appointed by Borrower and to participate in such arbitration or appraisal proceedings in association with Borrower or on its own behalf as an interested party. Borrower or Pledgor shall promptly notify Lender, in writing, of the institution of any legal proceedings involving obligations under the Snoqualmie License. Lender may intervene in any such legal proceedings and be made a party to them. Borrower or Pledgor shall promptly provide Lender with a copy of any decisions rendered in connection with such proceedings.

x. Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may be reasonably required to permit Lender to cure any default under the Snoqualmie License or permit Lender to take such other action as may be necessary to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents. Borrower hereby irrevocably appoints Lender as its true and lawful attorney-in-fact

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to do, in its name or otherwise, any and all acts and to execute any and all documents which are necessary to preserve any rights of Borrower under or with respect to the Snoqualmie License, including, without limitation, the right to effectuate any extension or renewal of the Snoqualmie License, or to preserve any rights of Borrower whatsoever in respect of any part of the Snoqualmie License (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

xi. Borrower shall not (A) without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit, by acquiescence or otherwise, the surrender, termination or forfeiture of the Snoqualmie License, or (B) except as permitted pursuant to the Loan Documents, otherwise change, modify or amend the Snoqualmie License. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications.

xii. Notwithstanding anything to the contrary herein contained with respect to the Snoqualmie License, Borrower agrees that:

1. The Lien created by the Loan Documents attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights to remain in possession of the Property.

2. Borrower shall not, without Lender’s written consent, elect to treat the Snoqualmie License as terminated under subsection 365(h)(1) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void.

3. Borrower shall object promptly and as and when required under the Bankruptcy Code in order to prevent a sale of all or a portion of the real property underlying the Property free and clear of the Snoqualmie License under subsection 363(f) of the Bankruptcy Code. Lender shall have the right to act on Borrower’s behalf in connection with any such attempted sale.

4. Borrower shall affirmatively assert and pursue its right to adequate protection under subsection 363(e) of the Bankruptcy Code in the event of any sale of all or a portion of the real property underlying the Property under subsection 363(f) of the Bankruptcy Code. Lender shall have the right to act on Borrower’s behalf in connection with the assertion of any such rights of adequate protection.

5. As security for the Indebtedness, Borrower hereby unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising under any claim or cause of action under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection or other termination of the Snoqualmie License, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of such landlord under the Bankruptcy Code. Lender shall have the right to file all pleadings, claims, notices, proofs,

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objections, acceptances, and rejections on behalf of Borrower and Borrower shall not take any action in contravention of any such filings or contest any of Lender’s actions or filings in connection with any and all claims relating to a filing by the licensor under the Snoqualmie License under the Bankruptcy Code. Without limiting the foregoing, Borrower hereby authorizes Lender, and assigns Borrower’s rights, to vote or consent in any proceedings concerning the Snoqualmie License under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Indebtedness secured by the Loan Documents shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising under the Bankruptcy Code as aforesaid shall be applied first to all costs and expenses of Lender (including, without limitation, attorneys’ fees and costs) incurred in connection with the exercise of any of its rights or remedies under this Section and then in accordance with the other applicable provisions of the Mortgage.

6. If, pursuant to subsection 365(h)(2) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Snoqualmie License, the amount of any damages caused by the nonperformance by the licensor thereunder of any of such licensor’s obligations under the Snoqualmie License after the rejection by the licensor under the Snoqualmie License under the Bankruptcy Code, Borrower shall, prior to effecting such offset, notify Lender in writing of its intent so to do, setting forth the amounts proposed to be so offset, and, in the event Lender reasonably objects, Borrower shall not effect any offset of the amounts so objected to by Lender.

7. If any action, proceeding, motion or notice shall be commenced or filed in respect of any licensor under the Snoqualmie License or the real property demised by the Snoqualmie License or any portion thereof in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection therewith. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) paid or incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien created by the Loan Documents.

8. Borrower shall promptly, after obtaining knowledge thereof, notify Lender orally of any filing by or against the licensor under the Snoqualmie License of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower, including, without limitation, the date of such filing, the court in which such petition was filed, and the relief sought therein. Borrower shall promptly deliver to Lender, following its receipt thereof, any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating thereto.

xiii. To the extent permitted by law, the price payable by Borrower or any other party in the exercise of the right of redemption, if any, from any sale under or decree of foreclosure of the Mortgage shall include all rents and other amounts paid and other sums advanced by Lender on behalf of Borrower as the licensor under the Snoqualmie License.

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xiv. Borrower hereby grants and assigns to Lender a security interest in all prepaid rent and security deposits and all other security that the licensor under the Snoqualmie License may hold now or later for the performance of Borrower’s obligations as the tenant under the Snoqualmie License.

xv. The Snoqualmie License has not been amended, modified, extended, renewed, substituted or assigned by Borrower and Borrower has delivered to Lender true, accurate and complete copies thereof. Upon the request of Lender, Borrower shall deposit with Lender the original fully executed Snoqualmie License (or a certified copy if original is no longer available), as further security to the Lender, until all of the Indebtedness is fully paid and performed.

xvi. Borrower shall not waive, excuse, condone or in any way release or discharge the licensor under the Snoqualmie License from such licensor’s obligations and/or covenants under the Snoqualmie License, or any other conditions under the Snoqualmie License, without the prior written consent of Lender.

xvii. Borrower shall not, without prior written notice to Lender exercise any option or right to acquire fee title to the real property subject to the Plum Creek License. In the event such right is exercisable by Borrower, Borrower shall give immediate written notice thereof to Lender. Upon Borrower’s exercise of such right, Borrower shall (a) execute an amendment to the Mortgage in recordable form and such other Loan Documents as Lender may require, which amendments shall spread the lien of the Mortgage to encumber the real property acquired pursuant to Borrower’s exercise of such option or right, (ii) deliver to Lender such title insurance endorsements as Lender may reasonably require, reflecting the addition of the real property to the Property, and (iii) pay all costs and expenses associated with the foregoing.

xviii. Borrower and/or Pledgor shall provide Lender with (x) thirty (30) days’ written notice after the Plum Creek Optionor (as defined in the Plum Creek Option Agreement) obtains the approval of the HCP Removal Contingency (as defined in the Plum Creek Option Agreement) from the United States Fish and Wildlife Service or (y) thirty days’ prior written notice of the termination by CLP Snoqualmie of the Plum Creek Option Agreement in the event that the Plum Creek Optionor is unable to remove the HCP Removal Contingency within the Option Term (as defined in the Plum Creek Option Agreement), as may be extended.

xix. Each of Lender’s rights contained in this Section shall be without limitation of any other rights granted to Lender pursuant to the provisions of the Loan Documents.

b. Events of Default. The occurrence of one or more of the following events shall be an “Event of Default” hereunder:

i. any material default by Borrower under the Snoqualmie Licenses that is not cured within any applicable cure period provided in the applicable Snoqualmie License or waived by the licensor thereunder.

ii. any loss, termination, forfeiture or revocation of any of the Snoqualmie Licenses or any Snoqualmie License is amended, modified, waived or otherwise changed without Lender’s consent.

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3. Loon Mountain Resort:

a. Representations and Warranties. Each of Borrower and Pledgor represents and warrants to Lender as of the Closing Date as follows:

i. Loon Mountain Capex Funding Obligation. Pursuant and subject to the terms of the Loon Mountain Real Property Lease, Borrower is obligated to fund certain capital expenditures, with such modifications thereto as Borrower and the Third Party Operator may agree upon as to timing, budget and the details of the specific capital expenditures with contemporaneous notice to Lender of any such modifications (the “Loon Mountain Capex Funding Obligation” and together with the Northstar Capex Funding Obligation, the “Northstar and Loon Mountain Capex Funding Obligation”).

ii. Hallisey Option Agreement. Borrower is not in default, and to Borrower’s knowledge licensor is not in default and no events or circumstances exist which with or without the giving of notice, the passage of time or both may constitute a default or event of default) under the Hallisey Option Agreement.

iii. Centex Mortgage. Borrower and/or Pledgor have not previously granted any security interest in, or collateral assignment of, the Centex Mortgage.

b. Covenants. Each of Borrower and Pledgor covenant and agree that, from the Closing Date and until payment in full of the Indebtedness:

i. Loon Mountain Capex Funding Obligation. Borrower and/or Pledgor shall fund the Loon Mountain Capex Funding Obligation subject to the terms and conditions and in accordance with the provisions of the Loon Mountain Real Property Lease and the Centex Operating Agreement.

ii. Centex Operating Agreement

1. Escrow. In the event CLP Loon Mountain (or any Borrower or Pledgor) is required to deposit any portion of the Loon Mountain Capex Funding Obligation (or a letter of credit in lieu of such amounts) with any Person, (i) Borrower and/or Pledgor shall provide Lender notice of the amount of funds (or letter of credit) to be deposited and (ii) Borrower shall provide to Lender an assignment all of Borrower’s right, title and interest in any escrow agreement executed pursuant to the Centex Operating Agreement, pursuant to an assignment agreement in a form reasonably acceptable to Lender.

2. Budget. Concurrently with the delivery to Centex, Borrower and/or Pledgor shall deliver to Lender any annual budget for Reimbursable Expenses (as such term is defined in the Centex Operating Agreement). Such annual budget is subject to the provisions of Section 5.5 of this Agreement.

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3. Permanent Lease. Prior to execution of the proposed Permanent Lease (as defined in the Centex Operating Agreement), Borrower and/or Pledgor shall provide Lender a copy of such proposed Permanent Lease to Lender for review and approval. Borrower and/or Pledgor shall provide Lender such title insurance endorsements as Lender may reasonably require and pay all costs and expenses associated with the foregoing.

iii. Hallisey Option Agreement.

1. Notice to Convey. Borrower and/or Pledgor shall provide Lender with contemporaneous notice of any notice to Centex to convey any property to be conveyed pursuant to the Hallisey Option Agreement.

2. Conveyance. Prior to the conveyance of any property to CLP Loon Mountain pursuant to the Hallisey Option Agreement, Borrower and/or Pledgor shall (i) execute an amendment to the Mortgage in recordable form and such other Loan Documents as Lender may require, which amendments shall spread the lien of the Mortgage to encumber such property, (ii) deliver to Lender such title insurance endorsements as Lender may reasonably require, reflecting the addition of such property to the Property, and (iii) pay all costs and expenses associated with the foregoing.

iv. Crossing Agreement. Borrower and/or Pledgor shall use commercially reasonable and diligent efforts to (or to cause TPO Loon Mountain to) obtain a new Crossing Agreement that runs to the benefit of CLP Loon Mountain from the New Hampshire Department of Transportation. Prior to Borrower and/or Pledgor’s execution of the new Crossing Agreement, Lender shall approve, in its reasonable discretion, the form and content of the new Crossing Agreement. In the event that Borrower and/or Pledgor are unable to procure a new Crossing Agreement, the Borrower and/or Pledgor shall use commercially reasonable efforts to provide for alternate arrangements satisfactory to Lender in Lender’s reasonable discretion.

v. Water Barrier. Borrower and/or Pledgor shall notify Lender in the event that Borrower becomes aware that any “water barrier” construction is completed pursuant to the Loon Mountain Ground Lease, such notice shall also include the amount Borrower is obligated to fund in connection with such construction, if Borrower has such information at the time of said notice.

c. Events of Default. The occurrence of one or more of the following events shall be an “Event of Default” hereunder:

i. Borrower’s or Pledgor’s failure to fund the Loon Mountain Capex Funding Obligation in accordance with and subject to the terms of the Loon Mountain Real Property Lease.

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EXHIBIT E

Rent Roll

[Intentionally Omitted]

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EX-10.10

Exhibit 10.10

AMENDED AND RESTATED COLLATERAL LOAN AGREEMENT

THIS AMENDED AND RESTATED COLLATERAL LOAN AGREEMENT (the “Agreement”), dated as of August 17, 2010, is made and entered into by and among CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company (“CNL Southwest”), CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company (“CNL West”), CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company (“CNL North”), CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company (“CNL Midwest”) CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company (“CNL Mideast”), and CNL GATLINBURG PARTNERSHIP, LP, a Delaware limited partnership (“Gatlinburg Obligor”) and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Lender”).

RECITALS:

This Agreement is entered into on the basis of the following facts, understandings and intentions of the parties:

A. These Recitals refer to and utilize certain terms defined in this Agreement, which defined terms are incorporated into these Recitals by reference when used herein.

B. Lender has made certain loans (collectively, the “Loans”) to each of CNL Southwest, CNL West, CNL North, CNL Midwest and CNL Mideast (collectively, the “Borrowers”) in the aggregate original principal sum of ONE HUNDRED FORTY MILLION AND NO/100 DOLLARS ($140,000,000.00).

C. Lender and Borrowers are the current parties to that certain Collateral Loan Agreement dated as of January 25, 2008 (the “Original Loan Agreement”).

D. Borrowers have requested that Lender modify the terms of the Loans in certain respects, including the extension of the maturity date of the Loans to February 5, 2016 and the release by Lender of a certain letter of credit held by Lender as additional security for the Loans (such transaction, the “Loan Modification Transaction”), and, in exchange for a partial paydown of the outstanding principal balance of the Loans made by Borrowers as of the date hereof in the aggregate sum of Nine Million and No/100 Dollars ($9,000,000.00), and other good and valuable consideration, Lender is willing to enter into the Loan Modification Transaction in accordance with the terms of (i) this Agreement, (ii) those certain First Amendments to Promissory Notes dated as of the date hereof (collectively, the “Note Amendments”), and (iii) all other documents, instruments and agreements required by Lender to be executed and/or and delivered in connection with the Loan Modification Transaction (such documents, instruments and agreements, collectively, the “Loan Modification Documents”).

E. As a condition to consenting to the Loan Modification Transaction and entering into the Loan Modification Documents, Lender has required, among other requirements, (i) that Gatlinburg Obligor unconditionally guarantee the punctual payment and performance of the Pool Obligations (as defined herein) as provided in the Secured Guaranty (as defined herein), (ii) the inclusion of Gatlinburg Obligor as a party to this Agreement, and (iii) the inclusion of the Gatlinburg Individual Property (as defined herein) in the Security Pool (as defined herein).

F. Lender, Borrowers and Gatlinburg Obligor now desire to amend and restate the Original Loan Agreement in its entirety, as more particularly set forth herein.

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NOW, THEREFORE, IN CONSIDERATION of the foregoing recitals, and the mutual covenants and promises of the parties contained in this Agreement, the parties agree as follows:

1. GENERAL DEFINITIONS

1.1 Loan Documents; Defined Terms. Capitalized terms which are not otherwise defined in this Agreement shall have the same meaning given to such terms in the Mortgages (defined below) or other Loan Documents in which such terms are expressly defined.

1.2 General Terms. In addition to other capitalized terms defined herein, when used herein the following terms shall have the following meanings:

“Agreement” means that certain Collateral Loan Agreement dated as of January 25, 2008 by and among Borrowers and Lender, as the same has been amended and restated in its entirety by this Amended and Restated Collateral Loan Agreement by and among Borrowers, Gatlinburg Obligor and Lender, and as it may be further amended, restated, supplemented, replaced or otherwise modified from time to time.

“Allocated Loan Amount” means the pro rata allocation of the Loans to each Individual Property, as mutually agreed between Lender, Borrowers and Gatlinburg Obligor, and as currently set forth on Exhibit A attached to this Agreement, as such allocation may be revised or otherwise modified from time to time in accordance with the provisions of Sections 3.1 or 4.1 of this Agreement.

“Assignments of Leases” means, collectively, each assignment of the lessor’s interest in leases and rents (which may be incorporated in the Mortgage) executed and delivered by a Borrower or Gatlinburg Obligor in connection with an Individual Property for the benefit of Lender, modified to reflect the laws of the state where the Individual Property is located and otherwise as Lender deems necessary or appropriate in its sole discretion, as amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof.

“Bank Monitor Rate” shall mean the average interest rate of money market accounts offered by banks located in twenty-five (25) cities and/or metropolitan areas as published in the Bank Rate Monitor (referred to there in as the “Bank 25 Average”), as determined and reset by Lender on a monthly basis.

“Borrower” or “Individual Borrower” means, individually, each of CNL Southwest, CNL West, CNL North, CNL Midwest and CNL Mideast.

“Borrowers” means, collectively, CNL Southwest, CNL West, CNL North, CNL Midwest and CNL Mideast.

“Closing” or “Closing Date” means January 25, 2008, which date is the date of the original closing and funding of the Loans.

“Closing Certification” means, collectively, (i) the Closing Certifications executed and delivered by Borrowers to Lender, dated as of January 25, 2008, and (ii) the Closing Certification executed and delivered by Gatlinburg Obligor to Lender, dated as of the date hereof.

“Collateral Documents” means, collectively, the Mortgages, the Assignments of Leases, the Financing Statements, the Cross Collateral Mortgages, the Cross Collateral Assignments of Leases, the Environmental Indemnities, the ERISA Indemnities, the Fraudulent Conveyance Indemnity, and all other instruments or documents now or hereafter granting Liens on property of Borrowers, Gatlinburg Obligor or any related entity for the benefit of Lender in connection with the Loans.

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“CNL Partners” means CNL Income Partners, LP, a Delaware limited liability company.

“Cross Collateral Assignments of Leases” means a second-priority assignment of the lessor’s interest in leases (which may be incorporated in each Cross Collateral Mortgage) executed and delivered by a Borrower in connection with an Individual Property for the benefit of Lender, to secure the obligations of Borrowers as described in the Cross Collateral Mortgage recorded with respect to the same Individual Property, and modified to reflect the laws of the state where the Individual Property is located and otherwise as Lender deems necessary or appropriate in its reasonable discretion, as amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof.

“Cross Collateral Documents” means, collectively, the Cross Collateral Mortgages, the Cross Collateral Assignments of Leases, and all other documents, instruments and agreements now or hereafter granting second-priority Liens on the property of Borrowers for the benefit of Lender in connection with the Loans.

“Cross Collateral Mortgages” means a second-priority mortgage, deed of trust, deed to secure debt, indemnity deed of trust or other similar instrument, executed and delivered by each Borrower, as “Trustor,” “Mortgagor,” or “Grantor” who owns the Individual Property or Individual Properties described in the Cross Collateral Mortgage, for the benefit of Lender as “Beneficiary”, “Mortgagee” or “Grantee” for an Individual Property to secure the obligations of Borrowers under all Notes other than the Note secured by the Mortgage recorded with respect to the same Individual Property, modified to reflect the laws of the state where the Individual Property is located and otherwise in a form reasonably satisfactory to Lender and as amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof.

“Debt Service Coverage Ratio” has the meaning ascribed to such term in Section 3.1 of this Agreement.

“Environmental Indemnity” means (i) with respect to any Individual Property located outside of the States of California and Nevada, the Environmental and ERISA Indemnity Agreement executed and delivered by a Borrower or Gatlinburg Obligor and CNL Partners to Lender in a form satisfactory to Lender and modified to reflect the laws of the state where the Individual Property is located and otherwise as Lender deems necessary or appropriate in its sole discretion, and as amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof, and (ii) with respect to any Individual Property located in the State of California or in the State of Nevada (if any), the Environmental Indemnity Agreement executed and delivered by the applicable Borrower or Gatlinburg Obligor and CNL Partners to Lender in a form reasonably satisfactory to Lender and modified to reflect the laws of the State of California or the State of Nevada, as applicable, and otherwise as Lender deems necessary or appropriate in its reasonable discretion, and as amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof.

“Environmental Indemnities” means, collectively, each Environmental Indemnity for the Individual Properties.

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“Environmental Site Assessment” means, with respect to an Individual Property, an assessment by an environmental consultant approved by Lender to determine the presence of hazardous material and/or wastes. Any Environmental Site Assessment shall comply with the Environmental Site Assessment Scope of Work Guidelines previously delivered by Lender to Borrowers and Gatlinburg Obligor, as the same may be amended, modified or supplemented by Lender from time to time.

“ERISA Indemnity” means, with respect to any Individual Property located in the State of California or in the State of Nevada (if any), the ERISA Indemnity Agreement executed and delivered by a Borrower or Gatlinburg Obligor and CNL Partners to Lender in a form reasonably satisfactory to Lender and modified to reflect the laws of the State of California or the State of Nevada, as applicable, and otherwise as Lender deems necessary or appropriate in its reasonable discretion, and as amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof.

“ERISA Indemnities” means, collectively, each ERISA Indemnity for the Individual Properties.

“Excess Proceeds” has the meaning ascribed to such term in Section 5.4 of this Agreement.

“Exiting Property” has the meaning ascribed to such term in Section 4.1 of this Agreement.

“Event of Default” has the meaning ascribed to such term in Section 5.1 of this Agreement

“Financing Statement” means, with respect to an Individual Property, a UCC-1 Financing Statement delivered by any of Borrowers or Gatlinburg Obligor, as amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof.

“Fraudulent Conveyance Indemnity” means the Amended and Restated Fraudulent Conveyance Indemnity Agreement executed and delivered by Borrowers and Gatlinburg Obligor to Lender, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof.

“Gatlinburg Individual Property” means the real property or group of real properties (including, without limitation, all buildings, fixtures or other improvements located thereon) now or hereafter included in the Security Pool and identified together as the “Gatlinburg” Individual Property on Exhibit B, as the same may be amended from time to time.

“Gatlinburg Master Lease” means, with respect to the Gatlinburg Individual Property, that certain Amended and Restated Sublease Agreement dated as of August 10, 2009, by and between Gatlinburg Obligor, as landlord, and Gatlinburg Master Tenant, as tenant.

“Gatlinburg Master Tenant” means Gatlinburg Skylift, LLC, a Michigan limited liability company, and its respective successors and assigns.

“Gatlinburg Release Price” has the meaning ascribed to such term in Section 3.1 hereof.

“Golf Course Master Leases” means, collectively, with respect to the Individual Properties in the Security Pool (excluding the Gatlinburg Individual Property), those certain Amended and Restated Lease Agreements dated as of March 31, 2009, by and between each Individual Borrower, as landlord, and the Golf Course Master Tenant, as tenant, as the same may have heretofore been or may hereafter be amended from time to time (and each, a “Golf Course Master Lease”).

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“Golf Course Master Tenant” means Evergreen Alliance Golf Limited, L.P., a Delaware limited partnership, and its respective successors and assigns.

“Grace Period” has the meaning ascribed to such term in Section 5.1 of this Agreement.

“Indebtedness” means the principal of and all other amounts, payments and premiums due under the Notes, and all other indebtedness of Borrowers to Lender and any additional advances under, evidenced by and/or secured by the Loan Documents, plus interest accruing on all such amounts as provided in the Loan Documents.

“Individual Loan” means the Allocated Loan Amount identified with an Individual Property as set forth on Exhibit A attached hereto and by this reference made a part hereof.

“Individual Property” means each real property or group of real properties (including, without limitation, all buildings, fixtures or other improvements located thereon) now or hereafter included in the Security Pool and identified together as an “Individual Property” on Exhibit B, as the same may be amended from time to time.

“Leases” means, collectively, all leasehold estates, ground leases, leases, subleases, licenses, or other agreements affecting the use, enjoyment or occupancy of the Security Pool (or any portion thereof) now or later existing (including any use or occupancy arrangements created pursuant to Title 7 or 11 of the United States Code, as amended from time to time, or any similar federal or state laws now or later enacted for the relief of debtors [the “Bankruptcy Code”]) and all extensions and amendments thereto, including, without limitation, the Master Leases (collectively, the “Leases”).

“Lender” means The Prudential Insurance Company of America, a New Jersey corporation, and its successors and assigns.

“Lien” means any mortgage, deed of trust, deed to secure debt, pledge security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing), any conditional sale or other title retention agreement, any financing lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction.

“Loans” means, collectively, the loans evidenced and secured by the Loan Documents.

“Loan Application” means that certain First Mortgage Loan Application No. 706107705, dated November 13, 2007, as amended.

“Loan Documents” means this Agreement, the Notes, the Secured Guaranty, the Collateral Documents, and any other document or certificate executed and delivered by any of Borrowers and/or Gatlinburg Obligor and/or CNL Partners to Lender in connection with the transactions contemplated by this Agreement, with the exception of the Environmental Indemnities and the ERISA Indemnities.

“Loan to Value Ratio” has the meaning ascribed to such term in Section 3.1 of this Agreement.

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“Master Leases” means, collectively, the Golf Course Master Leases and the Gatlinburg Master Lease.

“Master Tenant” means, together, the Golf Course Master Tenant and the Gatlinburg Master Tenant.

“Mortgage” means a deed of trust, indemnity deed of trust, mortgage, deed to secure debt or other similar instrument, executed and delivered by Borrower or Gatlinburg Obligor, as “Trustor,” “Mortgagor,” “Obligor” or “Grantor”, for the benefit of Lender as “Beneficiary,” “Mortgagee” or “Grantee”, for an Individual Property, modified to reflect the laws of the state where such Individual Property is located and otherwise in form satisfactory to Lender and as amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof.

“Mortgages” means, collectively, each of the Mortgages for the Individual Properties.

“NOI” has the meaning ascribed to such term in Section 3.1 hereof.

“Note” means, individually, any one of the Notes.

“Notes” means, collectively, each of (i) that certain Promissory Note dated as of January 25, 2008, in the original principal amount of $64,700,000.00, executed by CNL Southwest, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note dated as of the date hereof (as amended, the “Arizona Note”), (ii) that certain Promissory Note dated as of January 25, 2008, in the original principal amount of $10,400,000.00, executed by CNL West, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note dated as of the date hereof (as amended, the “Colorado Note”), (iii) that certain Promissory Note dated as of January 25, 2008, in the original principal amount of $23,800,000.00, executed by CNL North, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note dated as of the date hereof (as amended, the “Illinois Note”), (iv) that certain Promissory Note dated as of January 25, 2008, in the original principal amount of $7,700,000.00, executed by CNL Midwest, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note dated as of the date hereof (as amended, the “Kansas Note”), (v) that certain Promissory Note dated as of January 25, 2008, in the original principal amount of $7,200,000.00, executed by CNL North, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note dated as of the date hereof (as amended, the “Minnesota Note”), (vi) that certain Promissory Note dated as of January 25, 2008, in the original principal amount of $14,000,000.00, executed by CNL Mideast, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note dated as of the date hereof (as amended, the “Maryland Note”), (vii) that certain Promissory Note dated as of January 25, 2008, in the original principal amount of $5,400,000.00, executed by CNL West, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note dated as of the date hereof (as amended, the “Nevada Note”), and (viii) that certain Promissory Note dated as of January 25, 2008, in the original principal amount of $6,800,000.00, executed by CNL Midwest, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note dated as of the date hereof (as amended, the “Oklahoma Note”).

“Pool Obligations” means all monetary and non-monetary obligations of every nature of all Borrowers and Gatlinburg Obligor from time to time to be performed by any of Borrowers and/or Gatlinburg Obligor under any of the Loan Documents, the Environmental Indemnities, and the ERISA Indemnities, whether for principal, interest, fees, expenses, indemnification or otherwise.

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“Prepayment Premium” means the payment owed by Borrowers to Lender in connection with the prepayment of any portion of the Loans, calculated in accordance with each Note.

“Principal Payment Amount” has the meaning ascribed to such term in Section 3.1 of this Agreement.

“Release” has the meaning ascribed to such term in Section 3.1 of this Agreement.

“Release Administrative Fee” has the meaning ascribed to such term in Section 3.1 hereof.

“Release Price” has the meaning ascribed to such term in Section 3.1 hereof.

“Release Property” has the meaning ascribed to such term in Section 3.1 hereof.

“Secured Guaranty” means that certain Secured Guaranty executed and delivered by Gatlinburg Obligor to and for the benefit of Lender which Secured Guaranty secures the payment and performance of the Pool Obligations and is secured by a Mortgage covering the Gatlinburg Individual Property.

“Security Pool” means, collectively, all Individual Properties on which Lender has a Lien as security for the Loans and/or the Secured Guaranty, as the same may change from time to time in accordance with the terms and conditions hereof. The Individual Properties in the Security Pool as of the date hereof are set forth on Exhibit B attached hereto.

“Substitute Property” has the meaning ascribed to such term in Section 4.1 hereof.

“Substitution” has the meaning ascribed to such term in Section 4.1 hereof.

“Substitution Administrative Fee” has the meaning ascribed to such term in Section 4.1 hereof.

“TADS” has the meaning ascribed to such term in Section 3.1 hereof.

“Title Policy” means each Lender’s ALTA Lender’s policy of title insurance issued to Lender, ensuring the priority of the Mortgages.

2. SALE, TRANSFER OR ENCUMBRANCE OF INDIVIDUAL PROPERTIES IN SECURITY POOL

2.1 Due on Sale or Encumbrance. Except in strict accordance with the provisions of Sections 3 and 4 hereof, it shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Pool Obligations and the entire Pool Obligations (including any Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which consent may be given or withheld for any reason or given conditionally, in Lender’s sole discretion) any of the following shall occur:

(a) any Individual Borrower or Gatlinburg Obligor shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to any Individual Property, mortgage,

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encumber or cause to be encumbered (except for the imposition of mechanic’s or materialmans’ liens) any Individual Property or any interest therein, in any manner or way, whether voluntary or involuntary or directly or indirectly (except for (i) the imposition of mechanics’ or materialmans’ liens, (ii) the sale or transfer of damaged or obsolete property replaced with property of equal or greater value, (iii) the imposition of easements and restrictions on an Individual Property which in the aggregate do not have a material adverse affect on the value or use or marketability of such Individual Property, (iv) other Permitted Encumbrances (as defined in the Mortgages), or (v) a transfer of substantially all of the assets of any Individual Borrower or Gatlinburg Obligor to a CNL Affiliate that assumes all of the obligations of such Individual Borrower or Gatlinburg Obligor under the Loan Documents. A “CNL Affiliate” shall mean only those entities which directly, or indirectly through various subsidiaries, are wholly owned and controlled by CNL Partners); or

(b) in the event of any merger, consolidation, sale, transfer, assignment, or dissolution involving all or substantially all of the assets of any Individual Borrower or Gatlinburg Obligor or any general partner or managing member of any Individual Borrower or Gatlinburg Obligor, except if the surviving entity, assignee or transferee is a CNL Affiliate that assumes all of the obligations of such Individual Borrower or Gatlinburg Obligor under the Loan Documents; or

(c) in the event of the assignment, transfer, voluntary or involuntary sale to any person other than to a CNL Affiliate (with notice to Lender), or any of the foregoing at one time or over any period of time of:

(i) (1) forty-nine percent (49%) or more of the limited partner interests in any Individual Borrower or Gatlinburg Obligor (provided that no change in the control of such Individual Borrower or Gatlinburg Obligor or the management of such Individual Borrower’s or Gatlinburg Obligor’s interest in any Individual Property occurs in connection therewith), (2) ten percent (10%) or more of the voting stock or ownership interest of any corporation or limited liability company which is, respectively, general partner or managing member of any Individual Borrower or Gatlinburg Obligor or any corporation or limited liability company directly or indirectly owning ten percent (10%) or more of any such corporation or limited liability company, (3) the ownership interests in any owner of ten percent (10%) or more of the beneficial interests of any Individual Borrower or Gatlinburg Obligor if such Individual Borrower or Gatlinburg Obligor is a trust; or

(ii) any general partnership interest in (1) any Individual Borrower or Gatlinburg Obligor, (2) a partnership which is in such Individual Borrower’s or Gatlinburg Obligor’s chain of ownership and which is liable for the obligations of such Individual Borrower or Gatlinburg Obligor, or (3) any general partner who has the right to participate directly in the control of the management or operations of any Individual Borrower or Gatlinburg Obligor; or

(d) a pledge or encumbrance of any ownership interest in any Individual Borrower or Gatlinburg Obligor, or in any owner of any Individual Borrower or Gatlinburg Obligor to secure financing;

(e) in the event of the conversion of any general partnership interest in any Individual Borrower or Gatlinburg Obligor to a limited partnership interest, if such Individual Borrower or Gatlinburg Obligor is a partnership; or

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(f) in the event of any change, removal, or resignation of any general partner of any Individual Borrower or Gatlinburg Obligor, if such Individual Borrower or Gatlinburg Obligor is a partnership other than in connection with a change to a general partner that is a CNL Affiliate); or

(g) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if any Individual Borrower or Gatlinburg Obligor is a limited liability company (other than in connection with a change to a member that is a CNL Affiliate); or

(h) any Individual Borrower or Gatlinburg Obligor shall obtain any unsecured debt except for customary and reasonable short-term trade payables obtained and repaid in the ordinary course of such Individual Borrower’s or Gatlinburg Obligor’s business (including any indebtedness owed to any Non-Pool Landlord (as defined in Section 9.1 below) or to other Individual Borrower or Gatlinburg Obligor [unless (A) any such unsecured debt owed to any other Individual Borrower or Gatlinburg Obligor shall be made expressly subordinate to the Loans pursuant to written documents acceptable to Lender, (B) any such amount obtained through an unsecured loan from any other Individual Borrower or Gatlinburg Obligor must be used for the sole benefit of one or more Individual Properties owned by such Individual Borrower or Gatlinburg Obligor, as applicable, to whom such unsecured loan is made, and (C) Borrowers and Gatlinburg Obligor shall pay all of Lender’s out-of-pocket expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such unsecured debt]); provided, however, for the purposes of this Section 2.1(h), obligations owed to a Tenant, including without limitation, the Capex Funds (defined below) under a Lease approved by Lender or entered into in accordance with the terms and conditions of the Loan Documents shall not be deemed to be “unsecured debt.”

The provisions set forth above shall not apply to transfers under any will or applicable law of descent.

3. RELEASE OF INDIVIDUAL PROPERTIES FROM SECURITY POOL.

3.1 Partial Release. Upon not less than sixty (60) days prior written notice from an Individual Borrower or Gatlinburg Obligor, Lender shall release from the Lien of the Collateral Documents (a “Release”) an Individual Property in the Security Pool owned by such Individual Borrower or Gatlinburg Obligor (“Release Property”), upon the satisfaction (as determined by Lender in its sole discretion) of all of the following terms and conditions:

(a) At the time of the request by the applicable Individual Borrower or Gatlinburg Obligor and the time of the proposed Release, there shall be no Event of Default under the Loan Documents, and there shall exist no condition or state of facts which with the passage of time or the giving of notice or both, would constitute an Event of Default under the Loan Documents;

(b) Any such request may be made no sooner than the later of (i) nine (9) months after the Closing or (ii) six (6) months after the completion of the most recent Release or Substitution (as defined below), and such written request must be received no later than twelve (12) months prior to the maturity date of the Loans;

(c) Each Release Property shall consist of an Individual Property, and each Release shall involve no more than one (1) Individual Property;

(d) For each Release Property, the applicable Individual Borrower or Gatlinburg Obligor shall have paid to Lender the applicable “Release Price”, which, (1) with respect to each of the

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Individual Properties in the Security Pool (but excluding the Gatlinburg Individual Property), shall be equal to (i) one hundred ten percent (110%) of the then unpaid principal balance of the Individual Loan Amount applicable to the Release Property (such amount shall herein be called the “Principal Payment Amount”), plus (ii) the applicable Prepayment Premium (based on the Principal Payment Amount), plus (iii) all accrued interest with respect to the Individual Loan applicable to the Release Property and all accrued and unpaid charges with respect to the Loans, and (2) with respect to the Gatlinburg Individual Property, shall be equal to (i) Eleven Million and No/100 Dollars ($11,000,000.00), plus (ii) all accrued and unpaid charges with respect to the Loans (the Release Price for the Gatlinburg Individual Property is hereinafter referred to as the “Gatlinburg Release Price”);

(e) The Principal Payment Amount shall be applied to pay in full the principal balance due with respect to the Individual Loan applicable to the Release Property, and Lender, in its discretion, shall apply the portion of the Principal Payment Amount which is in excess of the then outstanding principal balance of the Individual Loan applicable to the Release Property to one of more of the other Individual Loans applicable to the other Individual Properties;

(f) The Gatlinburg Release Price shall be applied to each of the Individual Loans on a pro rata basis with respect to the principal amount then outstanding on each of the Individual Loans.

(g) Lender shall have determined that, following the Release, the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) shall be at least equal to 1.75 to 1.00. In the event that the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) is less than the required level, then Borrowers and Gatlinburg Obligor shall have the right, subject to payment of the applicable Prepayment Premium, to pay Lender the amount necessary to increase the Debt Service Coverage Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level;

(h) Lender shall have determined that following the Release, the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) shall not exceed fifty percent (50%). In the event the Loan to Value Ratio with respect to the remainder of the Security Pool (excluding the Release Property) exceeds the required level, then Borrowers and Gatlinburg Obligor shall have the right, subject to payment of the Prepayment Premium, to pay Lender the amount necessary to reduce the Loan to Value Ratio calculated with respect to the remainder of the Security Pool (excluding the Release Property) to the required level;

(i) At the time the applicable Individual Borrower or Gatlinburg Obligor makes its written request to Lender for a Release, such Individual Borrower or Gatlinburg Obligor shall pay to Lender a non-refundable administrative fee of $25,000 (the “Release Administrative Fee”). The Release Administrative Fee shall be deemed earned by Lender upon its receipt by Lender and shall not be applied to the Principal Payment Amount, the Prepayment Premium, or any other amounts due under the Loan Documents;

(j) Whether or not the Release is actually consummated, Borrowers and Gatlinburg Obligor shall pay to Lender all escrow, closing and recording charges and taxes including, but not limited to, the cost of preparing and delivering releases, any re-conveyance documentation and modifications of the Loan Documents, including legal fees and costs, the cost of any title insurance endorsements that Lender may require, any expenses incurred by Lender in connection with the Release, and any sums then due and payable under the Loan Documents; and

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(k) At least thirty percent (30%) of the total EBITDA (defined below) from the remaining Property (excluding the Release Property), as calculated by Lender, shall come from any combination of the following Individual Properties: (i) Eagle Brook, (ii) Ruffled Feathers, (iii) Tatum Ranch, (iv) Superstition Springs, (v) Foothills, (vi) Ancala, and (vii) Arrowhead (CO);

(l) Lender shall have determined, that following the Release, the aggregate unpaid principal balance of the Loans shall be greater than fifty-five percent (55%) of the original aggregate principal amount of the Loans; and

(m) Such other terms and conditions as Lender shall reasonably require.

The term “Loan to Value Ratio” shall mean the ratio, as reasonably determined by Lender, of (i) the aggregate principal balance of all encumbrances against the Security Pool to (ii) the fair market value of the Security Pool. The term “Debt Service Coverage Ratio” shall mean the ratio, as reasonably determined by Lender, calculated by dividing (i) the lesser of (A) net operating income (“NOI”) and (B) net rental income payable to Borrowers and Gatlinburg Obligor under the Master Leases (“NRI”), by (ii) total annual debt service (“TADS”). NOI is the gross annual income realized from operations of the Security Pool for the applicable twelve (12) month period (assuming for income and expense purposes that the Master Leases are no longer in effect and that Borrowers and Gatlinburg Obligor are directly operating each Individual Property in the Security Pool) after subtracting all necessary and ordinary operating expenses (both fixed and variable) for that twelve (12) month period, including, without limitation, utilities, administrative expenses, cleaning, landscaping, security, repairs, and maintenance, ground rent payments, management fees, reserves for replacements, real estate and other taxes, assessments and insurance, but excluding deduction for federal, state and other income taxes, debt service expense, depreciation or amortization of capital expenditures, and other similar non-cash items. NRI is the gross annual rental income payable to Borrowers and Gatlinburg Obligor pursuant to the Master Leases for the applicable twelve (12) month period after subtracting all necessary and ordinary operating expenses payable by Borrowers and Gatlinburg Obligor pursuant to the Master Leases (both fixed and variable) for that twelve (12) month period including, without limitation (if and to the extent payable by Borrowers or Gatlinburg Obligor pursuant to the Master Leases), utilities, administrative, cleaning, landscaping, security, repairs, and maintenance, ground rent payments, management fees, reserves for replacements, real estate and other taxes, assessments and insurance, but excluding deduction for federal, state and other income taxes, debt service expense, depreciation or amortization of capital expenditures, and other similar non-cash items. Gross income shall be based on the cash actually received for the preceding twelve (12) months and projected income based on the Leases in place for the next succeeding twelve (12) months, and ordinary operating expenses shall not be prepaid. Documentation of NOI, NRI and expenses shall be certified by an officer of Borrowers and Gatlinburg Obligor, as applicable, with detail satisfactory to Lender and shall be subject to the approval of Lender. TADS shall mean the aggregate debt service payments for any given calendar year on the Loans and on all other indebtedness secured, or to be secured, by any part of the Security Pool. The term “EBITDA” shall mean, for any period and without duplication, net income (loss) of the Security Pool determined in accordance with GAAP adjusted in the following manner (but only to the extent included in determining net income (loss) for such period): plus (a) depreciation of real property assets and amortization expense, plus (b) interest expense, plus (c) all provisions for any federal, state or other income tax, minus (plus) (d) extraordinary gains (losses), minus (plus) (e) gains (losses) on sales of real estate, plus (f) ownership share of the EBITDA of unconsolidated affiliates.

Notwithstanding anything to the contrary in this Section 3 and/or Section 4 below, Borrowers and Gatlinburg Obligor shall only have the right to a combined cumulative total (during the entire term of the

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Loans) of nine (9) Releases and Substitutions; provided, however, that Lender agrees to consider in good faith any request for its consent to a Release or Substitution that would cause the combined cumulative total of Releases and Substitutions during the term of the Loans to exceed nine (9) Releases and Substitutions, which consent may be given or withheld for any reason or given conditionally, in Lender’s sole discretion.

This Section 3 shall be personal to the original Borrowers and Gatlinburg Obligor, and no transferee shall have any rights under this Section 3.

4. SUBSTITUTION OF INDIVIDUAL PROPERTIES

4.1 Substitution of Collateral. Upon prior written notice to Lender, an Individual Borrower or Gatlinburg Obligor, as the case may be, shall be entitled to obtain a release of an Individual Property owned by such Individual Borrower or Gatlinburg Obligor (the “Exiting Property”) from the Lien of the Collateral Documents and the Cross Collateral Documents upon substituting therefor (a “Substitution”) another property (the “Substitute Property”) satisfactory to Lender (in its sole discretion) and upon satisfaction (as determined by Lender in its sole discretion) of each of the following terms and conditions:

(a) At the time of such request for a Substitution, and at the time of the proposed Substitution, there shall exist no Event of Default, and there shall exist no condition or state of facts, which with the passage of time or the giving of notice, or both, would constitute an Event of Default under the Loan Documents;

(b) No Event of Default shall have occurred under any of the Loan Documents at any time from the Closing Date to the date of the consummation of the proposed Substitution;

(c) A Substitution shall involve only one (1) Individual Property;

(d) The Substitution shall be in conjunction with the sale of one (1) Individual Property to the Golf Course Master Tenant, the Gatlinburg Master Tenant or another third party unrelated to any of Borrowers or Gatlinburg Obligor, and Lender shall not be obligated to consummate the Substitution in the event the proposed sale of the Individual Property shall not actually be consummated;

(e) Upon the written request for a Substitution by the applicable Individual Borrower or Gatlinburg Obligor, as the case may be, such party shall deliver to Lender a copy of the current draft of the sale agreement pertaining to the sale of the Exiting Property, and as soon as available after such written request for a Substitution, such Individual Borrower or Gatlinburg Obligor, as applicable, shall deliver to Lender a copy of the fully executed sale agreement (along with a marked copy of such fully executed sale agreement indicating all changes made after the draft of the sale agreement previously delivered to Lender), but in no event shall such delivery of such fully executed sale agreement and such marked sale agreement be later than two (2) business days after the execution of such sale agreement by such Individual Borrower or Gatlinburg Obligor, as applicable, and in all events such delivery shall be made at least thirty (30) days prior to the end of Lender’s period (as specified below) for processing such Substitution;

(f) Any written request by an Individual Borrower or Gatlinburg Obligor to Lender for a Substitution must be received no sooner than the later of (i) nine (9) months after the Closing or (ii) six (6) months after completion of the most recent Release or Substitution, and any such written request must be received no later than twelve (12) months prior to the maturity date of the Loans;

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(g) The proposed Substitute Property shall constitute the fee simple estate to such property, and no joint venture or partnership interests shall be permitted;

(h) The ownership entity of the Substitute Property shall be identical to the entity that owned the Exiting Property;

(i) At the time of any Substitution, the Substitute Property shall not be less than one hundred percent (100%) occupied by third-party tenants in occupancy and paying rent, and free rent or other rental concessions shall have been extinguished except as may otherwise be approved in writing by Lender;

(j) The credit of the tenants (or if a lease is guaranteed, the credit of the guarantor so long as such lease is guaranteed pursuant to a guaranty satisfactory to Lender) occupying the Substitute Property and the lease rollover schedule for such tenants shall be satisfactory to Lender.

(k) Lender shall have received a physical condition report (conforming with Lender’s then current guidelines and report requirements) of the Substitute Property from an engineer or architect chosen by Lender, which report shall be satisfactory in all respects to Lender. In addition, Lender shall have received an Environmental Site Assessment (conforming with Lender’s then-current guidelines and report requirements) of the Substitute Property from an environmental consulting firm chosen by Lender, which Environmental Site Assessment shall be satisfactory in all respects to Lender. The cost of preparation of all such reports and all necessary inspections shall be paid by the applicable Individual Borrower or Gatlinburg Obligor;

(l) The Substitute Property (including, without limitation, the location, the demographics of the market area, appearance, configuration, quality and age of the Substitute Property) shall be satisfactory to Lender;

(m) The value and NOI (as defined above) of the Substitute Property shall equal or exceed the then-market value and NOI of the Exiting Property, all as determined by Lender;

(n) All conditions that Borrowers were obligated to meet and satisfy under the terms of the Loan Application in connection with the closing of the Loans, or, if required by Lender, Lender’s then current closing and underwriting requirements, shall be satisfied regarding the Substitute Property, including without limitation, that (i) all Loan Documents shall be satisfactory to Lender, (ii) Lender receives a satisfactory legal opinion from the applicable Individual Borrower’s or Gatlinburg Obligor’s counsel, (iii) title to the Substitute Property shall be satisfactory in all respects to Lender (including, without limitation, evidence that Lender shall have a first and exclusive Lien on the fee simple interest in the Substitute Property), (iv) Lender shall receive a satisfactory survey and title insurance policy, (v) Lender receives satisfactory evidence that the Substitute Property complies with all applicable government requirements, and (vi) Borrowers’ and Gatlinburg Obligor’s current financial condition shall be satisfactory to Lender;

(o) At the same time that the applicable Individual Borrower or Gatlinburg Obligor delivers its written notice to Lender requesting a Substitution, such party shall pay to Lender a non-refundable administrative fee of $25,000 (the “Substitution Administrative Fee”), and the Substitution Administrative Fee shall be deemed earned by Lender upon Lender’s receipt of such fee. At the closing of the Substitution, the applicable Individual Borrower or Gatlinburg Obligor shall pay to Lender a non-refundable fee of one half of one percent (0.5%) of the Allocated Loan Amount for the Exiting Property

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(or, if the Exiting Property is the Gatlinburg Individual Property, one half of one percent (0.5%) of the Gatlinburg Release Price); provided, however, that Lender shall credit against such non-refundable fee paid at the closing of the Substitution the Substitution Administrative Fee that such Individual Borrower or Gatlinburg Obligor previously paid to Lender. Neither the Substitution Administrative Fee nor the non-refundable fee paid at the closing of the Substitution shall be applied to the applicable Individual Loan or the outstanding principal balance due under the Loans;

(p) Whether or not the Substitution actually closes, Borrowers and Gatlinburg Obligor shall pay all costs and expenses associated with the Substitution, including but not limited to, title insurance and survey fees and expenses, recording charges and taxes, documentary stamp taxes, intangible taxes, attorneys’ fees (including attorneys’ fees and expenses for Lender’s staff attorneys and outside counsel), fees of Lender’s architect and/or engineer, and fees related to the Environmental Site Assessment;

(q) Lender shall have determined that, after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Loan to Value Ratio for the Security Pool shall not exceed fifty-five percent (55%), and Lender shall have determined that, after giving effect to the proposed Substitution (excluding the Exiting Property, but including the Substitute Property), the Debt Service Coverage Ratio for the Security Pool shall be at least 1.75;

(r) Lender shall have determined that, following the Substitution, the aggregate amount of the Individual Loans with respect to all Individual Properties that comprised part of the Security Pool as of the date of this Agreement and that would remain as part of the Security Pool, shall be greater than fifty-five percent (55%) of the total original principal amount of the Loans; and

(s) Lender’s decision to accept or reject any proposed Substitute Property shall be in Lender’s sole and absolute discretion; it being understood that, without limiting the foregoing, under no circumstances shall the Substitute Property qualify for a Substitution unless the value of the Substitute Property is, in Lender’s sole judgment, equal to or greater than one hundred percent (100%) of the value of the Exiting Property, as determined by Lender, and is at least equal to the Exiting Property in each of the following respects: (a) stability of cash flow, taking into consideration weighted average lease maturities; (b) tenant credit and quality and diversification; (c) building quality and diversification; and (d) location quality and diversification. Each of Borrowers and Gatlinburg Obligor acknowledge that Lender may reject a property proposed as a Substitute Property for any reason or without giving a reason, and Borrowers and Gatlinburg Obligor assume such risk notwithstanding that it may spend substantial resources preparing the reports and other information required by Lender with respect to the Substitute Property;

(t) Lender determines in its sole discretion that the Substitution would not result in a violation of the ERISA provisions contained in Lender’s then-current guidelines and requirements, and Borrowers and Gatlinburg Obligor deliver such certifications and other documents as Lender may request in connection therewith;

(u) Lender is satisfied, and Borrowers and Gatlinburg Obligor shall deliver such assurances as may be reasonably requested by Lender (including a reaffirmation certification or other agreement), that any guaranty, indemnity or similar instrument delivered to Lender in connection with the Loans remains in full force and effect, notwithstanding and taking into consideration the Substitution; and

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(v) The Substitute Property shall have the same unpaid principal balance allocated to such Substitute Property as the then existing unpaid principal balance allocated to the Exiting Property at the time of the closing of the Substitution.

Lender shall have at least sixty (60) days in which to process any request to effect a Substitution after receipt of (1) all materials and information necessary to evaluate such request and (2) the Substitution Administrative Fee.

Notwithstanding anything to the contrary in Section 3 above and/or this Section 4, Borrowers and Gatlinburg Obligor shall only have the right to a combined cumulative total (during the entire term of the Loans) of nine (9) Releases and Substitutions; provided, however, that Lender agrees to consider in good faith any request for its consent to a Release or Substitution that would cause the combined cumulative total of Releases and Substitutions during the term of the Loans to exceed nine (9) Releases and Substitutions, which consent may be given or withheld for any reason or given conditionally, in Lender’s sole discretion.

This Section 4 shall be personal to the original Borrowers and Gatlinburg Obligor, and no transferee shall have any rights under this Section 4.

5. EVENT OF DEFAULT.

5.1 Definition. The following shall be an “Event of Default”:

(a) if any of Borrowers or Gatlinburg Obligor fails to make any payment required under the Loan Documents when due and such failure continues for five (5) days after written notice; provided, however, that if Lender gives one (1) notice of default within any twelve (12) month period, none of Borrowers or Gatlinburg Obligor shall have any further right to any notice of monetary default during that twelve (12) month period;

(b) except for defaults listed in the other subsections of this Section 5.1, if any of Borrowers or Gatlinburg Obligor fails to perform or comply with any other provision contained in any of the Loan Documents and the default is not cured within thirty (30) days of Lender’s providing written notice thereof, or such longer period as may be provided for in the Loan Documents (the “Grace Period”); provided, however, that Lender may extend the Grace Period up to an additional sixty (60) days (for a total of ninety (90) days from the date of default) if (i) such Borrower or Gatlinburg Obligor immediately commences and diligently pursues the cure of such default and delivers (within the Grace Period) to Lender a written request for more time and (ii) Lender determines in good faith that (1) such default cannot be cured within the Grace Period but can be cured within ninety (90) days after the default, (2) no Lien or security interest created by the Loan Documents will be impaired prior to completion of such cure, and (3) Lender’s immediate exercise of any remedies provided hereunder or by law is not necessary for the protection or preservation of any Individual Property or Lender’s security interest;

(c) if any representation made (i) in connection with any of the Loans or any of the Pool Obligations, or (ii) in the Loan Application or any of the Loan Documents shall be false or misleading in any material respect;

(d) if any default under Section 2 of this Agreement occurs;

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(e) if any of Borrowers or Gatlinburg Obligor shall (i) become insolvent, (ii) make a transfer in fraud of creditors, (iii) make an assignment for the benefit of its creditors, (iv) not be able to pay its debts as such debts become due, or (v) admit in writing its inability to pay its debts as they become due;

(f) if any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding, or any other proceedings for the relief of debtors, is instituted by or against any of Borrowers or Gatlinburg Obligor, and, if instituted against any of Borrowers or Gatlinburg Obligor, is allowed, consented to, or not dismissed within the earlier to occur of (i) ninety (90) days after such institution or (ii) the filing of an order for relief;

(g) if any of the events in Sections 5.1(e) or (f) shall occur with respect to any (i) managing member of any of Borrowers or Gatlinburg Obligor, (ii) general partner of any of Borrowers or Gatlinburg Obligor, or (iii) guarantor of payment or performance of any of the Pool Obligations;

(h) if any Individual Property shall be taken, attached, or sequestered on execution or other process of law in any action against any of Borrowers or Gatlinburg Obligor;

(i) if any default occurs under the Environmental Indemnities or the ERISA Indemnities and such default is not cured within any applicable grace period in that document;

(j) if any of Borrowers or Gatlinburg Obligor shall fail at any time to obtain, maintain, renew, or keep in force the insurance policies required by Section 3.06 of the Mortgages within ten (10) days after written notice;

(k) if any of Borrowers or Gatlinburg Obligor shall be in default under any other mortgage or security agreement covering any part of any Individual Property, whether it be superior or junior in Lien to the Mortgages;

(l) if any claim of priority (except based upon a Permitted Encumbrance) to the Loan Documents by title, Lien, or otherwise shall be upheld by any court of competent jurisdiction or shall be consented to by any of Borrowers or Gatlinburg Obligor; or

(m) (i) the consummation by any of Borrowers or Gatlinburg Obligor of any transaction which would cause (A) any of the Loans or any exercise of Lender’s rights under any of the Loan Documents to constitute a non-exempt prohibited transaction under ERISA, or (B) a violation of a state statute regulating governmental plans; (ii) the failure of any representation in Section 3.11 of the Mortgages to be true and correct in all respects; or (iii) the failure of any of Borrowers or Gatlinburg Obligor to provide Lender with the written certifications required by Section 3.11 of the Mortgages.

5.2 Remedies. Upon the occurrence of any Event of Default, Lender may at any time declare all of the Indebtedness to be due and payable, and the same shall thereupon become immediately due and payable, together with all payments due in accordance with the terms of this Agreement, the Notes, and the other Loan Documents, without any further presentment, demand, protest or notice of any kind, and Lender shall also have all rights and remedies provided for in the Loan Documents. All remedies of Lender provided for herein and in the Loan Documents and the Environmental Indemnities and the ERISA Indemnities are cumulative and shall be in addition to any and all other rights and remedies provided in the other Loan Documents or, by law, including any right of offset. The exercise of any right or remedy by Lender hereunder shall not in any way constitute a cure or waiver of default

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hereunder or under the Loan Documents, or invalidate any act done pursuant to any notice of default, or prejudice Lender in the exercise of any of its rights hereunder or under the Loan Documents or the Environmental Indemnities or the ERISA Indemnities.

5.3 Multiple Obligations; Cross Default. Each of Borrowers and Gatlinburg Obligor understands, acknowledges and agrees that each of the Notes is a separate and distinct legal obligation and that the execution of a single Loan Agreement and references herein to the “Loan” or “Loans” is for purposes of administrative convenience only. Each of Borrowers and Gatlinburg Obligor further understands, acknowledges and agrees that the occurrence of a default under any of the Notes or other Loan Documents shall constitute a default under all other Notes and other Loan Documents, following the expiration of any applicable cure period, and shall entitle Lender to exercise all of its rights and remedies under all of the Loan Documents, including, without limitation, accelerating the maturity date of any or all of the Notes and foreclosing the Liens of any or all of the Mortgages in such order and manner as Lender may elect in its sole and absolute discretion.

5.4 Application of Foreclosure Proceeds. In the event of a foreclosure (non-judicial or judicial) of any of the Mortgages encumbering any of the Individual Properties, each of Borrowers and Gatlinburg Obligor agrees that Lender shall have full and complete discretion to apply any proceeds from the sale of the applicable Individual Property, after (i) payment of any and all costs of foreclosure, (ii) payment of attorneys’ and trustee’s fees, (iii) payment of any other sums required to be paid under applicable Laws, and (iv) satisfaction of the foreclosed obligation and (any such remaining proceeds being defined as the “Excess Proceeds”) to the prepayment or repayment (together with applicable Prepayment Premium, if any) of the indebtedness evidenced by any of the other Notes. Each of Borrowers and Gatlinburg Obligor hereby irrevocably assigns, transfers and conveys to Lender any and all of its right, title and interest in and to the Excess Proceeds and consents to the prepayment or repayment of indebtedness herein above provided. Each of Borrowers and Gatlinburg Obligor hereby waives any right to require Lender to (i) marshal any assets of any of Borrowers or Gatlinburg Obligor (including, without limitation, the Individual Properties), or (ii) any right to require a sale in inverse order of alienation in the event of foreclosure of the Liens and security interests created by the Mortgages or any of the other Loan Documents.

6. MISCELLANEOUS

6.1 Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Agreement, the Notes or any of the other Loan Documents, or consent to any departure by Lender or any of Borrowers or Gatlinburg Obligor therefrom, shall in any event be effective without the written concurrence of Lender, Borrowers and Gatlinburg Obligor thereto. No amendment, modification, termination or waiver of any provision of any Note shall be effective without the written agreement of Lender, Borrowers and Gatlinburg Obligor. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. In the event of any inconsistency between the terms and conditions of the other Loan Documents and this Agreement, the terms and conditions of this Agreement shall control.

6.2 Notices. All notices, demands or documents of any kind that Borrowers, Gatlinburg Obligor and Lender may be required or may desire to give or serve under this Agreement shall be given or served in the manner provided in the Mortgages.

6.3 Successors and Assigns; Subsequent Holders of Notes. The terms, covenants and conditions contained in this Agreement shall inure to the benefit of and be binding on the parties and their

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respective heirs, executors, administrators, successors, and assigns, and all subsequent owners of the Individual Properties and all subsequent holders of the Notes and the Mortgages, subject in all events to the provisions of the Mortgages and this Agreement regarding transfers by any of Borrowers or Gatlinburg Obligor.

6.4 Survival of Warranties and Certain Agreements. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the making of the Loans hereunder and the execution and delivery of the Notes.

6.5 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of Lender or any holder of any Note in the exercise of any power, right or privilege hereunder or under the Notes shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing under this Agreement and the Notes are cumulative to, and not exclusive of, any rights or remedies otherwise available.

6.6 Severability. In case any provision in or obligation under this Agreement or the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

6.7 Headings. Sections and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

6.8 Counterparts. This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same Agreement.

6.9 Applicable Law. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS (EXCEPT TO THE EXTENT SUCH OTHER DOCUMENT CONTAINS A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ARIZONA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

6.10 Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. All judicial proceedings arising out of or relating to this Agreement, any Note or the Loan Documents or any of the Pool Obligations may be brought only in any state or Federal court of competent jurisdiction in the State of Arizona and by execution and delivery of this Agreement, each of Borrowers and Gatlinburg Obligor accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and, subject to any appeal rights, irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, such Note, the Loan Documents or such Pool Obligations; provided, however, Lender in its sole discretion shall have the right to commence proceedings with respect to any Collateral Document (and the Note governed by the laws of such state) in the state where the Individual Property secured by such Collateral Document is located. TO THE EXTENT PERMITTED BY LAW, ALL PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OR RELATING TO THIS AGREEMENT, ANY NOTE OR ANY OBLIGATION.

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6.11 Exhibits and Schedules. The exhibits and schedules annexed hereto are incorporated herein and shall be a part of this Agreement.

6.12 Limited Recourse Liability. The provisions of Paragraphs 8 and 9 of the Notes and Paragraphs 8 and 9 of the Secured Guaranty are incorporated into this Agreement as if such provisions were set forth in their entirety in this Agreement.

7. PROVISIONS CONCERNING CAPITAL IMPROVEMENTS

7.1 Each of Borrowers hereby represents and warrants to Lender that each of the Golf Course Master Leases with the Golf Course Master Tenant provides that Borrowers are obligated to deliver certain funds (the “Capex Funds”) to the Golf Course Master Tenant under the Golf Course Master Leases, which such Capex Funds shall be used solely to fund the costs of certain capital improvements to the Property (collectively, the “Capital Improvements”). Lender has developed a list of Capital Improvements more particularly set forth in Exhibit C attached hereto and by this reference incorporated herein (the “Proposed List”). Each of Borrowers hereby agrees to negotiate in good faith with the Golf Course Master Tenant to cause the items on the Proposed List to be included among the Capital Improvements. The final list of Capital Improvements shall be delivered to Lender promptly upon agreement on the list between Borrowers and the Golf Course Tenant. Provided that Borrowers at all times remain in compliance with the requirements Section 8.2 of this Agreement, Borrowers and the Golf Course Master Tenant shall have the right to modify the list of Capital Improvements (and the budget therefor) from time to time without Lender’s consent, but Lender shall be provided an updated list of Capital Improvements within fifteen (15) days after any such modification.

7.2 Borrowers hereby further covenant and agree with Lender as follows: (i) the Capex Funds shall be in the minimum amount of $8,000,000, (ii) the Capital Improvements shall be completed as and when required under the terms and conditions of the Golf Course Master Leases, (iii) the Capital Improvements shall be completed prior to the date that is the third (3^rd) anniversary of the Closing Date (the “Capex Completion Date”), (iv) the Capital Improvements shall in all events include replacing, repairing and/or resodding the greens at the Deer Creek Individual Property, and (v) on or before the Capex Completion Date, Borrowers shall deliver to Lender evidence that the Capex Funds have been fully expended to fund completion of the Capital Improvements. Notwithstanding the foregoing, in the event that any of the terms of the foregoing sentence have not been complied with, then such failure shall not be an Event of Default under the Loan Documents if Borrowers promptly deposit with Lender an amount equal to the positive difference between $8,000,000 and the amount actually paid by Borrowers, as of the calculation date, to fund completion of the Capital Improvements (the “Capex Escrow”). The Capex Escrow shall be held as additional security for the Loans and shall be released to the applicable Borrower as and when additional Capital Improvements are completed based upon the actual amount expended on such Capital Improvements completed after the date of the deposit of the Capex Escrow.

8. PROVISIONS CONCERNING TENANT CAPITAL EXPENSE DEPOSITS

8.1 Under the terms of each of the Golf Course Master Leases affecting the Individual Properties in the Security Pool (excluding the Gatlinburg Individual Property), the Golf Course Master Tenant under each such Golf Course Master Lease is obligated to fund to an account held by each Individual Borrower, as landlord under such Golf Course Master Lease, for certain reserves relating to each Individual Property (excluding the Gatlinburg Individual Property) (collectively, the “Deposits”).

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8.2 Borrowers, Lender and a clearing bank acceptable to Lender (the “Clearing Bank”) have entered into (or will, prior to the establishment of the Deposits, enter into) an account control agreement giving Lender control of the Deposits, which will govern the collection and distribution of the Deposits during the term of the Loans. From and after Closing, the Deposits shall be paid directly by the Golf Course Master Tenant under the Golf Course Master Leases to an account in Lender’s sole dominion and control acceptable to Lender and maintained with the Clearing Bank. The Deposits shall be released in accordance with the terms and conditions of the Golf Course Master Leases. Notwithstanding the foregoing, (i) following an Event of Default as provided in the Loan Documents, the Deposits shall not be released to any of Borrowers in any event and (ii) following an “Event of Default” (as defined in the applicable Golf Course Master Lease) under any applicable Golf Course Master Lease, the Deposits shall not be released to any of Borrowers unless and until such Borrower has entered into bona fide and binding new Leases in compliance with the terms and conditions of the Loan Documents that replace the Golf Course Master Leases that were the subject of such default.

9. PROVISIONS CONCERNING GOLF COURSE MASTER TENANT SECURITY DEPOSITS

9.1 Borrowers and Lender acknowledge that each of the security deposits and security deposit reserves under each of the Golf Course Master Leases (the “Pool Security Deposits”) is pooled into the Variable Security Deposit Reserve Account (as defined in the Golf Course Master Leases) both with (i) the security deposits under each of the other Golf Course Master Leases and (ii) certain security deposits delivered by the Golf Course Master Tenant (the “Non-Pool Security Deposits”; and collectively with the Pool Security Deposits, the “Aggregate Security Deposits”) under certain other lease agreements between the Golf Course Master Tenant and certain affiliates of Borrowers (the “Non-Pool Landlords”) relating to certain properties not included in the Security Pool (the “Non-Pool Leases”).

9.2 If at any time the aggregate amount of the Aggregate Security Deposits in the Variable Security Deposit Reserve Account not yet recognized as income to any Borrower or any Non-Pool Landlord (under GAAP accrual basis accounting) falls below the sum of $1,000,000.00, Borrowers shall promptly replenish the Aggregate Security Deposits or cause the Golf Course Master Tenant to replenish the Aggregate Security Deposits to an amount of not less than $1,000,000.00.

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[SIGNATURES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, this Agreement has been duly executed by Lender, Borrowers and Gatlinburg Obligor as of the day and year first above written.

BORROWERS:

CNL SOUTHWEST:		CNL MIDWEST:
CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company		CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer [SEAL]	By:	/s/ Holly Greer [SEAL]
Name:	Holly Greer	Name:	Holly Greer
Title:	Vice President	Title:	Vice President

CNL WEST:		CNL MIDEAST:
CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company		CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer [SEAL]	By:	/s/ Holly Greer [SEAL]
Name:	Holly Greer	Name:	Holly Greer
Title:	Vice President	Title:	Vice President
CNL NORTH:
CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer [SEAL]
Name:	Holly Greer
Title:	Vice President

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

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SIGNATURES CONTINUED FROM PREVIOUS PAGE]

[SIGNATURE PAGE TO AMENDED AND RESTATED

COLLATERAL LOAN AGREEMENT]

GATLINBURG OBLIGOR:
CNL GATLINBURG PARTNERSHIP, LP, a Delaware limited partnership
By:	CNL Gatlinburg GP Corp., a Delaware corporation, its general partner
	By:	/s/ Holly Greer [SEAL]
	Name:	Holly Greer
	Title:	Vice President
		[CORPORATE SEAL]

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

[SIGNATURE PAGE TO AMENDED AND RESTATED

COLLATERAL LOAN AGREEMENT]

LENDER:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
By:	/s/ Paul Geyer
Name:	Paul Geyer
Title:	Vice President
	[CORPORATE SEAL]

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EXHIBIT A

Allocated Loan Amounts for Individual Properties

[Intentionally Omitted]

EXHIBIT B

Individual Properties

[Intentionally Omitted]

EXHIBIT C

Capital Improvements

[Intentionally Omitted]

EX-10.10.1

Exhibit 10.10.1

FIRST AMENDMENT TO AMENDED AND RESTATED COLLATERAL LOAN AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED COLLATERAL LOAN AGREEMENT (the “Amendment”), is made as of this 5th day of April, 2011, by and among CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company (“CNL Southwest”), CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company (“CNL West”), CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company (“CNL North”), CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company (“CNL Midwest”) CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company (“CNL Mideast”; CNL Southwest, CNL West, CNL North, CNL Midwest, and CNL Mideast, each individually, a “Borrower”, and collectively, “Borrowers”), CNL GATLINBURG PARTNERSHIP, LP, a Delaware limited partnership (“Gatlinburg Obligor”), and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Lender”).

RECITALS:

This Amendment is entered into on the basis of the following facts, understandings and intentions of the parties:

A. Lender has made certain loans to Borrowers in the aggregate original principal sum of One Hundred Forty Million and No/100 Dollars ($140,000,000.00) (collectively, the “Loans”, and each, a “Loan”), secured by, among other things, certain properties owned by Borrowers, as more particularly identified in the Original Loan Agreement (defined below).

B. Lender, Borrowers and Gatlinburg Obligor are the current parties to that certain Collateral Loan Agreement dated as of January 25, 2008 by and among Borrowers and Lender, as the same has been amended and restated pursuant to that certain Amended and Restated Collateral Loan Agreement dated as of August 17, 2010 by and among Borrowers, Gatlinburg Obligor and Lender (such Collateral Loan Agreement, as so amended and restated, is hereinafter referred to as the “Original Loan Agreement”), which Original Loan Agreement governs certain of the terms and conditions of the Loans. Capitalized terms used in this Amendment but not defined herein shall have the meaning ascribed to them in the Original Loan Agreement.

C. Borrowers and Gatlinburg Obligor have requested that Lender modify the terms of the Loans in certain respects (such transaction, the “Loan Modification Transaction”), and, in exchange for a partial paydown of the outstanding principal balance of the Loans made by Borrowers as of the date hereof, and other good and valuable consideration, Lender is willing to enter into the Loan Modification Transaction in accordance with the terms of (i) this Amendment, and (ii) all other documents, instruments and agreements required by Lender to be executed and/or and delivered in connection with the Loan Modification Transaction (such documents, instruments and agreements, collectively, the “Loan Modification Documents”).

D. Lender, Borrowers and Gatlinburg Obligor wish to enter into this Amendment to document the modification of certain terms of the Original Loan Agreement in connection with the consummation of the Loan Modification Transaction.

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NOW, THEREFORE, IN CONSIDERATION of the foregoing recitals, and the mutual covenants and promises of the parties contained in this Amendment, Borrowers, Gatlinburg Obligor and Lender agree as follows:

1. Recitals. The foregoing recitals shall be fully incorporated into the substance of this Amendment and for all purposes made part hereof. Unless otherwise defined herein, all defined terms used in this Amendment shall have the same meanings ascribed to such terms in the Original Loan Agreement.

2. Amendments to Original Loan Agreement. The Original Loan Agreement is hereby amended as follows:

2.1 The term “Agreement” as defined in Section 1.2 [General Terms] of the Original Loan Agreement shall henceforth mean and refer to the Original Loan Agreement as modified and amended by this Amendment, and as it may be further amended, restated, supplemented, replaced or otherwise modified from time to time.

2.2 The terms “Collateral Documents”, “Environmental Indemnity”, “ERISA Indemnity”, “Fraudulent Conveyance Indemnity”, “Loan Documents”, and “Secured Guaranty” as defined in Section 1.2 [General Terms] of the Original Loan Agreement shall henceforth mean and refer to the same as modified and amended by the Loan Modification Documents, and as the same may be further amended, restated, supplemented, replaced or otherwise modified from time to time.

2.3 The following new defined terms are hereby added to Section 1.2 [General Terms] of the Original Loan Agreement:

“Affiliate” means any other Person Controlling, Controlled by or under common Control with such specific Person.

“Cash Management Agreements” means collectively, each of those certain (i) Cash Management Agreement (Southwest), dated as of the date hereof, by and between CNL Southwest, as borrower, and Lender, as lender; (ii) Cash Management Agreement (West), dated as of the date hereof, by and between CNL West, as borrower, and Lender, as lender; (iii) Cash Management Agreement (North), dated as of the date hereof, by and between CNL North, as borrower, and Lender, as Lender; (iv) Cash Management Agreement (Midwest), dated as of the date hereof, by and between CNL Midwest, as borrower, and Lender, as lender; (v) Cash Management Agreement (Mideast), dated as of the date hereof, by and between CNL Mideast, as borrower, and Lender, as Lender; and (vi) Cash Management Agreement (Gatlinburg), dated as of the date hereof, by and between Gatlinburg Obligor, as borrower, and Lender, as lender.

“Control” (and terms correlative thereto) when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise.

“Equity Interest” means (a) partnership interests (general or limited) in a partnership; (b) membership interests in a limited liability company; (c) shares or stock interests in a corporation; and (d) the beneficial ownership interests in a trust.

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“Indenture” means that certain Indenture executed in connection with the Parent Debt and Related Guarantees, as the same may be amended and/or supplemented from time to time in accordance with the terms thereof.

“Independent Director” means a duly appointed member of the board of directors (or with respect to a Single Member LLC, the board of managers) of the relevant entity who shall not have been, at the time of such appointment or at any time while serving as a director or manager of the relevant entity and may not have been at any time in the preceding five (5) years, (a) a direct or indirect legal or beneficial owner in such entity or any of its affiliates; (b) a creditor, supplier, employee, officer, director (other than in its capacity as Independent Director of the relevant entity or another party to this Agreement, so long as such party to this Agreement does not own a direct or indirect Equity Interest in the relevant entity), family member, manager, or contractor of such entity or any of its affiliates or any creditor, supplier, employee, officer, director, family member, manager, or contractor of such Person or any of its affiliates.

“Parent” means CNL Lifestyle Properties, Inc., a Maryland corporation.

“Parent Debt and Related Guarantees” means up to an aggregate amount of Four Hundred Million and 00/100 Dollars ($400,000,000.00) of senior notes issued by Parent in a private offering through Jeffries & Company, Inc., Merrill Lynch, Pierce Fenner & Smith Incorporated, Fifth Third Securities, Inc., BB&T Capital Markets and Morgan Keegan & Company, Inc., as initial purchasers, which notes shall be fully and unconditionally guaranteed by each Borrower and Gatlinburg Obligor notwithstanding certain express limitations on further indebtedness and encumbrances contained in the Loan Documents and the organizational documents of Borrower and Gatlinburg Obligor.

“Parent Debt Documents” means the Indenture and other documents evidencing the Parent Debt and Related Guarantees.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association, or any other entity, any governmental authority, and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Single Member LLC” means a limited liability company that (a) is either (i) a single member limited liability company or (ii) a multiple member limited liability company that does not have a Single-Purpose Entity that owns at least one percent (1%) of the equity interests in such limited liability company as its managing member, and (b) is organized under the State of Delaware.

“Single Purpose Entity” means a corporation, limited partnership, or limited liability company which, at all times since its formation and thereafter

(i) was and will be organized solely for the purpose of owning, managing, leasing, financing and operating the applicable Individual Property or Gatlinburg Individual Property;

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(ii) has not and will not engage in any business unrelated to the purpose described in clause (i) above;

(iii) has not and will not own any asset or property other than the applicable Individual Property or Gatlinburg Individual Property, and incidental personal property necessary for the ownership, management, leasing, financing, and operation of the applicable Individual Property or Gatlinburg Individual Property;

(iv) to the fullest extent permitted by law, has not and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation or merger in whole or in part, and, except as otherwise expressly permitted by this Agreement, has not and will not engage in, seek or consent to any asset sale, transfer of partnership or membership or shareholder interests, or amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation, or operating agreement (as applicable);

(v) if such entity is a limited partnership, has and will have as its only general partners, general partners which are and will be Single-Purpose Entities which are corporations or Single Member LLCs;

(vi) if such entity is a corporation or a Single Member LLC, at all relevant times, has and will have at least one (1) Independent Director;

(vii) the board of directors of such entity (or if such entity is a Single Member LLC, the entity, each member, each director, each manager, the board of managers, if any, and all other Persons on behalf of such entity), has not taken and will not take any action requiring the unanimous affirmative vote of one hundred percent (100%) of the members and all directors and managers, as applicable, unless all of the directors or managers, as applicable, including, without limitation, the Independent Director, shall have participated in such vote;

(viii) has not and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(ix) if such entity is a limited liability company (other than a Single Member LLC), has and will have at least one member that is and will be a Single Purpose Entity which is and will be a corporation, and such corporation is and will be the managing member of such limited liability company;

(x) without the unanimous consent of all of the partners, directors or managers (including, without limitation, the Independent Director) or members, as applicable, has not and will not with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest (w) file a bankruptcy, insolvency, or reorganization petition or otherwise institute insolvency proceedings or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally; (x) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for such entity or all or any portion of such entity’s properties; (y) make any assignment for the benefit of such entity’s creditors; or (z) take any action that might cause such entity to become insolvent;

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(xi) has maintained and will maintain its books, records, financial statements, accounting records, bank accounts, and other entity documents in its own name and separate from any other Person, except that such entity may be included in the consolidated financial statements of an Affiliate, if such financial statements note that such entity is a separate entity and that such entity’s assets are not available to satisfy the claims of the other consolidated entities;

(xii) has maintained and will maintain its books, records, resolutions, and agreements as official records;

(xiii) has not comingled and will not comingle its funds or other assets with those of any other Person, except as may be contemplated by the Loan Documents or by the written consent of Lender;

(xiv) has held and will hold its assets in its own name, and has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain, or identify its individual assets from those of any other Person;

(xv) has conducted and will conduct is business in its name;

(xvi) has filed and will file its own tax returns (to the extent required to file any tax returns) and has not and will not file a consolidated deferral income tax return with any other Person, except as required by law;

(xvii) is and intends to remain solvent, and has paid and will pay its own debts and liabilities out of its own funds and assets (to the extent of such funds and assets) as the same shall become due, and will give prompt written notice to Lender of the insolvency or bankruptcy filing of Borrowers, Gatlinburg Obligor, or any general partner or member of each Borrower or Gatlinburg Obligor;

(xviii) has done or caused to be done, and will do or cause to be done, all things necessary to observe all partnership, corporate or limited liability company formalities (as applicable) and preserve its existence and good standing, and has not, and without the prior written consent of Lender, will not, amend, modify or otherwise change any of the single purpose, separateness, or bankruptcy remote provisions or requirements of the partnership certificate, partnership agreement, articles of incorporation and bylaws, articles of organization or operating agreement, trust or other organizational documents (except as required by law);

(xix) has maintained and will maintain an arms-length relationship with its Affiliates;

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(xx) except for the Parent Debt and Related Guarantees, has and will have no indebtedness other than the Indebtedness and unsecured trade payables in the ordinary course of business relating to the ownership and operation of the applicable Individual Property or Gatlinburg Individual Property (including without limitation financing leases and purchase money indebtedness incurred in the ordinary course of business relating to personal property on commercially reasonable terms and conditions) which (x) do not exceed, at any time, a maximum amount of five percent (5%) of the Allocated Loan Amount attributable to the respective Individual Property; and (y) are paid within sixty (60) days of the date incurred;

(xxi) except for the Parent Debt and Related Guarantees, has not acquired and will not acquire obligations or securities of its partners, members, or shareholders or any other Person;

(xxii) has allocated and will allocate fairly and reasonably shared expenses, including, without limitation, shared office space, and has maintained and utilized and will maintain and utilize separate stationary, invoices, and checks bearing its own name.

(xxiii) except as permitted under the Loan Documents, has not and will not pledge its assets for the benefit of any other Person;

(xxiv) has held and identified itself and will hold itself out to the public as a legal entity separate and distinct from any other Person and under its own name;

(xxv) has not made and will not make loans or advances to any Person;

(xxvi) has not and will not identify itself or any of its affiliates as a division or part of the other, except for services rendered under a business management services agreement with an affiliate that complies with the terms set forth in clause (xxviii) below, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of such Single Purpose Entity;

(xxvii) except for the Parent Debt and Related Guarantees, and except as permitted under the Loan Documents, has not entered and will not enter into any contract or agreement with its partners, members, shareholders, or its affiliates except in the ordinary course of its business and on terms which are intrinsically fair and are no less favorable to it than would be obtained in a comparable arms-length transaction with an unrelated third party and which are fully disclosed to Lender in writing in advance;

(xxviii) has paid and will pay the salaries of its own employees from its own funds (to the extent of such funds) and has maintained and intends to maintain a sufficient number of employees in light of its contemplated business operations;

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(xxix) has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its completed business operations;

(xxx) if such entity is a limited liability company (other than a Single Member LLC) with one managing member, such entity shall dissolve only upon the bankruptcy of the managing member, and such entity’s articles of organization, certificate of formation, and/or operating agreement, as applicable, shall contain such provision;

(xxxi) if such entity is a Single Member LLC, its organizational documents shall provide that, as long as any portion of the Indebtedness remains outstanding, upon the occurrence of any event that causes the last remaining member of such Single Member LLC to cease to be a member of such Single Member LLC (other than (y) upon an assignment by such member of all of its limited liability company interest in such Single Member LLC and the admission of the transferee, if permitted pursuant to the organizational documents of such Single Member LLC and the Loan Documents; or (z) the resignation of such member and the admission of an additional member of such Single Member LLC, if permitted pursuant to the organizational documents of such Single Member LLC and the Loan Documents), the individual(s) acting as the Independent Director(s) of such Single Member LLC shall, without any action of any Person and simultaneously with the last remaining member of the Single Member LLC ceasing to be a member of the Single Member LLC, automatically be admitted as members of the Single Member LLC (the “Special Member”) and shall preserve and continue the existence of the Single Member LLC without dissolution thereof;

(xxxii) if such entity is a Single Member LLC, its organizational documents shall provide that for so long as any portion of the Indebtedness is outstanding, no Special Member may resign or transfer its rights as Special Member unless (A) a successor Special Member has been admitted to such Single Member LLC as a Special Member, and (B) such successor Special Member has also accepted its appointment as the Independent Director;

(xxxiii) has not and will not have any obligation to indemnify any Special Member unless such an obligation was and is fully subordinated to the Indebtedness and, to the fullest extent permitted by law, will not constitute a claim against such entity in the event that cash flow in excess of the amount required to pay the Indebtedness is insufficient to pay such indemnity obligation;

(xxxiv) to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Limited Liability Company Act, and such other applicable statutes, has considered the interests of its creditors in connection with all limited liability company and limited partnership actions; and

(xxxv) has caused and will cause its agents and other representatives to act at all times with respect to such entity consistently and in furtherance of the foregoing and in the best interests of such entity.

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2.4 Clause (h) of Section 2.1 [Due on Sale or Encumbrance] of the Original Loan Agreement is hereby amended to add the following at the beginning of clause (h): “Except with respect to the Parent Debt and Related Guarantees,”.

2.5 Clause (l) of Section 5.1 [Definition - Event of Default] of the Original Loan Agreement is hereby amended to delete “or” at the end of said clause.

2.6 Clause (m) of Section 5.1 [Definition - Event of Default] of the Original Loan Agreement is hereby amended to delete the “.” at the end of said clause (m) and insert “;” in lieu thereof.

2.7 A new clause (n) is hereby added to Section 5.1 [Definition - Event of Default] of the Original Loan Agreement immediately following clause (m) thereof as follows: “if any default occurs under the Parent Debt Documents and such default is not cured within any applicable grace or cure period; or if there is any breach of Section 2.12 of this Amendment [new Section 12 of the Original Loan Agreement]; or if the trustee acting on behalf of the holders of the Parent Debt and Related Guarantees ceases to be Wilmington Trust, FSB, or an insurance company, bank, or other financial institution, unrelated to Borrowers, Gatlinburg Obligor, and Parent, with assets in excess of One Billion and 00/100 Dollars ($1,000,000,000.00);”.

2.8 A new clause (o) is hereby added to Section 5.1 [Definition - Event of Default] of the Original Loan Agreement immediately following clause (n) thereof as follows: “if any event of default occurs under the Cash Management Agreements and such default is not cured within any applicable grace period in the Cash Management Agreements; or”.

2.9 A new clause (p) is hereby added to Section 5.1 [Definition - Event of Default] of the Original Loan Agreement immediately following clause (o) thereof as follows: “if there is any change in any management company or material change to a management agreement, change in lessee under any operating lease, or any other property operator or any material change in any related operating agreement without prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.”.

2.10 The Original Loan Agreement is hereby amended to add a new Section 10 to the Original Loan Agreement as follows:

“10. SINGLE PURPOSE ENTITIES

10.1 Each Borrower and Gatlinburg Obligor have been since their formation, and will continue to be, Single-Purpose Entities.”

2.11 The Original Loan Agreement is hereby amended to add a new Section 11 to the Original Loan Agreement as follows:

“11. PROVISION REGARDING ADDITIONAL RECOURSE OBLIGATIONS

11.1 IN ADDITION TO, AND IN NO WAY IN LIMITATION OF, THE LIMITED AND FULL RECOURSE INDEBTEDNESS OF BORROWERS UNDER PARAGRAPHS 8 AND 9 OF THE NOTES, BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT

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BORROWERS AND CNL INCOME PARTNERS, LP SHALL HAVE PERSONAL LIABILITY FOR DAMAGES SUFFERED OR INCURRED BY LENDER AS A RESULT OF ANY MATERIAL BREACH OR VIOLATION OF SECTION 10 OF THIS AGREEMENT.”

2.12 The Original Loan Agreement is hereby amended to add a new Section 12 to the Original Loan Agreement as follows:

“12. DUE ON SALE AND APPLICATION OF PROCEEDS

12.1 The Parent Debt Documents shall permit, that upon a sale of a respective Individual Property or the Gatlinburg Individual Property, the proceeds of such sale (the “Sale Proceeds”) may first be used to pay the applicable Release Price plus any additional required payments under the Loan Documents, including the Prepayment Premium, and other charges due under the Loan Documents in connection therewith (collectively, the “Golf Loan Paydown”), before being available for application to the Parent Debt and Related Guarantees. Borrowers do hereby agree to apply all Sale Proceeds first to the Golf Loan Paydown, before using the Sale Proceeds for application to the Parent Debt and Related Guarantees.

3. Definition of Collateral Loan Agreement and Other Loan Documents. From and after the date hereof, the definition of and all references in the Loan Documents to the “Collateral Loan Agreement” or the “Loan Agreement” are hereby modified to mean and refer to the Original Loan Agreement as amended by this Amendment, and as the same may be further amended, restated, supplemented, replaced or otherwise modified from time to time. All references to any of the other “Loan Documents”, individually or collectively, contained in each of the Loan Documents are hereby modified to mean and refer to such other Loan Documents, individually or collectively as the context requires, as amended by the Loan Modification Documents, and as the same may be further amended, restated, supplemented, replaced or otherwise modified from time to time.

4. Reaffirmation. As amended and modified hereby, the Original Loan Agreement and the other Loan Documents shall remain in full force and effect, and all covenants, agreements, warranties, representations and other terms and provisions thereof, as the same have been amended by this Amendment, are ratified, confirmed, reaffirmed and republished.

5. Consent to Guarantee of Parent Debt and Related Guarantees and Amended Organizational Documents. Notwithstanding anything to the contrary in the Original Loan Agreement, any Loan Document, the organizational documents of the Borrowers and/or Gatlinburg Obligor, or in any other document, instrument, or certificate executed and delivered by any of the Borrowers and/or the Gatlinburg Obligor and/or CNL Partners, in connection with the Loans, Lender does hereby consent to, and approves of (i) each Borrower and Gatlinburg Obligor fully and unconditionally guaranteeing the Parent Debt and Related Guarantees, and (ii) the amendment to the limited liability company agreement of each Borrower and the limited partnership agreement of Gatlinburg Obligor permitting such guarantee.

6. Principal Reduction. In consideration of Lender entering into this Amendment and modifying the terms of the Loans as provided herein, as of the date hereof, Borrowers have made a partial paydown of the outstanding principal balance in the amount of Twenty-Two Million One Hundred Ninety-Nine Thousand Two Hundred Ninety-Five and 84/100 Dollars ($22,199,295.84) to reduce the outstanding principal amount of the Loans to Ninety-Seven Million Four Hundred Thousand and 00/100 Dollars

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($97,400,000.00). Such principal paydown shall be allocated among the Loans as set forth on Exhibit A attached hereto and made a part hereof, which Exhibit A supersedes that certain Exhibit A attached to the Original Loan Agreement.

7. No Novation. The parties do not intend this Amendment nor the Loan Modification Transaction to be, and this Amendment and the Loan Modification Transaction hereby shall not be construed to be, a novation of any of the obligations owing by Borrowers under or in connection with the Notes, the Mortgages and other Loan Documents. Further, the parties do not intend this Amendment nor the Loan Modification Transaction to affect the priority of any of Lender’s liens in any of the collateral securing the Notes in any way, including, but not limited to, the liens, security interests, rights and encumbrances created by the Mortgages and the other Loan Documents.

8. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors in title and assigns, subject, however, to all restrictions on transfer and encumbrance set forth in the Original Loan Agreement as amended by this Amendment.

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IN WITNESS WHEREOF, this Amendment has been duly executed by Lender, Borrowers and Gatlinburg Obligor as of the day and year first above written.

BORROWERS:

CNL SOUTHWEST:		CNL MIDWEST:
CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company		CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer [SEAL]	By:	/s/ Holly Greer [SEAL]
Name:	Holly Greer	Name:	Holly Greer
Title:	Senior Vice President	Title:	Senior Vice President
CNL WEST:		CNL MIDEAST:
CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company		CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer [SEAL]	By:	/s/ Holly Greer [SEAL]
Name:	Holly Greer	Name:	Holly Greer
Title:	Senior Vice President	Title:	Senior Vice President
CNL NORTH:
CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer [SEAL]
Name:	Holly Greer
Title:	Senior Vice President

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[SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED

COLLATERAL LOAN AGREEMENT]

GATLINBURG OBLIGOR:
CNL GATLINBURG PARTNERSHIP, LP, a Delaware limited partnership
By:	CNL Gatlinburg GP Corp., a Delaware
	corporation, its general partner
	By:	/s/ Holly Greer [SEAL]
	Name:	Holly Greer
	Title:	Senior Vice President
		[CORPORATE SEAL]

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[SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED

COLLATERAL LOAN AGREEMENT]

LENDER:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
By:	/s/ Paul Geyer
Name:	Paul Geyer
Title:	Vice President
[CORPORATE SEAL]

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EXHIBIT A

ALLOCATED LOAN AMOUNTS FOR INDIVIDUAL PROPERTIES

[Intentionally Omitted]

EX-10.10.2

Exhibit 10.10.2

SECOND AMENDMENT TO AMENDED AND RESTATED COLLATERAL LOAN AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED COLLATERAL LOAN AGREEMENT (the “Amendment”), is made as of this 3rd day of June, 2011, by and among CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company (“CNL Southwest”), CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company (“CNL West”), CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company (“CNL North”), CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company (“CNL Midwest”) CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company (“CNL Mideast”; CNL Southwest, CNL West, CNL North, CNL Midwest, and CNL Mideast, each individually, a “Borrower”, and collectively, “Borrowers”), CNL GATLINBURG PARTNERSHIP, LP, a Delaware limited partnership (“Gatlinburg Obligor”), and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Lender”).

RECITALS:

This Amendment is entered into on the basis of the following facts, understandings and intentions of the parties:

A. Lender has made certain loans to Borrowers in the aggregate original principal sum of One Hundred Forty Million and No/100 Dollars ($140,000,000.00) (collectively, the “Loans”, and each, a “Loan”), secured by, among other things, certain properties owned by Borrowers, as more particularly identified in the Original Loan Agreement (defined below).

B. Lender, Borrowers and Gatlinburg Obligor are the current parties to that certain Collateral Loan Agreement dated as of January 25, 2008 by and among Borrowers and Lender, as the same has been amended and restated pursuant to that certain Amended and Restated Collateral Loan Agreement dated as of August 17, 2010 by and among Borrowers, Gatlinburg Obligor and Lender, and as amended by that certain First Amendment to Amended and Restated Collateral Loan Agreement dated as of April 5, 2011 by and among Borrowers, Gatlinburg Obligor and Lender (such Collateral Loan Agreement, as so amended and restated, and as so amended, is hereinafter referred to as the “Original Loan Agreement”), which Original Loan Agreement governs certain terms and conditions of the Loans. Capitalized terms used in this Amendment but not defined herein shall have the meaning ascribed to them in the Original Loan Agreement.

C. Borrowers and Gatlinburg Obligor have requested that Lender modify the terms of the Loans in certain respects, including, without limitation, the extension of the Maturity Date (as defined in the Notes) to February 5, 2017 (such transaction, the “Loan Modification Transaction”), and, in exchange for a partial paydown of the outstanding principal balance of the Loans made by Borrowers on April 5, 2011, and other good and valuable consideration, Lender is willing to enter into the Loan Modification Transaction in accordance with the terms of (i) this Amendment, and (ii) all other documents, instruments and agreements required by Lender to be executed and/or and delivered in connection with the Loan Modification Transaction (such documents, instruments and agreements, collectively, the “Loan Modification Documents”).

D. Lender, Borrowers and Gatlinburg Obligor wish to enter into this Amendment to document the modification of certain terms of the Original Loan Agreement in connection with the consummation of the Loan Modification Transaction.

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NOW, THEREFORE, IN CONSIDERATION of the foregoing recitals, and the mutual covenants and promises of the parties contained in this Amendment, Borrowers, Gatlinburg Obligor and Lender agree as follows:

1. Recitals. The foregoing recitals shall be fully incorporated into the substance of this Amendment and for all purposes made part hereof. Unless otherwise defined herein, all defined terms used in this Amendment shall have the same meanings ascribed to such terms in the Original Loan Agreement.

2. Amendments to Original Loan Agreement. The Original Loan Agreement is hereby amended as follows:

2.1 The term “Agreement” as defined in Section 1.2 [General Terms] of the Original Loan Agreement shall henceforth mean and refer to the Original Loan Agreement as modified and amended by this Amendment, and as it may be further amended, restated, supplemented, replaced or otherwise modified from time to time.

2.2 The terms “Collateral Documents”, “Environmental Indemnity”, “ERISA Indemnity”, “Fraudulent Conveyance Indemnity”, “Loan Documents”, and “Secured Guaranty” as defined in Section 1.2 [General Terms] of the Original Loan Agreement shall henceforth mean and refer to the same as modified and amended by the Loan Modification Documents, and as the same may be further amended, restated, supplemented, replaced or otherwise modified from time to time.

2.3 The term “Notes” as defined in Section 1.2 [General Terms] of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

““Notes” means, collectively, each of (i) that certain Promissory Note (Arizona) dated as of January 25, 2008, in the original principal amount of $64,700,000.00, executed by CNL Southwest, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note (Arizona) dated August 17, 2010, as further amended by that certain Second Amendment to Promissory Note (Arizona) dated June 3, 2011 (as so amended, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time the “Arizona Note”), (ii) that certain Promissory Note (Colorado) dated as of January 25, 2008, in the original principal amount of $10,400,000.00, executed by CNL West, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note (Colorado) dated August 17, 2010, as further amended by that certain Second Amendment to Promissory Note (Colorado) dated June 3, 2011 (as so amended, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time the “Colorado Note”), (iii) that certain Promissory Note (Illinois) dated as of January 25, 2008, in the original principal amount of $23,800,000.00, executed by CNL North, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note (Illinois) dated August 17, 2010, as further amended by that certain Second Amendment to Promissory Note (Illinois) dated June 3, 2011 (as so amended, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time the “Illinois Note”), (iv) that certain Promissory Note

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(Kansas) dated as of January 25, 2008, in the original principal amount of $7,700,000.00, executed by CNL Midwest, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note (Kansas) dated August 17, 2010, as further amended by that certain Second Amendment to Promissory Note (Kansas) dated June 3, 2011 (as so amended, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time the “Kansas Note”), (v) that certain Promissory Note (Minnesota) dated as of January 25, 2008, in the original principal amount of $7,200,000.00, executed by CNL North, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note (Minnesota) dated August 17, 2010, as further amended by that certain Second Amendment to Promissory Note (Minnesota) dated June 3, 2011 (as so amended, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time the “Minnesota Note”), (vi) that certain Promissory Note (Maryland) dated as of January 25, 2008, in the original principal amount of $14,000,000.00, executed by CNL Mideast, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note (Maryland) dated August 17, 2010, as further amended by that certain Second Amendment to Promissory Note (Maryland) dated June 3, 2011 (as so amended, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time the “Maryland Note”), (vii) that certain Promissory Note (Nevada) dated as of January 25, 2008, in the original principal amount of $5,400,000.00, executed by CNL West, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note (Nevada) dated August 17, 2010, as further amended by that certain Second Amendment to Promissory Note (Nevada) dated June 3, 2011 (as so amended, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time the “Nevada Note”), and (viii) that certain Promissory Note (Oklahoma) dated as of January 25, 2008, in the original principal amount of $6,800,000.00, executed by CNL Midwest, as maker, and payable to Lender or its order, as amended by that certain First Amendment to Promissory Note (Oklahoma) dated August 17, 2010, as further amended by that certain Second Amendment to Promissory Note (Oklahoma) dated June 3, 2011 (as so amended, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time the “Oklahoma Note”), as any of the foregoing may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.”

2.4 Section 11 [Provision Regarding Additional Recourse Obligations] of the Original Loan Agreement is hereby deleted and replaced with the following in lieu thereof:

“11. [INTENTIONALLY OMITTED].”

2.5 Exhibit A to the Original Loan Agreement is hereby deleted in its entirety and replaced with Exhibit A attached to this Amendment in lieu thereof.

3. Definition of Collateral Loan Agreement and Other Loan Documents. From and after the date hereof, the definition of and all references in the Loan Documents to the “Collateral Loan Agreement” or the “Loan Agreement” are hereby modified to mean and refer to the Original Loan Agreement as amended by this Amendment, and as the same may be further amended, restated, supplemented, replaced or otherwise modified from time to time. All references to any of the other “Loan Documents”, individually or collectively, contained in each of the Loan Documents are hereby modified to mean and refer to such other Loan Documents, individually or collectively as the context requires, as amended by the Loan Modification Documents, and as the same may be further amended, restated, supplemented, replaced or otherwise modified from time to time.

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4. Reaffirmation. As amended and modified hereby, the Original Loan Agreement and the other Loan Documents shall remain in full force and effect, and all covenants, agreements, warranties, representations and other terms and provisions thereof, as the same have been amended by this Amendment, are ratified, confirmed, reaffirmed and republished.

5. No Novation. The parties do not intend this Amendment nor the Loan Modification Transaction to be, and this Amendment and the Loan Modification Transaction hereby shall not be construed to be, a novation of any of the obligations owing by Borrowers under or in connection with the Notes, the Mortgages and other Loan Documents. Further, the parties do not intend this Amendment nor the Loan Modification Transaction to affect the priority of any of Lender’s liens in any of the collateral securing the Notes in any way, including, but not limited to, the liens, security interests, rights and encumbrances created by the Mortgages and the other Loan Documents.

6. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors in title and assigns, subject, however, to all restrictions on transfer and encumbrance set forth in the Original Loan Agreement as amended by this Amendment.

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IN WITNESS WHEREOF, this Amendment has been duly executed by Lender, Borrowers and Gatlinburg Obligor as of the day and year first above written.

BORROWERS:
CNL SOUTHWEST:		CNL MIDWEST:
CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company		CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer[SEAL]	By:	/s/ Holly Greer[SEAL]
Name:	Holly Greer	Name:	Holly Greer
Title:	Senior Vice President	Title:	Senior Vice President
CNL WEST:		CNL MIDEAST:
CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company		CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer[SEAL]	By:	/s/ Holly Greer[SEAL]
Name:	Holly Greer	Name:	Holly Greer
Title:	Senior Vice President	Title:	Senior Vice President
CNL NORTH:
CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer[SEAL]
Name:	Holly Greer
Title:	Senior Vice President

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

5

SIGNATURES CONTINUED FROM PREVIOUS PAGE]

[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED

COLLATERAL LOAN AGREEMENT]

GATLINBURG OBLIGOR:
CNL GATLINBURG PARTNERSHIP, LP, a
Delaware limited partnership
By:	CNL Gatlinburg GP Corp., a Delaware corporation, its general partner
	By:	/s/ Holly Greer[SEAL]
	Name:	Holly Greer
	Title:	Senior Vice President
		[CORPORATE SEAL]

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

6

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

[SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED

COLLATERAL LOAN AGREEMENT]

LENDER:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
By:	/s/ Michael G. Dornan
Name:	Michael G. Dornan
Title:	Vice President
[CORPORATE SEAL]

7

Exhibit A

Allocated Loan Amounts for Individual Properties

[Intentionally Omitted]

EX-10.11.1

Exhibit 10.11.1

PREPARED BY AND UPON RECORDATION RETURN TO:   SEYFARTH SHAW LLP 1075 PEACHTREE STREET, N.E., SUITE 2500 ATLANTA, GEORGIA 30309 ATTENTION: Jay Wardlaw, Esq. Please Cross-Reference to:   Deed of Trust and Security Agreement recorded on January 29, 2008 as Document Number 20080078843, Maricopa County, Arizona Official Records;   Assignment of Leases and Rents recorded on January 29, 2008 as Document Number 20080078844, Maricopa County, Arizona Official Records

CNL INCOME EAGL SOUTHWEST GOLF, LLC , as grantor/trustor

(Borrower)

to

FIRST AMERICAN TITLE INSURANCE COMPANY, as trustee

(Trustee)

for the benefit of

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as beneficiary

(Lender)

FIRST AMENDMENT TO DEED OF TRUST AND SECURITY AGREEMENT

(Ancala - First)

Date:	June 3, 2011
Location:	11700 East Via Linda
	Scottsdale
County:	Maricopa County, Arizona

Prudential Loan No.:     704107705

FIRST AMENDMENT TO DEED OF TRUST AND SECURITY AGREEMENT

(Ancala - First)

THIS FIRST AMENDMENT TO DEED OF TRUST AND SECURITY AGREEMENT (this “Amendment”) is made as of the 3rd day of June, 2011, by CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company, having its principal place of business at c/o CNL Lifestyle Properties, Inc., 450 South Orange Avenue, Orlando, Florida 32801, as grantor (“Borrower”), to FIRST AMERICAN TITLE INSURANCE COMPANY, as trustee (“Trustee”), for the benefit of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, having an office at c/o Prudential Asset Resources, 2100 Ross Avenue, Suite 2500, Dallas, Texas 75201, as grantee (“Lender”).

WITNESSETH:

WHEREAS, Lender made a loan (the “Loan”) in the original principal amount of SIXTY FOUR MILLION SEVEN HUNDRED THOUSAND AND 00/100 U.S. DOLLARS ($64,700,000.00) to Borrower; and

WHEREAS, the Loan is evidenced by that certain Promissory Note (Arizona) dated as of January 25, 2008, in the face principal amount of SIXTY FOUR MILLION SEVEN HUNDRED THOUSAND AND 00/100 U.S. DOLLARS ($64,700,000.00), made by Borrower and payable to the order of Lender, as the same has been amended by that certain First Amendment to Promissory Note (Arizona) dated as of August 17, 2010 by and between Borrower and Lender (said promissory note, as so amended, is hereinafter referred to as the “Original Note”; and the Original Note, together with all other documents, instruments and agreements now or hereafter evidencing or securing the repayment of, or otherwise pertaining to the Loan, being herein referred to collectively as the “Original Documents”); and

WHEREAS, the Original Note is secured, in part, by (i) that certain Deed of Trust and Security Agreement from Borrower to Trustee for the benefit of Lender, dated as of January 25, 2008, and recorded as Document No. 20080078843, in the Office of the Maricopa County, Arizona Recorder (the “Official Records”) (hereinafter referred to as the “Original Instrument”); and (ii) that certain Assignment of Leases and Rents from Borrower to Lender, dated as of January 25, 2008 (the “Original Assignment”), and recorded as Document No. 20080078844, Official Records, which Original Instrument and Original Assignment encumber certain property more particularly described in the Original Instrument (the “Property”); and

WHEREAS, Borrower and certain affiliates of Borrower (collectively, “Borrowers”) have requested that Lender modify certain terms of the Loans (as such term is defined in that certain Collateral Loan Agreement dated as of January 25, 2008, by and among Borrowers and Lender, as amended and restated by that certain Amended and Restated Collateral Loan Agreement dated as of August 17, 2010, by and among Borrowers, CNL Gatlinburg Partnership, LP, a Delaware limited partnership (“Gatlinburg”) and Lender, as further amended by that certain First Amendment to Amended and Restated Collateral Loan Agreement dated as April 5, 2011, by and among Borrowers, Gatlinburg and Lender [said Collateral Loan Agreement, as so amended, restated and further amended, is hereinafter referred to as the “Original Loan Agreement”]), including, without limitation, certain terms of the Loan (such transaction, the “Loan Modification Transaction”), and, in exchange for a partial paydown of the outstanding principal balance of the Loans made by Borrowers as of April 5, 2011, in the amount of Twenty-Two Million One Hundred Ninety-Nine Thousand Two Hundred Ninety-Five and 84/100 Dollars ($22,199,295.84) to reduce the outstanding principal amount of the Loans to Ninety-Seven Million Four Hundred Thousand and 00/100 Dollars ($97,400,000.00), and other good and valuable consideration,

Lender is willing to enter into the Loan Modification Transaction in accordance with the terms of (i) that certain Second Amendment to Amended and Restated Collateral Loan Agreement dated as of the date hereof, by and among Borrowers, Gatlinburg and Lender (the “Loan Agreement Amendment”), (ii) this Amendment, (iii) that certain Second Amendment to Promissory Note dated as of the date hereof with respect to the Original Note (the “Note Amendment”), and (iv) all other documents, instruments and agreements required by Lender to be executed and/or and delivered in connection with the Loan Modification Transaction (the Loan Agreement Amendment, the Note Amendment, and such other documents, instruments and agreements, collectively, the “Loan Modification Documents”; the Original Documents, as amended, modified and supplemented by the Loan Modification Documents, are referred to herein as the “Documents”); and

WHEREAS, Borrower and Lender have agreed to modify the terms and provisions of the Original Instrument as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree to amend the Original Instrument as follows:

1. Recitals. The foregoing recitals are an integral part of this Amendment and are incorporated herein by this reference.

2. Amendment of Original Instrument. Effective as of the date of this Amendment, the terms, covenants and provisions of the Original Instrument are hereby modified and amended as set forth below:

(a) All references in the Original Instrument to the “Note” are hereby modified and amended to mean and refer to the Original Note, as modified and amended by the Second Note Amendment, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.

(b) All references in the Original Instrument to the “Loan Agreement” are hereby modified and amended to mean and refer to the Original Loan Agreement, as modified and amended by the Loan Agreement Amendment, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.

(c) The definitions of the terms “Other Subordinate Assignments”, “Other Subordinate Mortgages”, “Subordinate Assignment”, “Subordinate Mortgage” and “Additional Borrower Subordinate Mortgages” contained in Section 11.01 [Other Definitions] of the Original Instrument are each hereby modified and amended to add at the end of each such definition “, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.”

(d) All references in the Original Instrument to the “Documents” are hereby deemed modified and amended to mean and refer to the Original Documents as the same have modified and amended by the Loan Modification Documents, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.

(e) All references in the Original Instrument to any of the Documents individually are hereby deemed modified and amended to mean and refer to any such Document as the same has been amended by the Loan Modification Documents, and as the same may hereafter be amended, restated, replaced, supplemented or otherwise modified from time to time.

2

3. Security Title and Security Interest Unaffected. Borrower and Lender further acknowledge and agree that the Original Instrument and the security title and security interest created thereby, as amended hereby, remain in place and in full force and effect with respect to the Property, all without impairing or affecting the security title or priority of the Original Instrument, as amended herein, or improving the position of any subordinate lien or security title holder with respect thereto.

4. Miscellaneous.

(a) Capitalized terms used in this Amendment and not otherwise defined have the meanings ascribed to them in the Original Instrument.

(b) Borrower shall promptly cause this Amendment to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien of the Original Instrument, as amended herein, upon, and the interest of Lender in, the Property. Borrower will pay all filing, registration and recording fees, and all expenses incident to the preparation, execution and acknowledgment of this Amendment, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the filing, registration, recording, execution and delivery of this Amendment and Borrower shall hold harmless and indemnify Lender against any liability incurred by reason of the imposition of any tax on the issuance, making, filing, registration or recording of this Amendment.

(c) Except as expressly modified pursuant to this Amendment, all of the terms, covenants and provisions of the Original Instrument shall continue in full force and effect. In the event of any conflict or ambiguity between the terms, covenants and provisions of this Amendment and those of the Original Instrument, the terms, covenants and provisions of this Amendment shall control. Further, the Original Documents are hereby modified and amended so that all references to the “Deed to Secure Debt,” the “Instrument,” the “Instrument” or the “Security Instrument” in the Original Documents shall mean and refer to the Original Instrument, as modified by this Amendment.

(d) This Amendment constitutes a modification of the Original Instrument and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Note, the Original Instrument or any other documents or instrument executed and delivered in connection therewith in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Note or the Original Instrument or any of such other documents or instruments, nor shall this Amendment affect or impair the priority of any liens created thereby, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Note, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Property and any other security or collateral for the Loan.

(e) Borrower represents and warrants that (1) subject to the terms of this Amendment, to Borrower’s knowledge, as of the date hereof, there are no offsets, counterclaims or defenses against the indebtedness evidenced by the Note or against the enforcement of the Original Instrument, (2) Borrower, and the undersigned representative of Borrower, has full power, authority and legal right to execute this Amendment and to keep and observe all of the terms of this Amendment on Borrower’s part to be observed and performed, (3) subject to the terms of this Amendment, the Note, the Original Instrument and this Amendment constitute valid and binding obligations of Borrower, subject to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally and subject to general principles of equity, and (4) subject to the terms of this Amendment, to Borrower’s knowledge, as of the date hereof, Borrower has no claims, counterclaims or offsets of any nature whatsoever against Lender or any previous holder of the indebtedness evidenced by the Note or any portions thereof.

3

(f) This Amendment may not be modified, amended, waived, changed or terminated orally, but only by an agreement in writing signed by the party against whom the enforcement of the modification, amendment, waiver, change or termination is sought.

(g) The provisions hereof shall be binding upon Borrower and Lender and their respective heirs, devisees, representatives, successors and assigns, including successors in interest of Borrower in and to all or any part of the Property, and shall inure to the benefit of Lender and Borrower and their respective heirs, successors, substitutes and assigns. All references in this Amendment to “Borrower” or “Lender” shall be construed as including all of such other persons with respect to the person referred to.

(h) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same instrument.

(i) Nothing contained herein is intended to or shall be deemed to create or confer any rights upon any third person not a party hereto, whether as a third-party beneficiary or otherwise, except as expressly provided herein.

(j) If any provisions of this Amendment shall be held by any court of competent jurisdiction to be unlawful, void or unenforceable for any reason as to any person or circumstance, such provision or provisions shall be deemed severable from and shall in no way affect the enforceability and validity of the remaining provisions of this Amendment.

(k) This Amendment shall be governed by, and construed in accordance with, the laws of the State of Arizona, without regard to conflict of laws principles.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

[SIGNATURES BEGIN ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered under seal as of the day and year first above set forth.

BORROWER:
CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company
By:	/s/ Holly Greer [SEAL]
Name:	Holly Greer
Title:	Senior Vice President

STATE OF GEORGIA	)
COUNTY OF FULTON	)

The foregoing instrument was acknowledged before me this 1st of June, 2011 by Holly Greer, the Senior Vice President of CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company, on behalf of said limited liability company.

[Notary Seal]	/s/ Merry Bryan
	Signature of Notary Public
	Merry Bryan
	Printed Name of Notary Public
	My commission expires:	February 21, 2012

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

[SIGNATURE PAGE TO FIRST AMENDMENT TO

DEED OF TRUST AND SECURITY AGREEMENT]

LENDER:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
By:	/s/Michael G. Doran
Name:	Michael G. Doran
Title:	Vice President
[CORPORATE SEAL]

STATE OF GEORGIA	)
COUNTY OF DEKALB	)

The foregoing instrument was acknowledged before me this 2nd of June, 2011 by Michael G. Doran, a Vice President of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, on behalf of said corporation.

[Notary Seal]	/s/ Kelly C. Bailey
	Signature of Notary Public
	Kelly C. Bailey
	Printed Name of Notary Public
	My commission expires:	February 25, 2014

EX-10.12

Exhibit 10.12

ANCALA COUNTRY CLUB,

SCOTTSDALE, ARIZONA

SECOND AMENDED AND RESTATED LEASE AGREEMENT

DATED AS OF JANUARY 1, 2012

BY AND BETWEEN

CLP SOUTHWEST GOLF, LLC,

A DELAWARE LIMITED LIABILITY COMPANY, AND ASSIGNS,

AS LANDLORD,

AND

EVERGREEN ALLIANCE GOLF LIMITED, L.P.,

A DELAWARE LIMITED PARTNERSHIP,

AS TENANT

TABLE OF CONTENTS

Article 1 DEFINITIONS		1
Article 2 LEASED PROPERTY AND TERM		16
2.1	Leased Property	16
2.2	Condition of Leased Property; “AS IS, WHERE IS”	16
2.3	Initial Term	17
2.4	Extended Terms	17
2.5	Yield Up	17
2.6	Grant of Easements, Etc. by Landlord	18
Article 3 RENT		18
3.1	Rent	18
3.2	Minimum Rent	19
3.3	Additional Minimum Rent	19
3.4	Additional Charges	20
3.5	Landlord Advances	22
3.6	Late Payment of Rent	22
3.7	Net Lease	22
3.8	No Abatement of Rent	23
Article 4 USE OF THE LEASED PROPERTY		24
4.1	Permitted Use	24
4.2	Environmental Matters	25
4.3	Continuous Operations	26
4.4	Compliance With Restrictions, Etc.	27
4.5	Standard of Operation	27
4.6	Standards, Not Control	28
4.7	Survival	28
4.8	Certain Provisions Regarding ForeGolf Management Agreement	29
Article 5 MAINTENANCE AND REPAIRS		30
5.1	Tenant’s Obligations	30
5.2	Capex Reserve	31
5.3	Landlord’s Funding	34
Article 6 IMPROVEMENTS, ETC.		35
6.1	Prohibition	35
6.2	Permitted Renovations other than Golf Course Renovations	35
6.3	Renovations to Golf Course	36
6.4	Conditions to Capex Reserve Expenditures, Permitted Renovations and Major Alterations	36
6.5	Salvage	37
6.6	Project Budget Overruns	37
Article 7 LANDLORD’S INTEREST NOT SUBJECT TO LIENS		38
7.1	Liens, Generally	38
7.2	Construction or Mechanics Liens	38
7.3	Contest of Liens	39
7.4	Notices of Commencement of Construction	39

- ii -

Article 8 TAXES AND ASSESSMENTS		40
8.1	Obligation to Pay Taxes and Assessments	40
8.2	Tenant’s Right to Contest Taxes	40
8.3	Tax and Insurance Escrow Account	41
Article 9 INSURANCE		42
9.1	General Insurance Requirements	42
9.2	Waiver of Subrogation	43
9.3	General Provisions	43
9.4	Indemnification of Landlord	44
Article 10 CASUALTY		45
10.1	Restoration and Repair	45
10.2	Escrow and Disbursement of Insurance Proceeds	45
10.3	No Abatement of Rent	47
10.4	Business Interruption Insurance	47
10.5	Restoration of Tenant’s Property	47
10.6	Waiver	47
Article 11 CONDEMNATION		47
11.1	Total Condemnation, Etc.	47
11.2	Partial Condemnation	48
11.3	Disbursement of Award	48
11.4	No Abatement of Rent	48
Article 12 DEFAULTS AND REMEDIES		49
12.1	Tenant Events of Default	49
12.2	Landlord Remedies Upon Event of Default by Tenant	50
12.3	Application of Funds	54
12.4	Landlord’s Right to Cure Tenant’s Default	54
12.5	Landlord’s Security Interest and Lien	54
12.6	Collateral Assignment	55
12.7	Landlord Default	55
Article 13 HOLDING OVER		55
Article 14 LIABILITY OF LANDLORD; INDEMNIFICATION		56
14.1	Liability of Landlord	56
14.2	Indemnification of Landlord	56
14.3	Notice of Claim or Suit	57
14.4	Limitation on Liability of Landlord	57
Article 15 REIT AND UBTI REQUIREMENTS		57
15.1	Limitations on Rents Attributable to Personal Property	58
15.2	Basis for Sublease Rent Restricted	58
15.3	Landlord Affiliate Subleases Restricted	58
15.4	Landlord Interests in Tenant Restricted	58
15.5	Landlord Services	59
15.6	Certain Subtenants Prohibited	59
15.7	Future Amendment	59

- iii -

Article 16 SUBLETTING AND ASSIGNMENT		59
16.1	Transfers Prohibited Without Consent	59
16.2	Indirect Transfer Prohibited Without Consent	60
16.3	Adequate Assurances	60
16.4	Landlord Transfers	60
Article 17 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS		61
17.1	Estoppel Certificates	61
17.2	Periodic Financial Statements	61
17.3	Annual Financial Statements	61
17.4	Records	62
17.5	General Operations Budget	62
17.6	Quarterly Meetings	63
17.7	Tenant Financial Statements	63
Article 18 LANDLORD’S RIGHT TO INSPECT		63
Article 19 FACILITY MORTGAGES		64
19.1	Subordination	64
19.2	Attornment	65
19.3	Rights of Mortgagees and Assignees	65
19.4	Effect of Facility Mortgage	65
Article 20 ADDITIONAL COVENANTS OF TENANT		66
20.1	Maintenance of Status and Licenses	66
20.2	Additional Covenants of Tenant	66
20.3	Leasehold Financing Prohibited	67
20.4	Notice to Landlord of Severe Incident, Significant Property Damage and/or Matter Related to Reputation and Good Will	68
Article 21 TERMINATION OF LEASE		68
Article 22 MEMBERSHIP DOCUMENTS		69
22.1	Obligations of Tenant	69
22.2	Escrow of Prepaid Annual Dues	71
Article 23 MISCELLANEOUS		71
23.1	Limitation on Payment of Rent	71
23.2	No Waiver	71
23.3	Remedies Cumulative	71
23.4	Severability	72
23.5	Acceptance of Surrender	72
23.6	No Merger of Title	72
23.7	Tenant’s Representations	72
23.8	Quiet Enjoyment	74
23.9	Recordation of Memorandum of Lease	74
23.10	Notices	74
23.11	Construction; Nonrecourse	76
23.12	Counterparts; Headings	76

- iv -

23.13	Applicable Law; Venue	76
23.14	Right to Make Agreement	77
23.15	Brokerage	77
23.16	No Partnership or Joint Venture	77
23.17	Entire Agreement	77
23.18	Costs and Attorneys’ Fees	78
23.19	Approval of Landlord	78
23.20	Successors and Assigns	78
23.21	Waiver of Jury Trial	78
23.22	Treatment of Lease	78
23.23	Transfer of Permits and Operating Contracts	79
23.24	Tenant’s Personal Property	79
23.25	Confidential Information	79

- v -

TABLE OF EXHIBITS AND SCHEDULES

Exhibit A	-	Initial Landlord P&E
Exhibit B	-	Minimum Rent
Exhibit C	-	Permitted Encumbrances
Exhibit D	-	Initial Tenant Personal Property
Exhibit E	-	The Land
Exhibit F	-	Tenant Estoppel Certificate
Exhibit G	-	Memorandum of Lease
Exhibit H	-	Membership Documents

Schedule 1	-	Affiliated Leases
Schedule 5.3-1	-	Initial Improvement Project
Schedule 5.3-2	-	Improvement Project Procedures
Schedule 16.2	-	Tenant Organizational Chart
Schedule 17.2	-	Monthly Membership Report
Schedule 22.1.3	-	Refundable Membership Deposits

- vi -

SECOND AMENDED AND RESTATED LEASE AGREEMENT

THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT is entered into, dated and effective as of January 1, 2012 (the “Effective Date”) by and between CLP SOUTHWEST GOLF, LLC, a Delaware limited liability company, and assigns, as landlord (“Landlord”), and EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership, as tenant (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord is the owner of fee simple title to the Land and the owner of all other Leased Property (these and other capitalized terms used and not otherwise defined herein having the meanings ascribed to such terms in Article 1); and

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement, dated as of November 30, 2007, pursuant to which Landlord leases the Leased Property to Tenant, and Tenant leases the Leased Property from Landlord (the “Original Lease”), which Original Lease was amended and restated in its entirety on March 31, 2009 (the “First Amended and Restated Lease”), and which Amended and Restated Lease was amended by that certain First Amendment to Amended and Restated Lease Agreement effective January 1, 2011; and

WHEREAS, pursuant to the terms of the Omnibus Agreement (defined below), Landlord and Tenant have agreed to execute this Second Amended and Restated Lease Agreement to amend and restate the First Amended and Restated Lease (as amended) in its entirety, all subject to and upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

ARTICLE 1

DEFINITIONS

For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Article and used in this Lease shall have the meanings assigned to them in this Article and include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP, (iii) all references in this Lease to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease, and (iv) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision.

“Accessibility Laws” shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to accessibility for the disabled or handicapped, including, but not

- 1 -

limited to, any applicable provisions of The Architectural Barriers Act of 1968, The Rehabilitation Act of 1973, The Fair Housing Act of 1988, The Americans With Disabilities Act, the accessibility code(s), if any, of the State in which the Leased Property is located, and all regulations and guidelines promulgated under any all of the foregoing, as the same may be amended from time to time.

“Accounting Period” shall mean each calendar month accounting period of Tenant. If Tenant shall, for a bona fide business reason, change its accounting period during the Term, appropriate adjustments, if any, shall be made with respect to the timing of applicable accounting and reporting requirements of this Lease; provided, however, that in no event shall any such change or adjustment alter the amount or frequency of payment of Minimum Rent within any Fiscal Year, or otherwise increase or reduce any monetary obligation under this Lease.

“Accounting Year” shall mean each period of twelve (12) consecutive Accounting Periods during the Term of this Lease; provided, however, that, for purposes of this Fourth Amended and Restated Lease Agreement, the first Accounting Year shall commence on the Effective Date and shall expire on December 31, 2012.

“ACM” shall have the meaning given such term in Section 4.2.

“ADA” shall have the meaning given such term in Section 23.7.

“Additional Charges” shall have the meaning given such term in Section 3.4.

“Additional Minimum Rent” shall have the meaning given such term in, and shall be calculated in accordance with, Section 3.3.

“Affiliate” shall mean, with respect to any Person, (i) any Person directly or indirectly Controlling, Controlled by or under common Control with any such Person, (ii) in the case of any such Person which is a partnership, any partner in such partnership, (iii) in the case of any such Person which is a limited liability company, any member of such company, (iv) in the case of any such Person which is a corporation, any officer, director or stockholder of such corporation, (v) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (i) through (iv), (vi) any other Person who is an officer, director, trustee or employee of, or partner in, such Person or any Person referred to in the preceding clauses (i) through (v) and (vii) any other Person who is a member of, or trustee of any trust for the benefit of, the Immediate Family of such Person or of any Person referred to in the preceding clauses (i) through (vi); provided, however, a Person shall not be deemed to be an Affiliate solely by virtue of the ownership of shares of stock registered under the Securities Act of 1934, as amended, unless such Person, as holder of such stock, is required to file a Schedule 13-D, pursuant to Section 13(d) of such Act and Rule 13-d-1 promulgated thereunder.

“Affiliated Lease(s)” shall mean, individually or collectively as the context requires, the lease agreements, sub-lease agreements, sub-concessions agreements and sub-management agreement set forth on Schedule 1 attached hereto. At such time as the “Landlord” under any such lease ceases to be an Affiliate of Landlord, or the “Tenant” under any such lease ceases to be Tenant or an Affiliate of Tenant, by any means permitted pursuant to the terms thereof, such lease shall automatically cease to be considered an Affiliated Lease.

- 2 -

“Affiliated Leased Properties” shall mean, collectively, the Leased Property defined and described in the Affiliated Leases.

“Aggregate Total Facility Revenues” shall mean, collectively, the sum of Total Facility Revenues under this Lease and “Total Facility Revenues” under, and as defined in, each of the Affiliated Leases.

“Annual Operations Statement” shall have the meaning given such term in Section 3.3.2.

“Annual Prepaid Dues” shall have the meaning given such term in Section 22.2.

“Applicable Laws” shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, whether currently in existence or hereafter amended, enacted or promulgated, of all courts of competent jurisdiction and Government Agencies, all Legal Requirements, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations of any kind, including without limitation, those relating to (i) damage to, or the protection of real or personal property, (ii) human health and safety (except those requirements which, by definition, are solely the responsibility of employers), (iii) the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature, (iv) Accessibility Laws or (v) securities, including, without limitation, the marketing thereof.

“Applicable Capex Reserve Percentage” shall mean, with respect to each Accounting Period (or portion thereof) for each Accounting Year during the Term, three percent (3%) of Aggregate Total Facility Revenues.

“Approved Capex Reserve Estimate” shall have the meaning given such term in Section 5.2.3.

“Approved Golf Cart/Equipment Leases” shall have the meaning given such term in Section 5.2.9.

“Beverage Affiliate” shall have the meaning given such term in Section 4.1.1.

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“Business” shall mean the business of operating and/or managing and/or leasing, as applicable, the Golf Course Facilities, and all other facilities, services and amenities, as applicable, located on the Land and/or related to the Leased Property.

“Business Day” shall mean any day other than Saturday, Sunday, or any other day on which federal banking institutions are authorized by law or executive action to close.

“Capex Reserve” shall have the meaning given such term in Section 5.2.1.

“Capex Reserve Estimate” shall have the meaning given such term in Section 5.2.3.

“Capex Reserve Expenditures” shall have the meaning given such term in Section 5.2.1.

“CLP Lender” shall mean CLP Lending TRS Corp., a Delaware corporation, and an Affiliate of Landlord.

“CLP Partners” shall mean CLP Partners, LP, a Delaware limited partnership, and an Affiliate of Landlord.

“Claim” shall have the meaning given such term in Section 14.3.

“Code” shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as amended from time to time.

“Comparable Golf Course Facilities” shall mean Golf Course Facilities (i) offering facilities and services, (ii) charging fees and rates, and (iii) employing operating standards that generally reflect the facilities, services, fees, rates and operating standards of Comparable Golf Course Facilities in the County in which the Leased Property is located.

“Condemnation” shall mean (i) the exercise of any governmental power with respect to the Leased Property, or any interest therein, whether by legal proceedings or otherwise, by a Condemnor under its power of condemnation, (ii) a voluntary sale or transfer of the Leased Property, or any portion thereof, by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (iii) a taking or voluntary conveyance of all or part of the Leased Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting the Leased Property, whether or not the same shall have actually been commenced.

“Condemnor” shall mean any public or quasi public authority, or Person having the power of Condemnation.

“Confidential Information” shall have the meaning given such term in Section 23.25.

“Control” (including the correlative meanings of the terms “Controlling”, “Controlled by”, and “under common control with”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person whether through the ownership of voting securities, by contract or otherwise.

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“CPI” shall mean the Consumer Price Index for All Urban Consumers, published monthly in the Monthly Labor review by the Bureau of Labor Statistics of the United States Department of Labor. If the Consumer Price Index is discontinued, comparable statistics on the purchasing power of the consumer dollar published by the Bureau of Labor Statistics or any other agency of the United States government shall be used.

“Default” shall mean any event or condition existing which with the giving of notice and/or lapse of time would ripen into an Event of Default.

“Disbursement Rate” shall mean an annual rate of interest equal to the greater of, as of the date of determination, (i) ten percent (10%) and (ii) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred fifty (350) basis points.

“Effective Date” shall have the meaning given such term in the introductory paragraph of this Lease.

“Emergency” shall have the meaning given such term in Section 5.2.3.

“Entity” shall mean any corporation, general or limited partnership, limited liability company, partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, any government or agency or political subdivision thereof or any other entity.

“Environment” shall mean soil, surface waters, ground waters, land, streams, sediments, surface or subsurface strata and ambient air.

“EP” shall have the meaning given such term in Section 4.2.

“Event of Default” shall have the meaning given such term in Section 12.1.

“Excess Total Facility Revenues” shall mean, for the applicable period of time, the amount by which Aggregate Total Facility Revenues exceeds the Total Facility Revenues Threshold.

“Extended Term” shall have the meaning given such term in Section 2.4.

“Facility Mortgage” shall have the meaning given such term in Article 19.

“First Amended and Restated Lease” shall have the meaning given such term in the preambles to this Lease.

“Fiscal Quarter” shall mean the first, second, third and fourth three month period (each consisting of three (3) Accounting Periods) during each Fiscal Year.

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“Fiscal Year” shall mean Tenant’s Fiscal Year which begins on January 1 and ends on December 31 in each calendar year. For purposes of this Fourth Amended and Restated Lease Agreement, any partial Fiscal Year between the Effective Date and the commencement of the first full Fiscal Year (except with respect to the calculation and payment of Minimum Rent as referenced in Section 3.2 of this Lease), shall constitute a separate Fiscal Year. A partial Fiscal Year between the end of the last full Fiscal Year and the termination of this Lease shall also constitute a separate Fiscal Year.

“Force Majeure Event” shall mean any circumstance which is not within the reasonable control of either party hereto, caused by any of the following: strikes; lockouts; acts of God; civil commotion; fire or any other casualty; governmental action; or other similar cause or circumstance which is not within the reasonable control of either party hereto. Neither lack of financing nor general economic and/or market conditions or factors is a Force Majeure Event.

“ForeGolf Management Agreement” shall mean that certain Master Management Agreement to be entered into between Tenant and ForeGolf Manager, as “manager”, as the same may be amended and restated from time to time pursuant to the terms thereof.

“ForeGolf Manager” shall mean Fore Golf Management, Inc., a Florida limited liability company.

“GAAP” shall mean generally accepted accounting principles consistently applied.

“Golf Club” shall mean that certain non-equity golf club which offers golf and social facilities located on the Leased Property known as the Ancala Country Club and as further described in the Membership Documents.

“Golf Course Facilities” shall mean, individually or collectively as the context requires, an eighteen (18) hole full-length golf course, golf maintenance center, clubhouse, dining room, bar, snack bars, swimming pool, golf pro shops, card rooms, men’s and women’s locker rooms, golf halfway houses and other facilities and services consistent with the operation thereof.

“Government Agencies” shall mean any legislative body, court, agency, authority, board (including, without limitation, health and long term care, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi governmental unit of the United States or the State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or the Leased Property or any portion thereof or the Business operated thereon.

“Hazardous Substances” shall mean any substance:

(a) the presence of which requires or may hereafter require notification, investigation or remediation under any federal, state or local statute, regulation, rule, ordinance, order, action or policy; or

(b) which is or becomes defined as a “hazardous waste”, “hazardous material” or “hazardous substance” or “pollutant” or “contaminant” under any present or future federal, state

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or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) and the regulations promulgated thereunder; or

(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision thereof; or

(d) the presence of which on the Leased Property causes or materially threatens to cause an unlawful nuisance upon the Leased Property or to adjacent properties or poses or materially threatens to pose a hazard to the Leased Property or to the health or safety of persons on or about the Leased Property, including without limitation molds/microbial organisms which affect health, indoor air quality and/or structural integrity; or

(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or

(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

(g) without limitation, which contains or emits radioactive particles, waves or material; or

(h) without limitation, which constitutes materials which are now or may hereafter be subject to regulation pursuant to the Material Waste Tracking Act of 1988, or any Applicable Laws promulgated by any Government Agencies.

“HUD Materials” shall have the meaning given such term in Section 4.2.

“Immediate Family” shall mean, with respect to any individual, such individual’s spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents in law, brothers-in-law, sisters-in-law, nephews and nieces.

“Improvement Project” shall have the meaning given such term in Section 5.3.2.

“Incident” shall have the meaning given such term in Section 20.4.

“Indebtedness” shall mean all obligations, contingent or otherwise, which in accordance with GAAP should be reflected on the obligor’s balance sheet as liabilities.

“Initial Improvement Project” shall have the meaning given such term in Section 5.3.1.

“Initial Improvement Project Cap” shall have the meaning given such term in Section 5.3.1.

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“Initial Landlord P&E” shall mean and refer to all P&E of any kind or description which are owned by Landlord and located on or in the Leased Improvements as of the date of the Original Lease, including, without limitation, those items enumerated on Exhibit A attached hereto and made a part hereof, but specifically excluding items of Tenant’s Personal Property.

“Initial Term” shall have the meaning given such term in Section 2.3.

“Insurance Requirements” shall mean all terms of any insurance policy, certificate or endorsement required by this Lease and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant or any of the Leased Property.

“Inventory” shall mean all inventories, as such term is customarily used and defined in its most broad and inclusive sense including, but not limited to, all inventories of merchandise, food, beverages and other consumables held by Tenant for sale or use at or from the Leased Property or in connection with the Business, and operating supplies, building and maintenance supplies and spare parts.

“Land” shall have the meaning given such term in Section 2.1(a).

“Landlord” shall have the meaning given such term in the preambles to this Lease and shall include its successors and assigns.

“Landlord Charges” shall have the meaning given such term in Section 3.4.6.

“Landlord’s Additional Investment” shall mean the sum of all costs of any repairs, maintenance, renovations or replacements pursuant to Section 4.2, Article 5, Article 10 or 11 hereof and all other expenditures made by Landlord in connection with the Leased Property which are (i) not paid out of the Capex Reserve, or (ii) in excess of the budgeted Capex Reserve Expenditures pursuant to Section 5.2.8 hereof.

“Landlord’s Additional Investment Rate” shall mean nine percent (9%).

“Landlords” shall mean, collectively, Landlord under this Lease and the “Landlords” under the Affiliated Leases.

“LBP” shall have the meaning given such term in Section 4.2.

“Lease” shall mean this Second Amended and Restated Lease Agreement, including all Exhibits and Schedules hereto, as it and they may be amended or restated from time to time as herein provided.

“Lease Year” shall mean any Fiscal Year during the Term and any partial Fiscal Year at the beginning or end of the Term.

“Leased Improvements” shall have the meaning given such term in Section 2.1(b).

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“Leased Intangible Property” shall mean all transferable or assignable (a) governmental permits, including licenses (including any applicable and transferable liquor license) and authorizations, required for the construction, ownership and operation of the Leased Improvements, including without limitation, certificates of authority, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits and any and all necessary approvals from state or local authorities and other approvals granted by any public body or by any private party pursuant to a recorded instrument relating to the Leased Improvements or the Land; (b) development rights, trade names (including without limitation the exclusive use of the trade name “Ancala Country Club” and any other trade name utilized in connection with the Leased Property, and all associated logos), telephone exchange numbers identified with the Leased Property (if any), web sites, credit records, labels, promotional literature (but only to the extent not included in Tenant’s Personal Property), security codes, all records and sales data, and any unexpired guaranties or warranties, relating to the Leased Property and/or the operation of the Business; and (c) certificates, licenses, warranties and guarantees and contracts, other than such permits, operating permits, certificates, licenses and approvals which are to be held by, or transferred to, Tenant in order to permit Tenant to operate such Leased Improvements properly and in accordance with the terms of this Lease. The term “Leased Intangible Property” shall specifically exclude items of Tenant’s Personal Property.

“Leased Properties” shall mean, collectively, the Leased Property and the Affiliated Leased Properties.

“Leased Property” shall have the meaning given such term in Section 2.1.

“Leases” shall mean, collectively, this Lease and the Affiliated Leases.

“Legal Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations, certificates and regulations necessary or required for the operation of the Leased Property for its Permitted Use, and (b) all covenants, agreements, declarations, restrictions and encumbrances contained in any instruments at any time in force affecting the Leased Property or to which Tenant has consented or which are required to be granted pursuant to Applicable Laws, including those which may (i) require material repairs, modifications or alterations in or to the Leased Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlord’s status as a real estate investment trust.

“Lien” shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, including but not limited to construction, mechanics’ and materialmen’s liens, or any transfer of property or assets for the payment of Indebtedness or performance of any other obligation in priority to payment of the obligor’s general creditors.

“Major Alterations” shall have the meaning given such term in Section 6.2.2.

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“Materiality Threshold Period” shall have the meaning given such term in Section 17.7.

“Membership Documents” shall mean, collectively, the applications, membership agreements, bylaws, rules and regulations and other agreements, terms or provisions binding upon the members of the Golf Club and attached hereto as Exhibit H.

“Membership Revenue” shall mean “the net cash flow (whether positive or negative) consisting of: (i) cash received from sales of new Golf Club memberships, and conversions of existing Golf Club memberships to new Golf Club memberships (including deposits relating thereto) and fees relating to the transfer of existing Golf Club memberships, plus (ii) cash principal payments received on membership obligations incurred on or after the date of the Original Lease evidencing the financing of the purchase of new Golf Club memberships or the conversion on or after the date of the Original Lease of existing Golf Club memberships into new Golf Club memberships, less (iii) cash paid to cancel or recall existing Golf Club memberships and refunds of Golf Club membership sales, all as determined in accordance with the following methodology: under GAAP, Membership Revenue is not considered revenue and the Leased Property shall account for such cash flow as “cash provided by financing activities” in its statement of cash flow. Membership Revenue shall be included in Total Facility Revenues for purposes of calculating Additional Minimum Rent (if applicable) and the Applicable Capex Reserve Percentage.

“Membership Year” shall have the meaning given such term in Section 22.2.

“Minimum Rent” shall mean annual rent as defined and set forth in Section 3.2, subject to prorations and adjustments as set forth in Section 3.2.

“Minor Alterations” shall have the meaning given such term in Section 6.2.1.

“Mortgagee” shall mean the holder of any Facility Mortgage.

“Net Operating Income” shall mean the amount by which Total Facility Revenues under this Lease exceeds Operating Expenses under this Lease.

“Notice” shall mean a notice given in accordance with Section 23.10.

“Notice of Commencement” shall have the meaning given such term in Section 7.4.

“O&M Plan” shall have the meaning given such term in Section 4.2.

“Omnibus Agreement” shall mean that certain Amended and Restated Omnibus Lease Resolution Agreement among Landlords, certain Affiliates of Landlords, CLP Partners, CLP Lender, Tenant, PGMI and Munsch, as the same may be amended from time to time pursuant to the terms thereof.

“Operating Contracts” shall mean the various service agreements, equipment leases, purchase contracts and special event contracts, software licenses and information technology contracts, and other contracts utilized in the operation of the Business.

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“Operating Expenses” means all those ordinary and necessary expenses incurred in the operation of the Business in accordance with this Lease, including all costs and expenses associated with the employees (including salaries, wages, bonuses and other compensation of all employees and their benefits, including life, medical and disability insurance and retirement benefits), the costs associated with permits and licenses, the cost of maintenance and utilities, administrative expenses, the costs of advertising, marketing and business promotion, all as determined in accordance with GAAP, any and all taxes, assessments, charges, levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees) and other impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen or unforeseen, and each and every installment thereof which shall or may during or with respect to the Term accrue and be charged, laid, levied, assessed, or imposed upon, or arise in connection with, the use, occupancy, operation or possession of the Leased Property or Business conducted thereon, and all premiums and other charges to obtain the insurance policies required pursuant to the terms hereof, all as determined in accordance with GAAP. The term “Operating Expenses” shall expressly exclude any debt service for any Facility Mortgage or other financing obtained by Landlord in connection with the Leased Property.

“Original Lease” shall have the meaning given such term in the preambles to this Lease.

“Overdue Rate” shall mean, on any date, a per annum rate of interest equal to the maximum rate then permitted under applicable law.

“P&E” shall mean all items of personal property, as defined under the Model Uniform Commercial Code, including, but not limited to: (a) all equipment, machinery, fixtures, and other items of property, now or hereafter located on or permanently affixed to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air cooling and air conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, irrigation equipment and golf ball washing equipment, together with all replacements, modifications, alterations and additions thereto, all of which to the extent not otherwise constituting real property under Applicable Laws; (b) all furniture, furnishings, movable walls or partitions, computers or trade fixtures or other personal property of any kind or description used or useful in the Business on or in the Leased Improvements, and located on or in the Leased Improvements, and all modifications, replacements, alterations and additions to such personal property; (c) all global positioning systems and similar equipment; (d) all range balls and ball retrieval systems, including but not limited to any vehicle or apparatus used in connection therewith; (e) all rental clubs and other rental equipment offered through the golf pro shop or by the Golf Club; (f) all linen, china, glassware, tableware, uniforms and similar items, whether used in connection with public space or tenant rooms; (g) “Property and Equipment,” “P&E,” and “FF&E” (as such terms are customarily used and defined in the most broad and inclusive sense), as well as all other items included within the category of Inventory; (h) all replacements of or additions to items set forth in clause (a) through (g) above; and (i) the Initial Landlord P&E. The term “P&E” shall specifically exclude items of Tenant’s Personal Property.

“P&E Leases” shall have the meaning given such term in Section 7.1.

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“P&E Replacements” shall mean all items of P&E purchased with funds from the Capex Reserve established under Article 5 of this Lease, or with insurance proceeds payable with respect to P&E or P&E Replacements (specifically excluding all insurance proceeds payable with respect to Tenant’s Personal Property) and all other items of P&E added and used at the Leased Property during the Term of this Lease (specifically excluding Tenant’s Personal Property), together with all leasehold improvements made by Tenant during the Term of this Lease to the extent not constituting real property affixed to the Land, whether purchased from the Capex Reserve or with other funds of Tenant, all subject to disposal and further replacement at the end of their useful lives.

“Parent” shall mean, with respect to any Person, any Person which directly, or indirectly through one or more Subsidiaries or Affiliates, (i) owns more than fifty percent (50%) of the voting or beneficial interest in, or (ii) otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to Control, such Person.

“Parent Guaranty” shall mean that certain Guaranty Agreement, dated as of October 29, 2008, executed by PGMI in favor of Landlord with respect to Tenant’s obligations under this Lease, as the same may be amended.

“Permits” means all licenses, permits and certificates required by Applicable Laws for the ownership, operation, use or occupancy of the Leased Property or the Business, including, without limitation, liquor licenses, business licenses, state and local health and environmental department licenses, any other licenses required in connection with the operation of the Leased Property for the Permitted Use, food service licenses, licenses to conduct business and all such other permits, licenses and rights, obtained from any governmental, quasi governmental or private person or entity whatsoever.

“Permitted Encumbrances” shall mean (a) all rights, restrictions, and easements of record set forth on Exhibit C attached hereto and made a part hereof, (b) to the extent not referenced on Exhibit C, any mortgage and other documents of record relating to a Facility Mortgage, and (c) any other such encumbrances as may have been consented to in writing by Landlord from time to time in accordance with the terms of Section 2.6 hereof.

“Permitted Renovations” shall have the meaning given such term in Section 6.2.

“Permitted Use” shall have the meaning given such term in Section 4.1.1.

“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

“PGMI” shall mean Premier Golf Management, Inc., a Delaware corporation and Parent of Tenant.

“Prior Employees” shall have the meaning given such term in Section 23.7.

“Project Cost Reduction Amount” shall have the meaning given such term in Section 5.3.1.

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“Refundable Membership Deposit(s)” shall have the meaning given such term in Section 22.1.

“REIT” shall have the meaning given such term in Article 15.

“REIT Personal Property Limitation” shall have the meaning given such term in Section 15.1.

“Release” shall have the meaning given such term in Section 4.2.

“Rent” shall mean, collectively, Minimum Rent, Additional Minimum Rent (if applicable) and Additional Charges.

“SEC” shall mean the Securities and Exchange Commission.

“Seller” shall mean, individually or collectively as the context requires, American Golf Corporation, a California corporation, NGP Realty Sub, L.P., a Delaware limited partnership, Shandin Hills Golf Club, Inc., a California corporation, and Golf Enterprises, Inc., a Kansas corporation.

“Severe Incident” shall have the meaning given such term in Section 20.4.

“Significant Property Damage” shall have the meaning given such term in Section 20.4.

“Site Development” shall have the meaning given such term in Section 4.2.

“State” shall mean the State in which the Land is located.

“Subsidiary” shall mean, with respect to any Person, any Entity in which such Person directly, or indirectly through one or more Subsidiaries or Affiliates, (a) owns more than fifty percent (50%) of the voting or beneficial interest or (b) which such Person otherwise has the right or power to Control (whether by contract, through ownership of securities or otherwise).

“Tax and Insurance Account” shall have the meaning given such term in Section 8.3.

“Tax and Insurance Escrow Amount” shall have the meaning given such term in Section 8.3.

“Tenant” shall mean the entity identified in the preamble to this Lease and shall include its successors and assigns expressly permitted hereunder.

“Tenant’s Golf Operating Business” shall mean the operation of (i) the Business conducted on the Land, and (ii) the golf course and country club facilities, fitness and spa facilities, member lodging facilities, retail operations, food and beverage operations and athletic facilities operated as a part thereof, of Tenant and/or its Affiliates, now or hereafter acquired.

“Tenant’s Personal Property” shall mean any specific items of P&E listed on Exhibit D attached hereto (collectively, the “Initial Tenant Personal Property”), or which are hereafter acquired by Tenant with its own funds after the date of the Original Lease, or replacements for

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such items, or items of intangible property owned by Tenant prior to the date of the Original Lease, including any proprietary software or systems of Tenant, but specifically excluding (i) any proprietary software or systems acquired by Tenant after the date of the Original Lease for the benefit and operation of the Business, and specifically excluding any property purchased with funds from the Capex Reserve established under Section 5.2, and (ii) any and all personal property of Tenant utilized or owned by Tenant and located at Comparable Golf Course Facilities, at its corporate offices, or at any other property owned, managed or leased by Tenant or its Affiliates.

“Term” shall mean, collectively, the Initial Term and the Extended Terms, unless sooner terminated pursuant to the provisions of this Lease.

“Total Additional Minimum Rent” shall have the meaning given such term in Section 3.3.1.

“Total Facility Revenues” shall mean, for the applicable period of time, but without duplication, all gross revenues and receipts of every kind derived by or for the benefit of Tenant, or its Affiliates, from operating or causing the operation of the Leased Property and all parts thereof allocated over the period in which the revenues are earned and realized (for example, annual dues prepaid in advance shall be allocated and included on a 1/12^th basis for each Accounting Period), including, but not limited to: Membership Revenue, greens fees, guest fees, tournament fees, initiation fees, dues, cart rental or fees, club rental or other equipment rental or fees, driving range fees, commissions earned from golf or swimming instruction or lesson fees (excluding the portion thereof collected by Tenant on behalf of independent instructors), and handicap and locker room fees; license, lease and concession fees and rentals; parking fees; income from vending machines; food and beverage sales; retail sales of merchandise (other than proceeds from the sale of furnishings, fixtures and equipment no longer necessary to the operation of the Business, which shall be deposited in the Capex Reserve); and service charges; provided, however, that Total Facility Revenues shall not include the following: (i) gratuities or service charges or other similar receipts which are to be paid to employees or persons occupying similar positions for performing similar duties; (ii) employee tax, insurance or other benefit withholdings; (iii) federal, state or municipal excise, sales, use admission, gross receipt, value added, entertainment or other similar taxes included as part of the sales price of any goods or services; which are payable to governmental authorities; (iv) late fees and interest; (v) insurance proceeds (unless attributable to loss of business revenue i.e., business interruption proceeds); including proceeds of insurance or credits received in settlement for loss, theft, or damage to property related to or used on the Leased Property and proceeds of insurance received with respect to rent loss, use and occupancy; (vi) condemnation proceeds or awards; (vii) any proceeds from the sale of Tenant’s Personal Property or any sale of the Leased Property or from the refinancing of any debt encumbering the Leased Property; (viii) proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Business; (ix) interest which accrues on amounts deposited in the Capex Reserve; (x) membership deposits/initiation fees forfeited and not refunded; and (xi) any amounts recovered in any legal actions or proceedings, or settlements thereof, arising out of the operation of the Leased Property (unless the amount received would have otherwise constituted revenue).

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“Total Facility Revenues Threshold” shall mean (i) with respect to Fiscal Year 2012, the aggregate sum of Fifty-Three Million Ninety-Four Thousand and No/100 Dollars ($53,094,000.00) for the period commencing on April 1, 2012 and ending December 31, 2012, (ii) with respect to Fiscal Year 2013, the aggregate sum of Seventy-Two Million One Hundred Eleven Thousand and No/100 Dollars ($72,111,000.00), (iii) with respect to Fiscal Year 2014, the aggregate sum of Seventy-Three Million Six Hundred Sixty-Five Thousand and No/100 Dollars ($73,665,000.00), and (iv) commencing Lease Year 2015, the Total Facility Revenues Threshold shall increase annually by an amount equal to the greater of (a) the product obtained by multiplying the Total Facility Revenues Threshold then in effect times two percent (2%), and (b) the product obtained by multiplying the Total Facility Revenues Threshold then in effect times the then annual percentage increase in CPI; provided, however, with respect to the last Fiscal Year of this Lease, the amount of the Total Facility Revenues Threshold shall be prorated in accordance with the number of calendar days in such partial Fiscal Year.

“Transfer of Tenant” shall have the meaning given such term in Section 16.2.

“Trust Assumption Agreement” shall mean that certain Amended and Restated Membership Deposit Assumption Agreement dated September 14, 2002, by and between Seller and the Trusts related to the obligations of the Trusts with respect to certain Refundable Membership Deposits, as the same may be amended or assigned.

“Trusts” shall mean, collectively, the David G. Price Trust dated March 5, 1998 and the Dallas P. Price Trust dated May 14, 1998.

“Unfunded Capex Reserve Expenditures” shall have the meaning given such term in Section 5.2.8.

“Unsuitable for Its Permitted Use” shall mean a state or condition of the Leased Property such that following any taking, condemnation, damage or destruction involving the Leased Property, the Leased Property cannot be operated, in the reasonable judgment of Landlord after consultation with Tenant, on a commercially practicable basis for its Permitted Use, and it cannot reasonably be expected to be restored to substantially the same condition as existed before such damage or destruction and as is otherwise required by Article 10 within (i) twelve (12) months following such damage or destruction, or (ii) eighteen (18) months following such damage or destruction in the event that Tenant has extended the term of the business interruption insurance to pay at least eighteen (18) months of Rent for the benefit of Landlord or provides other reasonably acceptable security for any uninsured portion of the eighteen (18) months of Rent.

“Working Capital” shall mean funds that are reasonably necessary and used in the day-to-day operation of the Leased Properties, including, without limitation, amounts sufficient for the maintenance of change and petty cash funds, amounts deposited in operating bank accounts, receivables, amounts deposited in payroll accounts and prepaid expenses and all funds required to maintain Inventory, less accounts payable and accrued current liabilities.

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ARTICLE 2

LEASED PROPERTY AND TERM

2.1 Leased Property. Upon and subject to the terms and conditions hereinafter set forth, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord all of Landlord’s right, title and interest in and to all of the following (collectively, the “Leased Property”):

(a) all that certain tract, piece and parcel of land, as more particularly described in Exhibit E, attached hereto and made a part hereof (the “Land”);

(b) all buildings, structures and other improvements located on the Land, including, without limitation, the Golf Course Facilities and all other improvements located on the Land, and all fixtures attached to and forming a part of the Land, including, without limitation, all roofs, plumbing systems, electric systems and HVAC systems, roadways, alleyways, parking areas and facilities, landscaping, sidewalks, curbs, connecting tunnels, utility pipes, irrigation systems, conduits and lines (on site and off site) appurtenant to or presently situated upon the Land (collectively, the “Leased Improvements”);

(c) all appurtenances, hereditaments, easements, and all other rights, privileges and entitlements, if any, belonging to or running with the Land;

(d) all right, title and interest of Landlord, if any, in and to all water rights, water allocations and water stock associated with irrigating and/or draining the Golf Club, which may be leased or assigned by Landlord to Tenant;

(e) all Initial Landlord P&E and P&E Replacements;

(f) all of the Leased Intangible Property; and

(g) all other interests of Landlord in any property located at the Leased Property or used in connection with the operation of the Business heretofore conveyed to or acquired by Landlord.

2.2 Condition of Leased Property; “AS IS, WHERE IS”. TENANT ACKNOWLEDGES AND AGREES, THAT, EXCEPT AS EXPRESSLY MADE BY LANDLORD IN THIS LEASE, LANDLORD IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY, THE BUSINESS, OR ANY OF THE OTHER ITEMS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS INCLUDING WEATHER-RELATED CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, WATER RIGHTS OR ENTITLEMENTS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS, THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

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TENANT AGREES THAT TENANT HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF LANDLORD OR ANY AGENT OF LANDLORD OR OTHER THIRD PARTY, INCLUDING ANY REAL ESTATE BROKER OR AGENT, EXCEPT AS EXPRESSLY MADE BY LANDLORD IN THIS LEASE. TENANT REPRESENTS THAT IT IS RELYING ON ITS OWN EXPERTISE AND THAT OF TENANT’S CONSULTANTS, AND THAT TENANT WILL CONDUCT INSPECTIONS AND INVESTIGATIONS OF THE LEASED PROPERTY, THE BUSINESS AND THE OTHER ITEMS INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND SHALL ASSUME THE RISK THAT ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY TENANT’S INSPECTIONS AND INVESTIGATIONS. TENANT ACKNOWLEDGES AND AGREES THAT LANDLORD HAS LEASED TO TENANT AND TENANT ACCEPTS THE LEASED PROPERTY, THE BUSINESS AND ANY OTHER ITEMS LEASED HEREBY “AS IS WHERE IS,” WITH ALL FAULTS, AND EXCEPT AS SET FORTH IN THIS LEASE THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE LEASED PROPERTY BY LANDLORD, ANY AGENT OF LANDLORD OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THE TERMINATION OF THIS LEASE.

2.3 Initial Term. The initial term of this Lease (the “Initial Term”) shall terminate and expire at 11:59 p.m. on January 31, 2029.

2.4 Extended Terms. Tenant shall have and is hereby granted four (4) option(s) to extend this Lease for an additional five (5) years each (each, an “Extended Term”), upon the terms, covenants, conditions and rental as set forth herein, provided (a) there exists no continuing Event of Default hereunder or under any Affiliated Lease, or an Event of Default hereunder or under any Affiliated Lease, which Tenant has had an opportunity but failed to cure as provided hereunder, at the commencement of the respective Extended Term, and (b) Tenant concurrently elects to extend all Affiliated Leases. Subject to the foregoing proviso, the Term shall automatically extend into each Extended Term unless, prior to such date that is twelve (12) months prior to the respective expiration of the Initial Term of this Lease, or of the then applicable Extended Term, Tenant provides to Landlord written notice that Tenant is terminating this Lease as of the expiration of the Initial Term or the Extended Term, as the case may be.

2.5 Yield Up. Tenant shall, on or before the last day of the Term or upon the sooner termination thereof, peaceably and quietly surrender and deliver to Landlord the Leased Property, including, without limitation, all Leased Improvements and P&E and all additions thereto and replacements thereof made from time to time during the Term, together with and including, without limitation, the P&E Replacements, in good order, condition and repair, reasonable wear and tear excepted, and free and clear of all Liens and encumbrances (other than Permitted Encumbrances, Liens or encumbrances in favor of or granted by Landlord, and any other encumbrances expressly permitted under the terms of this Lease), and Tenant shall fully cooperate with Landlord in transferring, to the extent transferable under Applicable Laws and without consideration or fee, any of Tenant’s Permits, specifically including, without limitation, any liquor licenses, which Landlord determines, in its sole and absolute discretion, would be necessary or appropriate to continue to operate the Leased Property for its Permitted Use. Tenant

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acknowledges that both the Initial Landlord P&E described on Exhibit A attached hereto and consumable items of Inventory located at the Leased Property as of the date of the Original Lease may be completely consumed and/or otherwise disposed of in the course of operation of the Leased Property during the Term of this Lease. Tenant agrees that, at the expiration or earlier termination of this Lease, Tenant shall fully restore the Initial Landlord P&E, inclusive with and after consideration of all P&E Replacements which will become the property of Landlord, to at least the approximate types and amounts (with reasonably equivalent value) as shown on Exhibit A, subject to ordinary wear and tear, and shall fully restore an adequate supply of Inventory consistent with the full stocking levels at the applicable time of the Fiscal Year to be maintained by Tenant pursuant to this Lease. At the expiration or earlier termination of this Lease, Tenant shall (i) retain all accounts receivables from its operation of the Property and Business subject to and net of the amounts of such receivables due to Landlord or to the Capex Reserve pursuant to the terms hereof, and (ii) remain liable for the payment of accounts payable which have accrued as of such time.

2.6 Grant of Easements, Etc. by Landlord. Landlord may from time to time, after consultation with Tenant, at the reasonable request of any third party or as requested or required by any Government Agencies, at Landlord’s cost and expense: (i) grant easements and other rights in the nature of easements; (ii) release existing easements or other rights in the nature of easements which are for the benefit of the Leased Property; (iii) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes; (iv) execute petitions to have the Leased Property annexed to any municipal corporation or utility district; (v) execute amendments to any covenants and restrictions affecting the Leased Property; and (vi) execute and deliver to any person any instrument appropriate to confirm or effect such grants, releases, dedications and transfers (to the extent of its interest in the Leased Property), provided that in no event shall any instrument requested materially impair or diminish Tenant’s use of the Leased Property or adversely affect in any material respect the operation, value or financial viability of the Business. Landlord shall provide Tenant with copies of any such executed documents.

ARTICLE 3

RENT

3.1 Rent. Subject to the terms and conditions of this Lease, Tenant shall pay in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this Lease), Rent, together with all applicable sales, use or excise tax thereon now or hereafter applied to rental receipts by the State in which the Land is located (but expressly excluding all federal, state or local taxes on net income or net worth, estate, succession, inheritance, value added or transfer taxes of Landlord or similar tax or charge or substitutes therefor), to Landlord during the Term except as otherwise provided herein at the address to which notices to Landlord are to be given or to such other party or to such other address as Landlord may designate from time to time by written notice to Tenant. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion and all such payments shall, upon receipt by Landlord, be and remain the sole and absolute property of Landlord. If Landlord shall at any time accept any such Rent or other sums after the same shall become due and payable, or any partial payment of Rent, such acceptance shall not excuse a delay upon subsequent occasions, or constitute or be construed as a waiver of any of Landlord’s rights hereunder.

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3.2 Minimum Rent. Tenant shall pay annual base minimum rent (“Minimum Rent”) for the Leased Property to Landlord in equal monthly installments in advance, on the first (1st) Business Day of each Accounting Period. If applicable, the first payment of Minimum Rent and the last payment of Minimum Rent shall be prorated on a per diem basis; provided, however, that for purposes of Minimum Rent, any prorated payment for any partial Accounting Period prior to the first full Accounting Period shall be prorated based upon the installment of Minimum Rent payable for the first full Accounting Period, and any prorated Rent at the end of the Term shall be prorated based upon the installment of Minimum Rent payable for the last full Accounting Period.

3.2.1 Calculation of Minimum Rent. Subject to proration as set forth above, Tenant shall pay Minimum Rent during each Accounting Year of the Term of this Lease in the amounts, and calculated in accordance with the formula, set forth on Exhibit B attached hereto and made a part hereof.

3.3 Additional Minimum Rent. In addition to and not in lieu of Minimum Rent, Tenant shall pay additional minimum rent described in this Section 3.3 (“Additional Minimum Rent”) to Landlords under the Leases, on an annual basis, for each Fiscal Year or portion thereof.

3.3.1 Calculation of Additional Minimum Rent. In the event that there are Excess Total Facility Revenues for any Fiscal Year during the Term, Tenant shall pay to Landlords, as Additional Minimum Rent, an amount equal to ten percent (10%) of such Excess Total Facilities Revenues (all Additional Minimum Rent due and payable pursuant to the foregoing shall be referred to herein as “Total Additional Minimum Rent”). The Total Additional Minimum Rent payment for each Fiscal Year each, an “Annual Additional Minimum Rent Payment” shall be due and payable in arrears within sixty (60) days after the end of each Fiscal Year during the Term.

3.3.2 Annual Reconciliation of Additional Minimum Rent. Tenant shall, no later than sixty (60) days following the end of each Fiscal Year during the Term hereof furnish to Landlord for such Fiscal Year a complete statement (the “Annual Operations Statement”) certified true and correct by the Chief Financial Officer of Tenant (or of Tenant’s managing member or manager, as applicable) setting forth, with respect to such Fiscal Year in reasonable detail the Total Facility Revenues, the Total Additional Minimum Rent and the Annual Additional Minimum Rent Payment for such Fiscal Year. If the Annual Operations Statement for any Fiscal Year indicates that the Annual Additional Minimum Rent Payment theretofore made with respect to such Fiscal Year pursuant to Section 3.3.1 exceeds the Total Additional Minimum Rent due for such Fiscal Year, Landlord shall credit such overpayment against the next installment or installments of Minimum Rent falling due (or will pay the amount of such overpayment to Tenant if this Lease shall have terminated other than by reason of Tenant’s default or if Landlord so elects to do so). If, on the other hand, the Annual Operations Statement indicates that the Annual Additional Minimum Rent Payment theretofore made with respect to such Fiscal Year is less than the Total Additional Minimum Rent due for such Fiscal Year, then Tenant shall pay the deficit amount to Landlord concurrently with the submission of the Annual

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Operations Statement. Interest shall accrue on payments pursuant to this paragraph at the Disbursement Rate from the date when first due and payable until the date when the adjusted amount is fully paid in the manner as set forth above, except to the extent of de minimis adjustments of not more than ten percent (10%) of the amount initially paid.

3.3.3 Landlord Audit of Annual Operations Statement. Notwithstanding the foregoing, Landlord at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant given within Three Hundred Sixty-Five (365) days after receipt of the applicable Annual Operations Statement, by its accountants or representatives, to commence within such 365-day period an audit of the information set forth in such Annual Operations Statement and, in connection with such audit, to examine all of Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns); provided, however, if Landlord reasonably believes Tenant has intentionally misrepresented Total Facility Revenues, the Excess Total Facility Revenues and/or the Total Additional Minimum Rent on any such Annual Operations Statement, the said 365-day period shall commence to run on the date Landlord obtains credible evidence that Tenant has intentionally misrepresented Total Facility Revenues, the Excess Total Facility Revenues and/or the Total Additional Minimum Rent on any such Annual Operations Statement. If Landlord does not commence an audit within such 365-day period, such Annual Operations Statement shall be deemed to be accepted by Landlord as correct. Landlord shall use commercially reasonable efforts to complete any such audit as soon as practicable. Landlord shall provide a copy of such audit to Tenant within ten (10) days after its completion. Landlord and Tenant shall thereafter proceed in good faith to resolve any disputes regarding the results of such audit. If following the resolution of any such disputes such audit discloses a deficiency in the payment of Total Additional Minimum Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, together with interest at the Disbursement Rate from the date such payment should have been made to the date of payment therefore. If such deficiency is more than three percent (3%) of the Total Facility Revenues reported by Tenant for such Fiscal Year, Tenant shall also pay the costs of or immediately reimburse Landlord for the reasonable cost of such audit and examination. If such audit discloses an overpayment of Total Additional Minimum Rent, Landlord shall, at Landlord’s option, either (a) pay to Tenant the amount of such overpayment less the cost of the audit within ten (10) calendar days following the determination of the amount of such overpayment or (b) offset the amount of such overpayment less the cost of the audit against the installment(s) of Minimum Rent next coming due; provided in the event this Lease has terminated, Landlord shall pay Tenant the amount of such overpayment as set forth in (a) above.

3.4 Additional Charges. In addition to the Minimum Rent and Additional Minimum Rent payable hereunder, Tenant shall pay to the appropriate parties and discharge as and when due and payable hereunder the following (collectively the “Additional Charges”):

3.4.1 Taxes and Assessments. Tenant shall pay or cause to be paid all taxes and assessments required to be paid pursuant to Article 8.

3.4.2 Utility Charges. Tenant shall be liable for and shall promptly pay directly to the utility company all deposits, charges and fees (together with any applicable taxes or assessments thereon) when due for water, gas, electricity, air conditioning, heat, septic, sewer, refuse collection, telephone and any other utility charges, impact fees, or similar items in

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connection with the use or occupancy of the Leased Property. Landlord shall not be responsible or liable in any way whatsoever for the quality, quantity, impairment, interruption, stoppage, or other interference with any utility service, including, without limitation, water, air conditioning, heat, gas, electric current for light and power, telephone, or any other utility service provided to or serving the Leased Property. No interruption, termination or cessation of utility services shall relieve Tenant of its duties and obligations pursuant to this Lease, including, without limitation, its obligation to pay all Rent as and when the same shall be due hereunder. Notwithstanding the foregoing, Landlord hereby agrees to execute any reasonable documentation and to otherwise reasonably cooperate with Tenant, at Tenant’s sole cost and expense, in taking any action necessary or required by any utility provider to obtain or restore utility service at the Leased Property.

3.4.3 Insurance Premiums. Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article 9.

3.4.4 Permits. Tenant shall pay or cause to be paid all fees, dues and charges of any kind which are necessary in order to acquire and keep in effect and good standing all Permits required for operation of the Leased Property in accordance with the terms of Article 4. Tenant shall maintain, in Tenant’s name, those Permits related to the operation of the Leased Property, except those required by Applicable Laws to be maintained by Landlord and which cannot be assigned to or maintained by Tenant, or those otherwise agreed by Landlord and Tenant to be maintained by Landlord. Notwithstanding the foregoing, in the event of the expiration or earlier termination of this Lease, Tenant shall assign, transfer or otherwise convey any Permits maintained in Tenant’s name to Landlord or Landlord’s designee, to the extent not prohibited by Applicable Laws.

3.4.5 Sales Tax. Simultaneously with each payment of Rent and Additional Charges hereunder, Tenant shall pay to Landlord the amount of any applicable sales, use, excise or similar or other tax on any such Rent and Additional Charges, whether the same be levied, imposed or assessed by the State in which the Leased Property is located or any Governmental Agencies, but specifically excluding any federal, state or local taxes, franchise taxes, capital, estate, succession, inheritance, value added, or similar tax or charge or substitute therefore, imposed on Landlord’s net income. Landlord shall, upon written request by Tenant, provide to Tenant on an annual basis such reasonable information in Landlord’s possession or control as shall be necessary to enable Tenant to pay such tax.

3.4.6 Other Charges. Tenant shall pay or cause to be paid all other amounts, liabilities and obligations arising in connection with Tenant’s use, occupation or operation of the Leased Property, except for (i) debt service or any related costs and expenses in connection with any Indebtedness of Landlord, (ii) Landlord’s federal, state or local taxes, franchise taxes, capital, estate, succession, inheritance, value added, or similar tax or charge or substitute therefor, with respect to the Rent and other amounts received by Landlord under this Lease, or (iii) those obligations expressly stated not to be an obligation of Tenant pursuant to this Lease (collectively, “Landlord Charges”).

3.4.7 Penalties and Interest; Filing. Tenant shall pay or cause to be paid every fine, penalty, interest and cost which may be added for non payment or late payment of the items

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referenced in this Section 3.4. Tenant shall prepare and file at its expense, to the extent required or permitted by Applicable Laws, all tax returns and other reports in respect of any Additional Charge as may be required by Government Agencies.

3.5 Landlord Advances. Except as specifically provided otherwise in this Lease, if Tenant does not pay or discharge all Additional Charges when due, and provide proof of payment if requested by Landlord or, in the alternative, proof of Tenant’s contest of said Additional Charges and, in such case, a bond or other security as reasonably required by Landlord in its sole discretion to cover any lien filed against the Leased Property or other liability affecting the Leased Property related to the contest of the Additional Charges, Landlord shall have the right but not the obligation to pay such Additional Charges on behalf of Tenant. If Landlord shall make any such expenditure for which Tenant is responsible or liable under this Lease, or if Tenant shall become obligated to Landlord under this Lease for any other sum besides Minimum Rent or Additional Minimum Rent as hereinabove provided, the amount thereof shall be deemed to constitute an Additional Charge and shall be due and payable by Tenant to Landlord, together with interest at the Overdue Rate and all applicable sales or other taxes thereon, if any, simultaneously with the next succeeding monthly installment of Minimum Rent or at such other time as may be expressly provided in this Lease for the payment of the same.

3.6 Late Payment of Rent. If Tenant fails to make any payment of Rent on or before the fifth (5th) Business Day after the date such payment is due and payable, Tenant shall pay to Landlord an administrative late charge of five percent (5%) of the amount of such payment. In addition, such past due payment shall bear interest at the Overdue Rate from the date first due until paid. Such late charge and interest shall constitute an Additional Charge and shall be due and payable with the next installment of Rent due hereunder.

3.7 Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Lease shall be and constitute what is generally referred to in the real estate industry as a “triple net” or “absolute net” lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred during the Term with respect to, and associated with, the Leased Property and all personal property thereon and therein and the Business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property, the use, occupation or operation thereof, and the Business operated thereon and therein, other than Landlord’s financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord’s federal, state or local taxes, franchise taxes, capital, estate, succession, inheritance, value added, or similar tax or charge or substitute therefor with respect to the Rent and other amounts received by Landlord under this Lease. Except as expressly provided herein, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property, or the use, occupation or operation thereof. Except to the extent otherwise expressly provided in this Lease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant’s obligation to pay Rent throughout the Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be

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released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non compliance; (b) any damage to, removal, abandonment, salvage, loss, Condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any Lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Lease by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Lease, this Lease shall be non cancelable by Tenant for any reason whatsoever and, except as expressly provided in this Lease, Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Lease, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Lease, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

3.8 No Abatement of Rent. No abatement, diminution or reduction (a) of Rent, charges or other compensation, or (b) of Tenant’s other obligations hereunder shall be allowed to Tenant or any Person claiming under Tenant, under any circumstances or for any reason whatsoever and to the maximum extent permitted by Applicable Laws, Tenant hereby waives the application of any local or state statutes, land rules, regulations or ordinance providing to the contrary.

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ARTICLE 4

USE OF THE LEASED PROPERTY

4.1 Permitted Use.

4.1.1 Permitted Use. Tenant covenants and agrees that it shall, throughout the Term of this Lease, continuously use and occupy the Leased Property solely and exclusively as a Golf Course Facility in a manner consistent with Comparable Golf Course Facilities in the County in which the Leased Property is located, and for such other uses as may be necessary or incidental to such use and to the operation thereof, with appropriate amenities for the same and for no other purpose without interruption except for (a) Force Majeure Events, (b) closures reasonably required due to repairs or maintenance by third parties having a right to do so pursuant to any Permitted Encumbrance, or (c) other minimum necessary interruptions in respect to portions of the Leased Property for periods provided herein for repairs, renovations, replacements and rebuilding all of which shall be carried out pursuant to, and in accordance with the applicable provisions of this Lease (the foregoing being referred to as the “Permitted Use”). Without the prior written consent of Landlord, no Affiliate of Tenant may be a subtenant or concessionaire in the Leased Property, provided that, notwithstanding the foregoing, Tenant shall be entitled to enter into a sublease, concession agreement or other similar agreement with an Affiliate of Tenant for the purpose of procuring, holding and utilizing a license to serve alcoholic beverages on the Leased Property (the “Beverage Affiliate”). No use shall be made or permitted to be made of the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering the Leased Property or any part thereof (unless another adequate policy is available), nor shall Tenant sell or otherwise provide or permit to be kept, used or sold in or about the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost, comply with all Insurance Requirements. Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of the Leased Property or any part thereof for its Permitted Use, or causes the Leased Property to no longer be considered or generally recognized as a Comparable Golf Course Facility. In addition, Tenant shall not take or omit to take any action, the taking or omission of which will cause the Membership Documents in effect, if any, to terminate or which will entitle the members thereof to terminate their memberships, except as otherwise permitted thereunder.

4.1.2 Necessary Approvals. Tenant shall maintain and shall cause Beverage Affiliate to maintain, as applicable, in good standing all Permits and approvals necessary to use and operate, for its Permitted Use, the Leased Property and the Business operated thereon under Applicable Laws and shall provide to Landlord a copy of any documents or information pertaining to said Permits and approvals upon Landlord’s request. Landlord shall, at no cost or liability to Landlord, reasonably cooperate with Tenant in this regard, limited to executing all applications and consents reasonably required to be signed by Landlord in order for Tenant or Beverage Affiliate, as applicable, to obtain and maintain such approvals.

4.1.3 Lawful Use, Etc. Tenant shall not use or suffer or permit the use of the Leased Property or Tenant’s Personal Property, if any, for any unlawful purpose. Tenant shall not

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commit or suffer to be committed any waste on the Leased Property nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not suffer nor permit the Leased Property, or any portion thereof, to be used in such a manner as to (a) impair Landlord’s title thereto or to any portion thereof, (b) allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of the Leased Property or any portion thereof, or (c) result in a material, negative change in its quality or condition.

4.1.4 Compliance with Legal Requirements. Tenant shall at all times at its sole cost and expense, keep, maintain and operate the Leased Property in compliance with all Legal Requirements. Tenant agrees to provide Landlord with Notice of any and all notices, orders or other communications relating to Legal Requirements affecting the Leased Property which is or are enacted, passed, promulgated, made, issued or adopted, a copy of which is served upon or received by Tenant or Beverage Affiliate, or a copy of which is posted on or fastened or attached to the Leased Property, within five (5) Business Days after service, receipt, posting, fastening or attaching. At the same time, Tenant will inform Landlord as to the work or steps which Tenant proposes to do or take in order to comply therewith. Tenant shall manage the use of all pesticides, fertilizers and other Hazardous Substances stored at or used in connection with the Leased Property and Business in accordance with all Applicable Laws.

4.2 Environmental Matters. Except as permitted by Applicable Laws, Tenant shall at all times during the Term keep the Leased Property free of Hazardous Substances. Neither Tenant nor any of its employees, agents, invitees, licensees, contractors, guests, or subtenants (if permitted) shall use, generate, manufacture, refine, treat, process, produce, store, deposit, handle, transport, Release (as defined below), or dispose of Hazardous Substances in, on, at, under, from or about the Leased Property or the Environment thereof, in violation of any Applicable Laws. Tenant shall give Landlord prompt Notice of any claim received by Tenant from any person, entity, or Government Agencies that a Release or disposal of Hazardous Substances has occurred or otherwise been identified on the Leased Property or the Environment thereof, and shall strictly comply with and correct, at Tenant’s sole cost and expense, any and all violations of Applicable Laws to the written satisfaction of the Government Agencies and Landlord. Under this Section 4.2, the term “Release” shall mean shall mean any potential or actual presence in, on, at, under, from, or the spilling, leaking, migrating, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the Environment of any Hazardous Substance(s). Notwithstanding any provision herein to the contrary, Tenant shall have no liability for any Hazardous Substance existing at the Leased Property as of the date of the Original Lease in violation of any Applicable Laws, except to the extent any action or inaction of Tenant or any manager of Tenant, or of any employee, agent or representative of Tenant or any manager of Tenant, contributes to or compounds the effects of such Hazardous Substance.

Tenant shall not discharge or permit to be discharged into any septic facility or sanitary sewer system serving the Leased Property any Hazardous Substance(s), toxic or hazardous sewage or waste other than that which is permitted by Applicable Laws or which is normal domestic waste water for the type of business contemplated by this Lease to be conducted by Tenant on, in, at or from the Leased Property. Any Hazardous Substance(s) toxic or hazardous sewage or waste which is produced or generated in connection with the use or operation of the Leased Property shall be handled and disposed of as required by and in strict compliance with all

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Applicable Laws, or shall be pre-treated to the level of domestic wastewater, as specified by Applicable Laws, prior to discharge into any septic facility or sanitary sewer system serving the Leased Property.

Tenant acknowledges and understands that Landlord has or shall be conducting surveys of all Leased Property improvements for asbestos/asbestos containing materials (“ACM”) and suspect lead based paint (“LBP”) (collectively, “HUD Materials”), including preparation of an ACM survey and LBP survey prepared by a qualified properly licensed professional environmental engineering/consulting firm (“EP”) in accordance with any and all guidelines and/or regulations promulgated by the applicable Governmental Authorities associated with HUD Materials and all Applicable Laws. If Landlord determines, in its sole discretion, that HUD Materials are present based on the ACM survey and LBP survey, Tenant covenants and warrants to Landlord that (a) Tenant shall immediately (and in no event later than fifteen (15) Business Days from the date of Tenant’s receipt of the ACM and/or LBP survey reports) prepare and implement (including all required employee training), at Tenant’s sole cost and expense and using an EP pre-approved by and otherwise acceptable to Landlord in its sole discretion, an operations and maintenance plan (“O&M Plan”) to properly manage any and all the HUD Materials at the Leased Property in accordance with any and all guidelines promulgated by the applicable Governmental Authorities associated with HUD Materials and all Applicable Laws, and (b) if any development, construction, renovation or any other work to be conducted on the Leased Property (collectively, “Site Development”) may or actually disturbs, damages, or otherwise affects any HUD Materials on the Leased Property, Tenant shall adhere to the guidelines and/or regulations promulgated by the applicable Governmental Authorities and Applicable Laws in connection with Tenant’s timely, lawful and proper abatement, management and removal of the HUD Materials prior to any such Site Development. Any and all abatement, management and removal of HUD Materials from the Leased Property shall be undertaken at Tenant’s sole cost, charge and expense, which cost, charge and expense may be paid from the Capex Reserve pursuant to Article 5 hereof. Tenant shall also be liable for any cost, charge, expense or other damages which Landlord may incur as a result of the failure of Tenant to timely comply with its obligations, if any, under this provision. If Tenant fails to complete and/or fully implement the O&M Plan, then Landlord shall have the right, but not the obligation, to undertake, complete and/or implement the O&M Plan, or any portion thereof, and all costs and expenses incurred by Landlord in connection therewith shall be deemed and treated as Landlord’s Additional Investment and, accordingly, annual Minimum Rent for the applicable Lease Year shall be increased by an amount equal to such costs and expenses multiplied by the Landlord’s Additional Investment Rate. The O&M Plan obligation shall terminate when all HUD Materials have been properly abated at and disposed of from the Leased Property.

4.3 Continuous Operations. Except during the continuation of a Force Majeure Event, Tenant shall continuously operate the Leased Property in the manner herein required, shall maintain sufficient skilled staff and employees, either directly or through a qualified management company approved by Landlord, at Landlord’s sole and absolute discretion, and shall maintain adequate levels and quality of P&E, to operate the Leased Property as herein required at its sole cost and expense throughout the entire Term of this Lease. Tenant shall not enter into any management agreement with respect to the Leased Property or the Business unless such management agreement is approved in writing by Landlord in Landlord’s sole and absolute discretion, and contains provisions subordinating such management agreement, and any

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management fees due and payable thereunder, to this Lease and to the Rent, Additional Charges and any other fees due and payable under this Lease. Landlord hereby approves the ForeGolf Management Agreement and consents to the terms and conditions thereof, including Section 12.5 thereof, provided that (a) such approval shall not be deemed a waiver or release by Landlord of any of Tenant’s obligations pursuant to this Lease, whether due to any provisions in the ForeGolf Management Agreement conflicting with the terms of this Lease or otherwise, (b) without Landlord’s prior written consent, Tenant shall not amend or assign any of its interest under, or consent to the assignment of any of ForeGolf Manager’s interests under, the ForeGolf Management Agreement, and (c) without Landlord’s prior written consent, Tenant shall not engage a manager other than ForeGolf Manager with respect to the management of the Leased Property and/or the Business. Tenant shall at all times promptly enforce all of its rights under, and all terms, covenants and conditions set forth in, the ForeGolf Management Agreement.

4.4 Compliance With Restrictions, Etc. Tenant, at its sole cost and expense, shall comply with all restrictive covenants and other title exceptions affecting the Leased Property as of the date of this Lease and shall comply with and perform all of the obligations set forth in the same to the extent that the same are applicable to the Leased Property or to the extent that the same would, if not complied with or performed, impair or prevent the continued use, occupancy and operation of the Leased Property for the purposes set forth in this Lease. Further, in addition to Tenant’s payment obligations under this Lease, Tenant shall pay all sums charged, levied or assessed under any restrictive covenants, declaration, reciprocal easement agreement or other title exceptions, equipment leases, leases and all other agreements affecting the Leased Property whether as of the date of this Lease or hereafter, and promptly as the same become due and shall promptly furnish Landlord evidence of payment thereof, unless contested in good faith by Tenant and, in such case, Tenant shall provide to Landlord a bond or other security as reasonably required by Landlord in its sole discretion to cover any lien filed against the Leased Property or other liability affecting the Leased Property related to the contest of any sums charged, levied or assessed under any restrictive covenants, declaration, reciprocal easement agreement or other title exceptions, equipment leases, leases and all other agreements affecting the Leased Property.

4.5 Standard of Operation. Throughout the Term of this Lease, Tenant shall continuously operate the Leased Property and the Business (except during the continuation of a Force Majeure Event) in full compliance with the terms hereof in a manner consistent with the level of operation of Comparable Golf Course Facilities, including, without limitation, the following:

(a) to operate the Leased Property and the Business in a prudent manner and in compliance with Applicable Laws, Accessibility Laws, Legal Requirements and regulations relating thereto and procure and maintain all Permits and any other agreements necessary for the use and operation of the Business;

(b) to maintain sufficient P&E, Inventory and Tenant Personal Property, of types and quantities for the Business to enable Tenant adequately to operate the Business and, upon expiration or earlier termination of this Lease or upon an Event of Default, Tenant shall return, transfer and convey by bill of sale or other appropriate document all Inventory to Landlord;

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(c) to keep all Leased Improvements and P&E located on the Land or used or useful in connection with the Business in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needed and proper repairs, renewals, replacements, additions and improvements thereto to keep the same in good operating condition;

(d) to maintain sufficient Working Capital to operate the Leased Property as herein required;

(e) to operate and use the Leased Property to a standard consistent with Comparable Golf Course Facilities and to operate the Business with all required Permits for such operation, if any;

(f) to follow and conform to substantially similar insurance, risk management and management standards and practices employed at Comparable Golf Course Facilities;

(g) to recruit, train and employ appropriate personnel, or retain management services from an Affiliate or other qualified operator or service provider, provided (i) any such Affiliate shall be previously approved by Landlord in its reasonable discretion, (ii) any such other qualified operator or service provider shall be previously approved by Landlord in its sole and absolute discretion, and (iii) Tenant shall not enter into any agreement with an Affiliate or otherwise which purports to obligate Landlord or which survives the expiration or earlier termination of this Lease without the prior written approval of Landlord; and

(h) provide prompt written notice to Landlord of material or extraordinary developments, lawsuits, violation of any Legal Requirements and fines relating to the use and operation of the Leased Property or the Business.

Throughout the term of this Lease, Tenant shall continuously operate the Leased Property as herein required in the manner set forth above. Tenant shall endeavor and use its best efforts to maximize Total Facility Revenues for the Leased Property, the value of the Business and the long-term value of the Leased Property. Tenant shall further provide, or cause to be provided, substantially similar services, facilities and benefits generally available at Comparable Golf Course Facilities.

4.6 Standards, Not Control. Landlord and Tenant stipulate and agree that Tenant is obligated to undertake such actions as are reasonably necessary to properly achieve the highest standard of operation for the Business as set forth herein, and that although Landlord shall have the right to undertake all enforcement rights as provided herein in the event that the required standard of operation is not maintained by Tenant, the means, pricing, policies and methods used and actions taken to operate the Business are within the sole control and election of Tenant, and are not specified by or under the control of Landlord. Accordingly, Landlord shall have no responsibility for any action taken by Tenant in order to manage or operate the Business.

4.7 Survival. As to conditions and uses of Tenant existing or occurring prior to the expiration or sooner termination of this Lease, the provisions of this Article 4 shall survive the expiration or earlier termination of this Lease to the extent of any ongoing effects on Landlord or its successors with respect to the Leased Property.

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4.8 Certain Provisions Regarding ForeGolf Management Agreement.

4.8.1 Dispute Resolution. Landlord hereby acknowledges and agrees that (a) pursuant to Section 2.2 of the ForeGolf Management Agreement, Landlord may be required to resolve certain disputes between Tenant and ForeGolf Manager under the ForeGolf Management Agreement, (b) in the event that same shall be required of Landlord, Landlord shall have either (i) one (1) Business Day following Landlord’s receipt of Tenant’s or ForeGolf Manager’s request to resolve a dispute to resolve such dispute in favor of Tenant or ForeGolf Manager, or (ii) if Landlord did not receive a simultaneous copy of the applicable request submitted to Tenant, six (6) Business Days following the date of the request, and (c) in the event that Landlord fails to resolve such dispute in favor of Tenant or ForeGolf Manager within the applicable time frame set forth in the immediately preceding clause (b), the dispute shall be deemed resolved in favor of ForeGolf Manager.

4.8.2 Tenant’s Option to Terminate ForeGolf Management Agreement.

(a) Tenant hereby agrees that, without the prior written consent of Landlord, it shall not exercise its option to terminate the ForeGolf Management Agreement in whole or in part pursuant to the terms set forth in Section 12.3.2 or Section 12.3.3 of the Management Agreement, as applicable.

(b) In the event that Landlord elects to terminate this Lease pursuant to Article 21 hereof, provided no Event of Default by Tenant then exists hereunder or under the ForeGolf Management Agreement, Landlord hereby agrees it shall pay ForeGolf Manager (i) the Termination Fee applicable to the Leased Property, if and only to the extent the same shall be due Manager pursuant to the express terms of Section 12.3.2 of the ForeGolf Management Agreement, and (ii) the Rent, Build Out and FF&E Fee applicable to the Leased Property, if and only to the extent the same shall be due Manager pursuant to the express terms of Section 12.3.3 of the ForeGolf Management Agreement.

(c) In the event that Landlord elects to terminate this Lease pursuant to Article 21 hereof upon consummation of the sale or assignment of all of Landlord’s interests in the Leased Property or this Lease, as applicable (a “Sale/Lease Assignment Transaction”), to a bona fide third party purchaser/assignee (the “Subsequent Party”), Landlord hereby agrees that the purchase agreement or lease assignment, as applicable, between Landlord and Subsequent Party evidencing the Sale/Lease Assignment Transaction shall provide that either (at Landlord’s sole discretion) Subsequent Party agrees to (i) comply with the covenants, terms and provisions set forth in Section 12.3.4(i) of the ForeGolf Management Agreement, or (ii) purchase all Manager Receivables (as defined in Section 12.3.4 of the ForeGolf Management Agreement) applicable to the Leased Property from ForeGolf Manager in accordance with the terms set forth in Section 12.3.4(ii) of the ForeGolf Management Agreement; provided, however, it being expressly understood and agreed that Subsequent Party shall have no obligation to purchase any Manager Receivables applicable to the Leased Property aged

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over 180 days, provided that Subsequent Party agrees to deliver any such receivables actually collected by Subsequent Party to ForeGolf Manager within five (5) days of Subsequent Party’s receipt thereof.

4.8.3 Inspections and Audits. Landlord and Tenant acknowledge that, pursuant to Section 5.2.12 of the ForeGolf Management Agreement, Landlord and Tenant have the right to inspect the Leased Property at any time and to inspect and/or audit (or cause an independent audit of) the books and records of the Leased Property (as applicable, a “Managed Property Inspection” and a “Managed Property Audit”). Landlord hereby agrees that Landlord shall be solely responsible for the costs and expenses incurred by Landlord and ForeGolf Manager in connection with any Managed Property Inspection and/or any Managed Property Audit, as applicable, Landlord elects to conduct at the Leased Property.

4.8.4 Escrow In Connection With Tenant Termination of Management Agreement Upon Landlord Termination of Lease. In the event Tenant terminates the ForeGolf Management Agreement pursuant to Section 12.3.2 thereof as a result of Landlords’ termination of this Lease and the Affiliated Leases, Landlord agrees to deliver (and to cause the applicable Landlords under the applicable Affiliated Leases to deliver) to the Escrow Agent (as defined in the ForeGolf Management Agreement) a sum equal to the aggregate of the COI Escrow (as defined in the ForeGolf Management Agreement) required pursuant to Section 15.2 of the ForeGolf Management Agreement, in accordance with the terms set forth in such Section 15.2.

4.8.5 Operating Contracts – Expiration or Earlier Termination of ForeGolf Management Agreement. Upon the expiration or earlier termination of the ForeGolf Management Agreement, Landlord shall have the obligation, with respect to any Operating Contract (as defined in the ForeGolf Management Agreement) specifically approved by Landlord, to either assume (or cause the successor tenant or manager, as applicable, to assume) such Operating Contract or terminate such Operating Contract, in which case all expenses or fees for such termination shall be the responsibility of Landlord (or such successor tenant or manager, if applicable).

ARTICLE 5

MAINTENANCE AND REPAIRS

5.1 Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep the Leased Property in good order and repair, and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term and whether or not necessitated by wear, tear, obsolescence or defects, latent or otherwise, and shall use all reasonable precautions to prevent damage or injury. All repairs shall be made in a good, workmanlike manner, consistent with the industry standards for Comparable Golf Course Facilities, in accordance with all applicable federal, state and local statutes, ordinances, by laws, codes, rules and regulations relating to any such work. In addition, Tenant shall also, at its sole cost and expense, put, keep, replace and maintain Tenant’s Personal Property in good repair and in good, safe and substantial order, howsoever the necessity or desirability for repairs may occur, and whether or not

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necessitated by wear, tear, obsolescence or defects. Tenant may at any time and from time to time remove and dispose of any of Tenant’s Personal Property which has become obsolete or unfit for use or which is no longer useful in the operation of the Business; provided, however, that Tenant’s Personal Property so disposed of shall be promptly replaced with other Tenant’s Personal Property not necessarily of the same character, but of at least equal usefulness and quality as, and having a value at least equal to the value of, those disposed of, and in any event in accordance with and in compliance with the standards required by and the provisions of this Lease. Tenant shall further at all times maintain the grounds, landscaping and golf course in accordance with the standards of Comparable Golf Course Facilities.

5.2 Capex Reserve.

5.2.1 On or prior to the date hereof, Tenant shall establish an interest bearing reserve account (the “Capex Reserve”) in a bank designated by Tenant and approved by Landlord. All interest earned on the Capex Reserve shall be added to and shall remain a part of the Capex Reserve. Both Tenant and Landlord shall be signatories on the Capex Reserve, and any withdrawals, whether by check, wire or otherwise, shall require approval of both Tenant and Landlord. Upon the occurrence and continuation of any Default or an Event of Default hereunder, Tenant shall no longer be an authorized signatory on the Capex Reserve account and shall not be permitted to utilize funds from the Capex Reserve for any purpose whatsoever without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. Such account shall be established in Landlord’s (or Landlord’s Parent or Landlord’s designated Affiliate’s) name and shall not include or contemplate “overdraft protection” and Tenant shall not request or attempt to draw or draft any funds which are not actually on deposit in such Capex Reserve account. The purpose of the Capex Reserve is to cover the cost of the following, to the extent carried out in accordance with this Lease (collectively, “Capex Reserve Expenditures”):

(a) replacements (including P&E Replacements) and renewals to the P&E located at the Land or used in connection with the Business (other than Inventory); and

(b) replacements and renewals, whether routine, non routine or major, to the Leased Improvements (including, without limitation, the Golf Course Facilities), including, without limitation, those which are normally capitalized under GAAP such as replacements and renewals to the structure, the exterior facade, the mechanical, electrical, heating, ventilating, air conditioning, plumbing and vertical transportation elements of the Leased Improvements, which expenditures Tenant reasonably believes should be made for the Leased Property for the following Fiscal Year in order to maintain the Leased Property in a commercially reasonable condition consistent with the standard of operation for the Business required herein.

5.2.2 Commencing with the Effective Date and continuing throughout the Term, Tenant shall on the tenth (10^th) day following the end of each Accounting Period during the Term, transfer into the Capex Reserve an amount equal to the Applicable Reserve Percentage for such Accounting Period. At the time Tenant provides Landlord the Annual Operations Statement described in Section 3.3, Tenant shall also deliver to Landlord a statement setting forth the total amount of deposits made to and expenditures from the Capex Reserve for the preceding Fiscal Year.

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5.2.3 On or before October 31 of each Fiscal Year, Tenant shall prepare an estimate (the “Capex Reserve Estimate”) of Capex Reserve Expenditures anticipated during the ensuing Fiscal Year and shall submit such Capex Reserve Estimate to Landlord for its review. Such Capex Reserve Estimate shall reflect by line item the projected budget for Capex Reserve Expenditures for the Leased Property and assumptions on the basis of which such line items were prepared in narrative form if necessary, including separate budget items for all projected expenditures for replacements, substitutions and additions to Tenant’s Personal Property. Tenant shall provide to Landlord reasonable additional detail, information and assumptions used in the preparation of the Capex Reserve Estimate as requested by Landlord and shall also submit to Landlord with the Capex Reserve Estimate good faith longer range projections of planned Capex Reserve Expenditures for an additional three (3) Fiscal Years. Tenant shall review the Capex Reserve Estimate with Landlord, and subject to Landlord’s approval, Tenant shall implement such Capex Reserve Estimate for the successive Fiscal Year (during which it shall, if approved by Landlord, be referred to as the “Approved Capex Reserve Estimate”). In addition, Landlord shall have the right to disapprove any expenditures to be made pursuant to the Capex Reserve Estimate which are not in compliance with Applicable Laws. Further, Landlord’s approval of any expenditure pursuant to the Capex Reserve Estimate shall not be, or be deemed to be, an assumption by Landlord of any liability in connection with the expenditures made. Pending resolution of any dispute, the specific disputed item of the Capex Reserve Estimate shall be suspended and replaced for the Fiscal Year in question by an amount equal to the lesser of (a) that proposed by Tenant for such Fiscal Year or (b) such budget item for the Fiscal Year prior thereto. Tenant shall not make any expenditures from the Capex Reserve, nor shall Tenant deviate from the Approved Capex Reserve Estimate without the prior approval of Landlord, except in the case of Emergency where immediate action is necessary to prevent imminent danger to person or property (an “Emergency”). In such circumstances, Tenant shall use good faith efforts to obtain the approval of Landlord if practicable and if such efforts would not pose a risk to the condition of the Leased Property or harm to any person, and in any event provide notice to Landlord as promptly as possible of such expenditure, the amount of and the reason for the same. If, during any Fiscal Year, an event occurs that requires a material deviation from the Approved Capex Reserve Estimate previously approved by Landlord for such Fiscal Year, promptly following such event, Tenant shall revise the Approved Capex Reserve Estimate for the remainder of such Fiscal Year and shall submit same to Landlord for Landlord’s review and approval, which review and approval process shall be completed in accordance with the terms and provisions of this Section 5.2.3.

5.2.4 Tenant shall, consistent with the Approved Capex Reserve Estimate, from time to time make Capex Reserve Expenditures from the Capex Reserve as it reasonably deems necessary in accordance with Section 5.2.1 and Section 5.2.3. Tenant shall provide to Landlord, within thirty (30) days after the end of each Accounting Period, an itemized statement setting forth Capex Reserve Expenditures made to date during the Fiscal Year, including appropriate supporting documentation such as receipts, invoices or other relevant information required to support and account for such Capex Reserve Expenditures; provided, however, that any such supporting documentation shall not be greater than ninety (90) days old without the prior written approval of Landlord.

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5.2.5 In the event Capex Reserve Expenditures not set forth in the Approved Capex Reserve Estimate are required (a) as a result of Legal Requirements, a Force Majeure Event and/or are otherwise required for the continued safe and orderly operation of the Leased Property, (b) due to an emergency threatening the Leased Property, its guests, invitees or employees, or (c) because the continuation of a given condition will subject Tenant or Landlord to civil or criminal liability, then Tenant shall request Landlord’s approval in writing specifying the amount of and the reason for such expenditure, approval for which Landlord shall promptly grant or withhold, in its reasonable discretion. In the event that Landlord does not promptly respond, Tenant’s request shall be deemed to have been approved by Landlord, as submitted by Tenant.

5.2.6 All interest earned on the Capex Reserve shall be added to and become a part thereof, and all property purchased with funds from the Capex Reserve shall be and remain the property of Landlord and shall be treated as Leased Property pursuant to Section 2.1(e) hereof. All funds in the Capex Reserve shall be and remain the property of Landlord throughout the Term, and following expiration or earlier termination of this Lease and payment in full on all contracts entered into prior to such expiration or termination for work to be done or furniture, furnishings, fixtures and equipment to be supplied in accordance with this Section 5.2 out of the Capex Reserve, ownership of the Capex Reserve shall be vested in Landlord. It is understood and agreed that the Capex Reserve pursuant to this Lease shall be maintained and used solely in connection with the Leased Properties.

5.2.7 If Landlord wishes to grant a security interest in or create another encumbrance on its interest in the Capex Reserve in connection with a Facility Mortgage, including all or any part of the existing or future funds therein, or any general intangible in connection therewith, the instrument granting such security interest or creating such other encumbrance shall expressly provide that such security interest or encumbrance is prior in right to the rights of Tenant with respect to the Capex Reserve as set forth herein.

5.2.8 If, at any time, or from time to time, funds in the Capex Reserve shall be insufficient or are reasonably projected by Tenant to be insufficient for necessary and permitted Capex Reserve Expenditures, or funding is necessary for unforeseen expenditures which are otherwise necessary and permitted, including, without limitation, those set forth in Section 5.2.5 hereof (collectively, the “Unfunded Capex Reserve Expenditures”), Tenant shall give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the Unfunded Capex Reserve Expenditures and the estimated cost thereof, and Landlord, in Landlord’s sole discretion, shall fund the amount necessary to pay for such Unfunded Capex Reserve Expenditures and the amounts so funded shall constitute part of Landlord’s Additional Investment.

5.2.9 With respect to each Fiscal Year during the Term, up to One Third (1/3) of the Capex Reserve funds may be used by Tenant to cover the costs of lease/rental payments under golf cart and other equipment leases approved in writing by Landlord in its reasonable discretion (“Approved Golf Cart/Equipment Leases”); provided, however, that the foregoing right granted to Tenant shall be evaluated by Landlord on an annual basis and may be revoked in its entirety, or the percentage of Capex Reserve funds permitted for such use may be reduced, by Landlord in its reasonable discretion, based upon Landlord’s analysis of Capex Reserve Expenditures anticipated during the ensuing Fiscal Year as set forth in the Capex Reserve Estimate in accordance with Section 5.2.3 hereof.

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To the extent any provisions of this Article 5 shall conflict with any provisions regarding the “Capital Reserve Account” set forth in the ForeGolf Management Agreement, the parties hereto hereby acknowledge and agree that the express provisions set forth in the ForeGolf Management Agreement with respect to same shall control. The Capital Improvement and Replacement Budget (as defined in the ForeGolf Management Agreement) provided by ForeGolf Manager pursuant to Section 4.3 of the ForeGolf Management Agreement shall be deemed to satisfy Tenant’s obligations to provide the Capital Reserve Estimate pursuant to Section 5.2.3 hereof.

5.3 Landlord’s Funding.

5.3.1 Initial Improvement Project. Landlord hereby agrees to fund an Improvement Project (as defined in Section 5.3.2 below) in an amount not to exceed Four Hundred Thirty-One Thousand Nine Hundred Eleven and No/100 Dollars ($431,911.00) the “Initial Improvement Project Cap”) to fund the costs of the construction, renovation and/or refurbishment, as applicable, described on Schedule 5.3-1 attached hereto (the “Initial Improvement Project”), with such construction, renovation and/or refurbishment, as applicable, to be completed by Tenant in accordance with the Improvement Project procedures set forth on and Schedule 5.3-2 attached hereto; provided, however, it is expressly understood and agreed that all amounts funded by Landlord with respect to such Initial Improvement Project pursuant to this Section 5.3.1 and Schedule 5.3-1 attached hereto shall not be included in the calculation of annual Minimum Rent for the applicable Lease Year(s) in which such funds are expended by Landlord. In the event that, in Landlord’s sole and absolute discretion, Tenant has complied with all Improvement Project procedures set forth on and Schedule 5.3-2 attached hereto with respect to the Initial Improvement Project and the final amount of costs and expenses incurred by Tenant in connection therewith is less than the Initial Improvement Project Cap (such differential, the “Project Cost Reduction Amount”), upon the prior written consent of Landlord to be given or withheld in Landlord’s sole and absolute discretion, Tenant may apply some or all of the Project Cost Reduction Amount towards one (1) or more Initial Improvement Projects (as defined in the Affiliated Leases) to be funded by Affiliated Landlords and completed by Tenant pursuant to Section 5.3.1 of the Affiliated Leases. Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that the funding, construction, completion and approval process with respect to the Initial Improvement Projects shall be coordinated between Landlord and ForeGolf Manager.

5.3.2 Future Improvement Projects. If Landlord provides Landlord’s Additional Investment to fund the costs of a mutually agreed-upon construction, renovation and/or refurbishment project with respect to the Leased Property (an “Improvement Project”), Landlord and Tenant acknowledge and agree that (a) other than with respect to the Initial Improvement Project, all amounts funded by Landlord in connection with such Improvement Project shall be deemed and treated as Landlord’s Additional Investment and, accordingly, annual Minimum Rent for the applicable Lease Year shall be increased by an amount equal to such amounts funded by Landlord in connection with such Improvement Project multiplied by the Landlord’s Additional Investment Rate, (b) all amounts disbursed by Landlord in connection with such

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Improvement Project shall be used by Tenant solely in connection with the Permitted Renovations to the Leased Property approved in writing by Landlord in connection with such Improvement Project, (c) the terms, conditions, rights and obligations of Tenant and Landlord, as applicable, set forth in this Section 5.3, Section 6.3 hereof, Section 6.4 hereof, Section 6.5 hereof and Schedule 5.3-2 attached hereto shall be complied with in all respects by Tenant and Landlord, as applicable, with respect to such Improvement Project, and (d) all improvements and personal property acquired in connection with such Improvement Project shall be the property of Landlord and shall be part of the Leased Property hereunder. Landlord hereby covenants and agrees that prior to incurring any expenses that would constitute part of Landlord’s Additional Investment, Landlord shall provide Tenant with written notice of the proposed additional investment, which notice shall include the nature of the additional investment, the amount of the additional investment and supporting documentation related to same.

ARTICLE 6

IMPROVEMENTS, ETC.

6.1 Prohibition. Except for work funded by Capex Reserve Expenditures and Minor Alterations as hereinafter expressly provided in Section 6.2, no portion of the Leased Property shall be demolished, removed or altered by Tenant in any manner whatsoever without the prior written consent and approval of Landlord. Notwithstanding the foregoing, however, Tenant shall be entitled and obligated to undertake all alterations to the Leased Property required by any Legal Requirements and, in such event, Tenant shall comply with the provisions of Section 6.2 below.

6.2 Permitted Renovations other than Golf Course Renovations. The activities permitted pursuant to Section 6.2.1 and Section 6.2.2 below shall collectively constitute “Permitted Renovations”.

6.2.1 Minor Alterations. Landlord acknowledges that certain minor, alterations and renovations to the Leased Improvements may be undertaken by Tenant from time to time (“Minor Alterations”). Landlord hereby agrees that Tenant shall be entitled to perform such Minor Alterations on or about the Leased Improvements; provided, however, that the cost of the same shall not exceed Ten Thousand and No/100 Dollars ($10,000.00) per occurrence, and the same shall not weaken or impair the structural strength of any buildings or other structural improvements which constitute part of the Leased Improvements, or alter their exterior design or appearance, materially impair the use of any of the service facilities located in, or fundamentally affect the character or suitability of, the Leased Improvements for the Permitted Use specified in Section 4.1.1 above or materially lessen or impair their value. If Tenant elects to perform any Minor Alterations, the cost thereof shall be borne by Tenant unless the Minor Alteration constitutes an Approved Capex Reserve Estimate or an Unfunded Capex Reserve Expenditure which has been approved by Landlord pursuant to Section 5.2.8 hereof.

6.2.2 Additions, Expansions and Structural Alterations. All alterations, additions, expansions and renovations to the Leased Improvements which do not qualify as Minor Alterations shall constitute “Major Alterations”. Except as expressly permitted in Section 6.1 and Section 6.2.1 above, nothing in this Article 6 or elsewhere in this Lease shall be

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deemed to authorize Tenant to construct and erect any additions to or expansions of the Leased Improvements, or perform any Major Alterations; it being understood that Tenant may do so only with the prior written consent and approval of Landlord, which consent and approval may be withheld by Landlord in its sole and absolute discretion, and may be conditioned upon the payment by Tenant to Landlord of all reasonable costs incurred by Landlord in evaluating the same providing additional insurance and such other conditions as Landlord may impose. If Tenant elects to perform any Major Alterations, the cost thereof shall be borne by Tenant unless the Major Alteration constitutes an Approved Capex Reserve Estimate or an Unfunded Capex Reserve Expenditure which has been approved by Landlord pursuant to Section 5.2.8 hereof.

6.3 Renovations to Golf Course. Notwithstanding anything to the contrary contained herein, Tenant shall not be permitted to make any renovations or improvements to either golf course located on the Land, including the tees, fairways, bunkers, greens, practice areas, driving ranges, water hazards, or other landscaping features forming a part thereof, that materially change the character or current design thereof without the prior written consent of Landlord, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant shall be permitted to make any renovations or improvements to such golf courses that are either routine or remedial as long as they do not change the design or character of the golf course, including the tees, fairways, bunkers, greens, water hazards, or other landscaping features forming a part thereof, and the same shall be deemed to be a Minor Alteration pursuant to Section 6.2.1 hereof.

6.4 Conditions to Capex Reserve Expenditures, Permitted Renovations and Major Alterations. In connection with any Capex Reserve Expenditures, Permitted Renovations or Major Alterations of the Leased Property the following conditions shall be met, to wit:

(a) Before the commencement of any such work, plans and specifications therefor or a detailed itemization thereof prepared by a licensed architect approved by Landlord or other design professional appropriate under the circumstances approved by Landlord and Tenant shall be furnished to Landlord for its review and approval. Such approval shall not constitute Landlord’s agreement that the plans and specification are in compliance with Applicable Laws or an assumption by Landlord of any liability in connection with the renovation work contemplated thereby.

(b) Before the commencement of any such work Tenant shall, with Landlord’s cooperation, obtain all necessary or required approvals thereof by all Government Agencies having or claiming jurisdiction of or over the Leased Property, and with any public utility companies having an interest therein. In connection with any such work Tenant shall comply with all Legal Requirements and Applicable Laws, of all other Government Agencies having or claiming jurisdiction of or over the Leased Property and of all their respective departments, bureaus and offices, and with the requirements and regulations, if any, of such public utilities, of the insurance underwriting board or insurance inspection bureau having or claiming jurisdiction, or any other body exercising similar functions, and of all insurance companies then writing policies covering the Leased Property or any part thereof.

(c) Tenant represents and warrants to Landlord that all such work will be performed in a good and workmanlike manner and in accordance with the plans and specifications therefor approved by Landlord, the terms, provisions and conditions of this Lease and all governmental requirements.

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(d) Landlord shall have the right to inspect any such work, at Tenant’s expense, at all times during normal working hours using such inspector(s) as it may deem necessary so long as such inspections do not unreasonably interfere with Tenant’s work (but Landlord shall not thereby assume any responsibility for the proper performance of the work in accordance with the terms of this Lease, nor any liability arising from the improper performance thereof).

(e) All such work shall be performed free of any Liens on Landlord’s fee simple interest on or Tenant’s leasehold interest in the Leased Property.

(f) Upon substantial completion of any such work, Tenant shall procure any necessary or required certificate of occupancy, certificate of completion or other final approvals, if applicable, from the appropriate Government Agencies and provide copies of same to Landlord.

(g) Tenant shall, and hereby agrees to, indemnify, save, pay, insure and hold Landlord and its Affiliated Parties harmless from and against and reimburse Landlord for any and all loss, damage, cost, liability, fee and expense (including, without limitation, reasonable attorney’s fees based upon service rendered at hourly rates) incurred by or asserted against Landlord which is occasioned by or results, directly or indirectly, from any such work conducted upon the Leased Property; whether or not the same is caused by, or is the fault of Tenant or any agent, employee, manager, contractor, subcontractor, laborer, supplier, materialmen or any other third party; provided, however, Tenant shall not be obligated to indemnify Landlord from any loss as aforesaid caused by Landlord’s gross negligence or willful misconduct.

6.5 Salvage. Other than Tenant’s Personal Property, all materials which are scrapped or removed in connection with maintenance and repair performed pursuant to Article 5 and the making of Permitted Renovations pursuant to this Article 6 shall be disposed of by Tenant and the net proceeds thereof, if any, shall be deposited in the Capex Reserve.

6.6 Project Budget Overruns. Other than as specifically set forth herein, Landlord shall not be responsible for the cost of any Improvement Projects or Permitted Renovations contemplated or permitted hereby. Landlord shall have the right to review and approve a budget for any Improvement Projects or Permitted Renovations which Landlord agrees to fund. With respect to any Improvement Project (other than the Initial Improvement Project) or Permitted Renovation which Landlord agrees to fund, all such amounts shall be deemed and treated as Landlord’s Additional Investment and, accordingly, annual Minimum Rent for the applicable Lease Year shall be increased by an amount equal to such amounts funded by Landlord multiplied by the Landlord’s Additional Investment Rate. In the event Landlord agrees to fund any Improvement Project or Permitted Renovation, Landlord agrees that it will fund up to ten percent (10%) in excess of the original approved budget (as such original approved budget may have been adjusted pursuant to Landlord’s approval in its sole and absolute discretion), but shall have no responsibility to fund any costs which, in the aggregate, exceed one hundred and ten

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percent (110%) of the approved budgeted amount for such Improvement Project or Permitted Renovation. To the extent that Landlord agrees to fund such amounts in excess of one hundred and ten percent (110%) of the approved budgeted amount for any Improvement Project or Permitted Renovation, one hundred- fifty percent (150%) of such excess amounts funded by Landlord shall be deemed and treated as Landlord’s Additional Investment and, accordingly, annual Minimum Rent for the applicable Lease Year shall be increased by an amount equal to such excess amounts funded by Landlord multiplied by the Landlord’s Additional Investment Rate. Tenant acknowledges that any expenditure in excess of one hundred and ten percent (110%) of the approved budgeted amount for such Improvement Project or Permitted Renovation, and any other expenditure for Improvement Projects or Permitted Renovations, may be subject to Landlord obtaining the approval of such expenditure by the board of directors of the Parent of Landlord.

ARTICLE 7

LANDLORD’S INTEREST NOT SUBJECT TO LIENS

7.1 Liens, Generally. Tenant shall not, directly or indirectly, create or cause to be imposed, claimed or filed upon the Leased Property, or any of Tenant’s assets, properties or income or any portion thereof, related to the Leased Property or upon the interest of Landlord therein, any Lien of any nature whatsoever. If, because of any act or omission of Tenant, any such Lien shall be imposed, claimed or filed by any party whosoever or whatsoever, Tenant shall, at its sole cost and expense, cause the same to be promptly (and in no event later than thirty (30) days following receipt of notice of such Lien) fully paid and satisfied or otherwise promptly discharged of record (by bonding or otherwise) and Tenant shall indemnify, save, pay, insure and hold Landlord harmless from and against any and all costs, liabilities, suits, penalties, claims and demands whatsoever, and from and against any and all reasonable attorney’s fees, at both trial and all appellate levels, resulting or on account thereof and therefrom. In the event that Tenant shall fail to comply with the foregoing provisions of this Section 7.1, Landlord shall have the option, but not the obligation, of paying, satisfying or otherwise discharging (by bonding or otherwise) such Lien and Tenant agrees to reimburse Landlord, upon demand and as an Additional Charge, for all sums so paid and for all costs and expenses incurred by Landlord in connection therewith, together with interest thereon, until paid. Notwithstanding the foregoing, Tenant shall be entitled to enter into leases for new or replacement items of P&E (collectively, “P&E Leases”), provided that the aggregate rent payments for all such P&E Leases do not exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) per year.

7.2 Construction or Mechanics Liens. Landlord’s interest in the Leased Property shall not be subjected to Liens of any nature by reason of Tenant’s construction, alteration, renovation, repair, restoration, replacement or reconstruction of any improvements on or in the Leased Property, or by reason of any other act or omission of Tenant (or of any person claiming by, through or under Tenant) including, but not limited to, construction, mechanics’ and materialmen’s liens. All persons dealing with Tenant are hereby placed on notice that such persons shall not look to Landlord or to Landlord’s credit or assets (including Landlord’s interest in the Leased Property) for payment or satisfaction of any obligations incurred in connection with the construction, alteration, renovation, repair, restoration, replacement or reconstruction thereof by or on behalf of Tenant. Tenant has no power, right or authority to subject Landlord’s

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interest in the Leased Property to any construction, mechanic’s or materialmen’s lien or claim of lien. If a Lien, a claim of lien or an order for the payment of money shall be imposed against the Leased Property on account of work performed, or alleged to have been performed, for or on behalf of Tenant, Tenant shall, within thirty (30) days after written notice of the imposition of such Lien, claim or order, cause the Leased Property to be released therefrom by the payment of the obligation secured thereby or by furnishing a bond or by any other method prescribed or permitted by Applicable Laws. If a Lien is released, Tenant shall thereupon furnish Landlord with a written instrument of release which has been recorded or filed in the appropriate office of land records of the county in which the Leased Property is located, and otherwise sufficient to establish the release as a matter of record. Before commencing any work relating to alterations, additions, or improvements affecting the Leased Property (other than Minor Alterations), Tenant shall notify Landlord in writing of the expected date of commencement thereof. Landlord shall then have the right at any time and from time to time to post and maintain on the Land and Leased Improvements such notices as Landlord reasonably deems necessary to protect the Leased Property and Landlord from mechanics’ liens, materialmen’s liens, or any other Liens. In any event, Tenant shall pay when due all claims for labor or materials furnished to or for Tenant at or for use in the Land and Leased Improvements. Tenant shall not permit any mechanics’ or materialmen’s liens to be levied against the Leased Property for any labor or material furnished to Tenant or claimed to have been furnished to Tenant or to Tenant’s agents or contractors in connection with work of any character performed or claimed to have been performed on the Land or the Leased Improvements by or at the direction of Tenant, and shall immediately cause the release of any such Liens as provided hereinabove.

7.3 Contest of Liens. Tenant may, at its option, contest the validity of any Lien or claim of lien if Tenant shall have first posted an appropriate and sufficient bond in favor of the claimant or paid the appropriate sum into court, if permitted by and in strict compliance with Applicable Laws, and thereby obtained the release of the Leased Property from such Lien. If judgment is obtained by the claimant under any Lien, Tenant shall pay the same immediately after such judgment shall have become final and the time for appeal therefrom has expired without appeal having been taken. Tenant shall, at its sole cost and expense, using counsel reasonably approved by Landlord, diligently defend the interests of Tenant and Landlord in any and all such suits; provided, however, that Landlord may, nonetheless, at its election and expense, engage its own counsel and assert its own defenses, in which event Tenant shall cooperate with Landlord and make available to Landlord all information and data which Landlord deems necessary or desirable for such defense.

7.4 Notices of Commencement of Construction. If required by the laws of the State in which the Leased Property is located, prior to commencement by Tenant of any work on the Leased Property which shall have been previously permitted by Landlord as provided in this Lease, Tenant shall record or file a notice of the commencement of such work or similar notice required by Applicable Laws (the “Notice of Commencement”) in the land records of the county in which the Leased Property is located, identifying Tenant as the party for whom such work is being performed, stating such other matters as may be required by law and requiring the service of copies of all notices, Liens or claims of lien upon Landlord. Any such Notice of Commencement shall clearly reflect that the interest of Tenant in the Leased Property is that of a leasehold estate and shall also clearly reflect that the interest of Landlord as the fee simple owner of the Leased Property shall not be subject to construction, mechanics or materialmen’s liens on

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account of the work which is the subject of such Notice of Commencement. A copy of any such Notice of Commencement shall be furnished to and approved by Landlord and its attorneys prior to the recording or filing thereof, as aforesaid.

ARTICLE 8

TAXES AND ASSESSMENTS

8.1 Obligation to Pay Taxes and Assessments. Throughout the entire Term, Tenant shall bear, pay and discharge as Additional Charges and not later than the last day on which payment may be made without penalty or interest, any and all taxes, assessments, charges, levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees) and other impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen or unforeseen, and each and every installment thereof which shall or may during or with respect to the Term hereof accrue and/or be charged, laid, levied, assessed, or imposed upon, or arise in connection with, the use, occupancy, operation or possession of the Leased Property or any part thereof or the Business conducted thereon, including, without limitation, ad valorem real and personal property taxes, all taxes charged, laid, levied, assessed or imposed in lieu of or in addition to any of the foregoing by virtue of all present or future laws, ordinances, requirements, orders, directions, rules or regulations of Government Agencies, and all assessments and charges imposed pursuant to the Permitted Encumbrances or other documents of record affecting title to the Leased Property, whether or not such Additional Charges become due and payable during or after the Term. Tenant shall prepare and timely file all applicable returns required with respect to such taxes, assessments, impositions or charges, including, without limitation, all personal property tax returns required in connection with the Leased Property. In connection with Tenant’s preparation of such personal property tax returns, Landlord agrees to timely provide Tenant with a report listing all P&E owned by, acquired by and/or disposed of by Landlord during the applicable tax reporting period, together with all other information reasonably required by Tenant with respect to such P&E for purposes of the personal property tax return, which report shall be accompanied by an Officer’s Certificate of the Chief Financial Officer of Landlord (or of Landlord’s general partner, if applicable) certifying that such report is true, correct and complete in all material respects. Upon Landlord’s request, Tenant shall promptly furnish to Landlord satisfactory evidence of the payment of all such taxes, assessments, impositions or charges and copies of any such returns filed. Notwithstanding the foregoing, Tenant shall not be responsible for Landlord Charges or for Additional Charges due and payable after the expiration of the Term to the extent that the same relate and apply interests and benefits accruing to Landlord after the Term. Tenant shall have no right to approve any Facility Mortgage or other documents relating to indebtedness of Landlord and Tenant shall have no responsibility to pay any tax, charge or imposition levied with respect to any Facility Mortgage.

8.2 Tenant’s Right to Contest Taxes. Notwithstanding the foregoing, Tenant shall have the right, after prior written notice to Landlord, to contest at its own expense the amount and validity of any taxes affecting the Leased Property by appropriate proceedings under Applicable Laws conducted in good faith and with due diligence and to postpone or defer payment thereof, provided and so long as:

(a) Such proceedings shall operate to suspend the collection of such taxes with respect to the Leased Property;

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(b) Neither the Leased Property nor any part thereof would be in immediate danger of being forfeited or lost by reason of such proceedings, postponement or deferment; and

(c) Tenant shall have furnished Landlord with security for payment of the contested taxes which is satisfactory to Landlord, and, in the event that the preconditions set forth in (a) and (b) above are no longer met, Landlord shall have the right to draw upon such security to pay and discharge the taxes in question and any Liens against the Leased Property arising thereunder.

8.3 Tax and Insurance Escrow Account. In the event any of the Events of Default specified in Section 12.1 hereunder shall occur, or upon request of a Mortgagee, Landlord shall have the right, by written notice to Tenant effective as of the date of such notice, to require Tenant to pay or cause to be paid into a separate account (the “Tax and Insurance Account”) to be established by Tenant with a lending institution or other third party escrow agent designated by Landlord (which Tax and Insurance Account shall not be removed from such lending institution or other third party escrow agent without the express prior approval of Landlord), and which Landlord may draw upon, a reserve amount sufficient to discharge the obligations of Tenant under Section 8.1 and Article 9 hereof (other than worker’s compensation insurance premiums) with respect to real estate taxes and insurance premiums for the applicable Fiscal Year as and when they become due (such amounts, the “Tax and Insurance Escrow Amount”). During each month commencing with the first full calendar month following the receipt of said notice from Landlord, Tenant shall deposit into the Tax and Insurance Account one twelfth (1/12th) of the Tax and Insurance Escrow Amount so that as each installment of insurance premiums and real estate taxes becomes due and payable, there are sufficient funds in the Tax and Insurance Account to pay the same. If the amount of such insurance premiums and real estate taxes has not been definitively ascertained by Tenant at the time when any such monthly deposit is to be paid, Landlord shall require payment of the Tax and Insurance Escrow Amount based upon the amount of premiums and real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such premiums and real estate taxes are ascertained by Tenant. The Tax and Insurance Escrow Amount in the Tax and Insurance Account shall be and constitute additional security for the performance of Tenant’s obligations hereunder and shall be subject to Landlord’s security interest therein and shall, if there are sufficient funds in escrow, be used to pay taxes and insurance premiums when due. Landlord and Tenant shall execute such documentation as may be necessary to create and maintain Landlord’s security interest in the Tax and Insurance Account.

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ARTICLE 9

INSURANCE

9.1 General Insurance Requirements. Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of the Leased Property, keep the Leased Property and all property located therein or thereon, insured against the following risks in the following amounts:

(a) “All risk” property insurance (and to the extent applicable, Builder’s Risk Insurance) on the Leased Improvements, specifically including the Golf Course Facilities, all building structures, Landscape Improvements (“Landscape Improvements” shall mean all trees and shrubs, golf course tees, fairways and greens) and all items of business personal property, including but not limited to signs, awnings, canopies, gazebos, fences and retaining walls, and all P&E, including without limitation, insurance against loss or damage from the perils under “All Risk” (Special) form, including but not limited to the following: fire, windstorm (including hurricanes), sprinkler leakage, vandalism and malicious mischief, water damage, explosion of steam boilers, pressure vessels and other similar apparatus, and other hazards generally included under extended coverage, all in an amount equal to one hundred percent (100%) of the replacement value of the Leased Improvements (excluding excavation and foundation costs), business personal property and P&E, without a co insurance provision, and shall include an Agreed Value endorsement;

(b) Ordinance or Law Coverage with limits of not less than the full value of the Leased Improvements for Coverage A (Loss to the undamaged portion of the building), limits not less than $500,000.00 for Coverage B (Demolition Cost Coverage), and limits not less than $500,000.00 for Coverage C (Increased Cost of Construction Coverage);

(c) Business income insurance to be written on “Special Form” (and on “Earthquake” and “Flood” forms if such insurance for those risks is required) including “Extra Expense”, without a provision for co insurance, including an amount sufficient to pay at least twelve (12) months of Rent for the benefit of Landlord, as its interest may appear, and at least twelve (12) months of “Net Operating Income” less Rent for the benefit of Tenant, with an additional twelve (12) months extended period of indemnity and coverage for off-premises utility interruption;

(d) Occurrence form commercial general liability insurance, including bodily injury and property damage, personal injury, liquor liability (if applicable), fire legal liability, contractual liability and independent contractor’s hazard and completed operations coverage in an amount not less than $1,000,000.00 per occurrence and $2,000,000.00 general aggregate, and shall include a “per location aggregate” endorsement;

(e) Umbrella coverage form that “Pays on Behalf” and is follow form General Liability, Automobile Liability, Employers’ Liability and Liquor Liability (if applicable), with limits in a minimum amount of not less than $5,000,000.00 per occurrence/aggregate;

(f) Flood insurance (if the Leased Property is located in whole or in part within an area identified as a “special flood hazard area” under the National Flood Insurance Program) in an amount equal to the replacement value of the Leased Improvements or the maximum amount available through the National Flood Insurance Program; and any additional excess limits as determined by Landlord and/or Mortgagee;

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(g) Worker’s compensation coverage for all persons employed by Tenant on the Leased Property, if any, with statutory limits, and Employers’ Liability insurance in an amount of at least $1,000,000.00 per accident; $500,000.00 disease-policy limit; and $500,000.00 disease-per employee;

(h) Business auto liability insurance, including owned, non owned and hired vehicles for combined single limit of bodily injury and property damage of not less than $1,000,000.00 per occurrence;

(i) “Earthquake” insurance, if the Leased Property is currently, or at any time in the future, located within a major earthquake disaster area, in amount, and in such form and substance and with such limits consistent with current marketplace and reasonably satisfactory to Landlord and/or Mortgagee;

(j) Crime insurance covering employee theft in an amount not less than $500,000;

(k) Coverage for Employment Practices Liability including third party liability with limits in a minimum amount of not less than $1,000,000.00 per occurrence;

(l) Pollution liability insurance with a limit of not less than $1,000,000.00 per occurrence, providing coverage for operations usual to a golf course (i.e., herbicide/pesticide applicators coverage); and

(m) Such additional insurance or increased insurance limits as may be reasonably required, from time to time, by Landlord (including, without limitation, any mortgage, security agreement or other financing permitted hereunder and then affecting the Leased Property, as well as any declaration, ground lease or easement agreement affecting the Leased Property), or any Mortgagee, provided the same is customarily carried by a majority of Comparable Golf Course Facilities.

9.2 Waiver of Subrogation. Landlord and Tenant agree that with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, respectively, the party carrying such insurance and suffering said loss releases the other of and from any and all claims with respect to such loss, and they further agree that their respective insurance companies shall have no right of subrogation against the other on account thereof.

9.3 General Provisions. The property insurance deductible shall not exceed $50,000.00, unless such greater amount is agreeable to both Landlord and Tenant, or if a higher deductible for high hazard risks (i.e., wind or flood) is mandated by the insurance carrier. All insurance policies pursuant to this Article 9 shall be issued by insurance carriers having a general policy holder’s rating of no less than A/VII in A.M. Best’s latest rating guide, and shall contain clauses or endorsements to the effect that (a) Landlord shall not be liable for any insurance premiums thereon or subject to any assessments thereunder, and (b) the coverages provided thereby will be primary and any insurance carried by any additional insured shall be excess and

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non-contributory to the extent of the indemnification obligation pursuant to Section 9.4 below. All such policies described in Section 9.1 shall name Landlord, CNL Lifestyle Properties, Inc., a Maryland corporation, or its designated subsidiaries, affiliates or assigns, and any Mortgagee whose name and address has been provided to Tenant as additional insureds, Mortgagee’s loss payees, or mortgagees, as their interests may appear and to the extent of their indemnity. All loss adjustments shall be payable as provided in Article 10. Tenant shall deliver certificates of liability (Acord 25) and Evidence of Commercial Property Insurance (Acord 28) thereof to Landlord prior to their effective date (and, with respect to any renewal policy, no less than thirty (30) days prior to the expiration of the existing policy), which certificates shall state the nature and level of coverage reported thereby, as well as the amount of the applicable deductible. Upon Landlord’s request, duplicate original copies of all insurance policies to be obtained by Tenant shall be provided to Landlord by Tenant. All such policies shall provide Landlord (and any Mortgagee whose name and address has been provided to Tenant if required by the same) thirty (30) days prior written notice of any material change or cancellation of such policy.

In the event Tenant shall fail to effect such insurance as herein required, to pay the premiums therefor or to deliver such certificates to Landlord or any Mortgagee at the times required, Landlord shall have the right, but not the obligation, subject to the provisions of Section 12.4, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as an Additional Charge, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.

9.4 Indemnification of Landlord. Except as expressly provided herein, and subject to the provisions of Section 9.2 hereof, Tenant shall protect, indemnify, save, pay, insure and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of: (a) any accident, injury to or death of persons or loss of or damage to property of third parties occurring on or about the Leased Property or adjoining sidewalks or rights of way under Tenant’s control, (b) any liability related to the refund of deposits, securities violations, or other liabilities associated with any Membership Documents, and (c) any use, misuse, condition, management, maintenance or repair by Tenant or anyone claiming under Tenant of the Leased Property or Tenant’s Personal Property, or any litigation, proceeding or claim by Government Agencies relating to such use, misuse, condition, management, maintenance, or repair thereof to which Landlord is made a party; provided, however, that Tenant’s obligations hereunder shall not apply to any liability, obligation, claim, damage, penalty, cause of action, cost or expense arising from any gross negligence or willful misconduct of Landlord, its employees, agents, contractors or invitees. Any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity shall be defended by counsel selected by Tenant at no cost to Landlord. Notwithstanding the foregoing, indemnification with respect to Hazardous Substances is governed by Section 4.3. The obligations of Tenant under this Section 9.4 shall survive the expiration or any early termination of this Lease.

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ARTICLE 10

CASUALTY

10.1 Restoration and Repair. If during the Term the Leased Property shall be totally or partially destroyed and thereby rendered Unsuitable for Its Permitted Use, Tenant shall give Landlord prompt Notice thereof. Either Landlord or Tenant may, by the giving of Notice thereof to the other party within sixty (60) days after such casualty occurs, terminate this Lease, without affecting any of the Affiliated Leases, whereupon Landlord shall be entitled to retain the insurance proceeds payable on account of such damage (exclusive of any business interruption insurance which shall be payable to Landlord only to the extent of Rent due through the date of such termination) and Tenant shall pay to Landlord the amount of any deductible; provided, however, in the event that the exercise by any Person of any of its rights with respect to the Leased Property pursuant to any of the Permitted Encumbrances shall cause damage or destruction to the Leased Property, or which actions render the Leased Property Unsuitable for Its Permitted Use, Tenant shall not have the option to terminate this Lease and shall be obligated to promptly proceed with the complete restoration and repair of the Leased Property first using available proceeds from any insurance policy then in place naming Tenant as an insured party, plus the amount of any deductible thereunder. In the event that the total amount of such available insurance proceeds and any deductible to be paid by Tenant thereunder are insufficient to pay all necessary repair and restoration costs and expenses, Landlord and Tenant shall share equally any additional costs or expenses to repair and restore the same. Tenant further expressly acknowledges, understands and agrees that in the event that this Lease is terminated as aforesaid, Landlord may settle any insurance claims and Tenant shall, upon request of Landlord, cooperate in any such settlement. If during the Term, the Leased Property shall be destroyed or damaged in whole or in part by fire, windstorm or any other cause whatsoever, but the Leased Property either (i) is not rendered Unsuitable for Its Permitted Use or (ii) is rendered Unsuitable for Its Permitted Use but neither Landlord nor Tenant terminate this Lease in the manner provided above, then, Tenant shall give Landlord immediate Notice thereof and Tenant shall, subject to the provisions of Section 10.2 below, repair, reconstruct and replace the Leased Property, or the portion thereof so destroyed or damaged, at least to the extent of the value and character thereof existing immediately prior to such occurrence and in compliance with all Legal Requirements, including any alterations to the Leased Property required to be made by any Government Agencies due to any changes in code or building regulations (which Tenant acknowledges may increase the replacement value of the Leased Property which Tenant will then be required to insure, due to any changes in code or building regulations). All such restoration work shall be started as promptly as practicable and diligently completed at no out-of-pocket cost or expense to Landlord (using available insurance proceeds). Tenant shall, however, immediately take such action as is necessary to assure that the Leased Property (or any portion thereof), does not constitute a nuisance or otherwise present or constitute a health or safety hazard.

10.2 Escrow and Disbursement of Insurance Proceeds. If this Lease is not otherwise terminated pursuant to Section 10.1, then in the event of a casualty resulting in a loss to any of the Leased Property in an amount greater than One Hundred Thousand and No/100 Dollars ($100,000.00) (in the case of Leased Property constituting Landscape Improvements, as determined by the insurance carrier, and in the case of all other Leased Property, as determined by an architect or engineer selected by Landlord), the proceeds of all insurance policies

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maintained by Tenant shall be deposited in Landlord’s name in an escrow account at a bank or other financial institution designated by Landlord, and shall be used by Tenant for the repair, reconstruction or restoration of the Leased Property to its original condition or as otherwise mutually agreed-upon between Landlord and Tenant. Tenant shall, at the time of establishment of such escrow account and from time to time thereafter until said work shall have been completed and paid for, furnish Landlord with adequate evidence acceptable to Landlord that at all times the undisbursed portion of the escrowed insurance proceeds, together with any funds made available by Tenant, is sufficient to pay for the repair, reconstruction or restoration in its entirety. Landlord may, at its option, require, prior to advancement of said escrowed insurance proceeds (i) approval of plans and specifications by an architect or other design professional appropriate under the circumstances and approved by Landlord and Tenant (which approval shall not be unreasonably withheld or delayed), (ii) general contractors’ estimates, (iii) architect’s certificates, (iv) unconditional lien waivers of general contractors, if available, (v) evidence of approval by all Governmental Agencies and other regulatory bodies whose approval is required, and (vi) such other terms as a Mortgagee or lender of Landlord may reasonably require. In the case of Leased Property not constituting Landscape Improvements, the escrowed insurance proceeds shall be disbursed by Landlord, not more than bi-weekly, upon (y) certification of the architect or engineer selected by Tenant (with the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed) and having supervision of the work that such amounts are the amounts paid or payable for the repair, reconstruction or restoration, and (z) submittal by Tenant of a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). In the case of Leased Property constituting Landscape Improvements, the escrowed insurance proceeds shall be disbursed by Landlord, not more than bi-weekly, upon submittal by Tenant of a written requisition and substantiation therefor by either, in Landlord’s sole discretion, (y) Landlord, or (z) an arborist selected by Tenant (with the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed) and having supervision of the work that such amounts are the amounts paid or payable for the repair, reconstruction or restoration. Tenant shall obtain, and make available to Landlord, receipted bills and, upon completion of said work, full and final waivers of lien. Upon Tenant’s completion of the repair, replacement, reconstruction or restoration of the applicable Leased Property to its original condition, or as otherwise mutually agreed-upon between Landlord and Tenant, in accordance with the terms of Section 10.1 above and this Section 10.2, any and all funds remaining in the escrow account shall be promptly transferred by Landlord to the Capex Reserve account. In the event of a casualty resulting in a loss payment for the Leased Property in an amount equal to or less than One Hundred Thousand and No/100 Dollars ($100,000.00), (a) the proceeds shall be paid to Tenant and shall be applied by Tenant towards the repair, replacement, reconstruction or restoration of the applicable Leased Property to its original condition, or as otherwise mutually agreed-upon between Landlord and Tenant, in accordance with the terms of Section 10.1 above and this Section 10.2, and (b) in the event that the amount of such proceeds paid to Tenant shall exceed the amount of proceeds expended by Tenant for the repair, reconstruction and restoration of the applicable Leased Property, such excess amount shall be promptly transferred by Tenant to the Capex Reserve account. Any and all loss adjustments with respect to losses payable hereunder shall require the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. All salvage resulting from any risk covered by insurance shall belong to Tenant, provided any rights to the same have been waived by the insurer. In addition,

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notwithstanding anything in this Lease to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall pay for all repairs, reconstruction or alterations up to the full amount of such deductible (and provide evidence of such payment to Landlord by documentation reasonably acceptable to Landlord) before any insurance proceeds are used for repairs, reconstruction or alterations.

10.3 No Abatement of Rent. Unless terminated in accordance with the provisions of Section 10.1 above, this Lease shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all Additional Charges as and when required under this Lease shall remain unabated during the Term notwithstanding any casualty to the Leased Property (provided that Landlord shall credit against such payments any amounts paid to Landlord as a consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this Article 10 shall be considered an express agreement governing any event of casualty involving the Leased Property and, to the maximum extent permitted by Applicable Laws, Tenant hereby waives the application of any local or state statute, law, rule, regulation or ordinance in effect during the Term which provides for such abatement.

10.4 Business Interruption Insurance. All insurance proceeds payable by reason of business interruption insurance maintained for the benefit of Tenant shall be paid to Tenant; provided, however, no such payments shall diminish or reduce the insurance payments otherwise payable to or for the benefit of Landlord hereunder. Such business interruption proceeds shall be considered part of the Total Facility Revenues.

10.5 Restoration of Tenant’s Property. If Tenant restores the Leased Property as hereinabove provided, Tenant shall either (i) restore all alterations and improvements made by Tenant and Tenant’s Personal Property, or (ii) replace such alterations and improvements and Tenant’s Personal Property with improvements or items of the same or better quality and utility in the operation of the Leased Property.

10.6 Waiver. Tenant hereby waives to the maximum extent permitted by law, any statutory or common law rights of termination which may arise by reason of any damage or destruction of the Leased Property and agrees that its rights shall be limited to those set forth in Section 10.1.

ARTICLE 11

CONDEMNATION

11.1 Total Condemnation, Etc. If the whole of the Leased Property shall be taken or Condemned for any public or quasi public use or purpose, by right of eminent domain or by purchase in lieu thereof, or if a substantial portion of the Leased Property shall be so taken or condemned such that the portion or portions remaining is or are not sufficient and suitable for the continued operation thereof as required herein, so as to effectively render the Leased Property Unsuitable for Its Permitted Use, then this Lease and the Term hereby granted shall cease and terminate (without prejudice to Landlord’s and Tenant’s respective rights to an award under Section 11.3 below), without affecting any of the Affiliated Leases, as of the date on which the Condemnor takes possession and all Rent shall be paid by Tenant to Landlord up to that date or refunded by Landlord to Tenant if Rent has previously been paid by Tenant beyond that date.

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11.2 Partial Condemnation. If a portion of the Leased Property shall be subject to any Condemnation, and the portion or portions remaining can be adapted and used for the conduct of the Business in accordance with the terms of this Lease, such that the Leased Property is not effectively rendered Unsuitable for Its Permitted Use, then Tenant shall, utilizing, as reasonably necessary, Condemnation proceeds paid to Landlord from the Condemnor, promptly restore the remaining portion or portions thereof to a condition comparable to their condition at the time of such Condemnation, less the portion or portions lost by the taking, and this Lease shall continue in full force and effect with no reduction or abatement of Rent.

11.3 Disbursement of Award. The entire Condemnation award for the Leased Property or the portion or portions thereof so taken shall be apportioned between Landlord and Tenant as follows: (a) if this Lease terminates due to a Condemnation, Landlord shall be entitled to the entire award; provided, however, that any portion of the award expressly made for the taking of Tenant’s leasehold interest in the Leased Property, loss of business during the remainder of the Term, and the taking of Tenant’s Personal Property shall be the sole property of and payable to Tenant, and (b) if this Lease does not terminate due to such Condemnation, Tenant shall be entitled to the award to the extent required for restoration of the Leased Property, and Landlord shall be entitled to the balance of the award not applied to restoration. In any Condemnation proceedings, Landlord and Tenant shall each seek its own award in conformity herewith, at its own expense. If this Lease does not terminate due to a Condemnation, Tenant shall, with due diligence, restore the remaining portion or portions of the Leased Property in the manner hereinabove provided to the extent of condemnation proceeds made available to Tenant. In such event, the proceeds of the award to be applied to restoration shall be deposited with a bank or financial institution designated by Landlord as if such award were insurance proceeds, and the amount so deposited will thereafter be treated in the same manner as insurance proceeds are to be treated under Section 10.2 of this Lease until the restoration has been completed and Tenant has been reimbursed for all the costs and expenses thereof. If the award is insufficient to pay for the restoration, Landlord shall be responsible for the remaining cost and expense of such restoration. All proceeds in excess of those required for restoration shall be disbursed to Landlord upon completion of such restoration.

11.4 No Abatement of Rent. This Lease shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all other charges as and when required under this Lease shall remain unabated during the Term notwithstanding any Condemnation involving the Leased Property. The provisions of this Article 11 shall be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by Applicable Laws, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such abatement shall have any application in such case.

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ARTICLE 12

DEFAULTS AND REMEDIES

12.1 Tenant Events of Default. Each of the following events shall be an Event of Default hereunder by Tenant and shall constitute a breach of this Lease:

(a) If Tenant shall fail to pay, when due, any Rent due hereunder, and such failure shall continue for a period of five (5) Business Days after such amounts become due.

(b) If Tenant shall fail to (i) pay, when due, any Additional Charge due hereunder; or (ii) fully fund and maintain the Capex Reserve and fund all Capex Reserve Expenditures as required by Section 5.2, and such failure in each such event shall continue for a period of seven (7) days after receipt of written Notice from Landlord.

(c) If Tenant shall violate or fail to comply with or perform any other term, provision, covenant, agreement or condition to be performed or observed by Tenant under this Lease which is not otherwise identified in this Section 12.1, and such violation or failure shall continue for a period of sixty (60) days after written notice thereof from Landlord; provided, however, if such violation or failure is incapable of cure by Tenant within such sixty (60) days after Tenant’s diligent and continuous efforts to cure the same, Tenant shall have up to an additional period of sixty (60) days for a total of one hundred twenty (120) days to cure the same.

(d) If any assignment, transfer, or sublease of any of the Leased Property shall be made or deemed to be made that is in violation of the provisions of this Lease.

(e) If any lien or encumbrance of the Leased Property or if any assignment, transfer, sublease, lien or encumbrance of the P&E shall be made or deemed to be made that is in violation of the provisions of this Lease and such violation or failure shall continue for a period of sixty (60) days after written notice thereof from Landlord.

(f) If Tenant shall cease the actual and continuous operation of the Business contemplated by this Lease to be conducted by Tenant upon the Leased Property (and such cessation is not the result of casualty, condemnation or a major renovation and accompanying restoration or is not otherwise permitted by Landlord or is not the result of Applicable Laws or during an Emergency or other Force Majeure Event); or if Tenant shall vacate, desert or abandon the Leased Property; or if the Leased Property shall become empty and unoccupied; or if any of the Leased Property or Leased Improvements are used or are permitted to be used for any purpose, or for the conduct of any activity, other than the Permitted Use.

(g) If, at any time during the Term of this Lease, Tenant shall file in any court, pursuant to any statute of either the United States or of any State, a petition in bankruptcy or insolvency, or for reorganization or arrangement, or for the appointment of a receiver or trustee of all or any portion of Tenant’s property, including, without

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limitation, the leasehold interest in the Leased Property, or if Tenant shall make an assignment for the benefit of its creditors or petitions for or enters into an arrangement with its creditors.

(h) If, at any time during the Term of this Lease, there shall be filed against Tenant in any court pursuant to any statute of the United States or of any State, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a portion of Tenant’s property, including, without limitation, the leasehold interest in the Leased Property, and any such proceeding against Tenant shall not be dismissed within ninety (90) days following the commencement thereof.

(i) If Tenant’s leasehold interest in the Leased Property or any property therein (including without limitation any material portion of Tenant’s Personal Property) shall be seized under any levy, execution, attachment or other process of court where the same shall not be vacated or stayed on appeal or otherwise within sixty (60) days thereafter, or if Tenant’s leasehold interest in the Leased Property is sold by judicial sale and such sale is not vacated, set aside or stayed on appeal or otherwise within sixty (60) days thereafter.

(j) If any of the Permits material to the operation of the Business or the use of the Land for its Permitted Use are at any time suspended and the suspension is not stayed pending appeal within sixty (60) days of the date of the notice of the suspension of any Permits material to the operation of the Business or the use of the Land for its Permitted Use, or voluntarily terminated without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole opinion and discretion.

(k) If Tenant fails during the Term of this Lease to cure or abate any violation of Applicable Laws occurring during the Term that is claimed by any Governmental Agency of any law, order, ordinance, rule, regulation or Applicable Laws pertaining to the operation of the Business or the use of the Land for its Permitted Use, and within the later of (i) the time permitted by such authority for such cure or abatement, or (ii) thirty (30) days after written notice thereof from Landlord.

(l) If there shall be a default by Tenant under any Affiliated Lease and such default is not cured within any applicable cure period.

(m) If there shall be a default by PGMI under the Parent Guaranty and such default is not cured within any applicable cure period.

12.2 Landlord Remedies Upon Event of Default by Tenant. If any of the Events of Default hereinabove specified shall occur, Landlord, at any time thereafter, shall have and may exercise any of the following rights and remedies:

(a) Landlord may, pursuant to written notice thereof to Tenant, immediately terminate this Lease and, peaceably or pursuant to appropriate legal proceedings, reenter, retake and resume possession of the Leased Property for Landlord’s own account without liability for trespass (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and, for Tenant’s breach of and

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default under this Lease, recover immediately from Tenant any and all sums and damages due or in existence at the time of such termination, including, without limitation, (i) all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder prior to such termination, (ii) all costs and expenses of Landlord in connection with the recovery of possession of the Leased Property, including reasonable attorney’s fees and court costs, and (iii) all costs and expenses of Landlord in connection with any reletting or attempted reletting of the Leased Property or any part or parts thereof, including, without limitation, brokerage fees, advertising costs, reasonable attorney’s fees and the cost of any alterations or repairs or tenant improvements which may be reasonably required to so relet the Leased Property, or any part or parts thereof.

(b) Landlord may, pursuant to any prior notice required by law, and without terminating this Lease, peaceably or pursuant to appropriate legal proceedings, reenter, retake and resume possession of the Leased Property for the account of Tenant, make such alterations of and repairs and improvements to the Leased Property as may be reasonably necessary in order to relet the same or any part or parts thereof and, directly or through a qualified management or operating company which may include an Affiliate of Landlord, operate and manage the Leased Property, and relet or attempt to relet the Leased Property or any part or parts thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Lease), at such rents and upon such other terms and provisions as Landlord, in its sole discretion, may deem advisable. If Landlord takes possession and control of the Leased Property and operates the same, Tenant shall, for so long as Landlord is actively operating the Leased Property, have no obligation to operate the Leased Property but agrees that Landlord, any contract manager or operator, or any new tenant or sublessee may, to the extent permitted by Applicable Laws, operate the Business under Tenant’s Permits, including, unless prohibited by Applicable Laws, its liquor license, if any, until same are issued in the name of Landlord or the new manager/operator or tenant or sublessee, as applicable. In addition, Tenant will reasonably cooperate with Landlord in transferring, to the extent transferable, any of Tenant’s Permits which Landlord determines would be necessary or appropriate to continue to operate the Leased Property for its Permitted Use. If Landlord relets or attempts to relet the Leased Property, or obtains a contract manager or operator for the Leased Property, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease, or management or operating agreement, and whether or not a particular proposed manager or operator, or new tenant or sublessee, is acceptable to Landlord. Upon any such reletting, or the operation of the Leased Property by a contract manager or operator, all rents or incomes received by Landlord from such reletting or otherwise from the operation of the Leased Property shall be applied, (i) first, to the payment of all costs and expenses of recovering possession of the Leased Property, (ii) second, to the payment of any costs and expenses of such reletting and or operation, including brokerage fees, advertising costs, reasonable attorney’s fees, a reasonable management fee (if considered necessary by good business practices), and the cost of any alterations and repairs reasonably required for such reletting or operation of the Leased Property; (iii) third, to the payment of any indebtedness, other than Rent, due hereunder from Tenant to Landlord, (iv) fourth, to the payment of all Rent and other sums due and unpaid hereunder, and (v) fifth, the residue, if any, shall be held by Landlord and applied

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in payment of future Rent as the same may become due and payable hereunder. If the rents received from such reletting or net income from the operation of the Leased Property during any period shall be less than the Rents and Additional Charges required to be paid during that period by Tenant hereunder, Tenant shall promptly pay any such deficiency to Landlord and failing the prompt payment thereof by Tenant to Landlord, Landlord shall immediately be entitled to institute legal proceedings for the recovery and collection of the same. Such deficiency shall be calculated and paid at the time each payment of Minimum Rent, Additional Minimum Rent (if applicable) or any other sum shall otherwise become due under this Lease, or, at the option of Landlord, at the end of the Term of this Lease. Landlord shall, in addition, be immediately entitled to sue for and otherwise recover from Tenant any other damages occasioned by or resulting from any abandonment of the Leased Property or other breach of or default under this Lease other than a default in the payment of Rent. No such reentry, retaking or resumption of possession of the Leased Property by Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Lease unless a written notice of such intention shall be given to Tenant or unless the termination of this Lease be decreed by a court of competent jurisdiction. Notwithstanding any such re entry and reletting or attempted reletting of the Leased Property or any part or parts thereof for the account of Tenant without termination, Landlord may at any time thereafter, upon written notice to Tenant, elect to terminate this Lease or pursue any other remedy available to Landlord for Tenant’s previous breach of or default under this Lease.

(c) Landlord may, without reentering, retaking or resuming possession of the Leased Property sue for all Rent and all other sums, charges, payments, costs and expenses due from Tenant to Landlord hereunder (discounted to present value) either: (i) as they become due under this Lease, taking into account that Tenant’s right and option to pay the Rent hereunder on a monthly basis in any particular Fiscal Year is conditioned upon the absence of an Event of Default on Tenant’s part in the performance of its obligations under this Lease, or (ii) at Landlord’s option, accelerate the maturity and due date of the whole or any part of the Rent for the entire then remaining unexpired balance of the Term of this Lease, as well as all other sums, charges, payments, costs and expenses required to be paid by Tenant to Landlord hereunder, including, without limitation, damages for breach or default of Tenant’s obligations hereunder in existence at the time of such acceleration, such that all sums due and payable under this Lease shall, following such acceleration, be treated as being and, in fact, be due and payable in advance as of the date of such acceleration. Landlord may then proceed to recover and collect all such unpaid Rent and other sums so sued for from Tenant by distress, levy, execution or otherwise. Regardless of which of the foregoing alternative remedies is chosen by Landlord under this subparagraph (c), Landlord shall not be required, except as may be required by Applicable Laws, to relet the Leased Property nor exercise any other right granted to Landlord pursuant to this Lease, nor, except as may be required by Applicable Laws, shall Landlord be under any obligation to minimize or mitigate Landlord’s damages or Tenant’s loss as a result of Tenant’s breach of or default under this Lease. Notwithstanding the foregoing, following such time as Landlord may obtain possession of the Leased Property, Landlord or its successor Landlord at the time of any Lease termination, shall continue to make the Leased Property available for lease, on an “as is” basis, and shall turn over the net proceeds thereof to Tenant to the extent actually

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received by Landlord in respect of any time period for which Landlord shall have received the full amount of Rent payable with respect thereto (albeit perhaps on a basis reasonably discounted for the time value of money or present value basis).

(d) Landlord may, in addition to any other remedies provided herein, to the extent permitted by Applicable Laws, enter upon the Leased Property or any portion thereof and take possession of (i) any and all of Tenant’s Personal Property, if any, (ii) Tenant’s books and records necessary to operate the Leased Property including the Capex Reserve, and (iii) all the bank accounts concerning, or established for, the Leased Property, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and sell the same by public or private sale, after giving Tenant reasonable notice of the time and place of any public or private sale, at which sale Landlord or its assigns may purchase all or any portion of Tenant’s Personal Property, if any, unless otherwise prevented by Applicable Laws. Unless otherwise provided by Applicable Laws and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given at least ten (10) days before the date of sale. The proceeds from any such disposition, less all expenses incurred in connection with the taking of possession, holding and selling of such Property (including reasonable attorneys’ fees) shall be credited against Rent which is due hereunder.

(e) Tenant acknowledges that one of the rights and remedies available to Landlord under Applicable Laws is to apply to a court of competent jurisdiction for the appointment of a receiver to collect the rents, issues, profits and income of the Leased Property and to manage the operation of the Leased Property. Therefore, in addition to any other right or remedy of Landlord under this Lease, Landlord may petition any appropriate court for appointment of a receiver to manage the operation of the Leased Property (or any portion thereof), to collect and disburse all rents, issues, profits and income generated thereby. The receiver shall be entitled to a reasonable fee for his services as receiver. All such fees and other expenses of the receivership estate shall be payable as Additional Charges under this Lease. To the extent permitted by Applicable Laws, Tenant hereby irrevocably stipulates to the appointment of a receiver under such circumstances and for such purposes and agrees not to contest such appointment.

(f) In addition to the remedies hereinabove specified and enumerated, Landlord shall have and may exercise the right to invoke any other remedies allowed at law or in equity as if the remedies of reentry, unlawful detainer proceedings and other remedies were not herein provided. Accordingly, the mention in this Lease of any particular remedy shall not preclude Landlord from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding Landlord from having or exercising such lawful remedies as may be and become necessary in order to preserve Landlord’s right or the interest of Landlord in the Leased Property and in this Lease, even before the expiration of any notice periods provided for in this Lease, if under the particular circumstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of Landlord in this Lease and in the Leased Property. In addition, any provision of this Lease to the contrary notwithstanding, no provision of this Lease shall delay or otherwise limit Landlord’s right to seek injunctive relief or Tenant’s obligation to comply with any such injunctive relief.

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12.3 Application of Funds. Any payments received by Landlord under any of the provisions of this Lease during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenant’s current and past due obligations under this Lease in such order as Landlord may determine or as may be prescribed by the laws of the State.

12.4 Landlord’s Right to Cure Tenant’s Default. If an Event of Default shall occur and be continuing beyond any applicable cure period, Landlord may, but shall have no obligation to perform the same for the account and at the expense of Tenant. If, at any time and by reason of such default, Landlord is compelled to pay, or elects to pay, any sum of money or do any act which will require the payment of any sum of money, or is compelled to incur any expense in the enforcement of its rights hereunder or otherwise, such sum or sums, together with interest thereon at the Overdue Rate shall be deemed an Additional Charge hereunder and shall be repaid to Landlord by Tenant promptly when billed therefor, and Landlord shall have all the same rights and remedies in respect thereof as Landlord has in respect of the rents herein reserved.

12.5 Landlord’s Security Interest and Lien.

12.5.1 Landlord shall have, and Tenant hereby grants, a security interest (a) in Tenant’s Personal Property (specifically excluding any proprietary software or proprietary operating systems of Tenant) or the equity of Tenant therein located at the Leased Property, (b) Tenant’s books and records necessary to operate the Leased Property, and (c) all of the bank accounts concerning or established for the Leased Property, including the Capex Reserve. This security interest is granted for the purpose of securing the payment of Rent, Additional Charges, assessments, penalties and damages herein covenanted to be paid by Tenant. Upon an Event of Default hereunder or under any of the Affiliated Leases, Landlord shall have all remedies available under the Uniform Commercial Code enacted in the State in which the Leased Property is located, including, without limitation, the right to take possession of the above-mentioned property and dispose of it by sale in a commercially reasonable manner. Tenant hereby authorizes Landlord to file such financing statements as Landlord deems necessary and appropriate in such jurisdictions as Landlord deems necessary and appropriate for the purpose of serving notice to third parties of the security interest herein granted.

12.5.2 Landlord shall have at all times during the Term of this Lease, a valid lien for all Rent, Additional Charges and other sums of money becoming due hereunder from Tenant, upon all goods, accounts, wares, merchandise, Inventory, furniture, fixtures, equipment, vehicles and other personal property and effects of Tenant situated in or upon the Leased Property, including Tenant’s Personal Property (specifically excluding any proprietary software or proprietary operating systems of Tenant) and any interest of Tenant in P&E Replacements, and such property shall not be removed therefrom except in accordance with the terms of this Lease without the approval and consent of Landlord until all arrearages in Rent, Additional Charges or other sums of money then due to Landlord hereunder shall first have been paid and discharged in full. Alternatively, the lien hereby granted may be foreclosed in the manner and form provided by law for foreclosure of security interests or in any other manner and form provided by law.

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The statutory lien for Rent, if any, is not hereby waived and the express contractual lien herein granted is in addition thereto and supplementary thereto. Tenant agrees to execute and deliver to Landlord from time to time during the Term of this Lease such financing statements as Landlord deems necessary and appropriate in such jurisdictions as Landlord deems necessary and appropriate in order to perfect Landlord’s lien provided herein or granted or created by state law. Tenant further agrees that during an Event of Default, Tenant shall not make any distributions to its shareholders, partners, members or other owners and any such distributions shall be considered and deemed to be fraudulent and preferential and subordinate to Landlord’s claim for Rent and other sums hereunder.

12.6 Collateral Assignment. As additional security for Tenant’s performance of its obligations hereunder, Tenant hereby collaterally assigns to Landlord, to the extent assignable, all of Tenant’s right, title and interest in Permits, Operating Contracts, and other agreements and documents held by Tenant and necessary and used to operate the Leased Property for its Permitted Use. Such collateral assignment shall become an outright assignment and shall be effective upon the expiration or sooner termination of this Lease by Landlord as a result of an Event of Default by Tenant without the need to execute any additional instruments evidencing such assignment. Tenant agrees and acknowledges that any third party may rely upon a written statement by Landlord as to an Event of Default by Tenant and the termination of this Lease. Notwithstanding the foregoing, Tenant agrees to execute and deliver to Landlord, upon the termination of this Lease by Landlord as a result of an Event of Default by Tenant, such instruments evidencing the assignment contemplated hereby as may be required by Landlord in its sole and absolute discretion.

12.7 Landlord Default. In the event of a default by Landlord under any material obligation of Landlord hereunder, Landlord shall have thirty (30) days from Tenant’s written notice to Landlord specifying the nature of the default to cure such default. If the default is of such nature that it cannot reasonably be corrected within such thirty (30) day period, Landlord shall have such additional period as is reasonably necessary to sure such default, provided that Landlord diligently and continuously prosecutes the cure of such default. In the event that Landlord fails to cure any default, and is not otherwise pursuing a cure thereof, for which it has received notice, as specified herein, Tenant shall have the right to either: (i) cure such default and deduct the reasonable costs of such cure from Rent payable hereunder; or (ii) terminate this Lease upon sixty (60) days written notice to Landlord. Tenant’s failure to notify Landlord of any material default hereunder shall not act as a waiver of such default.

ARTICLE 13

HOLDING OVER

If Tenant or any other Person or party claiming by, through or under Tenant shall remain in possession of the Leased Property or any part thereof following the expiration of the Term or earlier termination of this Lease without an agreement in writing between Landlord and Tenant with respect thereto, such Person or party remaining in possession shall be deemed to be a tenant at sufferance, and during any such holdover, the Rent payable under this Lease by such tenant at sufferance shall be double the rate or rates in effect immediately prior to the expiration of the Term or earlier termination of this Lease. In no event, however, shall such holding over be deemed or construed to be or constitute a renewal or extension of this Lease.

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ARTICLE 14

LIABILITY OF LANDLORD; INDEMNIFICATION

14.1 Liability of Landlord. Landlord and its Affiliates shall not be liable to Tenant, its employees, agents, invitees, licensees, customers or clients for any damage, injury, loss, compensation or claim, including, but not limited to, claims for the interruption of or loss to the Business, based on, arising out of or resulting from any cause whatsoever (other than Landlord’s gross negligence or willful misconduct), including, but not limited to: (a) repairs to any portion of the Leased Property; (b) interruption in Tenant’s Business or Tenant’s use of the Leased Property; (c) any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or persons) of any equipment within the Leased Property, including without limitation, heating, cooling, electrical or plumbing equipment or apparatus; (d) the termination of this Lease by reason of the Condemnation or destruction of the Leased Property in accordance with the provisions of this Lease; (e) any fire, robbery, theft, mysterious disappearance or other casualty; (f) the actions of any other person or persons; (g) any leakage or seepage in or from any part or portion of the Leased Property, whether from water, rain or other precipitation that may leak into, or flow from, any part of the Leased Property, or from drains, pipes or plumbing fixtures in the Leased Improvements; (h) any condition relating to the Environment; and (i) the existence of any Hazardous Substance located at, on or in the Land. Any goods, property or personal effects stored or placed by Tenant or its employees in or about the Leased Property including Tenant’s Personal Property, shall be at the sole risk of Tenant.

14.2 Indemnification of Landlord. Tenant shall defend, indemnify, pay, save, insure and hold Landlord harmless from and against any and all liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees and court costs, incurred by Landlord, arising directly or indirectly from or out of: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Lease, on Tenant’s part to be performed including but not limited to the payment of any fee, cost or expense which Tenant is obligated to pay and discharge hereunder, (b) any accident, injury or damage which shall happen at, in or upon the Leased Property, however occurring; (c) any matter or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any person, including Tenant or a Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors, of the Leased Property, or any part thereof, or the operation of the business contemplated by this Lease to be conducted thereon, therein, or therefrom; (d) any failure of Tenant to comply with the Legal Requirements; (e) any contamination of the Leased Property, or the groundwaters thereof, during the Term hereof, whether by of Tenant or Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property arising on or after the date Tenant takes possession of the Leased Property, whether by Tenant or Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors; (g) reciprocal rights granted to Golf Club members in any club associated with the Leased Property; (h) any other act or omission of Tenant or Tenant Affiliate, its employees,

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agents, invitees, customers, licensees or contractors; or (i) subject to the provisions of Section 10.1 hereof, any exercise by any Person of any of its rights with respect to the Leased Property pursuant to the Permitted Encumbrances; provided, however, Tenant shall not be liable for or be obligated to indemnify Landlord from and against any damages resulting from Landlord’s gross negligence or willful misconduct.

THE INDEMNIFICATION OF LANDLORD HEREUNDER IS INTENDED TO AND SHALL EXPRESSLY INCLUDE INDEMNIFICATION AGAINST LANDLORD’S OWN NEGLIGENCE, UNLESS SPECIFICALLY PROVIDED OTHERWISE HEREIN. TENANT’S INDEMNITY OBLIGATIONS UNDER THIS ARTICLE 14 AND ELSEWHERE IN THIS LEASE ARISING PRIOR TO THE TERMINATION OR PERMITTED ASSIGNMENT OF THIS LEASE SHALL SURVIVE SUCH TERMINATION OR ASSIGNMENT.

14.3 Notice of Claim or Suit. Tenant shall promptly notify Landlord of any claim, action, proceeding or suit instituted or threatened against Tenant or Landlord concerning or affecting the Leased Property, the Business or Tenant of which Tenant receives notice or of which Tenant acquires knowledge (a “Claim”). In the event Landlord is made a party to any action for damages or other relief against which Tenant has indemnified Landlord, as aforesaid, Tenant shall at its own expense using counsel reasonably approved by Landlord, diligently defend Landlord, pay all costs in such litigation or, at Landlord’s option, and expense, Landlord may nonetheless engage its own counsel in connection with its own defense or settlement of said litigation in which event Tenant shall cooperate with Landlord and make available to Landlord all information and data which Landlord deems necessary or desirable for such defense. In the event Landlord is required to secure its own counsel due to a conflict in the interests of Tenant and Landlord in any action for damages or other relief against which Tenant has indemnified Landlord, Tenant shall pay all of Landlord’s costs in such litigation. Tenant is required to approve a settlement agreement for any such claim or suit as requested by Landlord and which is consistent with applicable insurance company requirements, unless Tenant posts a bond or other security acceptable to Landlord for any potentially uninsured liability amounts. Notwithstanding any provision herein to the contrary, on or before the end of each Fiscal Quarter, Tenant shall provide Landlord with a status report with respect to all Claims, which status report shall include a summary as to the status of each Claim.

14.4 Limitation on Liability of Landlord. In the event Tenant is awarded a money judgment against Landlord, Tenant’s sole recourse for satisfaction of such judgment shall be limited to execution against Landlord’s interest in the Leased Property. In no event shall any partner, member, officer, director, stockholder or shareholder of Landlord or any partner thereof or Affiliate or Subsidiary thereof, be personally liable for the obligations of Landlord hereunder.

ARTICLE 15

REIT AND UBTI REQUIREMENTS

Tenant understands that, in order for Landlord to qualify as a real estate investment trust (a “REIT”) under the Code, the following requirements must be satisfied. The parties intend that

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amounts to be paid by Tenant hereunder and received or accrued, directly or indirectly, by Landlord with respect to the Leased Property (including any rents attributable to personal property that is leased with respect thereto) will qualify as “rents from real property” (within the meaning of Code Section 856(d) and Section 512(b)(3)), and that neither party will take, or permit to take, any action that would cause any amount received by Landlord under this Lease to fail to qualify as such under the Code. Consistent with this intent, the parties agree that:

15.1 Limitations on Rents Attributable to Personal Property. “Rents attributable to any personal property” leased to Tenant cannot exceed fifteen percent (15%) of the total rent received or accrued by Landlord under this Lease for the Fiscal Year of Landlord. In addition, Landlord’s customary practice is to limit “rents attributable to any personal property” to twelve and one-half percent (12.5%) of the total rent received or accrued by Landlord pursuant to any lease agreement. Consistent therewith, the average of the fair market values of the personal property (within the meaning set forth in Section 1.512(b) 1(c)(3)(ii) of the applicable Treasury Regulations) that is leased to Tenant with respect to the Leased Property at the beginning and end of a Fiscal Year cannot exceed twelve and one-half percent (12.5%) of the average of the aggregate fair market values of the real and personal property comprising such Leased Property that is leased to Tenant under such lease at the beginning and end of such Fiscal Year (the “REIT Personal Property Limitation”). If Landlord reasonably anticipates that the REIT Personal Property Limitation will be exceeded with respect to the Leased Property for any Fiscal Year, Landlord may, at Landlord’s sole option and absolute discretion restructure the ownership of Landlord and/or Landlord’s ownership of the personal property, and lease, or cause an Affiliate to lease, to Tenant, pursuant to a separate lease agreement, such personal property, and Tenant agrees that it shall cooperate with Landlord in good faith in connection with such restructuring and shall execute any separate or amended lease agreements, provided the same do not materially affect Tenant’s rights and obligations under this Lease; provided, however, in the event that Landlord elects to consummate any of the foregoing options, Landlord shall be solely responsible for all reasonable costs and expenses incurred by Tenant in connection with same.

15.2 Basis for Sublease Rent Restricted. Tenant cannot sublet the property that is leased to it by Landlord, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (a) the net income or profits derived by the business activities of the sublessee or (b) any other formula such that any portion of the rent paid by Tenant to Landlord would fail to qualify as “rent from real property” within the meaning of Section 856(d) and Section 512(b)(3) of the Code and regulations promulgated thereunder.

15.3 Landlord Affiliate Subleases Restricted. Anything to the contrary in this Lease notwithstanding, Tenant shall not sublease the Leased Property to, or enter into any similar arrangement with, any person in which Landlord owns, directly or indirectly, a ten percent (10%) or more interest, with the meaning of Section 856(d)(2)(B) of the Code, and any such action shall be deemed void ab initio. Anything to the contrary in this Lease notwithstanding, Tenant shall not sublease the Leased Property to, or enter into any similar arrangement with, any Person that Landlord would be deemed to control within the meaning of Section 512 (b)(13) of the Code.

15.4 Landlord Interests in Tenant Restricted. Anything to the contrary in this Lease notwithstanding, neither party shall take, or permit to take, any action that would cause Landlord

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to own, directly or indirectly, a ten percent (10%) or greater interest in Tenant within the meaning of Section 856(d)(2)(B) of the Code, and any similar or successor provision thereto, and any such action shall be deemed void ab initio. In addition, anything to the contrary in this Lease notwithstanding, Tenant shall not take or permit to take, any action that would cause Landlord to own, directly or indirectly, such interest in Tenant such that amounts received from Tenant would represent amounts received from a controlled entity within the meaning of Section 512(b)(13) of the Code.

15.5 Landlord Services. Any services provided by, or on behalf of, Landlord will not prevent any amounts received or accrued from qualifying as “rents from real property” (within the meaning of Section 856(d)(2) or Section 512(b)(3) of the Code).

15.6 Certain Subtenants Prohibited. Anything to the contrary in this Lease notwithstanding, Tenant shall not sublease the Leased Property to, or enter into any similar arrangement with, any Person that would be described in Section 514(c)(9)(B)(iii) or (iv) of the Code.

15.7 Future Amendment. Tenant hereby agrees to amend this Article 15 from time to time as Landlord deems necessary or desirable in order to effectuate the intent hereof, so long as any such amendment does not alter the economic terms and value of this Lease.

ARTICLE 16

SUBLETTING AND ASSIGNMENT

16.1 Transfers Prohibited Without Consent. Except for the rights of the ForeGolf Manager to use, operate and manage the Leased Property under the ForeGolf Management Agreement, Tenant shall not, without the prior written consent of Landlord in each instance, which consent may be withheld in Landlord’s sole opinion and discretion, sell, assign, sublease, license, concession or otherwise transfer this Lease, or Tenant’s interest in the Leased Property together with all interests of Tenant in all property of any nature located and used at the Leased Property (including, without limitation, Tenant’s Personal Property, but excluding sales in the ordinary course of business), in whole or in part, or any rights or interest which Tenant may have under this Lease, or sublet, license or concession any part of the Leased Property, or grant or permit any Lien or encumbrance on or security interest in Tenant’s interest in this Lease. Notwithstanding the foregoing, and subject to the provisions of Section 16.2 hereof, in the event that Tenant elects to sell, assign or otherwise transfer this Lease, or Tenant’s interest in this Lease or the Leased Property, in whole but not in part, to an Affiliate of Tenant (a “Tenant-Affiliated Assignee”), then Landlord shall not unreasonably withhold its consent to such sale, assignment or transfer provided (i) Tenant gives Landlord prior written notice of such sale or assignment, (ii) Tenant shall remain liable under this Lease for the remaining Term, unless such Tenant-Affiliated Assignee shall have a financial net worth equivalent to or greater than the financial net worth of Tenant as of January 1, 2009 and an equivalent number of years and quality of experience in operating Golf Course Facilities, in which event, Tenant shall be released from any further liability hereunder upon such purchase or assignment, (iii) such Tenant-Affiliated Assignee shall continue to operate the Leased Property as required herein consistent with Comparable Golf Course Facilities being operated by Tenant and/or its Affiliates, and (iv) Tenant sells, assigns or

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otherwise transfers all of the Affiliated Leases, or all of its interests in the Leased Property under (and as defined in) the Affiliated Leases, in whole but not in part, in connection with the sale, assignment or transfer of this Lease, to such Tenant-Affiliated Assignee. Any sale, assignment or transfer of this Lease without the prior written consent of Landlord shall be voidable at Landlord’s option.

16.2 Indirect Transfer Prohibited Without Consent. Schedule 16.2 attached hereto sets forth the current ownership and Control of Tenant. Any (in each such case, a “Transfer of Tenant”) (i) sale, assignment, pledge, transfer, exchange or other disposition of the stock, partnership interests, membership interests, or other equitable interests in Tenant or any Person Controlling Tenant, which results in a change or transfer of Control or a change or transfer of management of Tenant, (ii) merger, consolidation or other combination of Tenant with another entity which results in a change or transfer of Control or a change or transfer of management of Tenant, or (iii) a recapitalization of Tenant, shall be deemed an assignment hereunder and shall be subject to Section 16.1 hereof. For purposes hereof, exchange or transfer of management or Control or effective Control shall mean a transfer of fifty percent (50%) or more of the economic benefit of, or Control of, any such entity. Tenant shall provide Landlord Notice of any change in the ownership and/or Control of Tenant that does not constitute a Transfer of Tenant no later than five (5) Business Days following the effectuation of any such change.

16.3 Adequate Assurances. Without limiting any of the foregoing provisions of this Article, if, pursuant to the U.S. Bankruptcy Code, as the same may be amended from time to time, Tenant is permitted to assign or otherwise transfer its rights and obligations under this Lease in disregard of the restrictions contained in this Article, the assignee shall be deemed to agree to provide adequate assurance to Landlord (a) that any Additional Minimum Rent shall not decline substantially after the date of such assignment, (b) of the continued use of the Leased Property solely in accordance with the Permitted Use thereof, (c) of the continuous operation of the business in the Leased Property in strict accordance with the requirements of Article 4 hereof, and (d) of such other matters as Landlord may reasonably require at the time of such assumption or assignment. Without limiting the generality of the foregoing, adequate assurance shall include the requirement that any such assignee shall have a net worth (exclusive of good will) of not less than the aggregate of the Rent due and payable for the previous Fiscal Year. Such assignee shall expressly assume this Lease by an agreement in recordable form, an original counterpart of which shall be delivered to Landlord prior to an assignment of this Lease. Any approval of such successor Tenant shall not affect or alter Landlord’s approval rights of each manager of the Leased Property or successor Tenants.

16.4 Landlord Transfers. Landlord may, in its sole and absolute discretion, sell, assign, convey or otherwise transfer its interest in this Lease or the Leased Property, or any portion thereof, or any interest therein, directly or indirectly, to any Person, without the consent of Tenant. Tenant shall attorn to any such transferee and continue to be bound by this Lease in the event of any such transfer; provided, however, that Tenant shall continue to pay Rent and other Additional Charges to Landlord and performance all other obligations under this Lease in favor of Landlord until Tenant receives written notice of any such assignment of this Lease by Landlord and a copy of such transferee’s assumption of all obligations of Landlord under the terms of this Lease.

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ARTICLE 17

ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS

17.1 Estoppel Certificates. Provided that the information set forth therein is then true and correct, Tenant shall from time to time, within fifteen (15) days after request by Landlord and without charge, give a Tenant Estoppel Certificate in the form (or substantially the form) attached hereto as Exhibit F and containing such other matters as may be reasonably requested by Landlord to any person, firm or corporation specified by Landlord.

17.2 Periodic Financial Statements. Throughout the Term of this Lease, Tenant shall prepare and deliver to Landlord (a) within ten (10) calendar days after the end of each month during the Term hereof, a statement of Total Facility Revenues and a statement of Aggregate Total Facility Revenues for the immediately preceding month and for the Fiscal Year to date; (b) within twenty (20) calendar days after the end of each month during the Term, (i) consolidated financial statements of PGMI, including an income (or profit and loss) statement and operating balance sheet showing the consolidated results of the operation of PGMI for the immediately preceding month, for the Fiscal Quarter and for the Fiscal Year to date, and (ii) a completed Golf Club membership report substantially in the form of, and setting forth the information required by, Schedule 17.2 attached hereto with respect to such Golf Club memberships as of the end of the immediately preceding month; and (c) within fifteen (15) calendar days after the end of each month during the Term hereof, an income (or profit and loss) statement and operating balance sheet showing the results of the operation of the Leased Property for the immediately preceding month, for the Fiscal Quarter and for the Fiscal Year to date, an accounts receivable member’s aging report and a manager’s summary report covering trading results and significant operating issues. Tenant shall deliver the statement of Total Facility Revenues and the statement of Aggregate Total Facility Revenues required under within the designated time periods in the form customarily provided in the industry and approved in advance by Landlord. The aforesaid financial statements shall be accompanied by an Officer’s Certificate which, for purposes hereof shall mean a Certificate of the Chief Financial Officer of Tenant (or of Tenant’s general partner or managing member, if applicable) in which such Officer shall certify (i) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of Tenant at and as of the dates thereof and the results of its operations for the period covered thereby, and (ii) that no Event of Default has occurred or is continuing hereunder.

17.3 Annual Financial Statements. Tenant shall deliver to Landlord within seventy-five (75) days after the end of each Fiscal Year, a profit and loss statement, balance sheet and statement of cash flow certified by an independent certified public accountant who is actively engaged in the practice of his profession and who is acceptable to Landlord, or, as provided for below, by the Chief Financial Officer of Tenant (which statement shall also be certified by an officer, partner or member in Tenant) showing results from the operation of the Leased Property during such Fiscal Year, including without limitation, an accounting if the calculation of Additional Minimum Rent (if applicable) and amounts paid into the Capex Reserve, and reasons for material variations from the approved budget for such year. Tenant shall also deliver to Landlord at any time and from time to time, upon not less than twenty (20) days notice from Landlord, any financial statements or other financial reporting information required to be filed by

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Landlord with the SEC or any other governmental authority or required pursuant to any order issued by any Government Agencies or arbitrator in any litigation to which Landlord is a party for purposes of compliance therewith. The financial statements required herein are in addition to the statements required under Section 3.2.2 hereof. Notwithstanding the foregoing, in the event that Tenant’s financial records are not otherwise being reviewed or audited by an independent certified public accountant then Landlord will accept financial statements certified true and correct by the Chief Financial Officer of Tenant (or of Tenant’s general partner or managing member, if applicable). In connection with Landlord’s responsibility to maintain effective internal controls over financial reporting and the requirements for complying with the Sarbanes-Oxley Act of 2002, Tenant hereby agrees to provide reasonable access to the Leased Property, including the Leased Property’s books and records, and reasonable assistance necessary to Landlord that will allow Landlord to conduct activities necessary to satisfy such responsibilities, including, but not limited to, the activities stipulated by the Public Company Accounting Oversight Board in its release 2004-1, or other similarly promulgated guidance by other regulatory agencies. Landlord agrees to provide Tenant with appropriate notice regarding the conduct of activities anticipated in this provision. Tenant agrees to provide, at Landlord’s request, evidence of Tenant’s documented policies, if any, regarding “whistle-blower” procedures and regarding the reporting of fraud or misstatements involving financial reporting.

17.4 Records. Tenant shall keep and maintain at all times in accordance with GAAP (separate and apart from its other books, records and accounts) complete and accurate up to date books and records adequate to reflect clearly and correctly the results of operations of the Leased Property, on an accrual basis, including but not limited to, each calculation of Additional Minimum Rent. Such books and records shall be kept and maintained at the Leased Property or Tenant’s principal office at c/o Evergreen Alliance Golf Limited, L.P., 4851 LBJ Freeway, Suite 600, Dallas, Texas 75244. Landlord or its representatives shall have, at all reasonable times during normal business hours, reasonable access, on reasonable advance notice, to examine and copy the books and records pertaining to the Leased Property. Such books and records shall be available for at least four (4) years after the applicable quarterly calculation of Additional Minimum Rent for Landlord’s inspection, copying, review and audit at Landlord’s expense during reasonable business hours and upon reasonable Notice for the purpose of verifying the accuracy of Tenant’s calculation of Additional Minimum Rent.

17.5 General Operations Budget. In addition to the Capex Reserve Estimate, Tenant shall furnish to Landlord, on or before November 1 of each Fiscal Year, an annual operations budget for the succeeding Fiscal Year for Landlord’s review and comments. Tenant shall review in good faith Landlord’s comments prior to finalizing its general operations budget. The general operations budget shall include projections of income and expenses on a monthly basis for the succeeding Fiscal Year in detailed line item breakdown, together with a marketing plan describing in detail Tenant’s plan for marketing Tenant’s operation of the Leased Property, including a detailed line item marketing budget. If, at any time during the current Fiscal Year, Landlord determines that actual income and expenses are not consistent with the applicable general operations budget furnished by Tenant for the current Fiscal Year in accordance with the foregoing, Landlord, may, in its sole discretion, require that Tenant provide Landlord, within twenty (20) Business Days of Tenant’s receipt of Landlord’s written request, a summary reforecast of annual projected income and expenses on a monthly basis; provided, however, that Landlord shall not be permitted to require such updated projections more than once per Fiscal Quarter.

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17.6 Quarterly Meetings. At Landlord’s request, Tenant shall make Tenant’s property management team and the executive officers of Tenant (or of Tenant’s general partner or managing member, if applicable) available to meet with Landlord once during each Fiscal Quarter to discuss the Capex Reserve Estimate, the annual budgets and any other items related to the operation of the Business, which Landlord wishes to discuss. Tenant agrees to give good faith consideration to any suggestions or requests that Landlord may have.

17.7 Tenant Financial Statements. For so long as Landlord is an Affiliate of CNL Lifestyle Properties, Inc., or its successors, Landlord shall have the right, at Landlord’s sole discretion, to require Tenant to prepare and deliver to Landlord, within sixty (60) days after the end of each Fiscal Year during which a Materiality Threshold Period (as hereinafter defined) occurs, a balance sheet, income statement, statement of owner’s equity, cash flows and footnotes with respect to Tenant audited and certified by an independent certified public accountant who is actively engaged in the practice of his profession and who is acceptable to Landlord (which financial statements may be presented on a consolidated basis with Parent so long as such financial statements satisfy Landlord’s requirement of Tenant to provide audited financial statements of “Significant Tenant” pursuant to the terms of SEC Staff Accounting Bulletin No. 71). The foregoing financial statements and reports shall be certified to Landlord by such independent certified public accountant that such statements have been properly prepared in accordance with GAAP and are true, correct, and complete in all material respects and fairly present the consolidated financial condition of Tenant at and as of the dates thereof and the results of all of its operations for the period covered thereby. For the purposes hereof, the term “Materiality Threshold Period” shall mean any period of time during the Term during which Tenant, either itself or together with its Affiliates, leases, operates or manages properties owned by Landlord or its Affiliates that, in the aggregate, comprise more than twenty percent (20%) of the total assets of CNL Lifestyle Properties, Inc., or its successors, as reasonably determined by Landlord.

To the extent any provisions of this Article 17 shall conflict with any provisions regarding financial and operational reporting requirements, business plans, operating accounts, operating budgets and/or books and records requirements set forth in the ForeGolf Management Agreement, the parties hereto hereby acknowledge and agree that the express provisions set forth in the ForeGolf Management Agreement with respect to same shall control. The Annual Operations Budget (as defined in the ForeGolf Management Agreement) provided by ForeGolf Manager pursuant to Section 4.2 of the ForeGolf Management Agreement shall be deemed to satisfy Tenant’s obligations to provide the annual operations budget pursuant to Section 17.5 hereof.

ARTICLE 18

LANDLORD’S RIGHT TO INSPECT

Landlord, Mortgagee and their agents shall have the right to enter upon the Leased Property or any portion thereof at any reasonable time to inspect the same, including but not

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limited to, the operation, sanitation, safety, maintenance and use of the same, or any portions of the same and to assure itself that Tenant is in full compliance with its obligations under this Lease (but Landlord and Mortgagee shall not thereby assume any responsibility for the performance of any of Tenant’s obligations hereunder, nor any liability arising from the improper performance thereof). In making any such inspections, neither Landlord nor Mortgagee shall unduly interrupt or interfere with the conduct of the Business.

ARTICLE 19

FACILITY MORTGAGES

19.1 Subordination. This Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord’s interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord’s rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a “Facility Mortgage”). Tenant shall reasonably cooperate with Landlord and any Mortgagee or potential Mortgagee in connection with a Facility Mortgage, including, but not limited to, consenting to such non-material and reasonable amendments to this Lease as may be requested by such Mortgagee. The foregoing subordination provisions shall be automatic and self operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Lease or Tenant’s interest hereunder or Tenant’s leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party. Notwithstanding any provision herein to the contrary, Landlord shall, in connection with any subordination of this Lease by Tenant, exercise commercially reasonable good faith efforts to obtain a written agreement from Mortgagee that the validity of this Lease shall be recognized by Mortgagee, and that, notwithstanding any default by Landlord as mortgagor with respect to such Facility Mortgage, Tenant’s possession of and right to use the Leased Property pursuant to the terms of this Lease shall not be disturbed by such Mortgage unless and until an Event of Default shall have occurred or Tenant’s right to possession shall have been terminated or be terminable in accordance with the provisions hereof. Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any

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security interest in Landlord’s interest in the Capex Reserve and any funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property or any portion thereof as herein contemplated. If, within thirty (30) days following Tenant’s receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

19.2 Attornment. Tenant shall and hereby agrees to attorn, and be bound under all of the terms, provisions, covenants and conditions of this Lease, to any successor of the interest of Landlord under this Lease for the balance of the Term of this Lease remaining at the time of the succession of such interest to such successor. In particular, in the event that any proceedings are brought for the foreclosure of any Facility Mortgage, Tenant shall attorn to the purchaser at any such foreclosure sale and recognize such purchaser as Landlord under this Lease. Tenant agrees that neither the purchaser at any such foreclosure sale nor the foreclosing Mortgagee or holder of any such Facility Mortgage shall have any liability for any act or omission of Landlord, be subject to any offsets or defenses which Tenant may have as claims against Landlord, or be bound by any advance rents which may have been paid by Tenant to Landlord for more than the current period in which such rents come due.

19.3 Rights of Mortgagees and Assignees. Any Mortgagee of Landlord shall have the right to unilateral enjoyment, exercise or control over the rights, remedies, powers and interests of Landlord hereunder, or otherwise arising under Applicable Laws, as assigned or granted to such Mortgagee by Landlord or as provided in any Facility Mortgage. At the time of giving any notice of default to Landlord, Tenant shall mail or deliver to any Mortgagee of whom Tenant has notice, a copy of any such notice. No notice of default or termination of this Lease by Tenant shall be effective until each Mortgagee shall have been furnished a copy of such notice by Tenant. In the event Landlord fails to cure any default by it under this Lease, the Mortgagee shall have, at its option, a period of thirty (30) days after expiration of any cure period of Landlord within which to remedy such default of Landlord or to cause such default to be remedied. In the event that the Mortgagee elects to cure any such default by Landlord, then Tenant shall accept such performance on the part of such Mortgagee as though the same had been performed by Landlord, and for such purpose Tenant hereby authorizes any Mortgagee to enter upon the Leased Property to the extent necessary to exercise any of Landlord’s rights, powers and duties under this Lease. If, in the event of any default by Landlord which is reasonably capable of being cured by a Mortgagee, the Mortgagee promptly commences and diligently pursues to cure the default, then Tenant will not terminate this Lease or cease to perform any of its obligations under this Lease so long as the Mortgagee is, with due diligence, engaged in the curing of such default.

19.4 Effect of Facility Mortgage. Provided Tenant is not in monetary or other material default under the terms and conditions of the Lease beyond the expiration of the applicable grace period therein provided for curing such default, then:

19.4.1 the right of possession of Tenant to the Leased Property and Tenant’s rights arising under the Lease shall not be affected or disturbed by Mortgagee in the exercise of

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any of its rights under the Facility Mortgage or any note secured thereby, nor shall Tenant be named as a party defendant in any action to foreclose the lien of the Facility Mortgage, unless required by law (and then only as and to the extent so required for the foreclosure of such Facility Mortgage), nor in any other way be deprived of its rights under the Lease; and

19.4.2 if Mortgagee or any other person acquires title to the Leased Property pursuant to the exercise of any remedy provided for in the Facility Mortgage or as a result of a default by Landlord thereunder:

(a) the Lease shall not be terminated or affected by any foreclosure or sale or by any such proceeding;

(b) Mortgagee shall covenant that any sale by it of the Leased Property pursuant to the exercise of any rights and remedies under the Facility Mortgage or otherwise shall be made subject to the Lease and the rights of Tenant thereunder; and

(c) Tenant’s agreement to attorn to Mortgagee or such person as its new landlord pursuant to Section 19.2 hereof, shall be subject to new landlord’s agreement to assume and perform all of the obligations of the landlord under the Lease accruing from and after such acquisition of title.

ARTICLE 20

ADDITIONAL COVENANTS OF TENANT

20.1 Maintenance of Status and Licenses. Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its corporate, limited partnership, limited liability company or other entity status and existence and its rights and licenses necessary to conduct its business.

20.2 Additional Covenants of Tenant. In addition to the other covenants and representations of Tenant herein and in this Lease, Tenant hereby covenants, acknowledges and agrees that Tenant shall:

(a) Not guaranty any obligation of any Person, except guarantees in the ordinary course of Tenant’s Golf Operating Business. Notwithstanding the foregoing, Tenant shall have the right, upon the prior written consent of CLP Partners, which consent shall be determined in CLP Partners’ sole discretion, to guaranty the obligations of a Person, which guaranty is not otherwise in the ordinary course of Tenant’s Golf Operating Business.

(b) Pay or cause to be paid all lawful and proper claims for labor and rents with respect to the Leased Property in the ordinary course of Tenant’s Business.

(c) Pay or cause to be paid all trade payables in the ordinary course of Tenant’s Business; provided, however, Tenant shall not be obligated to pay or cause to be paid any trade payables to which Tenant legitimately and in good faith objects pending resolution of such objection, provided that Tenant shall indemnify and hold Landlord harmless from and against any claim, loss, cost, liability or expense in connection with the same.

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(d) Not declare, order, pay or make, directly or indirectly, any distribution or any payments to any members or Affiliates as to Tenant (including payments in the ordinary course of business and payments pursuant to any management agreements with any such Affiliate), or set apart any sum of property therefor, or agree to do so, if, at the time of such proposed action or immediately after giving effect thereto, any Event of Default shall exist.

(e) Except as otherwise permitted by this Lease, not sell, lease (as lessor or sublessor), transfer or otherwise dispose of or abandon, all or any material portion of its assets utilized in the Business to any Person, or sell, lease, transfer or otherwise dispose of or abandon any of the P&E; provided, however, Tenant may dispose of portions of the P&E which have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility have been provided.

(f) Provide and maintain throughout the Term, all Tenant’s Personal Property, the P&E and any P&E Replacements as shall be necessary in order to operate the Leased Property in compliance with applicable legal requirements and insurance requirements and otherwise in accordance with customary practice in the industry for the Permitted Use; provided, however, Landlord and Tenant hereby acknowledge and agree that Tenant shall be permitted to maintain and use Tenant’s Personal Property in connection with the operation of the Affiliated Leased Properties, provided that such maintenance and use does not adversely affect the compliance of the Leased Property as set forth above. If, from and after the date of the Original Lease, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall use best efforts to require that any agreement permitting such use to provide that Landlord may assume Tenant’s rights and obligations under such agreement upon the termination of this Lease and any assumption of management or operation of the Leased Property by Landlord or its designee.

(g) Not, except as approved in writing by Landlord or otherwise in accordance with industry practice or the ordinary course of Tenant’s business, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the good will associated with Landlord or the Leased Property.

20.3 Leasehold Financing Prohibited. Tenant shall be prohibited from encumbering the Leased Property or its interests under this Lease with leasehold financing without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion.

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20.4 Notice to Landlord of Severe Incident, Significant Property Damage and/or Matter Related to Reputation and Good Will. In the event of a Severe Incident (defined in subsection (a) below) or a Significant Property Damage (defined in subsection (b) below) (in each case, an “Incident”), Tenant shall notify Landlord within forty-eight (48) hours of Tenant’s knowledge of the occurrence of any such Incident via email at notice@cnl.com. Such email notification shall include, at a minimum, as and to the extent the same is available at such time, (i) the names and contact information of the parties involved in the Incident, (ii) a brief description of the Incident, and (iii) all measures that Tenant (or any other Person(s), to the knowledge of Tenant) is currently undertaking, or plans to undertake to the extent known, to resolve the Incident and to prevent, in connection with a Severe Incident and/or Significant Property Damage, any further harm to person or damage to property as result of such Incident.

(a) The defined term “Severe Incident” shall mean any material or significant accident, incident, claim, cause of action, loss of or damage to the Leased Property, Tenant’s Personal Property or any other property of third parties, or injury to or death of a person occurring on or about the Leased Property or adjoining sidewalks or rights of way under Tenant’s control during the Term, including, but not limited to, the following: (i) a fatality, (ii) claim of abuse, assault or molestation, (iii) personal injury resulting in the amputation of a limb, brain injury, burns over fifty percent (50%) or more of a person’s body, hearing or sight loss, internal injury resulting in impaired organ function, spinal cord injury resulting in any degree of paralysis, or substantial disfigurement, or (iv) a mass casualty event, such as a building fire.

(b) The defined term “Significant Property Damage” shall mean any incident resulting in significant damage to the Leased Property, including, but not limited to the following: fires, floods, rising waters, hurricanes, earthquakes, catastrophic structure failure, roof collapse, or any Force Majeure Event caused by either man or nature.

ARTICLE 21

TERMINATION OF LEASE

Notwithstanding anything to the contrary contained herein, at any time during the Term of this Lease, Landlord shall have the right, in its sole and absolute discretion and for any reason or no reason, to terminate this Lease upon written Notice to Tenant. In such case, (a) Tenant shall cooperate in good faith in connection with the transition of the Business, and/or Tenant’s interests in and to this Lease and the Leased Property, to a new tenant/operator, including, without limitation, with respect to (a) the transfer and/or relinquishment, as applicable, of Permits (to the extent transferable), Operating Contracts (to the extent transferable), the Membership Documents (subject to Section 22.1.4 hereof), the Capex Reserve, and any security deposit (if then applicable), and (b) obtaining any and all consents and approvals required in connection with the transition of the Business, and/or Tenant’s interests in and to this Lease and the Leased Property, to a new tenant/operator, including, without limitation, lender consents, ground lessor consents and customarily required third-party consents, if any. If there are no then outstanding payment obligations of Tenant under the terminated Lease, the Parent Guaranty shall be terminated in its entirety and, in such case, Landlord agrees to execute termination

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documentation with respect thereto, in form and substance reasonably acceptable to Landlord. Termination of this Lease pursuant to this Article 21 shall not, and will not, affect or release Tenant from any obligation of Tenant under this Lease that expressly survives termination.

ARTICLE 22

MEMBERSHIP DOCUMENTS

22.1 Obligations of Tenant. Tenant acknowledges that in connection with the Lease, Tenant, as operator of the Golf Club, shall be liable for all obligations of the operator under such Membership Documents including, but not limited to, the obligation to (a) operate the Golf Club in accordance with the requirements and conditions set forth in the Membership Documents, as may be amended from time to time by Tenant with the approval of Landlord as to any material amendments as provided herein; and (b) comply with and to enforce in all material respects the Membership Documents, as may be amended from time to time by Tenant with the approval of Landlord as to any material amendments as provided herein.

22.1.1 The Membership Documents may be amended by Tenant in accordance with the terms thereof from time to time, at Tenant’s sole discretion, provided such amendment is not material in nature and further provided that a copy of any such amendment is provided to Landlord within ten (10) days of its adoption), and any rules and regulations, membership agreements and financing addenda related thereto and any and all other documents governing the Golf Club provided such amendment is not material in nature and further provided that a copy of any such amendment is provided to Landlord within ten (10) days of its adoption. Any material amendment to the Membership Documents shall require Landlord’s prior written consent. An amendment to the rules and regulations governing usage of the Golf Club shall not be subject to the Landlord’s approval; provided such amendment is customary and generally in conformity to other Golf Course Facilities and may be amended or terminated at any time by the Tennant or any subsequent operator of the Golf Club. For purposes hereof, an amendment to the Membership Documents shall be deemed to be a “material” amendment if it relates to (i) the refundability of membership fees or membership deposits, (ii) any restriction or covenant that runs with or binds the Land or Landlord, (iii) the nature of the Golf Club as an equity or non-equity club, (iv) any amendment which purports to or may create contractual liability to the Landlord, or (v) any life or other term membership with reduced dues or no dues requirements. Notwithstanding the foregoing, the creation of non-equity and/or nonrefundable memberships shall not be deemed to be “material” for purposes of this Section 22.1.

22.1.2 Tenant shall protect, indemnify, pay, save and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of any liability related to the refund of deposits, securities violations, or other liabilities associated with the Membership Documents, whether occurring before or after the date of the Original Lease; provided, however, that Tenant’s obligations hereunder shall not apply to any liability, obligation, claim, damage, penalty, cause of action, cost or expense (a) arising from any gross negligence or willful misconduct of Landlord, its employees, agents, contractors or invitees, or (b) resulting directly from the negligence of Landlord in the exercise of Landlord’s

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approval rights hereunder, whereby Landlord directs Tenant to take any action or rejects Tenant’s request to take action which Tenant deems necessary and so advises Landlord and which in either case Tenant reasonably objects to Landlord’s direction in writing. Nothing in the foregoing proviso regarding exceptions to Tenant’s obligations under this Section is intended or shall be deemed to impose liability or obligation on Landlord in favor of or with respect to, either Tenant or any third party. Any such claim, action or proceeding asserted or instituted against Landlord covered under this indemnity shall be defended by counsel selected by Tenant and reasonably acceptable to Landlord, at Tenant’s expense. The obligations of Tenant under this Section 22.1 shall survive the expiration or any early termination of this Lease.

22.1.3 Tenant hereby acknowledges and agrees that, as of the date of the Original Lease and as of the Effective Date, there exist memberships in and to the Golf Club which provide for refundable membership deposits paid by a member on the 30th anniversary following the date such member was admitted to membership at the Golf Club (each a “Refundable Membership Deposit” and collectively, the “Refundable Membership Deposits”). Tenant shall be obligated and liable for any claim in connection with such Refundable Membership Deposits whether arising before or after the date of the Original Lease. Further, Tenant shall be obligated to enforce the obligations of the Trusts under the Trust Assumption Agreement to refund Refundable Membership Deposits relating to memberships in and to the Golf Club sold prior to April 1, 2001. Tenant shall protect, indemnify, pay, save and hold harmless Landlord, its successors and assigns and their respective lessees, if any, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), arising in connection with a claim with respect to any Refundable Membership Deposit whether arising before or after the date of the Original Lease, including, without limitation, Tenant’s failure to enforce the Trusts obligations pursuant to the Trust Assumption Agreement, or the failure by the Trusts to refund any Refundable Membership Deposit. Landlord and Tenant each hereby acknowledge and agree that Schedule 22.1.3 attached hereto sets forth a complete and accurate list of all Refundable Membership Deposits and the names of all members entitled to such refunds or obligations. Further, Tenant hereby agrees that Tenant shall, no later that fifteen (15) days following the end of each Fiscal Quarter during the Term hereof, furnish to Landlord a complete statement, certified by the Chief Financial Officer of Tenant, or of Tenant’s general partner or managing member, if applicable, setting forth all Refundable Membership Deposits refunded during such Fiscal Quarter and the current balance of all remaining Refundable Membership Deposits. The provisions of this Section 22.1.3, including Tenant’s indemnification obligation, shall survive the expiration or earlier termination of this Lease.

22.1.4 Upon the expiration or earlier termination of this Lease, Tenant, at Landlord’s option, shall be required to assign its position under the Membership Documents and under the Trust Assumption Agreement to Landlord, or, at Landlord’s sole election and discretion, to any Person designated by Landlord, provided Landlord’s designee assumes all of the obligations of Tenant thereunder following the date of such assignment. Tenant agrees to execute any further agreements reasonably requested by Landlord upon the expiration or earlier termination of this Lease confirming the provisions of this Section 22.1. The provisions of this Section 22.1, including Tenant’s indemnification obligation, shall survive the expiration or earlier termination of this Lease.

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22.2 Escrow of Prepaid Annual Dues. Landlord and Tenant hereby acknowledge that, pursuant to the terms of the Membership Documents, members are entitled to prepay, in full and not in part, their annual membership dues (“Annual Prepaid Dues”) prior to the date(s) such annual membership dues are due and payable for the next succeeding membership year (each, a “Membership Year”). With respect to each Membership Year, (a) Tenant shall deliver to Landlord, promptly upon receipt by Tenant, all Annual Prepaid Dues received by Tenant from members for the next succeeding Membership Year, and (b) Landlord shall deliver such Annual Prepaid Dues to Tenant in twelve (12) equal installments on the fifth (5^th) Business Day of each Accounting Period during the next succeeding Membership Year. Notwithstanding the foregoing, for so long as the ForeGolf Management Agreement is in effect, (i) Tenant hereby agrees that it shall direct ForeGolf Manager to deliver all such Annual Prepaid Dues amounts to Landlord in lieu of ForeGolf Manager delivering such amounts to Tenant, and (ii) Landlord hereby agrees to deliver the monthly installments of Annual Prepaid Dues described in clause (b) of this Section 22.2 directly to ForeGolf Manager in lieu of delivering such monthly installments to Tenant.

ARTICLE 23

MISCELLANEOUS

23.1 Limitation on Payment of Rent. All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Lease exceed the maximum permissible under Applicable Laws, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Lease, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto, the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Lease and any other agreements between Landlord and Tenant.

23.2 No Waiver. No release, discharge or waiver of any provision hereof shall be enforceable against or binding upon Landlord or Tenant unless in writing and executed by Landlord or Tenant, as the case may be. Neither the failure of Landlord or Tenant to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any Rent by Landlord with knowledge of a breach of this Lease by Tenant in the performance of its obligations hereunder, or the following of any practice or custom at variance with the terms hereof, shall be deemed or constitute a waiver of any rights or remedies that Landlord or Tenant may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements and conditions or the waiver of the right to demand exact compliance with the terms hereof.

23.3 Remedies Cumulative. To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord, now or hereafter provided either in this Lease or by statute or otherwise, shall be cumulative and concurrent and shall be in addition

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to every other right, power and remedy and the exercise or beginning of the exercise by Landlord of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.

23.4 Severability. Any clause, sentence, paragraph, section or provision of this Lease held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Lease, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Lease shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.

23.5 Acceptance of Surrender. No surrender to Landlord of this Lease or of the Leased Property or any part thereof, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.

23.6 No Merger of Title. It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, this Lease or the leasehold estate created hereby and the fee estate or ground landlord’s interest in the Leased Property.

23.7 Tenant’s Representations. In addition to any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Lease, Tenant hereby represents and warrants to Landlord as follows:

(a) Tenant is a limited partnership which is duly organized and validly existing and in good standing under the laws of the State of Delaware. Tenant has all requisite power and authority under the laws of the State of Delaware and its partnership or operating agreement, articles of incorporation, by laws, or other charter documents to enter into and perform its obligations under this Lease and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification.

(b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Lease, and upon the execution and delivery of any document to be delivered by Tenant prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought.

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(c) There are no judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated.

(d) To the knowledge of Tenant, neither this Lease nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Lease or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby or in connection with Landlord’s acquisition of the Leased Property.

(e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate P&E and Inventory consistent with the amount of P&E and Inventory which is customarily maintained at Comparable Golf Course Facilities as otherwise required to operate the Leased Property in a manner contemplated by this Lease and in compliance with all legal requirements.

(f) Tenant acknowledges that Tenant’s failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventory or other goods or services will be detrimental to the reputation of Landlord and Tenant.

(g) All employees of Tenant or any Affiliate, if any, are solely employees of Tenant or such Affiliate and not Landlord. Neither Tenant nor any Affiliate of Tenant is Landlord’s agent for any purpose in regard to Tenant’s or any Affiliate of Tenant’s employees or otherwise. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant or any Affiliate of Tenant. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, TENANT HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT TENANT MAY ENGAGE CERTAIN EMPLOYEES OF THE GOLF CLUB WHO WERE EMPLOYEES OF THE SELLER OR MANAGER OF THE GOLF CLUB (THE “PRIOR EMPLOYEES”). TENANT FURTHER ACKNOWLEDGES AND AGREES THAT LANDLORD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER AS TO COMPLIANCE OF THE SELLER OR MANAGER OF THE GOLF CLUB WITH THE TERMS OR CONDITIONS OF ANY WRITTEN OR VERBAL EMPLOYMENT CONTRACTS OR AGREEMENTS, WRITTEN OR UNWRITTEN EMPLOYEE POLICIES OR PROCEDURES, OR COMPLIANCE OF THE SELLER OR MANAGER

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WITH APPLICABLE LAWS REGARDING SUCH PRIOR EMPLOYEES, INCLUDING, WITHOUT LIMITATION, OSHA, THE AMERICANS WITH DISABILITIES ACT (“ADA”), THE WARN ACT OR THE COBRA ACT, AND TENANT ACKNOWLEDGES THAT ITS EMPLOYMENT OF SUCH PRIOR EMPLOYEES IS AT TENANT’S SOLE RISK, AND FURTHER, THAT TENANT SHALL INDEMNIFY, SAVE, PAY, INSURE AND HOLD HARMLESS LANDLORD WITH RESPECT TO ANY LOSS, COST, LIABILITY OR EXPENSE IN CONNECTION WITH ANY CLAIMS THEREUNDER OR THEREFOR.

(h) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books or (iii) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Lease.

23.8 Quiet Enjoyment. Notwithstanding any provision herein to the contrary, Landlord covenants and agrees that so long as Tenant shall timely pay all rents due to Landlord from Tenant hereunder and keep, observe and perform all covenants, promises and agreements on Tenant’s part to be kept, observed and performed hereunder, Tenant shall and may peacefully and quietly have, hold and occupy the Leased Property free of any interference from Landlord or any Person claiming by, through or under Landlord; subject, however, and nevertheless to the terms, provisions and conditions of this Lease, the Permitted Encumbrances (including, without limitation, the lawful exercise by any Person of its rights with respect to the Leased Property pursuant to any of the Permitted Encumbrances), any Facility Mortgage, any other documents affecting record title to or the use and occupancy of the Leased Property immediately prior to the conveyance thereof to Landlord on or about the date of the Original Lease, and documents affecting title to the Leased Property approved by Tenant.

23.9 Recordation of Memorandum of Lease. At either party’s option, a short form memorandum of this Lease, in the form attached hereto as Exhibit G shall be recorded or filed among the appropriate land records of the county in which the Leased Property is located, and Tenant shall pay any and all transfer and recording costs associated therewith. In the event of a discrepancy between the provisions of this Lease and such short form memorandum thereof, the provisions of this Lease shall prevail.

23.10 Notices. Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Lease (each, a “Notice”) shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or another nationally-recognized overnight carrier, addressed to the recipient of the notice, with all freight charges prepaid (if by Federal Express or similar carrier).

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(a) Any notice, demand or request which shall be served upon any of the parties in the manner aforesaid shall be deemed sufficiently given (i) upon being hand delivered in person, (ii) upon transmission by facsimile (with electronic confirmation) or electronic mail provided a copy is simultaneously sent pursuant to clause (iii) of this Section 23.10(a), or (iii) upon being deposited with Federal Express or another nationally-recognized overnight carrier. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given as provided below shall be deemed delivery of the notice, demand or request sent. The addresses given above may be changed by any party by ten (10) days prior notice to all other parties given in the manner provided herein.

(b) All such notices shall be addressed,

if to Landlord to:

CLP Southwest Golf, LLC

c/o CNL Lifestyle Properties, Inc.

450 S. Orange Avenue

Orlando, Florida 32801

Attention:       Joseph T. Johnson, SVP and CFO

Attention:       Holly Greer, Esq., SVP and General Counsel

Fax: (407) 540-2544

and:

Lowndes, Drosdick, Doster, Kantor and Reed, P.A.

215 North Eola Drive

P.O. Box 2809

Orlando, Florida 32801

Attention:       William T. Dymond, Jr., Esq.

Fax: (407) 843-4444

if to Tenant to:

Evergreen Alliance Golf Limited, L.P.

4851 LBJ Freeway, Suite 600

Dallas, Texas 75244

Attention:       Joe R. Munsch, President

            Lynn Marie Mallery, Esq.,

            Senior Vice President and General Counsel

Fax: (214) 722-6052

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and:

The Addison Law Firm

14901 Quorum Drive, Suite 650

Dallas, Texas 75254

Attention: Randy Addison, Esq.

Fax: (972) 960-7719

(c) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Lease to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America. Any Notice required to be given hereunder may be given by the applicable party’s counsel.

23.11 Construction; Nonrecourse. Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Lease with respect to the Leased Property shall survive such termination or expiration. Each term or provision of this Lease to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the performance by Tenant of its obligations under this Lease, including, without limitation, obligations for the payment of money. Except as otherwise set forth in this Lease, any obligations arising prior to the expiration or sooner termination of this Lease of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Lease. In addition, solely with respect to Landlord, nothing contained in this Lease shall be construed to create or impose any liabilities or obligations and no such liabilities or obligations shall be imposed on any of the shareholders, beneficial owners, direct or indirect, officers, directors, trustees, employees or agents of Landlord or Tenant for the payment or performance of the obligations or liabilities of Landlord hereunder. The parties have participated jointly in the negotiation and drafting of this Lease. In the event an ambiguity or question of intent or interpretation arises, this Lease shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Lease.

23.12 Counterparts; Headings. This Lease may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Captions and headings in this Lease are for purposes of reference only and shall in no way define, limit or describe the scope or intent of, or otherwise affect, the provisions of this Lease.

23.13 Applicable Law; Venue. This Lease shall be governed by and construed in accordance with the laws of the State of where the Leased Property is located. Landlord and Tenant hereby (a) submit to the personal jurisdiction and venue of the Ninth Judicial Circuit Court in and for Orange County, Florida, and the United States District Court for the Middle District of Florida, (b) unconditionally agree that any such claim may be heard and determined in such State court or, to the extent permitted by law, in such Federal court, (c) agree that a final

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judgment in any such claim shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law, and (d) irrevocably and unconditionally waive, to the fullest extent the applicable party may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any related matter in the foregoing State court or Federal court, and the defense that such court is an inconvenient forum for the maintenance of such claim. Nothing herein shall, however, preclude or prevent Landlord from bringing actions against Tenant in any other jurisdiction as may be necessary to enforce or realize upon any remedies available to Landlord pursuant to the terms of this Lease, at law or in equity.

23.14 Right to Make Agreement. Each party warrants, with respect to itself, that neither the execution and delivery of this Lease, nor the compliance with the terms and provisions hereof, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or Government Agency; nor result in or constitute a breach or default under or the creation of any lien, charge or encumbrance upon any of its property or assets under, any indenture, mortgage, deed of trust, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Lease and any extensions thereof, the full right to enter into this Lease and perform its obligations hereunder.

23.15 Brokerage. Landlord and Tenant hereby represent and warrant to each other that they have not engaged, employed or utilized the services of any business or real estate brokers, salesmen, agents or finders in the initiation, negotiation or consummation of the business and real estate transaction reflected in this Lease. On the basis of such representation and warranty, each party shall and hereby agrees to indemnify, pay and save and hold the other party harmless from and against the payment of any commissions or fees to or claims for commissions or fees by any real estate or business broker, salesman, agent or finder resulting from or arising out of any actions taken or agreements made by them with respect to the business and real estate transaction reflected in this Lease.

23.16 No Partnership or Joint Venture. Landlord shall not, by virtue of this Lease, in any way or for any purpose, be deemed to be a partner of Tenant in the conduct of Tenant’s business upon, within or from the Leased Property or otherwise, or a joint venturer or a member of a joint enterprise with Tenant.

23.17 Entire Agreement. This Lease contains the entire agreement between the parties with respect to the matters contemplated hereby and, except as otherwise provided herein, can only be changed, modified, amended or terminated by an instrument in writing executed by the parties. It is mutually acknowledged and agreed by Landlord and Tenant that there are no verbal agreements, representations, warranties or other understandings affecting the same; and that Tenant hereby waives, as a material part of the consideration hereof, all claims against Landlord for rescission, damages or any other form of relief by reason of any alleged covenant, warranty, representation, agreement or understanding not contained in this Lease.

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23.18 Costs and Attorneys’ Fees. In addition to Landlord’s rights under Sections 12.2 and 14.2, if either party shall bring an action to recover any sum due hereunder, or for any breach hereunder, and shall obtain a judgment or decree in its favor, the court may award to such prevailing party its reasonable costs and reasonable attorney’s fees, specifically including reasonable attorney’s fees incurred in connection with any appeals (whether or not taxable as such by law). Landlord shall also be entitled to recover its reasonable attorney’s fees and costs incurred in any bankruptcy action filed by or against Tenant, including, without limitation, those incurred in seeking relief from the automatic stay, in dealing with the assumption or rejection of this Lease, in any adversary proceeding, and in the preparation and filing of any proof of claim.

23.19 Approval of Landlord. Whenever Tenant is required under this Lease to do anything to meet the satisfaction or judgment of Landlord, the reasonable satisfaction or judgment of Landlord shall be deemed sufficient. The foregoing provision of this Section shall not apply in any instance where the provisions of this Lease expressly state that the provisions of this Section do not apply or where the provisions of this Lease expressly state that such consent, approval or satisfaction are subject to the sole and absolute discretion or judgment of Landlord, and in each such instance Landlord’s approval or consent may be unreasonably withheld or unreasonable satisfaction or judgment may be exercised by Landlord.

23.20 Successors and Assigns. The agreements, terms, provisions, covenants and conditions contained in this Lease shall be binding upon and inure to the benefit of Landlord and Tenant and, to the extent permitted herein, their respective successors and assigns.

23.21 Waiver of Jury Trial. TENANT AND LANDLORD HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE RIGHT EITHER OF THEM OR THEIR HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS OR ASSIGNS MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION PROCEEDINGS OR COUNTERCLAIM, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT TO LANDLORD’S ACCEPTING THIS LEASE.

23.22 Treatment of Lease. Landlord and Tenant each acknowledge and agree that: (i) this Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; (ii) the business relationship created by this Lease and any other related documents is solely that of a long term commercial lease between Landlord and Tenant, the Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed to create a partnership between Landlord and Tenant, to make them joint venturers, to make Tenant an agent, legal representative, partner, or subsidiary of Landlord, nor to make Landlord in any way responsible for the debts, obligations or losses of Tenant; (iii) except as required by Applicable Laws, (x) each party will treat this Lease as a true lease for tax purposes and an operating lease under GAAP, and (y) for federal income tax purposes, each party shall report this Lease as a true lease with Landlord as the owner of the Leased Property and Tenant as the tenant of the Leased Property; (iv) each party

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will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to any governmental authority, including, without limitation, any income tax return (or amended return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 23.22; (v) the Minimum Rent is the fair market value for the use of the Leased Property and was agreed to by Landlord and Tenant on that basis, and the execution and delivery of, and the performance by Tenant of its obligations under this Lease do not constitute a sale, transfer or conveyance of the Leased Property by Landlord to Tenant; (vi) each of Landlord and Tenant waives any claim or defense based upon the characterization of this Lease as anything other than a true lease, and each party stipulates and agrees that it will not challenge the validity, enforceability or characterization of this Lease as a true lease, nor will it assert or take or omit to take any action inconsistent with the agreements and understandings of this Section 23.22.

23.23 Transfer of Permits and Operating Contracts. Upon the expiration or sooner termination of this Lease, Tenant shall use its best efforts to transfer and assign to Landlord or its designee or assist Landlord or its designee in obtaining transfer or assignment of all (a) Permits and Operating Contracts, and (b) to the extent owned by or held in the name of Tenant, (i) governmental permits, including licenses and authorizations, required for the construction, ownership and operation of the Leased Improvements, including without limitation, certificates of authority, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all necessary approvals from state or local authorities and other approvals granted by any public body or by any private party pursuant to a recorded instrument relating to such Leased Improvements or the Land; (ii) development rights, telephone exchange numbers identified with the Leased Property, if any; and (iii) certificates, licenses, warranties and guarantees and contracts. If requested by Landlord and to the extent permitted by Applicable Laws, Tenant shall provide a collateral assignment or similar pledge of such licenses and other intangible rights upon Landlord’s request and as further security for Tenant’s obligations hereunder.

23.24 Tenant’s Personal Property. Upon the expiration or sooner termination of the Term of this Lease, Landlord may, in its sole and absolute discretion, elect either (i) to give Tenant Notice that Tenant shall be required, within sixty (60) Business Days after such expiration or termination, to remove all of Tenant’s Personal Property from the Leased Property, or (ii) to give Tenant Notice that Landlord shall purchase some or all of Tenant’s Personal Property within sixty (60) Business Days after such expiration or termination. In the event that Landlord exercises its option under the foregoing clause (ii) of this Section 23.24, the purchase price for all items of Tenant’s Personal Property shall be the lesser of the fair market value or Tenant’s book value of such Tenant’s Personal Property (free of, and net of, all Liens and other encumbrances).

23.25 Confidential Information. Each party hereto shall treat as strictly confidential any and all information concerning the other party and its operations including, without limitation, information concerning the business operations, financial models and operating systems of the other party (collectively, “Confidential Information”), and shall not divulge, disclose, publish or otherwise communicate any such Confidential Information to any person or entity for any reason. As used herein, the term “Confidential Information” shall not include information that (a) is generally available to the public other than as a result of an improper disclosure by a party

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hereto or its affiliates or representatives, or was available to the public on a non-confidential basis prior to its disclosure by Landlord or Tenant, as applicable, or (b) or must be disclosed as a matter of law, including such public disclosure obligations as are required by the Securities Exchange Commission. The provisions of this Section 23.26 shall survive any termination of this Lease.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, the parties have executed this Second Amended and Restated Lease Agreement as a sealed instrument as of the date above first written.

LANDLORD:
CLP SOUTHWEST GOLF, LLC, a Delaware limited liability company
By:	/s/ Kay S. Redlich
Name:	Kay S. Redlich
Title:	Senior Vice President

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TENANT:
EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership
By:	PREMIER GOLF EAGL GP, L.L.C., a Delaware limited liability company, its general partner
By:	/s/ Lynn Marie Mallery
Name:	Lynn Marie Mallery
Title:	Senior Vice President
NOTICE: THIS LEASE CONTAINS WAIVERS AND INDEMNITIES BY THE TENANT OF THE LANDLORD’S OWN NEGLIGENCE.

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JOINDER AND CONSENT

Premier Golf Management, Inc. does hereby join in the execution of this Second Amended and Restated Lease Agreement for the sole purpose of acknowledging, agreeing and consenting to the provisions of Section 12.1(m) of this Second Amended and Restated Lease Agreement and the performance of its respective obligations thereunder.

PREMIER GOLF MANAGEMENT, INC., a Delaware corporation
By:	/s/ Lynn Marie Mallery
Name:	Lynn Marie Mallery
Title:	Vice President

EXHIBIT A

INITIAL LANDLORD P&E

[Intentionally Omitted]

EXHIBIT B

MINIMUM RENT

Minimum Rent shall be payable with respect to each Lease Year (or portion thereof, as applicable) during the Term under the Leases and shall be, in the aggregate, an annual amount equal to (i) $10,813,635.00 (payable in nine (9) equal monthly installments commencing with the April 2012 Accounting Period and ending with the December 2012 Accounting Period in accordance with Section 3.2 hereof), with an amount equal to $599,688.00 of such $10,813,635.00 being attributable to the amount of Minimum Rent due and payable under this Lease, and (ii) $14,418,177.00 (payable in twelve (12) equal monthly installments in accordance with Section 3.2 hereof) for Lease Years 2013 and 2014, with an amount equal to $799,588.00 of such $14,418,177.00 being attributable to the amount of Minimum Rent due and payable under this Lease. Commencing Lease Year 2015, Minimum Rent shall increase annually by an amount equal to the greater of (a) the product obtained by multiplying the Minimum Rent then in effect times two percent (2%), and (b) the product obtained by multiplying the Minimum Rent then in effect times the then annual percentage increase in CPI; provided, however, that no portion of Minimum Rent due and payable under the Leases shall be attributable to the Mission Hills Leased Property (as such term is defined on Schedule 1 attached hereto).

EXHIBIT C

PERMITTED ENCUMBRANCES

[Intentionally Omitted]

EXHIBIT D

INITIAL TENANT PERSONAL PROPERTY

[Intentionally Omitted]

EXHIBIT E

THE LAND

[Intentionally Omitted]

EXHIBIT F

TENANT ESTOPPEL CERTIFICATE

[Intentionally Omitted]

EXHIBIT G

MEMORANDUM OF AMENDED AND RESTATED LEASE

[Intentionally Omitted]

EXHIBIT H

MEMBERSHIP DOCUMENTS

[Intentionally Omitted]

SCHEDULE 1

AFFILIATED LEASES

[Intentionally Omitted]

SCHEDULE 5.3-1

IMPROVEMENT PROJECT

[Intentionally Omitted]

SCHEDULE 5.3-2

IMPROVEMENT PROJECT PROCEDURES

[Intentionally Omitted]

SCHEDULE 16.2

TENANT ORGANIZATIONAL CHART

[Intentionally Omitted]

SCHEDULE 17.2

MONTHLY MEMBERSHIP REPORT

[Intentionally Omitted]

SCHEDULE 22.1.3

REFUNDABLE MEMBERSHIP DEPOSITS

[Intentionally Omitted]

EX-10.14

Exhibit 10.14

MASTER MANAGEMENT AGREEMENT

BY AND BETWEEN

EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership

and

FORE GOLF MANAGEMENT, LLC, a Florida limited liability company

April 24, 2012

MASTER MANAGEMENT AGREEMENT

THIS MASTER MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2012 (the “Effective Date”), by and between EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership (“Tenant”) and FORE GOLF MANAGEMENT, LLC, a Florida limited liability company (“Manager”).

W I T N E S S E T H:

WHEREAS, Tenant is the owner of a leasehold interest in and to those certain golf courses identified on Exhibit A, including all amenities related thereto (each, a “Property” and collectively, the “Properties”);

WHEREAS, Tenant’s leasehold interest in each Property is subject to a lease agreement as identified and described on the attached Exhibit A (each, a “Lease” and collectively, the “Leases”);

WHEREAS, Tenant desires to have Manager manage and operate the Properties and Manager is willing to perform such services for Tenant in accordance with the terms and conditions contained in this Agreement,

NOW, THEREFORE, for and in consideration of the mutual covenants, promises, and agreements herein contained, the parties hereby agree as follows:

ARTICLE 1.

DEFINITIONS

1.1 Definitions. All capitalized terms referenced or used in this Agreement and not specifically defined herein shall have the meanings set forth on Exhibit B attached hereto and made a part hereof for all purposes.

ARTICLE 2.

APPOINTMENT OF MANAGER

2.1 Appointment/Use. Tenant hereby retains and appoints Manager to supervise, manage and operate the Properties on behalf of Tenant during the Term effective upon the Commencement Date for each such Property, subject to the terms and conditions set forth in this Agreement, including without limitation the terms of Section 2.2 hereof, and the Leases. Manager hereby accepts such appointment. Subject to Tenant’s rights hereunder, Tenant hereby grants to Manager the use and possession of the Properties during the Term of this Agreement for the purposes set forth herein.

2.2 Approvals. With respect to any provision of this Agreement conferring a right of Tenant to approve or consent to an action proposed to be undertaken by Manager, Manager shall submit such matter to Tenant in writing with a copy to the applicable Landlord, and Tenant shall use reasonable efforts to timely review and approve or disapprove any such policies, plans, procedures, Budgets and other matters required to be approved by Tenant hereunder within the time period set forth herein. Tenant may not in any event unreasonably withhold, condition or delay its consent or approval, and Tenant and Manager shall use good faith commercially reasonable efforts to timely resolve any disputes. If, notwithstanding such good faith or commercially reasonable efforts, Tenant and Manager are not able to agree with respect to any matter over which Tenant has a right to consent or approve, either party may submit such dispute to Landlord for a resolution. Tenant and Manager hereby agree that Landlord’s decision with respect to any such dispute shall control. Tenant shall have five (5) business days from the

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date of submission from Manager to review and approve or disapprove such proposal, unless a different approval period is specified in this Agreement with respect to such matter. Failure to respond within such five (5) business day period shall be deemed to be an approval. If Landlord is required to resolve a dispute as set forth in this Section 2.2, Landlord shall have either (i) one (1) business day following receipt of Tenant’s or Manager’s request to resolve a dispute to resolve such dispute in favor of Tenant or Manager or (ii) if Landlord was not provided a simultaneous copy of the original approval request submitted to Tenant, six (6) business days following the date of such request to resolve the dispute. In the event Landlord fails to resolve such dispute in favor of Manager or Tenant within the applicable time period set forth in the previous sentence, Manager’s proposal shall be deemed to have been approved.

ARTICLE 3.

TERM

3.1 Term. The term of this Agreement shall commence on the Commencement Date for each such Property, and shall continue until 11:59 p.m. eastern on December 31, 2014, unless sooner terminated or otherwise extended according to the provisions hereof (the “Term”).

ARTICLE 4.

BUDGETS

4.1 Business Plan. Manager shall develop and submit to Tenant and Landlord a proposed Business Plan for each Fiscal Year no later than sixty (60) days prior to the beginning of each Fiscal Year commencing Fiscal Year 2013. Manager and Tenant acknowledge and agree that the Business Plan for each of the Properties for the balance of Fiscal Year 2012 is attached hereto as Schedule 4.1. The Business Plan shall be prepared for each Property as a whole and on a departmental basis, if appropriate, and shall include (i) the Annual Operations Budget (as defined in Section 4.2) for the forthcoming Fiscal Year, together with a description of the assumptions upon which the Annual Operations Budget is based, including but not limited to a description of the specific assumptions related to the income and expenses with respect to tournaments and social catering, (ii) a narrative description of plans and goals, including the marketing plan, (iii) proposed marketing, sales, promotion, advertising, and public relations concepts for such Property, (iv) a schedule of proposed greens fees and other rates for such Property, and (v) the Capital Improvement and Replacement Budget (as defined in Section 4.3) for the forthcoming Fiscal Year.

4.2 Annual Operations Budget. Manager shall prepare and submit to Tenant and Landlord, as part of the Business Plan to be submitted pursuant to Section 4.1, for Tenant’s review and approval, the proposed annual operations budget for each Property for the upcoming Fiscal Year (the “Annual Operations Budget”) in a format acceptable to Tenant. Each proposed Annual Operations Budget shall be prepared for each Property as a whole and on a departmental basis, if necessary, and include all revenue opportunities, inventory requirements, and other costs and expenses as can be reasonably anticipated for the promotion and operation of such Property for the upcoming Fiscal Year.

4.3 Capital Improvement and Replacement Budget. Subject to the terms of Section 7.1.4, Manager shall prepare and submit to Tenant and Landlord, as part of the Business Plan to be submitted pursuant to Section 4.1, for Tenant’s review and approval, the proposed capital improvement and replacement budget for each Property for the upcoming Fiscal Year (the “Capital Improvement and Replacement Budget”). Each proposed annual Capital Improvement and Replacement Budget shall be prepared for each Property on a whole and on a departmental basis, if necessary, and include the projected Capital Expenditures for such Property for the upcoming Fiscal Year.

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4.4 Approvals. Tenant shall approve or reasonably disapprove (and provide written comment with respect to any disapproval) any proposed budgets prepared by Manager, or any part(s) thereof, within thirty (30) days following Tenant’s receipt of such proposed budget from Manager. In the event Tenant fails to approve or disapprove any proposed budgets within such thirty (30) day period, then the proposed budgets shall be deemed approved by Tenant (any such proposed budget, Annual Operations Budget or Capital Improvement and Replacement Budget approved or deemed approved by Tenant is hereinafter referred to as the “Budget” or “Budgets”).

4.4.1 Disapproved Budgets. If Tenant and Manager are unable to agree upon all aspects of any proposed Budget of a Property for a Fiscal Year prior to the beginning of such Fiscal Year, then (i) Manager will operate such Property in accordance with those portions, if any, of the Budget approved by Tenant, and (ii) with respect to those portions of the Budget still subject to dispute between Tenant and Manager, Tenant and Manager shall continue to use their best efforts to agree upon a Budget and until the same is approved, the approved Budget for the prior Fiscal Year shall remain in effect as the current approved Budget with the following modifications: (i) the amounts set forth for expenses over which the Tenant or Manager has reasonable control (such as payroll, advertising and operating supplies) shall be increased by the percentage increase in the CPI over the prior Fiscal Year and (ii) the amounts set forth for expenses over which the Tenant or Manager does not have reasonable control (such as insurance, utilities and permit fees) shall be the actual amounts which is required to be paid for such items.

4.4.2 Operation in Accordance with Budgets. Subject to the terms of Section 4.5, Manager shall use commercially reasonable efforts to operate the Properties in accordance with the existing Budget(s).

4.5 Unanticipated Expenditures and Reallocation of Funds. Manager may reallocate all or any portion of any amount budgeted with respect to any one item in the Budget to another item in the Budget for any expenditures that were unanticipated at the time of preparation of the Budgets but are reasonable and necessary to carry out the provisions of this Agreement; provided, however, any reallocation or increase in a budgeted item in excess of either (i) ten percent (10%) of the amount of such budgeted item or (ii) $5,000 shall require Tenant’s approval, and in any event any such variances or reallocations shall be reflected in the General Manager’s summary report described in Section 5.2.9. Tenant acknowledges that Manager has not made and, by proposing the Budgets, does not make any guarantee, warranty, or representation of any nature concerning the Budgets, the amounts of Gross Revenues or Expenses or cash flow, or the Capital Improvement and Replacement Budget requirements to be generated or incurred from the operation of the applicable Property. Manager shall not under any circumstances be required to, or be deemed to have any duty to, advance any of its own funds to cover any unanticipated expenditures.

ARTICLE 5.

SERVICES OF MANAGER

5.1 General Management Responsibilities. Manager shall have the duty, responsibility and authority to perform the acts that are reasonably necessary and appropriate to operate and manage each Property in a manner consistent with the Budgets and in compliance with the terms and conditions of the applicable Lease for such Property. In the execution of such duty, Manager shall, subject to the approved Budgets and Major Decisions, be authorized to (i) determine and establish operating policies, standards of operation, services and maintenance, pricing and other policies and procedures of each Property that are reasonably designed to provide for the efficient and profitable operation of such Property, and (ii) perform any such acts necessary or desirable for the operation and maintenance of each Property that are consistent with the Standards.

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5.2 Management Services. Subject to the Major Decisions and the applicable Budget, Manager shall have the following management duties, powers, and authorities set forth in this Section:

5.2.1 Operational Services. Manager shall provide management services for all areas of operations for the Properties (the “Operational Services”) in accordance with this Agreement, the applicable Lease, and in accordance with the Standards, which services shall include payment of Expenses as they become due during the Term. On the Commencement Date, Manager shall pay prorated Rent due for the month in which the Commencement Date occurs.

5.2.2 Human Resource Management Services. Manager shall provide procedures, techniques, and programs to, and shall use due care and diligence in the evaluation, hiring, training, supervision and maintenance of qualified personnel to become staff members for each Property including the General Manager, Director of Golf or Golf Course Superintendent (Agronomist), revenue manager, operations manager, director of sales and marketing, maintenance engineer, and support personnel (to the extent each such position is deemed necessary by Tenant and Manager), provided, however, Tenant shall have the right to approve the Manager’s candidate for the position of General Manager, Director of Golf and Golf Course Superintendent (Agronomist) (or any replacement thereof), which approval shall not be unreasonably withheld, and further provided that in no event shall Tenant be deemed to be a co-employer of such employees. Manager shall provide Tenant with personnel requirements and compensation levels for each department. Manager, through the General Manager, shall have the authority to hire, promote, discharge, and supervise all other personnel employed at the Properties. Manager shall provide the staff of each Property with job descriptions, employee handbooks, operational/procedural manuals and an employee incentive program for personnel under Manager’s direction as Manager shall determine from time to time. Manager shall interview, hire and maintain competent employees so as to maximize the performance of each Property, but where possible shall strive to focus on interviewing, hiring and maintaining competent local employees so as to minimize relocation expenses. Notwithstanding the foregoing, the parties acknowledge and agree that Manager is not assuming and shall have no liability under any employment contracts in effect on or before the Commencement Date.

5.2.3 Purchasing Contracts/Service Agreements. As of the Commencement Date, Manager shall comply with all obligations of Tenant with respect to those certain capital leases, operating leases and operating contracts listed on the attached Schedule 5.2.3, to the extent such obligations arise after the Commencement Date. (The parties acknowledge that as of the Effective Date there appear to be ten (10) to thirteen (13) golf carts missing at Majestic Oaks Golf Club in Ham Lake, Minnesota, based on the number of golf carts present at such Property compared to the number of carts subject to the equipment lease for such carts. The Parties further acknowledge that any liability arising with respect to such missing golf carts shall be deemed to have arisen prior to the Commencement Date and Manager shall have no liability with respect thereto.) Manager shall purchase such food, beverages, equipment, operating supplies and other materials necessary for the operation of each Property and consistent with the applicable Annual Operations Budget. Manager shall negotiate and consummate such agreements and equipment leases, as necessary for the furnishing of utilities, services, concessions and supplies for the maintenance and operation of each Property subject to and consistent with the applicable Annual Operations Budget (collectively, the “Operating Contracts”). Manager represents that it will use commercially reasonable efforts to secure the services and supplies referenced above at prices which are reasonably comparable to competitive market prices. Upon the expiration or earlier termination of this Agreement, Tenant shall have the obligation, with respect to any Operating Contract specifically approved by Tenant, to either assume such Operating Contract or terminate such Operating Contract, in which case all expenses or fees for such termination shall be the

4

responsibility of Tenant. Additionally, Tenant shall allow Manager to enter into beverage agreements with Tenant’s Affiliate that holds the liquor, beer and wine licenses at the Properties to the extent allowable under local law during interim period while Manager uses commercially reasonable efforts to obtain its own licenses and otherwise cooperate with the transfer of the existing liquor, beer and wine licenses. The cost of such transfer shall not be the obligation of the Manager or an Expense.

5.2.4 Repairs and Maintenance. Manager shall take any and all actions required to keep each Property and related facilities in good repair and shall coordinate all repairs, replacements, and improvements necessary to keep the Properties in compliance with Section 5.1 of each of the Leases, pursuant and subject to the Budget and subject to Tenant’s right to approve Major Decisions. Notwithstanding the foregoing, Manager shall not be in default of this Section if Manager fails to make necessary repairs, replacements or improvements to the Properties if (i) such failure relates to a portion of a Property subject to an Initial Improvement Project set forth in Section 7.1.4, and (ii) such failure to repair, replace or improve such component of a Property was directly caused by the failure of Landlord to fund such Initial Improvement Project.

5.2.5 Intentionally Omitted.

5.2.6 Legal Actions. Manager may engage attorneys and other advisors, with Tenant’s prior approval, to represent the Tenant, Manager and the applicable Property in the protection or defense of all operational matters, and to protect the assets and interests of such Property. Such action shall be in Tenant’s and/or Manager’s name as necessary.

5.2.7 Government Regulations/Mortgages/Licenses, Permits and Accreditations. Manager shall comply with and cause each Property to comply with in all material respects all applicable statutes, ordinances, laws, rules, regulations, or orders of any governmental or regulatory agencies and the terms and provisions of the applicable Lease. Manager shall make application, obtain, maintain and renew in the name of the Property, Tenant or Manager as necessary or desirable, all licenses, permits, governmental approvals, and accreditations (e.g., health permits, boiler permits, fire permits, and if applicable to the extent required pursuant to Legal Requirements, liquor licenses) required in connection with the management and operation of the Property. Manager shall use commercially reasonable efforts to comply with any Property operating covenants contained in any mortgage or deed of trust affecting the Property as of the Effective Date or thereafter.

5.2.8 Accounting Services. Manager shall establish and maintain a uniform accounting system, internal controls and reporting systems in accordance with the standard industry accounting practices and generally accepted accounting principles for the Properties (the “Accounting Principles”). Manager shall coordinate the setup of all requisite computer hardware and software for the operation of each Property. Manager shall pay, as an Expense, when due all assessments, taxes, charges, levies, fees and other impositions and charges of every kind and nature applicable to each Property, and prepare and file all applicable returns required with respect to such taxes, assessments, impositions or charges excluding, however, any (i) income tax or franchise tax returns required to be filed by Tenant and (ii) any challenges to any real property or other ad valorem taxes, initiated by Tenant.

5.2.9 Reports. Manager shall deliver by email each Monday, to Landlord, Tenant and to such additional persons as Tenant may designate from time to time, a weekly operating report detailing the golf rounds played and revenue by category achieved by each Property during the previous week. Beginning with the first Friday of the Term and every other Friday thereafter,

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Manager shall provide to Landlord and Tenant a pace report detailing business, whether closed or pending, with respect to tournaments and social catering events for the current and future calendar years. Manager shall also provide Landlord and Tenant with Financial Statements for the each Property on a monthly basis within fifteen (15) days of the end of each Fiscal Month with complete financial statements of each Property, which shall include an income (or profit and loss) statement, in a format approved by Landlord, which compares actual performance to budgeted performance and actual performance compared to the prior Fiscal Year, sources and uses of funds, an operating balance sheet showing the results of the operation of the Property for the immediately preceding month and for the Fiscal Year to date, (i) interim Financial Statements, (ii) a General Manager’s summary report covering material operating issues, balance sheet movements and accounts receivable aging, (iii) a twelve (12) month rolling cash flow projection, and such other information as mutually and reasonably agreed upon by Landlord, Tenant and Manager in a format reasonably acceptable to Landlord. With respect to the Financial Statements for any Fiscal Month that coincides with the last month of a fiscal quarter, such Financial Statements shall be certified to Landlord and Tenant by the Chief Financial Officer of Manager. Manager shall provide to Landlord and Tenant, within sixty (60) days after the close of each Fiscal Year, a Financial Statement certified by the Chief Financial Officer of Manager showing in detail the financial activities of each Property for the Fiscal Year then ended, together with, and including without limitation, profit and loss statement, balance sheet, sources and uses of funds, income statement, a budget variance analysis, report indicating balance in Capital Reserve Account, accounts receivable statement and a statement of the Net Operating Income achieved by the Property and the NOI Fee, if any, all consistent with the Accounting Principles and in a format reasonably acceptable to Landlord.

5.2.10 Sarbanes Oxley. Manager hereby agrees to provide Landlord reasonable access to each Property, including the books and records, and reasonable assistance necessary to Landlord that will allow Landlord to conduct activities necessary to satisfy such responsibilities, including, but not limited to, the activities stipulated by the Public Company Accounting Oversight Board in its release 2004-1, or other similarly promulgated guidance by other regulatory agencies. Manager shall be reimbursed for all of its reasonable expenses incurred for all such services and assistance requested by Landlord. Manager agrees to provide, at Landlord’s request and expense, evidence of Manager’s documented policies, if any, regarding “whistle-blower” procedures and regarding the reporting of fraud or misstatements involving financial reporting of each Property.

5.2.11 Bank Accounts. Manager shall maintain in the Manager’s name (except for the Capital Reserve Account which shall be in Landlord’s name as set forth in Section 7.1.3) the Bank Accounts provided in Article 7.

5.2.12 Inspections and Audits. Landlord and Tenant, or their respective agents, shall have the right but not the obligation to inspect each Property at any time and to inspect and/or audit or to cause an independent audit of the books and records of such Property at such party’s expense; provided, however, that such party shall use commercially reasonable efforts to conduct any such inspections and/or audits in such a way as to not materially interfere with the operation of the Property in the ordinary course of business. Manager specifically acknowledges and agrees that Landlord shall have the right to inspect and audit the books and records of Manager in accordance with the terms and conditions of the applicable Lease. Upon the expiration of the Term, Manager shall provide Tenant and Landlord a copy of all books and records regarding the operation of each Property during the Term.

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5.2.13 Management Information System Services. Manager acknowledges that Tenant has developed proprietary materials, to which Manager may be made privy. Accordingly, Manager agrees to keep confidential (except as legally required) the content of any proprietary materials, including, but not limited to, manuals, programs, marketing and promotional materials, and training materials (the “Information”). Upon request or termination of this Agreement, all Information shall be returned to Tenant. Tenant shall own any Information developed during the Term for the benefit of the Property and may use such Information in the ongoing operation of the Properties following the expiration or earlier termination of this Agreement, or transfer the Information to the applicable Landlord. Information shall not include information that (i) was previously known to Manager or any of its Affiliates (other than from a disclosing party), or (ii) is available or, without the fault of Manager or any of its Affiliates, becomes available to the general public, or (iii) is lawfully received by Manager or its Affiliates from a third party that, to Manager’s knowledge, is not bound by any similar obligation of confidentiality.

5.2.14 Deposit of Revenues. Subject to the terms of Section 5.2.18, Manager shall initially deposit all Gross Revenues achieved by each Property into the Depository Account for such Property. Funds in the each Depository Account shall be managed in accordance with Article 7.

5.2.15 Capital Reserve Payment. Manager shall deposit no later than the tenth (10^th) business day of the following Fiscal Month an amount equal to one twelfth (1/12) of three percent (3%) of Revenues into the Capital Reserve Account established for such Property (the “Capital Reserve Payment”). The amounts to be deposited to the Capital Reserve Account shall be cumulative so that in the event there is not a sufficient amount of Gross Revenue generated in a particular Fiscal Month to make the Capital Reserve Payment for such Fiscal Month the amount of the deficiency shall be carried forward and added to the Capital Reserve Payment for the subsequent Fiscal Month(s) until the deficiency is paid. During the Term, up to one third (1/3) of such Capital Reserve Payment may be applied to golf cart and equipment leases.

5.2.16 Employees. All employees of the Properties shall be the employees of Manager; however, all salaries, wages, employee benefits (including profit sharing and 401K plans) insurance premiums, payroll taxes, training costs, hiring and moving expenses, staffing costs, costs of defending employee claims, settlement costs, payment of employment claims (other than any employment claim subject to Manager’s indemnification obligation contained in Section 11.2) and any other employee expense or compensation (collectively, the “Employee Expenses”) shall be included as an Expense and shall be set forth in the applicable Budget. Benefit plans for the benefit of employees may be joint plans for the benefit of employees at more than one property owned, leased or managed by Manager or its Affiliates. The administrative expenses of any joint plans will be equitably apportioned by Manager among properties covered by such plan based on the number of employees at the Property versus the number of employees participating in such joint plan overall.

5.2.17 Insurance. Manager shall obtain insurance of the types and in the amounts set forth on the attached Schedule 5.2.17 from an underwriter(s) licensed to do business in the state where the applicable Property is located, the cost of which shall be an Expense. All policies shall name Tenant as an additional insured, or insured as Tenant’s interest may appear. Manager shall furnish to Tenant and Landlord certificates of insurance evidencing such insurance on or before the Commencement Date, and shall thereafter furnish certificates upon request. Manager shall provide Tenant and Landlord with thirty (30) days’ written notice of any material change, termination or cancellation of any policy.

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5.2.18 Annual Prepaid Dues. Commencing with prepaid dues received for calendar year 2013, Manager hereby agrees to deliver, promptly upon receipt by Manager, all Annual Prepaid Dues (as defined in the applicable Leases) to Tenant so that Tenant may comply with the terms of Section 22.2 of certain of the Leases, and Tenant hereby agrees to deliver, promptly upon receipt by Tenant from Landlord, all monthly installments of such Annual Prepaid Dues to Manager, which monthly installments shall be deemed to be Gross Revenues when received by Manager. Notwithstanding the foregoing, Tenant hereby directs Manager to deliver all Annual Prepaid Dues directly to Landlord, in lieu of delivering such amounts to Tenant for Tenant to deliver to Landlord pursuant to Section 22.2 of the applicable Leases. Further, Tenant hereby covenants with Manager to direct Landlord to deliver monthly installments of the Annual Prepaid Dues directly to Manager in lieu of Landlord delivering such amounts to Tenant for Tenant to then deliver to Manager pursuant to this Section 5.2.18.

5.2.19 Aged Receivables. Tenant and Manager acknowledge that approximately $1,000,000 in aggregate receivables for the Properties remain outstanding as of the Commencement Date (the “Pre-Term Receivables”), a schedule of which are attached hereto as Schedule 5.2.19. All Pre-Term Receivables shall remain the property of Tenant, however, Manager shall use good faith, commercially reasonable efforts to collect such Pre-Term Receivables on behalf of Tenant. In consideration of such efforts, Manager shall have the right to retain the following amounts of any such Pre-Term Receivables collected by Manager during the Term: (i) ten percent (10%) of any Pre-Term Receivables aged thirty (30) days or less as of the Commencement Date, (ii) fifteen percent (15%) of any Pre-Term Receivables aged over thirty (30) days but less than sixty (60) days as of the Commencement Date and (iii) twenty percent (20%) of any Pre-Term Receivables aged sixty (60) days or more as of the Commencement Date (the “Collection Fee”). Manager shall have the right to retain such amounts even if such Pre-Term Receivable had been first submitted to a collection agency by Manager or Tenant, provided Manager’s percentage shall be net of any fee charged by such collection agency. If any Pre-Term Receivables remain uncollected by Manager sixty (60) days following the Commencement Date (the “Remaining Pre-Term Receivables”), Tenant may move the collection efforts for the Remaining Pre-Term Receivables to a collection agency of Tenant’s choosing, and Manager shall not be eligible to receive a Collection Fee on the Remaining Pre-Term Receivables. The Pre-Term Receivables shall not be deemed to be Gross Revenues, and Manager shall deliver the Pre-Term Receivables (less the amounts set forth in the previous sentence) to Tenant promptly after receipt by Manager.

5.2.20 Payables. Tenant hereby acknowledges that Manager shall have no liability with respect to any payables outstanding with respect to any Property as of the Commencement Date for such Property. Tenant shall be responsible for all obligations and liabilities with respect to accounts payable related to the Properties outstanding as of the Effective Date or attributable to the period prior to the Effective Date. Such accounts payable shall not be transferred to or assumed by Manager and Tenant shall indemnify Manager against any claim or liability incurred by Manager with respect to such accounts payable. Tenant hereby agrees to satisfy all accounts payable set forth on the attached Schedule 5.2.20 on or before five (5) Business Days following the Commencement Date for the applicable Properties to which such payables apply.

5.3 Other Duties and Prerogatives. Subject to the terms of this Agreement, the Budgets and the Major Decisions, Manager shall have all the prerogatives ordinarily accorded a manager in the ordinary course of commerce, including, but not limited to, the collection of proceeds from the operation of the Properties, the incurring of trade debts, the approval and payment of obligations, and the negotiating and signing of operating leases and contracts.

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5.4 Membership Documents. The terms of this Section 5.4 shall apply to any Property that is subject to Membership Documents. The Membership Documents may be amended by Manager in accordance with the terms thereof from time to time, at Manager’s sole discretion, and any rules and regulations, membership agreements and financing addenda related thereto and any and all other documents governing the Golf Club, provided any such amendment is not material in nature and further provided that a copy of any such amendment is provided to Tenant and Landlord within ten (10) days of its adoption. Any material amendment to the Membership Documents shall require Tenant’s and Landlord’s prior written consent. An amendment to the rules and regulations governing usage of the Golf Club shall not be subject to the Tenant’s and Landlord’s approval; provided such amendment is customary and generally in conformity to other Comparable Clubs and may be amended or terminated at any time by the Manager or any subsequent operator of the Golf Club. For purposes hereof, an amendment to the Membership Documents shall be deemed to be a “material” amendment if it relates to (i) the refundability of membership fees or membership deposits, (ii) any restriction or covenant that runs with or binds the Property or Landlord, (iii) the nature of the Golf Club as an equity or non-equity club, (iv) any amendment which purports to or may create contractual liability to the Landlord, or (v) any life or other term membership with reduced dues or no dues requirements. Notwithstanding the foregoing, the creation of non-equity and/or nonrefundable memberships shall not be deemed to be “material” for purposes of this Section 5.4. Subject to the terms of Section 11.1 hereof, Tenant shall protect, indemnify, pay, save and hold harmless Manager for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Manager by reason of any liability related to the refund of deposits, securities violations, or other liabilities associated with the Membership Documents (a) arising or accruing prior to the Commencement Date, or (b) arising after the Commencement Date from any act of Tenant, its employees, agents or contractors with respect to such Membership Documents. For purposes of this Section 5.4, the terms “Membership Documents” and “Golf Club” shall have the meanings ascribed to such terms in the applicable Lease.

5.5 Authority. Subject to the applicable Major Decisions and the other terms and conditions of this Agreement, Manager shall have the authority to manage and operate each Property and to direct, control, and implement all policies, procedures, operational programs, standards of service, and pricing with respect to the operation of each Property. Manager’s authority, discretion, and control in matters relating to the management and operation of the Properties shall extend to and include, without limitation, determining and establishing greens and cart fees, food and beverage prices, and any other charges and fees, the collection of all revenues from the operation of the Properties, the development and implementation of employment policies, the maintenance of bank accounts, the procurement of inventories, supplies, and services, and the promotion and marketing of each Property. Manager shall not make any Major Decisions or take any actions with respect to Major Decisions except for those specifically authorized by the applicable Budget or otherwise approved in advance by Tenant or by Landlord pursuant to Section 2.2.

5.6 Emergency Condition. Notwithstanding the foregoing, in the event during the Term of this Agreement, a condition should exist in, on, or about any Property of an emergency nature which reasonably requires immediate action to preserve and protect such Property, or to protect such Property’s guests, members, or employees, Manager is authorized to take all steps and to make all expenditures reasonably necessary to repair and correct any such condition, whether or not provisions have been made in the applicable Budgets for any such expenditures. Manager shall give prompt notice to Tenant and Landlord of any such condition as soon as possible.

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ARTICLE 6.

TENANT’S DUTIES

6.1 Tenant Funding. Tenant shall deposit into the Depository Account, or deliver to Manager for Manager to deposit into the Depository Account, in accordance with the time periods described below, the following categories of funds to be used by Manager to operate and maintain the Property in accordance with the terms recited herein.

6.1.1 Inventory/Working Capital Allowance. No later than one (1) business day following the Commencement Date, Tenant shall deposit into the applicable Depository Account (i) an amount equal to the Initial Cash Balance and (ii) an amount (the “Inventory Allowance”) equal to the amount by which the value of the par pro shop inventory for each Property as set forth on Exhibit A (the “Par Pro Shop Inventory”) exceeds the value of pro shop inventory at the Properties as of the Commencement Date. Manager agrees to use the Initial Cash Balance for Working Capital (as defined in the applicable Lease), and the Inventory Allowance for purchase of pro shop inventory with respect to the applicable Property. Upon expiration or earlier termination (including partial termination) of this Agreement, Manager shall surrender the Properties to Tenant with pro shop inventory in place at the level of Par Pro Shop Inventory, and levels of other categories of inventory at such levels as existed as of the Commencement Date.

6.1.2 Prepaid Membership Allowance. Tenant shall provide Manager an amount equal to approximately $4,328,637, which amount represents the prorated amount of all prepaid membership dues for 2012 previously collected by Tenant for the Properties, which amount shall be delivered by Tenant in equal monthly installments of $541,079.63 commencing on the Commencement Date through the end of Fiscal Year 2012 (the “Prepaid Membership Allowance”). The Prepaid Membership Allowance shall be allocated amongst those Properties from which Tenant originally collected such prepaid membership dues, and such monthly amount shall be deemed to be part of Gross Revenues for each such Property when received.

6.1.3 Event Deposit Transfer. Prior to the Commencement Date, Tenant collected approximately $1,956,238.00 in event deposits with respect to certain Properties that pertain to events scheduled to occur following the Commencement Date, including but not limited to prepaid deposits for any tournaments, outings, banquets or other reservations. Tenant shall provide such deposits to Manager within five (5) business days of Tenant’s receipt of Manager’s written notice (to be delivered no more frequently than monthly) of such amounts having become earned pursuant to the terms of such event agreements, which notice shall include reasonably acceptable supporting documentation of the amount so earned (the “Event Deposit Transfer”). Manager shall treat such amounts as Gross Revenue at such time as Manager receives such amounts from Tenant, or, if and as applicable, shall refund such deposits from the Event Deposit Transfer pursuant to the terms of the applicable event agreements.

6.1.4 Redemption Liabilities Reimbursement. Manager and Tenant acknowledge that certain Properties are subject to gift card/gift certificate liabilities, membership dues credits or discounts granted prior the Commencement Date but first applicable following the Commencement Date, “credit book” liabilities (i.e., golf shop merchandise redemption liabilities), Eagle Cards, trail fees, passes, rain checks, discounted fees for locker, handicap, hole in one, tournament entry, private cart, private storage and bag storage as well as credits, discounts or play privileges granted under any barter agreements, member referral program, Player Development Program, gift certificates, range fees, complimentary cards and passes, multi-play cards, prepaid golf lessons, food and beverage vouchers and use privileges, undisclosed discounts and/or free giveaways, with respect to such Properties in the amount of approximately

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$1,937,594.00. Tenant shall reimburse Manager for any such liabilities redeemed by members or customers of such Properties within five (5) business days of Tenant’s receipt of Manager’s written request therefore (to be delivered no more frequently than monthly), which request shall include reasonably acceptable supporting documentation of the amount redeemed by such members/customers. Any sales related to such reimbursements shall be treated as Gross Revenues for the applicable Properties. Manager and Tenant also acknowledge that any expenses prepaid prior to the Effective Date shall be remitted by Manager to Tenant. Tenant shall promptly reimburse Manager for all real and personal property taxes for 2012 when due and payable that accrued prior to the Commencement Date for the applicable property. Manager agrees to accept all such redemption liabilities when presented. No later than thirty (30) days following the Commencement Date, Tenant shall reimburse Manager for all utility bills for the Properties paid by Manager but relating to periods prior to the Commencement Date.

6.1.5 Operating Deficits. Manager hereby acknowledges and agrees that, in consideration of the disbursements and reimbursements set forth in this Section 6.1, Tenant shall not be responsible or liable for any Operating Deficits or any other liabilities incurred at any Property resulting from Expenses incurred and Revenues generated from and after the applicable Commencement Date.

6.1.6 Tenant Direction and Authorization. With respect to all notices and amounts to be delivered pursuant to Section 6.1.1, Section 6.1.2, Section 6.1.3 and Section 6.1.4, Tenant hereby (i) directs Manager to deliver any such notice directly to the applicable Landlord, in lieu of delivering such notice to Tenant for Tenant to deliver to Landlord, and (ii) covenants with Manager to direct each Landlord to deliver the amounts and installments referenced in such sections directly to Manager in lieu of Landlord delivering such amounts to Tenant for Tenant to then deliver such amounts to Manager.

6.2 Environmental Remediation. Throughout the Term, if Manager becomes aware of the presence of any Hazardous Material in a quantity sufficient to require remediation or reporting under any Environmental Law in, on or under any Real Property or if Manager, Tenant, or Property becomes subject to any order of any federal, state or local agency to investigate, remove, remediate, repair, close, detoxify, decontaminate or otherwise clean up such Real Property, Manager shall, at Tenant’s request and sole expense, use all commercially reasonable efforts, as approved by Tenant, to carry out and complete any required investigation, removal, remediation, repair, closure, detoxification, decontamination or other cleanup of such Real Property; provided that such remediation activities shall be at Manager’s expense if such activities are required as a direct consequence of Hazardous Material being present in, on or under such Real Property solely as a result of the negligent or willful actions undertaken by Manager or any Manager Related Parties. Tenant acknowledges and agrees that Tenant shall be solely responsible for any legal or other liability arising out of the presence of any Hazardous Material in, on or under any Real Property that occurred during the period of Tenant’s interest in such Property, provided, however, Tenant shall not be responsible for any liability arising out of the presence of any Hazardous Material in, on or under any Real Property that occurred following the Effective Date except to the extent such Hazardous Material becomes present in, on or under such Real Property after the Commencement Date as a result of the acts of Tenant, its agents, employees or contractors.

6.3 Compliance with Laws. Manager shall operate each Property in compliance with all applicable governmental regulations and Tenant shall take all actions required of Tenant to maintain each Property in compliance with all governmental regulations and the applicable Lease.

6.4 Licenses, Permits, and Accreditations. Tenant and Manager shall hold or will use commercially reasonable efforts to hold on or prior to the Commencement Date all approvals and permits,

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including the building occupancy permits, but excluding all operational and liquor licenses (if applicable) to be obtained and maintained by Manager. Tenant shall cooperate with Manager as necessary to enable Manager to procure and/or transfer and maintain all licenses, permits, or authorizations necessary for the operation of each Property, including but not limited to, the liquor license, and in no event shall Tenant charge a fee or require compensation for the transfer of any permits or licenses to Manager (or, in the event compensation is required by Legal Requirements for such transfer, for nominal consideration only). Any one-time fees to transfer any such permits or licenses shall be the obligation of Manager as an Expense, not to exceed $178,500. Manager acknowledges and agrees that upon any termination or partial termination of this Agreement with respect to any Property, Manager shall use commercially reasonable efforts to transfer any such permits and licenses to Tenant or Landlord, or their designees, promptly following such termination and without fee or compensation to Manager (or, in the event compensation is required by Legal Requirements for such transfer, for nominal consideration only).

ARTICLE 7.

BANK ACCOUNTS

7.1 Bank Accounts. The following bank accounts shall be established and maintained by Manager, and shall be subject to Tenant’s audit and inspection (the “Bank Accounts”):

7.1.1 Depository Account. Manager shall establish, in Manager’s name, utilizing the federal tax identification number of Manager, a depository account (the “Depository Account”) for each Property. The records and bank statements of such accounts shall be subject to inspection by Tenant and Landlord pursuant to the terms recited herein. All Gross Revenues shall be collected, received, and deposited by Manager exclusively through the applicable Depository Account in accordance with the terms of this Agreement.

7.1.2 Master Disbursement Account. Expenses shall be handled and expended through a central disbursing account under the name and federal tax identification number of the Manager (the “Master Disbursement Account”). Manager shall transfer funds from the Depository Accounts to the Master Disbursement Account to pay Expenses, the Corporate Overhead Reimbursement, the NOI Fee, the Sale Property Fee, the Capital Reserve Payment and all Rent due under the Leases (excluding any Sale Property and other Property for which this Agreement has been terminated pursuant to the terms hereof) and any other amounts permitted under this Agreement.

7.1.3 Capital Reserve Account. Manager shall utilize the bank account for each Property established in Landlord’s name to pay Capital Expenditures pursuant to the applicable approved Capital Improvement and Replacement Budget (the “Capital Reserve Account”) or as otherwise provided herein. Notwithstanding anything to the contrary recited herein, in the event any lender of Landlord or Tenant requires the maintenance of a reserve or replacement account, the lender reserve or replacement account shall be credited against the requirements of the Capital Reserve Account set forth herein. Manager acknowledges that all funds in each Capital Reserve Account shall remain the property of the applicable Landlord throughout the Term.

7.1.4 Initial Improvement Project. Tenant and Manager acknowledge and agree that during the first 12 months after the Commencement Date, Manager and/or Landlord shall complete certain capital improvements at the Properties, as more particularly set forth on Schedule 7.1.4 attached hereto (the “Initial Improvement Project”). Tenant and Manager further acknowledge and agree that Manager shall coordinate such Initial Improvement Project directly with Landlords, and Manager shall be reimbursed by Tenant for the costs and expenses of the Initial Improvement Project (the “Initial Improvement Project Costs”) incurred by Manager

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within five (5) business days of Tenant’s receipt of Manager’s written request therefore, which request shall include reasonably acceptable supporting documentation of the respective amount. Tenant hereby directs Manager to deliver such written requests directly to Landlord, and Covenants with Manager to direct Landlord to deliver such reimbursements directly to Manager in lieu of Landlord delivering such amounts to Tenant and Tenant delivering such amounts to Manager.

ARTICLE 8.

COMPENSATION OF MANAGER

8.1 Corporate Overhead Reimbursement. During the Term of this Agreement, Manager shall be entitled to an amount for each Fiscal Year equal to three percent (3%) of Gross Revenues achieved by all Properties other than the Sale Properties for such Fiscal Year (the “Corporate Overhead Reimbursement”). The Corporate Overhead Reimbursement will be payable from the Master Disbursement Account within ten (10) days following the end of each Fiscal Month during the Term, and if this Agreement shall expire or otherwise terminate on a date other than the last day of a Fiscal Month, within ten (10) days of the date of termination or expiration of this Agreement.

8.2 NOI Fee. In addition to the Corporate Overhead Reimbursement described above, Manager shall be paid the NOI Fee, if any. The NOI Fee shall be paid from the Master Disbursement Account. Seventy five percent (75%) of the NOI Fee, if any, shall be due and payable to Manager on a quarterly basis upon the tenth (10th) day following Tenant’s receipt of the Financial Statements applicable to such calendar quarter, and the balance of the NOI Fee shall be paid and trued up on an annual basis upon the tenth (10^th) day following Tenant’s receipt of the annual Financial Statements for such Fiscal Year (commencing with the receipt of the Financial Statements for Fiscal Year 2012) to be delivered by Manager to Tenant pursuant to Section 5.2.9.

8.3 COI Margin Incentive Fee. In addition to the Corporate Overhead Fee and NOI Fee described above, Manager shall be paid a fee in the amount of One Million and No/100 Dollars ($1,000,000.00) if the Properties (other than the Sale Properties or any other Property for which this Agreement has been terminated pursuant to the terms hereof) achieve a COI Margin in excess of the COI Threshold during the trailing twelve (12) consecutive months prior to the expiration or earlier termination of this Agreement (but not any extension of the Term pursuant to Section 12.5) (the “COI Margin Incentive Fee”). By way of example, please refer to Exhibit C attached hereto for purposes of computation of the COI Margin Incentive Fee. The COI Margin Incentive Fee shall be paid to Manager in accordance with the terms of Section 15.2.

8.4 Deferred Management Fee. In addition to the other amounts set forth in this Article 8, Manager shall be paid the Deferred Management Fee upon the expiration of the Term or earlier termination (but not partial termination) of this Agreement that occurs for any reason other than an Event of Default by Manager. The Deferred Management Fee shall be payable to Manager in accordance with the terms of Section 15.2.

8.5 Cash Balance Retention. Upon expiration of the Term, Manager shall be entitled to apply the then current Cash Balance of the Properties against amounts due at termination to Manager for the NOI Fee and the Deferred Management Fee in accordance with the terms of Section 15.2.

8.6 Receivables and Initiation Receivables. Upon the expiration or earlier termination of this Agreement (including any partial termination of this Agreement) that occurs for any reason other than a

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Manager Event of Default, Manager shall retain the right to receive fifty percent (50%) of any non-refundable Net Initiation Fees receivables of any nature which were generated by Manager during the Term at such Properties subject to the termination but which are scheduled for collection in years following the expiration or termination of the Agreement. Manager shall also retain the right to receive all other receivables which were generated by Manager during the Term at the Properties, which amounts shall not be duplicative of any other amount due to Manager hereunder. Notwithstanding the foregoing, all amounts due to Manager under this Section 8.6 shall be paid to Manager only when such receivables or revenues from such Initiation Fees are actually collected by Landlord or any successor owner, tenant or manager of such Properties.

8.7 Sale Property Fee. During the Term, Tenant shall pay Manager an amount equal to Fifty Thousand and No/100 Dollars ($50,000.00) each calendar year (and prorated for any partial calendar year during the Term for each Sale Property subject to this Agreement (the “Sale Property Fee”). The Sale Property Fee will be payable in equal monthly installments of $4,166.66 from the Master Disbursement Account on the first (1^st) day of each Fiscal Month during the Term. With respect to the Sale Properties, the Sale Property Fee shall be payable in lieu of, and not in addition to, the Corporate Overhead Fee, the COI Margin Incentive Fee, the Cash Balance Retention, the Initiation Receivables and the Deferred Management Fee with respect to the Sale Properties.

8.8 Survival. The terms of Article 8 shall survive the expiration or earlier termination of this Agreement.

ARTICLE 9.

TENANT’S AND MANAGER’S COVENANTS AND REPRESENTATIONS

9.1 Tenant’s Covenants and Representations. Tenant hereby covenants, represents, and warrants to Manager that as of the Effective Date, throughout the Term and on the Commencement Date the following:

9.1.1 Existence, Authority and Conflict. Tenant is duly formed, validly existing and in good standing in the State of Delaware with full power and authority to enter into this Agreement. This Agreement has been duly executed and delivered by Tenant and constitutes a valid and binding obligation of Tenant, enforceable in accordance with its terms.

9.1.2 Governmental Matters/Suits. Except as otherwise set forth on Schedule 9.1.2, Tenant has not received any notice, written or otherwise, from any governmental agency requiring the correction of any condition with respect to any Property which might be in material violation of any Governmental Regulation and which has not been previously resolved. Tenant has received no notice and has no knowledge of any pending material improvements, liens, or special assessments to be made against any Property by any governmental agency or authority. Tenant has not received any notice, written or otherwise, from any party of any litigation or other legal action against or regarding Tenant or any Property, which, if adversely determined would reasonably be expected to have a material effect on the operations of any Property, which notice Tenant has not previously disclosed to Manager. Tenant has no knowledge of the presence of any Hazardous Material in a quantity sufficient to require remediation or reporting under any Environmental Law in, on or under any Real Property

9.1.3 Permits. Tenant shall cooperate fully with Manager as reasonably necessary to enable Manager, if required by local or state law, to procure and/or transfer and maintain all licenses, permits, or authorizations reasonably necessary for the operation of each Property.

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9.1.4 Documentation. If necessary to carry out the intent of this Agreement, Tenant agrees to execute and provide to Manager, on or after the Commencement Date, any and all other instruments, documents, conveyances, assignments, and agreements which Manager may reasonably request in connection with the operation of the Properties.

9.2 Manager’s Covenants and Representations. Manager makes the following covenants and representations to Tenant, which covenants and representations shall, unless otherwise stated herein, survive the execution and delivery of this Agreement:

9.2.1 Corporate Status. Manager is a limited liability company duly organized, validly existing, and in good standing under the laws of Florida, and authorized to transact business in all states where the Properties are located, with full corporate power to enter into this Agreement and execute all documents required hereunder.

9.2.2 Ownership Structure. The owners of all beneficial interests in Manager, and each owner’s respective percentages, are set forth on the attached Exhibit D. Beneficial ownership interests in Manager may be conveyed, transferred or assigned at any time and from time to time without Tenant’s prior written consent so long as The Staples Corporation shall, individually or collectively, directly or indirectly, own not less than 51% of such beneficial interests and either Charles Staples or Michael Miraglia shall be the chief executive or chief operating officer of Manager. Upon Tenant’s request from time to time during the Term, Manager shall provide a certificate executed by an officer of Manager setting forth the owners of all beneficial interests in Manager, and each owner’s respective percentage interest in Manager.

9.2.3 Authorization. The making, execution, delivery, and performance of this Agreement by Manager has been duly authorized and approved by all requisite action of the members and/or board of managers (as applicable) of Manager, and this Agreement has been duly executed and delivered by Manager and constitutes a valid and binding obligation of Manager, enforceable in accordance with its terms.

9.2.4 Effect of Agreement. Neither the execution and delivery of this Agreement by Manager nor Manager’s performance of any obligation hereunder (i) will constitute a violation of any law, ruling, regulation, or order to which Manager is subject, or (ii) shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document to which Manager is a party or is otherwise bound.

9.2.5 Documentation. If necessary to carry out the intent of this Agreement, Manager agrees to execute and provide to Tenant, on or after the Effective Date, any and all other instruments, documents, conveyances, assignments, and agreements which Tenant may reasonably request in connection with the operation of the Properties.

ARTICLE 10.

INTENTIONALLY OMITTED

ARTICLE 11.

INDEMNIFICATION

11.1 Tenant’s Indemnification Obligations. Except as otherwise provided in Section 11.2, Tenant shall pay, defend, indemnify and hold Manager and its Affiliates and each of their shareholders, members, officers, directors, managers, employees, agents, and representatives (the “Manager Related Parties”) harmless of and from all liability, loss, damage, cost, or expense (including, without limitation,

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reasonable attorneys’ fees and expenses), including those of any employee of Tenant, or any customer, member, invitee, or licensee of Tenant, arising from (i) the operation of the Property by Tenant prior to the Commencement Date and (ii) any breach of Tenant’s covenants and representations set forth in Section 9.1. Notwithstanding the foregoing, Tenant does not indemnify Manager against any claims, demands, damages, losses or liability arising from acts or omissions of any of Tenant’s predecessors in title or any third party with whom Tenant was not in privity, including any acts or omissions of any nature resulting in the environmental condition or damage or with respect to any physical condition of the Property, that occurred prior to Tenant’s interest in the applicable Property. If Tenant shall fail to pay any amount due to Manager under this Section 11.1, and such failure continues following written demand by Manager to Tenant beyond any applicable cure period set forth in Section 13.2.2, then Manager shall have the right to offset such amount against Rent payable by Manager hereunder, provided, however, any such amounts offset by Manager pursuant to this sentence shall not relieve Tenant of Tenant’s obligation to pay Rent under the Leases (exclusive of any Sale Property or any other Property for which this Agreement has been terminated pursuant to the terms hereof).

11.2 Manager’s Indemnification Obligations. Manager shall pay, defend, indemnify and hold Tenant, Tenant’s Affiliates, and each of their shareholders, members, officers, directors, managers, employees, agents, and representatives (the “Tenant Related Parties”) harmless of and from all liability, loss, damage, cost, or expense (including, without limitation, reasonable attorneys’ fees and expenses) from any and all claims, actions, demands, damages, losses or liability, including those of any employee of Manager, or any customer, member, invitee or licensee of Manager or the Property, arising from (i) the operation of the Property by Manager on or after the Commencement Date, unless arising directly from the negligent or willful act of Tenant (where Tenant’s failure to respond to a request for approval from Manager shall not be deemed to be a negligent or willful act); (ii) any breach of Manager’s covenants and representations set forth in Section 9.2 that occurs on and/or after the applicable Commencement Date; or (iii) corporate or company matters of Manager or its Affiliates, to the extent such matters are not directly related to the Properties.

ARTICLE 12.

SALE OR ASSIGNMENT SALE OR ASSIGNMENT AND OPTION TO TERMINATE

12.1 Assignment of Agreement. Except as expressly provided herein, this Agreement and any documents executed in connection herewith may not be assigned by Manager without the prior written consent of Tenant and Landlord, which consent may be withheld in each of Tenant’s and Landlord’s sole discretion (subject to the provisions of Section 2.2 with respect to any dispute between Tenant and Manager). The transfer of control of more than fifty percent (50%) of the ownership of Manager or The Staples Corporation shall be deemed to be an assignment for purposes of this Section. In the event Tenant consents to an assignment of this Agreement by Manager, such consent shall not be deemed to be a consent to any further assignment of this Agreement.

12.2 Tenant’s Sale or Assignment. Tenant may, in accordance with the terms and provisions hereof, sell, transfer, assign, or otherwise convey its interest in the Properties subject to this Agreement and assign this Agreement to an assignee of all of Tenant’s leasehold interests in and to the Properties, provided that such assignment is permitted pursuant to the terms of the Leases. Any such assignee shall assume the obligations of Tenant under this Agreement arising from and after such assignment unless this Agreement is terminated pursuant to Section 12.3.

12.3 Tenant’s Option to Terminate.

12.3.1 Tenant shall have the option to partially terminate this Agreement during the Term with respect to any Sale Property, effective upon thirty (30) days’ prior written notice to

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Manager and the payment of any amounts due Manager through the termination date pursuant to the terms of this Agreement, including, but not limited to the terms of Section 8.7, provided that no Termination Fee shall be payable to Manager as a result of Tenant terminating a Sale Property pursuant to this Section 12.3.1.

12.3.2 Tenant shall also have the option to partially terminate this Agreement during the Term with respect to any other Property, or all other Properties, effective upon sixty (60) days’ prior written notice to Manager and compliance with the terms of Section 12.5 and Section 15.2, and the payment of the Termination Fee to Manager and, if applicable, the Rent, Build Out and FF&E Fee; provided, however, no Termination Fee shall be due to Manager in the event of such partial or complete termination if such termination is in connection with the concurrent termination of the applicable Lease with respect to all such affected Properties and the applicable Landlord has elected to enter into a replacement management agreement for such affected Property or Properties with Manager in the form attached hereto as Exhibit E to be effective upon such partial termination of this Agreement (each, a “Replacement Management Agreement”). If Landlord so elects to enter into a Replacement Management Agreement with Manager pursuant to the previous sentence, Landlord and Manager shall each execute and deliver such Replacement Management Agreement prior to the termination of this Agreement with respect to such Property.

12.3.3 Subject to the terms of Section 12.5 below, if Tenant elects to terminate this Agreement pursuant to Section 12.3.2 above with respect to all Properties to which this Agreement then-applies prior to December 31, 2014, then Tenant, in addition to other amounts due to Manager under this Agreement, shall reimburse Manager for the following amounts (as more particularly set forth on Schedule 12.3.3 attached hereto) (collectively, the “Rent, Build Out and FF&E Fee”): (a) the amount of rental expense for office space specifically acquired by Manager to perform its obligations under this Agreement that shall be incurred by Manager from the date of such termination through December 31, 2014, which shall not exceed $46,200.00 and (b) the FF&E and build-out expense actually incurred by Manager with respect to such office space, which amount shall be prorated by multiplying such amount by a ratio, the numerator of which is the number of full calendar months following such termination through December 31, 2014, and the denominator of which is the number of full calendar months from the Effective Date through December 31, 2014; provided, however, the total amount to be reimbursed to Manager pursuant to this clause (b) shall not exceed $120,000.00. If Tenant partially terminates this Agreement with respect to any five (5) Properties other than Sale Properties, then Tenant shall pay a prorated portion of the Rent, Build Out and FF&E Fee with respect to any additional Property that is thereafter partially terminated by Tenant hereunder, in which case the prorated portion for the sixth (6^th) such Property to be terminated by Owner to include the prorated amounts of such other five (5) Properties previously terminated.

12.3.4 In the event one or more of the Properties is sold or leased to a third party resulting in a termination of one or more of the Leases and this Agreement pursuant to Section 12.3.1, Tenant shall cause the purchase and sale agreement or lease assignment with any subsequent buyer or tenant with respect to such Property or Properties to include language substantially consistent with either (at Tenant’s sole discretion) of the following provisions (each a “Subsequent Party”): either (i) “All accounts receivable for the Properties, including, but not limited to, regular operating receivables, membership receivables for dues and other member charges, and fifty percent (50%) of the membership receivables for initiation fees (the “Manager’s Initiation Fee Receivables”), which were generated during the Term of that certain Management Agreement by and between Evergreen Alliance Golf Limited and Fore Golf Management, LLC (“Manager”) by Manager (the “Management Agreement”) at the Properties (all such receivables including the Manager’s Initiation Fee Receivables, collectively,

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“Manager’s Receivables”) shall be and are hereby retained by the Manager and shall not be transferred or assigned to any Subsequent Party. The Subsequent Party covenants and agrees to use good faith efforts to actively collect the Manager’s Receivables by corresponding for a period of one hundred twenty (120) days after the subsequent party takes possession of the Property (such period being referred to as the “Active A/R Collection Period”). All receivables collected by any Subsequent Party from a member will be applied in satisfaction of such member’s receivables as they accrued. Both during and after the Active A/R Collection Period, if any Subsequent Party collects and receives any payment from a member of one of the Properties who has outstanding Manager’s Receivables, consistent with the preceding sentence the Subsequent Party shall remit such payment to Manager on a monthly basis until such time as the Manager’s Receivables for such member are paid in full. The Subsequent Party acknowledges and agrees that if Manager elects, in its sole and absolute discretion, Manager shall be permitted to exercise reasonable collection efforts, including legal action, for the Manager’s Receivables provided in the event Manager exercises such efforts during the Active A/R Collection Period, Subsequent Party shall thereafter be relieved of any obligation to continue collection efforts with respect to the Manager’s Receivables for the balance of the A/R Collection Period. The Subsequent Party shall continue to abide by any disciplinary actions or collection proceedings instituted by Manager as of the date of the termination of the Management Agreement, including, without limitation, continuing the suspension or termination of members for failure to pay Manager’s Receivables, and shall initiate disciplinary actions against members and/or shall prevent such members from rejoining, for failure to pay Manager’s Receivables that become delinquent following the termination of this Agreement, in each case to the extent such actions, proceedings, suspensions and terminations are consistent with the terms of the Membership Documents as applied during the Term. Furthermore, the Subsequent Party acknowledges and agrees that Manager is a third party beneficiary of the foregoing provisions and is entitled to enforce same against the Subsequent Party. This Section shall survive the expiration or termination of this Agreement”, or (ii) “Subsequent Party shall, upon closing and in addition to the purchase price, pay Manager for all Manager’s Receivables other than the Initiation Fee Receivables as follows: (a) 100% of all receivables aged thirty (30) days or less, (b) eighty percent (80%) of all receivables aged thirty one (31) days or up to sixty (60) days, (c) fifty percent (50%) of all receivables aged sixty one (61) days through one hundred eighty (180) days. Subsequent Party shall have no obligation to purchase any Manager’s Receivables aged over one hundred eighty (180) days, provided that Subsequent Party shall deliver any such receivables actually collected by Subsequent Party to Manager within five (5) days of Subsequent Party’s receipt thereof”, together with a provision consistent with the terms of clause (i) hereof to apply with respect to the Manager’s Initiation Fee Receivables.

12.4 Manager’s Option to Terminate. Manager shall have the option to partially terminate this Agreement during the Term with respect to any Property subject to a Material Adverse Condition, which Material Adverse Condition remains uncured or unmitigated, as the case may be, by Tenant or Landlord within sixty (60) days after Manager delivers written notice of such Material Adverse Condition to Tenant and Landlord. Such termination shall be effective upon thirty (30) days’ prior written notice to Tenant and Landlord of Manager’s election to terminate as a result of such uncured or unmitigated Material Adverse Condition, and Manager shall be entitled to the Termination Fee and the Rent, Build Out and FF&E Fee with respect to any partial termination pursuant to this Section 12.4 (a “Manager Termination”).

12.5 Termination Limitations. Notwithstanding anything to the contrary in this Agreement, any termination by Tenant as to any or all of the Properties (excluding the Sale Properties), except with respect to a termination due to Manager’s Default, shall not be effective until such time as the conditions set forth in Section 15.2 have been satisfied, and this Agreement shall remain in full force and effect until such conditions have been satisfied, during which time the Manager shall continue to be paid the Corporate Overhead Reimbursement and the NOI Fee.

12.6 Survival. The terms and provisions of this Article 12 shall survive the expiration or earlier termination of this Agreement.

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ARTICLE 13.

EVENTS OF DEFAULT

13.1 Manager’s Default. The occurrence of any of the following events on any individual Property which is not cured in the time permitted herein shall constitute a default under this Agreement (hereinafter referred to as an “Event of Default”):

13.1.1 Manager fails to satisfy any monetary obligation under this Agreement when such sum is due and fails to cure such non-payment within ten (10) calendar days after Manager receives written notice of such failure;

13.1.2 If Manager shall fail in the performance of or compliance with any of the covenants, agreements, terms or conditions contained in this Agreement and such failure shall continue for a period of thirty (30) calendar days after written notice thereof from Tenant to Manager specifying in detail the nature of such failure, or, in the case such failure cannot be cured with due diligence within thirty (30) calendar days, Manager fails to proceed promptly and with all due diligence to cure the same and thereafter to prosecute the curing of such failure with all due diligence; but in no event later than an additional ninety (90) calendar days;

13.1.3 Except as may be prohibited by the Federal Bankruptcy Act, as amended, if Manager shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal or state statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Manager or of all or any substantial part of its properties;

13.1.4 Except as may be prohibited by the Federal Bankruptcy Act, as amended, if within ninety (90) days after the commencement of any proceeding against Manager seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal or state statute or law, such proceeding shall not have been dismissed, or if within ninety (90) days after the appointment, without the consent or acquiescence of Manager, of any trustee, receiver, or liquidator of Manager or of all or any substantial part of its properties, such appointment shall not have been vacated or stayed on appeal or otherwise, or if within ninety (90) days after the expiration of any such stay, such appointment shall not have been vacated;

13.1.5 If Manager shall violate or otherwise fail to comply with or perform any other term, provision, covenant, agreement, or condition to be performed or observed under any of the Leases by the lessee thereunder, and such violation or failure shall continue beyond any cure period provided thereunder;

13.1.6 If Manager shall commit fraud of any kind or make any material misrepresentation with respect to this Agreement;

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13.1.7 If Manager shall fail to generate Gross Revenues sufficient to pay all Expenses when due in the ordinary course; or

13.1.8 If Manager shall make any application of insurance proceeds or condemnation awards not made in accordance with the terms and conditions of this Agreement, except to the extent that Manager did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct disbursement of such proceeds or awards.

13.2 Tenant’s Default. The occurrence of any of the following events which is not cured in the time permitted herein shall constitute an “Event of Default”:

13.2.1 If Tenant fails to pay Manager any sum owed to Manager pursuant to the terms of this Agreement or fails to make any payment under Section 6.1, when such sum is due and fails to cure such non-payment within ten (10) calendar days after Tenant receives written notice of such failure; or

13.2.2 If Tenant shall fail in the performance of or compliance with any of the covenants, agreements, terms or conditions contained in this Agreement and such failure shall continue for a period of thirty (30) calendar days after written notice thereof from Manager to Tenant specifying in detail the nature of such failure, or, in the case such failure cannot with due diligence be cured within thirty (30) calendar days, Tenant fails to proceed promptly and with all due diligence to cure the same and thereafter prosecute the curing of such failure with all due diligence, but in no event later than an additional ninety (90) calendar days.

ARTICLE 14.

REMEDIES

14.1 Tenant’s Remedies. Upon the occurrence of an Event of Default by Manager which is not cured within the time permitted, Tenant shall be entitled to proceed with the following remedies:

14.1.1 Remedy any Event of Default of Manager, and in connection with such remedy, Tenant may pay all expenses and employ counsel, and all sums so expended or obligations incurred by Tenant in connection therewith shall be paid by Manager to Tenant.

14.1.2 Terminate this Agreement in its entirety, or in its sole discretion, partially terminate this Agreement with respect to the Property or Properties affected by such Manager Event of Default, by written notice of such termination to Manager. In which event no Termination Fee, COI Margin Incentive Fee or Deferred Management Fee shall be due with respect to such terminated Property or Properties. Upon proper termination or partial termination of this Agreement, Manager shall surrender occupancy of the affected Properties to Tenant.

14.1.3 Enforce its rights and remedies by suit, action at law, or other appropriate proceeding, whether one or more, and/or bring an action for enforcement or specific performance of any covenant, promise or agreement or condition contained in this Agreement.

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14.2 Manager’s Remedies. Upon the occurrence of an Event of Default which is not cured by Tenant within the time permitted, Manager shall be entitled to proceed with any and/or all of the following remedies:

14.2.1 Remedy any Event of Default of Tenant, and in connection with such remedy, Manager may pay all expenses and employ counsel, and all sums so expended or obligations incurred by Manager in connection therewith shall be paid by Tenant to Manager.

14.2.2 Enforce its rights and remedies by suit, action at law, or other appropriate proceeding, including termination of this Agreement in its entirety, whether one or more, and/or bring an action for enforcement or specific performance of any covenant, promise or agreement or condition contained in this Agreement. Manager shall have the right to all Termination Fees, the Deferred Maintenance Fee and the Rent, Build Out and FF&E Fee in the event of a termination by Manager under this Section 14.2.2. Notwithstanding the foregoing, prior to terminating this Agreement pursuant to this Section 14.2.2, Manager shall provide Landlord with written notice of such default by Tenant and an opportunity to cure such default, and upon such cure, this Agreement shall not be terminable with respect to such cure and Manager further acknowledges and agrees that any assignee of Tenant with respect to this Agreement pursuant to Section 12.3 shall have the right to cure any default by Tenant hereunder, provided such assignee cures such default within the time periods set forth in this Agreement.

14.3 Additional Remedies. No remedy herein conferred upon or reserved to Manager or Tenant is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

ARTICLE 15.

TERMINATION

15.1 Termination. Subject to Section 12.5 above, the Term of this Agreement shall only terminate on the occurrence of one of the events set forth below:

15.1.1 An Event of Default by Manager which is not cured within the time permitted and Tenant sends to Manager a written notice of termination for such cause;

15.1.2 An Event of Default by Tenant which is not cured within the time permitted and Manager sends to Tenant a written notice of termination for cause;

15.1.3 The exercise of Tenant’s right to terminate set forth in Section 12.3;

15.1.4 The expiration of the Term of this Agreement; or

15.1.5 In the event of a Manager Termination.

15.2 Termination Procedures For Expiration or Tenant Termination. Manager and Tenant acknowledge that upon the expiration of the Term, or a termination of this Agreement pursuant to Section 12.3.2, the amounts then due to Manager as of such expiration or earlier termination will be difficult to determine. In order to accurately determine such amounts, secure the payment of such amounts to Manager and provide for the orderly transition of the operation of the Properties from Manager to Tenant or Tenant’s designee, Manager and Tenant agree that the following procedure shall apply upon expiration of the Term or the earlier termination pursuant to Section 12.3.2.

15.2.1 At least sixty (60) days prior to the expiration of the Term or the scheduled termination, Tenant shall deliver or caused to be delivered to the Escrow Agent an amount equal

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to the sum of One Million Dollars ($1,000,000) (the “COI Escrow”). After the expiration or scheduled termination of this Agreement, as applicable, and upon Manager’s delivery to Tenant and Landlord of the final financial reports for the period through such expiration or scheduled termination the COI Escrow shall be handled as follows:

15.2.1.1 If the final financial reports show that the COI Margin Threshold had been met or exceeded after deducting all accounts receivable outstanding as of termination from Gross Revenues, then the COI Margin Incentive Fee shall be promptly paid to Manager from the COI Escrow.

15.2.1.2 If the final financial reports show that the COI Margin Threshold would not be met after calculating the COI Margin by including all accounts receivable outstanding as of termination in Gross Revenues, then no COI Margin Incentive Fee shall be due or payable to Manager and the COI Escrow shall be returned to Tenant.

15.2.1.3 If the final financial reports show that the COI Margin Threshold had been met, but only by including all accounts receivable as of termination in the calculation of the COI Margin, then the COI Escrow shall remain in place.

15.2.1.4 If, on the tenth (10) day of the month following the month in which the final financial reports were provided, additional financial reports prepared by or on behalf of Tenant and delivered to Manager and Landlord indicate that the COI Margin Threshold had been met by including all pre-termination receivables actually collected during the previous month in the calculation of the COI Margin, while specifically excluding any remaining uncollected accounts receivable, then the COI Margin Incentive Fee shall be payable to the Manager from the COI Escrow. If such reports do not show that the COI Margin Threshold has been met, then the COI Escrow shall remain in place, and the COI Margin Threshold shall be tested again by the tenth (10^th) day of the following month, to include all pre-termination receivables actually collected through the beginning of such month, while specifically excluding any remaining uncollected accounts receivable. If such test indicates that the COI Margin Threshold had been met or exceeded based on such collections, then the COI Margin Incentive Fee shall be payable to Manager from the COI Escrow; otherwise the COI Escrow shall remain in place while to be tested again by the tenth (10^th) day of the following month in the same manner, and each month thereafter if the COI Margin Threshold has not been met based on collections of accounts receivable through the end of the month preceding such test; provided, however, if the test that occurs on or about the tenth (10^th) day of the seventh (7^th) month following the expiration or earlier termination of the Agreement does not indicate that the COI Margin Threshold had been met, then no COI Margin Incentive Fee shall be due and payable to Manager and the COI Escrow shall be returned to Tenant.

15.2.2 On the date of the expiration or scheduled termination of this Agreement, as applicable, Manager shall pay all outstanding payables with respect to the Properties incurred during the Term and prorate all taxes and other amounts arising with respect to the Properties during the Term from the period prior to such expiration or termination but which shall become due and payable following such expiration or termination of this Agreement, by either delivering such prorated amount to Tenant or deducting such amount from the Deferred Management Fee to be paid to Manager.

15.2.3 On the date of the expiration or scheduled termination of this Agreement, as applicable, Manager shall retain the Cash Balance as of such date in satisfaction the Deferred

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Management Fee in accordance with the provisions of Section 8.5. Following the expiration of scheduled termination of this Agreement, Manager shall retain the Depository Account and the Master Disbursement Account in Manager’s name and shall further maintain the balance of funds in such accounts after paying the Deferred Management Fee pursuant to the previous sentence pending disbursement in accordance with Section 15.2.4.

15.2.4 No later than ten (10) days following the delivery by Manager to Tenant and Landlord of the final financial reports for the period through the expiration or scheduled termination, as applicable, Manager shall pay itself, from the balance remaining in the Depository Account and Master Disbursement Account, an amount equal to the Last Quarter NOI Fee plus the remaining twenty five percent (25%) of the NOI Fee earned by but not yet paid to Manager for the year in which the expiration or termination occurs pursuant to the terms of Section 8.2, after paying any accounts payable outstanding as of the expiration or scheduled termination, as applicable, of this Agreement that were generated during the Term to the extent such amounts were not paid pursuant to Section 15.2.2.

15.3 Post-Termination Provisions. In addition to the amounts owed to Manager hereunder as a result of a termination of this Agreement, upon any termination or partial termination of this Agreement as described above, the following provisions apply and shall be the sole cost and expense of Tenant, unless such termination is the result of an Event of Default by Manager, in which case the costs and expenses of such termination procedures shall be the obligation of Manager:

15.3.1 Manager shall peacefully surrender possession of the Properties to which such termination applied to Tenant.

15.3.2 Any and all items of personal property purchased or leased by Manager using its own funds for use at the terminated Properties shall be the property of Manager and retained by Manager.

15.3.3 Manager’s (i) proprietary computer programs relating to accounting, operations, membership, marketing, and forecasting, (ii) operations manuals, policy and procedure manuals, employee manuals and marketing manuals of Manager or its affiliates, (iii) accounting books, records, and employee files, and (iv) items and materials normally considered Manager’s and not required to be transferred to Tenant according to any other provision in this Agreement (the “Manager’s Proprietary Materials”), shall remain the sole property of Manager and shall be removed by Manager upon termination or partial termination of this Agreement, except that Tenant shall not be obligated to return any Manager’s Proprietary Materials that have been developed during the Term solely for the benefit of the terminated Properties.

15.3.4 Manager shall coordinate with Tenant in all reasonable respects at Tenant’s expense in the transfer of all aspects of the Property and the business operated with respect thereto to Tenant or its designee, including, without limitation, transfer of the liquor license and provide transition assistance to Tenant or its designee, as reasonably requested.

15.3.5 Manager shall have no right to use in any manner the names, trade names, logos, trademarks or programs of Tenant that are not related to the Properties without the prior written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed.

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ARTICLE 16.

LOGOS, TRADE NAMES AND EMPLOYEES

16.1 Logos, Trade Names. Tenant shall have no right to use in any manner, the names, trade names, logos, trademarks or programs of the Manager without the prior written consent of the Manager, which consent shall not be unreasonably withheld, conditioned, or delayed. Manager shall have no right to use in any manner the names, trade names, logos, trademarks or programs of Tenant that are not related to the Properties without the prior written consent of Tenant, which consent may be withheld in Tenant’s sole discretion. Manager may use the names, trade names, logos, trademarks or programs of the Properties that specifically relate to the operation of the Properties. Manager acknowledges and agrees that any such use is on an as-is, where-is basis, that Manager shall be responsible for any use or misuse of any such names, trade names, logos, trademarks or programs, and that Tenant makes no representation or warranty as to the ownership or right to use any of the above-described intellectual property.

ARTICLE 17.

NOTICES

17.1 Notices. Any notice required or permitted to be delivered hereunder shall be in writing and shall be deemed received upon (i) confirmed transmission of a facsimile or email; or (ii) personal delivery to the party to whom the notice is directed; or (iii) if sent by recognized overnight courier service, one (1) business day following its deposit in the with the courier service, addressed to Tenant or Manager, as the case may be, at the addresses set forth below (or such other address as Tenant or Manager may specify by notice given pursuant to this Section):

If to Tenant:	Evergreen Alliance Golf Limited, L.P. 4851 LBJ Freeway, Suite 600 Dallas, Texas 75244 Attention:      Joe R. Munsch, President                       Lynn Marie Mallery, Esq.,                       Senior Vice President and General Counsel Fax: (214) 722-6052 Email: LMallery@eaglegolf.com; jmunsch@eaglegolf.com
With a copy to:	Quilling, Selander, Lownds, Winslett & Moser 2001 Bryan Street, Suite 1800 Dallas, Texas 75201 Attention: Michael J. Quilling, Esq. Fax: (214) 871-2111 Email: mquilling@qslwm.com
And a copy to:	CNL Lifestyle Properties, Inc. 450 S. Orange Avenue Orlando, Florida 32801 Attention:     Joseph T. Johnson, SVP and CFO Attention:     Holly Greer, Esq., SVP and General Counsel Fax: (407) 540-2544 Email: joseph.johnson@cnl.com;holly.greer@cnl.com

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If to Manager:	Fore Golf Management, LLC 10688 Crestwood Drive, Suite D Manassas, Virginia 20109 Attention: Michael Miraglia Phone: (305) 582-5111 Fax: (703) 367-8911 Email: Michael_Miraglia@msn.com
With a copy to:	Foley & Lardner LLP 100 N. Tampa St., Suite 2700 Tampa, FL 33602 Attn: Thomas M. Little, Esq. Phone: (813) 225-4187 Fax: (813) 221-4210 Email: tlittle@foley.com
And a copy to:	CNL Lifestyle Properties, Inc. 450 S. Orange Avenue Orlando, Florida 32801 Attention:     Joseph T. Johnson, SVP and CFO Attention:     Holly Greer, Esq., SVP and General Counsel Fax: (407) 540-2544 Email: joseph.johnson@cnl.com;holly.greer@cnl.com

ARTICLE 18.

INTENTIONALLY OMITTED

ARTICLE 19.

MISCELLANEOUS

19.1 Intentionally Omitted.

19.2 Independent Entity. Tenant recognizes and acknowledges that Manager is an independent entity, formed under the laws of the State of Florida to whom Tenant will solely look and who is solely responsible for the obligations and liabilities of Manager recited herein, arising hereunder, or in any manner related to the transactions contemplated hereby, and Tenant further recognizes and acknowledges that no other entity or entities, including (i) Manager’s parent entity, (ii) any individual, (iii) any entity affiliated with Manager which may supply services to or take actions in behalf of or for the benefit of Manager with respect to the matter herein contemplated (it being agreed among and between the parties hereto that the parent of and/or the affiliated entities of Manager may form, organize, provide services to, provide loans and funds to, negotiate for, provide personnel to, make representations on behalf of, and from time to time take actions on behalf of or for the benefit of Manager by direct dealings with Tenant or those acting for it), or (iv) any other entity affiliated with Manager, although such entity may do anything listed in (iii) above, is in any manner liable or responsible for the obligations and liabilities of Manager, whether recited herein, arising hereunder, or in any manner related to the transactions contemplated hereby.

Manager recognizes and acknowledges that Tenant is an independent entity, formed under the laws of the State of Delaware to whom Manager will solely look and who is solely responsible for the obligations and liabilities of Tenant recited herein, arising hereunder, or in any manner related to the transactions contemplated hereby, and Manager further recognizes and acknowledges that no other entity or entities, including (i) Tenant’s parent entity, (ii) any individual, (iii) any entity affiliated with Tenant which may supply services to or take actions in behalf of or for the benefit of Tenant with respect to the

25

matter herein contemplated (it being agreed among and between the parties hereto that the parent of and/or the affiliated entities of Tenant may form, organize, provide services to, provide loans and funds to, negotiate for, provide personnel to, make representations on behalf of, and from time to time take actions on behalf of or for the benefit of Tenant by direct dealings with Manager or those acting for it), or (iv) any other entity affiliated with Tenant, although such entity may do anything listed in (iii) above, is in any manner liable or responsible for the obligations and liabilities of Tenant, whether recited herein, arising hereunder, or in any manner related to the transactions contemplated hereby.

19.3 Governing Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Florida.

19.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement.

19.5 Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

19.6 Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter herein.

19.7 Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

19.8 Headings. The headings used in this Agreement have been included for reference only and are not to be used in construing this Agreement.

19.9 Attorneys’ Fees and Legal Expenses. Should either party hereto institute any action or proceeding in court to enforce any provision hereof or for damages by reason of any alleged breach of any provision of this Agreement or for any other judicial remedy, the prevailing party shall be entitled to receive from the losing party all reasonable attorneys’ fees and all court costs in connection with said proceeding.

19.10 Exhibits and Schedules. All Exhibits and Schedules attached hereto are incorporated herein by this reference as if fully set forth herein.

19.11 Governing Document. This Agreement shall govern in the event of any inconsistency between this Agreement and any of the Exhibits attached hereto or any other document or instrument executed or delivered pursuant hereto or in connection herewith.

19.12 Rule of Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

19.13 Force Majeure. If either party shall fail punctually to perform any obligation due to a Force Majeure event, then, upon written notice to the other, within five (5) days of a Force Majeure event,

26

such failure shall be excused and not be a breach of this Agreement, but only to the extent occasioned by a Force Majeure event. If any right or option of either party to take any action under or with respect to the term of this Agreement is conditioned upon the same being exercised within any prescribed period of time or at or before a named date, then such prescribed period of time or such named date shall be deemed to be extended or delayed, as the case may be, upon written notice, as provided above, for a time equal to the period of the Force Majeure event. Notwithstanding anything contained herein to the contrary, the provisions of this Section shall not be applicable to the parties’ obligation to pay any sums, monies, costs, charges or expenses required to be paid pursuant to the terms of this Agreement.

19.14 No Partnership or Joint Venture. Nothing contained herein shall be deemed or construed by the parties hereto or by any third party as creating the relationship of (i) a partnership, or (ii) a joint venture between the parties hereto; it being understood and agreed that neither any provisions contained herein nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of owner and manager.

19.15 Amendment and Waiver. This Agreement shall not be modified or amended except in a writing executed by the parties. Waiver of a term of this Agreement shall not affect any other term or subsequent performance of the waived term.

19.16 Confidentiality. Tenant and Manager agree that the matters set forth in this Agreement are strictly confidential. In addition, the Tenant and Manager agree to keep strictly confidential all information of a proprietary or confidential nature about or belonging to the other party or to any Affiliate of the other party to which the other party gains or has access by virtue of the relationship between Tenant and Manager. Notwithstanding the foregoing, disclosure to any Landlord under the Leases shall not be deemed to be a disclosure hereunder or a breach of any covenant of confidentiality. Except as disclosure may be required to obtain the advice of professionals or consultants, or financing for the Properties from an institutional lender, or in furtherance of a sale or lease of the Property or permitted assignment of this Agreement, or as may be required by law or by the order of any government, regulatory authority, or tribunal or otherwise to comply with all applicable statutes, ordinances, laws, rules, regulations, or orders of any governmental or regulatory agencies (including reporting requirements applicable to public companies), each party shall use reasonable efforts to ensure that such information (including terms of this Agreement) is not disclosed to the press or to any other Person without the prior consent of the other Party. The obligations set forth in this Section 19.16 shall survive any termination or expiration of this Agreement for a period of three (3) years.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Tenant:
EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership
By:	PREMIER GOLF EAGL GP, L.L.C., a Delaware limited liability company, its general partner
By:	/s/ Lynn Marie Mallery
Name:	Lynn Marie Mallery
Title:	Senior Vice President
Manager:
FORE GOLF MANAGEMENT, LLC, a Florida limited liability company
By:	/s/ Michael Miraglia
Name:	Michael Miraglia
Title:	President

28

EXHIBIT A

[Intentionally Omitted]

EXHIBIT B

Definitions

[Intentionally Omitted]

EXHIBIT C

Calculation of COI Margin Incentive Fee

[Intentionally Omitted]

EXHIBIT D

Ownership Structure of Manager

[Intentionally Omitted]

EXHIBIT E

Form of Replacement Management Agreement

[Intentionally Omitted]

SCHEDULE 4.1

[Intentionally Omitted]

SCHEDULE 5.2.3

[Intentionally Omitted]

SCHEDULE 5.2.17

[Intentionally Omitted]

SCHEDULE 5.2.19

[Intentionally Omitted]

SCHEDULE 7.1.4

[Intentionally Omitted]

SCHEDULE 9.1.2

[Intentionally Omitted]

SCHEDULE 12.3.3

[Intentionally Omitted]

EX-10.18

Exhibit 10.18

PURCHASE AND SALE AGREEMENT

by and among

CLP SENIOR HOLDING, LLC,

a Delaware limited liability company,

and

HEALTH CARE REIT, INC.,

a Delaware corporation,

December 18, 2012

TABLE OF CONTENTS

Article I. INTERPRETATION		3
Section 1.01	Defined Terms	3
Section 1.02	Additional Defined Terms	5
Article II. AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST		6
Section 2.01	Sale of Seller’s Interest	6
Section 2.02	Distribution of Certain Cash	7
Article III. TITLE TO SELLER’S INTEREST		7
Section 3.01	Title to Interests	7
Section 3.02	Satisfaction of Conditions Precedent	7
Article IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER		7
Section 4.01	Organization, Good Standing and Entity Authority	7
Section 4.02	Authorization and Binding Effect of Documents	7
Section 4.03	Absence of Conflicts	8
Section 4.04	Consents	8
Section 4.05	Broker’s or Finder’s Fees	8
Section 4.06	No Insolvency	8
Article V. REPRESENTATIONS AND WARRANTIES OF SELLER		9
Section 5.01	Organization and Good Standing and Entity Authorization	9
Section 5.02	Authorization and Binding Effect of Documents	9
Section 5.03	Absence of Conflicts	9
Section 5.04	Consents	9
Section 5.05	Broker’s or Finder’s Fees	10
Section 5.06	ERISA.	10
Section 5.07	No Judgments	10
Section 5.08	No Insolvency	10
Section 5.09	FIRPTA	10
Section 5.10	Specially Designated National or Blocked Person	10
Section 5.11	Ownership of Seller’s Interest.	11
Section 5.12	Adverse Actions	11
Section 5.13	No Undisclosed Liabilities	11
Section 5.14	Taxes	12
Article VI. COVENANTS		12
Section 6.01	Publicity	12
Section 6.02	Commercially Reasonable Efforts	12
Section 6.03	No Recordation	13
Section 6.04	Licenses	13
Section 6.05	Casualty	13
Section 6.06	Condemnation	13
Section 6.07	Operation of Business; Insurance	13
Section 6.08	Exclusivity During Contract Period	13

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Section 6.09	Tax Information	14
Section 6.10	TRS Election	14
Section 6.11	Restructuring; Modifications	14
Section 6.12	Licensing Cooperation	14
Article VII. CONDITIONS PRECEDENT TO THE OBLIGATION OF PURCHASER AND SELLER TO CLOSE		14
Section 7.01	Conditions to Each Party’s Obligation to Close	14
Section 7.02	Conditions to Purchaser’s Obligation to Close	15
Section 7.03	Conditions to Seller’s Obligation to Close	15
Article VIII. CLOSING		16
Section 8.01	Time and Place	16
Section 8.02	Delivery of Documents at Closing	16
Section 8.03	Closing Costs	17
Article IX. INDEMNITY; DEFAULT; DAMAGES; TERMINATION		18
Section 9.01	Purchaser’s Remedies for Seller’s Defaults	18
Section 9.02	Seller’s Remedies for Purchaser’s Defaults	18
Section 9.03	Indemnification by Purchaser	18
Section 9.04	Indemnification by Seller	19
Section 9.05	Administration of Indemnification	19
Section 9.06	Exclusive Remedies	20
Section 9.07	Termination	20
Section 9.08	Effect of Failure to Close on Venture Agreement	21
Article X. MISCELLANEOUS		21
Section 10.01	Further Actions	21
Section 10.02	Consents under Venture Agreement	21
Section 10.03	Notices	21
Section 10.04	Entire Agreement	23
Section 10.05	Not Construed Against Drafter	23
Section 10.06	Binding Effect; Benefits	23
Section 10.07	Assignment	23
Section 10.08	Governing Law	23
Section 10.09	Amendments and Waivers	24
Section 10.10	Severability	24
Section 10.11	Headings	24
Section 10.12	Counterparts	24
Section 10.13	References	24
Section 10.14	Exhibits	24
Section 10.15	Attorneys’ Fees	24
Section 10.16	Waiver of Jury Trial	24
Section 10.17	Facsimile and PDF Signatures	25

ii

EXHIBITS

A	Facilities; Facility Owners; Operating Tenants
B	Form of Assignment and Assumption of Interest Agreement
C	Purchase Price Calculation
D	Listing of Lender Releases
E	Non-Foreign Status Affidavit
F	Transfer Tax Payment Allocation

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of the 18th day of December, 2012, by and among CLP Senior Holding, LLC, a Delaware limited liability company (“Seller”), and Health Care REIT, Inc., a Delaware corporation (“Purchaser”). Certain capitalized terms used herein are defined in Section 1.01.

RECITALS:

A. Seller and Sunrise Senior Living Investments, Inc., a Virginia corporation (“Sunrise”), are the sole members of CC3 Acquisition, LLC, a Delaware limited liability company (“Joint Venture”), in which Seller owns a sixty percent (60%) membership interest and Sunrise owns a forty percent (40%) membership interest. Seller’s interest in the Joint Venture is referred to herein as “Seller’s Interest”.

B. Joint Venture is the sole member of CC3 Acquisition TRS Corp., a Delaware corporation (the “TRS”). TRS is the 100% direct or indirect owner of interests in Senior Living Mezz E, LLC, Senior Living Mezz D, LLC, Senior Living Mezz C, LLC, Senior Living Mezz B, LLC and Sunrise Third Senior Living Holdings, LLC, each a Delaware limited liability company (collectively, the “Tenant Mezz Borrowers”).

C. Sunrise Third Senior Living Holdings, LLC (the “Sunrise Third”) is the sole member or ninety-nine percent (99%) limited partner of each of the Delaware limited liability companies (the “Tenant LLCs”) or California limited partnerships (as applicable) set forth in Column 3 of Exhibit A attached hereto (collectively, the “Operating Tenants”). Sunrise Third (Pool I) GP, LLC, Sunrise Third (Pool III) GP, LLC and Sunrise Third (Pool IV) GP, LLC, each a Delaware limited liability company (collectively, the “Tenant Pool GPs”), are the one percent (1%) general partners of Sunrise Third (Pool I), LP, Sunrise Third (Pool III), LP and Sunrise Third (Pool IV), LP, respectively. Sunrise Third is the sole member of the Tenant Pool GPs. The Operating Tenants and the Tenant Pool GPs are referred to herein collectively as the “Operating Subsidiaries”.

D. Joint Venture is the 100% direct or indirect owner of interests in CC3 Mezz E, LLC, CC3 Mezz D, LLC, CC3 Mezz C, LLC, CC3 Mezz B, LLC and CC3 Mezz A, LLC, each a Delaware limited liability company (collectively, the “Landlord Mezz Borrowers”).

E. CC3 Mezz A, LLC is (i) the sole member of CC3 Facility Owner Holding, LLC, a Delaware limited liability company (“Facility Holding Company”), (ii) the sole member of CC3 Facility Owner GP, LLC, a Delaware limited liability company (the “Landlord Pool GP”), and (iii) the ninety-nine percent (99%) limited partner of each of the limited partnerships set forth in Column 1 of Exhibit A attached hereto (the “LP Facility Owners”). Facility Holding Company is the sole member of each of the limited liability companies set forth in Column 1 of Exhibit A attached hereto (the “LLC Facility Owners” and collectively with the LP Facility Owners, the “Facility Owners”). Landlord Pool GP is the one percent (1%) general partner of each of the LP Facility Owners. Facility Holding Company, Landlord Pool GP and the Facility Owners are referred to herein collectively as the “Landlord Subsidiaries”.

F. Joint Venture’s interests in TRS, TRS’s direct or indirect interests in the Tenant Mezz Borrowers, Sunrise Third’s interests in the Operating Tenants and the Tenant Pool GPs interests in Sunrise Third (Pool I), LP, Sunrise Third (Pool III), LP and Sunrise Third (Pool IV), LP are referred to herein collectively as the “Opco Interests”.

G. Joint Venture’s direct or indirect interests in the Landlord Mezz Borrowers, CC3 Mezz A, LLC’s interests in the Facility Holding Company, Landlord Pool GP and the LP Facility Owners, Facility Holding Company’s interests in the LLC Facility Owners and Landlord Pool GP’s interests in the LP Facility Owners are referred to herein collectively as the “Propco Interests”.

H. Joint Venture is governed by that certain Amended and Restated Limited Liability Company Agreement of the Joint Venture, dated as of January 10, 2011 (as may be amended, the “Venture Agreement”).

I. Each Facility Owner owns the fee simple interest in the senior living facility described in Column 2 of Exhibit A attached hereto (each a “Facility” and collectively, the “Facilities”) set forth across from such Facility Owner’s name.

J. Pursuant to lease agreements for the Facilities, each of the Facilities is leased from the applicable Facility Owner to the applicable Operating Tenant or Sunrise NY Tenant, LLC, a Delaware limited liability company (“Sunrise NY Tenant”). Sunrise NY Tenant has entered into cash surplus agreements and site control agreements with GWC-Plainview, Inc., GWC-Dix Hills, Inc., GWC-East Meadow, Inc., GWC-East Setauket, Inc., GWC-East Holbrook, Inc. and GWC-West Babylon, Inc., each a Virginia non-stock corporation (collectively, the “NY License Holders”).

K. Pursuant to property management agreements and related documents, each of the Facilities is managed by Sunrise Senior Living Management, Inc., an Affiliate of Sunrise (“Manager”).

L. At Closing, Purchaser intends to purchase Seller’s Interest and Seller has agreed to sell Seller’s Interest to Purchaser pursuant to the terms and conditions set forth herein, and upon receipt of the Purchase Price, Seller has agreed to withdraw from the Joint Venture pursuant to the terms and conditions set forth herein. Seller has determined that the Purchase Price approximates the net proceeds that the Seller would have realized had the Joint Venture sold its assets for a gross sales price of approximately $676,470,077.

M. Contemporaneously with the execution and delivery of this Agreement, Purchaser and/or one or more Affiliates of Purchaser are entering into those certain Purchase and Sale Agreements, pursuant to which Purchaser and/or one or more Affiliates of Purchaser will purchase certain membership interests of Seller’s Affiliates in (i) CLPSun Partners II, LLC, a Delaware limited liability company, and (ii) CLPSun Partners III, LLC, a Delaware limited liability company (collectively, the “Other Purchase Agreements”).

2

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I.

INTERPRETATION

Section 1.01 Defined Terms. As used herein, the following terms shall have the meanings indicated:

Affiliate: With respect to any specified Person that is not an individual, another Person which, directly or indirectly, controls, is controlled by, or is under common control with, the specified Person.

Assignment and Assumption of Interest Agreement: Assignment and Assumption Agreement substantially in the form of Exhibit B.

Business Day: Any day, other than a Saturday, a Sunday or a day on which banks in New York City are required or authorized to close.

Charter Documents: (i) with respect to any Person which is a corporation, the certificate of incorporation and bylaws of such Person, (ii) with respect to any Person which is a limited liability company, the certificate of formation and operating or limited liability company agreement of such Person, and (iii) with respect to any Person which is a limited partnership, the certificate of limited partnership and partnership agreement of such Person.

Code: The United States Internal Revenue Code of 1986, as amended.

Contract Date: The date of this Agreement, set forth in the introductory paragraph.

Documents: This Agreement and all Exhibits hereto, and each other agreement, certificate or instrument delivered pursuant to this Agreement.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

Existing Owner Financing: The existing mortgage financing obtained by the Facility Owners with respect to the Facilities.

GAAP: United States generally accepted accounting principles, consistently applied.

Governmental Entity: Any governmental authority, agency, commission, board or public authority.

Healthcare Permits: All licenses, permits, certifications or approvals issued by Governmental Entities necessary for Facility Owners, Operating Tenants and Manager to provide healthcare and other assisted living services to Residents as are provided or offered by Facility Owners, Operating Tenants, the NY License Holders or Manager as of the Contract Date or the Closing Date.

Liabilities: Obligations or commitments of any nature whatsoever, whether direct or indirect, matured or unmatured, fixed or unfixed, known or unknown, accrued, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any indebtedness or guaranty.

3

Licenses: All certificates, licenses, and permits issued by Governmental Entities in connection with the ownership, leasing, use, occupancy, operation, and maintenance of the Facilities, including the Healthcare Permits.

Lien: Any mortgage, deed of trust, pledge, hypothecation, right of first refusal, security, voting trust agreement, encumbrance, option, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any assets or property, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement, and the filing of or agreement to give any financing statement with respect to any assets or property under the Uniform Commercial Code or comparable law of any jurisdiction.

Loss: With respect to any Person, any and all costs, obligations, liabilities, demands, claims, settlement payments, awards, judgments, fines, penalties, damages, and reasonable out-of-pocket expenses, including court costs and reasonable attorneys’ fees, whether or not arising out of a third party claim, but excluding consequential damages.

Material Adverse Effect: Any change, event, development or effect that individually or in the aggregate has a material adverse effect on (a) the assets, financial condition or results of operations of the Joint Venture, the Facilities, the Facility Owners, the Operating Tenants and the Real Property in the aggregate or (b) the ability of the parties to consummate the transactions contemplated by this Agreement.

Person: Any individual, partnership, corporation, limited liability company, trust or other legal entity.

Purchase Price: An amount equal to $144,882,046, based on anticipated operating cash flow distributions to Seller between the Contract Date and the Closing Date equal to the amount of $3,952,443 on January 31, 2013 and $3,877,114 on April 30, 2013 as set forth in the financial model attached as Exhibit C and a Closing that occurs between July 1, 2013 and July 7, 2013. The Purchase Price received by Seller at the Closing shall be adjusted, as necessary, to account for (i) actual operating cash flow distributions to Seller between the Contract Date and the Closing Date, which may be more than or less than the amounts set forth on Exhibit C, together with additional capital contributions, if any, and (ii) a Closing that occurs after July 7, 2013. Any such adjustments under (i) and (ii) above shall be based on the financial model attached as Exhibit C so as to provide the Seller a return of 13.0% as calculated on an XIRR basis with a Closing Date for calculation purposes of the later of the actual actual closing date or July 7, 2013. The only potential variables in the financial model attached as Exhibit C will be the actual operating cash flow distributions to Seller, the payment date for such distributions, additional capital contributions, if any, and the actual Closing Date.

Real Property: The real property identified in Column 2 of Exhibit A that is owned in fee simple by the relevant Facility Owners and all buildings, structures, fixtures and other improvements located thereon, including all permits, easements, Licenses, rights-of-way, rights and related appurtenances.

4

Resident: Each individual resident at the Facilities in his/her capacity as such.

Specially Designated National or Blocked Person: (i) A person or entity designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control from time to time as a “specially designated national or blocked person” or similar status, (ii) a person or entity described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001 (the “Executive Order”), or (iii) a person or entity otherwise identified by Governmental Entity or legal authority as a person with whom a United States Person is prohibited from transacting business. As of the date hereof, a list of such designations and the text of the Executive Order are published under the internet website address www.ustreas.gov/offices/enforcement/ofac.

Taxes: All federal, state, local and foreign taxes including, without limitation, income, gains, transfer, unemployment, withholding, payroll, social security, real property, personal property, excise, sales, use and franchise taxes, levies, assessments, imposts, duties, licenses and registration fees and charges of any nature whatsoever, including interest, penalties and additions with respect thereto and any interest in respect of such additions or penalties, but excluding impact fees or other similar exactions levied or payable in connection with the development or operation of any of the Facilities and excluding special assessments.

Title Company: Fidelity National Title Insurance Company, Mansfield, Ohio office.

United States Person: (i) Any individual or business entity, regardless of location, that is a resident of the United States; (ii) any individual or business entity physically located within the United States; (iii) any business entity organized under the laws of the United States or of any state, territory, possession, or district thereof; and (iv) any business entity, wheresoever organized or doing business, which is owned or controlled by an individual or business entity specified in (i) or (iii) above.

Section 1.02 Additional Defined Terms. As used herein, the following terms shall have the meanings defined in the recitals or sections indicated below:

Agreement	Preamble
Closing	Section 8.01
Closing Date	Section 3.02
Closing Statement	Section 8.02(a)(v)
Deductible	Section 9.04
Facility/Facilities	Recital I
Facility Holding Company	Recital E
Facility Owners	Recital E
Indemnified Party	Section 9.05(a)
Indemnifying Party	Section 9.05(a)
Joint Venture	Recital A

5

Landlord Mezz Borrowers	Recital D
Landlord Pool GP	Recital E
Landlord Subsidiaries	Recital E
LLC Facility Owners	Recital E
LP Facility Owners	Recital E
Manager	Recital K
Merger	Section 7.02(b)
Merger Agreement	Section 7.02(b)
NY License Holders	Recital J
Opco Interests	Recital F
Operating Subsidiaries	Recital C
Operating Tenants	Recital C
Other Purchase Agreements	Recital M
Propco Interests	Recital G
Purchaser	Preamble
Seller	Preamble
Seller Parent	Section 9.04
Seller’s Interest	Recital A
Sunrise	Recital A
Sunrise NY Tenant	Recital J
Sunrise Third	Recital C
Survival Period	Section 9.04
Tenant Mezz Borrowers	Recital B
Tenant LLCs	Recital C
Tenant Pool GPs	Recital C
TRS	Recital B
Venture Agreement	Recital H

Article II.

AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST

Section 2.01 Sale of Seller’s Interest. Upon and subject to the terms and conditions provided herein, in consideration of the payment of the Purchase Price to Seller, Seller hereby agrees to sell to Purchaser, Seller’s Interest.

6

Section 2.02 Distribution of Certain Cash. Notwithstanding anything to the contrary contained herein, the parties acknowledge that prior to Closing, Seller and Sunrise shall continue to cause Joint Venture to make distributions of Net Operating Cash Flow (as defined in the Venture Agreement) to Seller and Sunrise in accordance with and subject to the provisions of the Venture Agreement. All provisions of the Venture Agreement allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect until the Closing Date.

Article III.

TITLE TO SELLER’S INTEREST

Section 3.01 Title to Interests. Seller shall cause to be released at or prior to Closing all Liens encumbering Seller’s Interest, the Propco Interests and the Opco Interests.

Section 3.02 Satisfaction of Conditions Precedent. The Closing shall take place, as provided in Section 8.01, on a date designated by Purchaser that is within fifteen (15) days of the satisfaction or waiver of the last to be fulfilled of the conditions in Article VII (such date, the “Closing Date”); provided, however, that (i) in no event shall the Closing take place prior to July 1, 2013; (ii) if the Closing Date is to occur on July 1, 2013, then Purchaser shall have given Seller prior written notice of the Closing Date on or before June 1, 2013; and (iii) if the Closing Date does not occur on July 1, 2013, Purchaser shall have given Seller sixty (60) days prior written notice of the Closing Date unless otherwise agreed to by the Purchaser and Seller.

Article IV.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as follows:

Section 4.01 Organization, Good Standing and Entity Authority. Purchaser is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power to own and operate its properties and carry on its business.

Section 4.02 Authorization and Binding Effect of Documents. Purchaser has all requisite power and authority to enter into this Agreement and shall have all requisite power and authority to enter into the other Documents to which Purchaser is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby, on the terms and subject to the conditions herein, has been duly authorized by all necessary action on the part of Purchaser. This Agreement has been, and each of the other Documents to which Purchaser is to be a party will be, duly executed and delivered by Purchaser at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Purchaser is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

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Section 4.03 Absence of Conflicts. The execution, delivery and performance by Purchaser of this Agreement and the other Documents to which Purchaser is to be a party, and consummation by Purchaser of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate or accelerate any obligation under, the provisions of the certificate of incorporation or the by-laws of Purchaser, any law, regulation, judgment, rule, order or decree to which Purchaser is subject, or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Purchaser is subject; provided, that, Purchaser makes no representation or warranty pursuant to this Section 4.03 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, the Operating Tenants, the NY License Holders, the Manager or their respective Affiliates.

Section 4.04 Consents. Except for such reports and filings that an Affiliate of Purchaser may be required to make with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, the execution, delivery and performance by Purchaser of this Agreement and the other Documents to which Purchaser is to be a party do not require any order, permission, consent, approval, authorization, registration or validation of, or exemption, clearance or other action by, or notice or declaration to, or filing with, any Governmental Entity or the consent, waiver or approval of any other Person which has not been obtained and is currently in full force and effect; provided, that, Purchaser makes no representation or warranty pursuant to this Section 4.04 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, the Operating Tenants, the NY License Holders, the Manager or their respective Affiliates.

Section 4.05 Broker’s or Finder’s Fees. No agent, broker, investment banker or other Person acting on behalf of or under the authority of Purchaser is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Seller in connection with the transactions contemplated by this Agreement.

Section 4.06 No Insolvency. Purchaser has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, instituted any proceeding with respect to a compromise or arrangement, instituted any proceeding to have itself declared bankrupt or wound-up, instituted any proceeding to have a receiver appointed in connection with any of its assets, had any encumbrancer take possession of any of its assets, or had any execution or distress become enforceable or become levied upon any of its assets or otherwise taken advantage of any bankruptcy or insolvency laws.

As used in this Agreement, the phrase “to Purchaser’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed, or implied) knowledge, after due inquiry, of Erin C. Ibele.

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Article V.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

Section 5.01 Organization and Good Standing and Entity Authorization. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite limited liability company power to own, operate and lease its properties and carry on its business.

Section 5.02 Authorization and Binding Effect of Documents. Seller has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Seller and Seller’s equity holders. This Agreement has been, and each of the other Documents to which Seller is to be a party will be, duly executed and delivered by Seller at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Seller is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Section 5.03 Absence of Conflicts. The execution, delivery and performance by Seller of this Agreement and the other Documents to which Seller is to be a party, and consummation by Seller of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, (iv) give any third party the right to modify, terminate or accelerate any obligation under, the provisions of the certificate of formation or limited liability company agreement of Seller, any law, regulation, rule, judgment, order or decree to which Seller is subject, or any indenture, mortgage, lease, loan agreement or other agreement or instrument by which Seller is bound or affected; provided, that, Seller makes no representation or warranty pursuant to this Section 5.03 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, the Operating Tenants, the NY License Holders, the Manager or their respective Affiliates.

Section 5.04 Consents. The execution, delivery and performance by Seller of this Agreement and the other Documents, and consummation by Seller of the transactions contemplated hereby and thereby, do not and will not require the authorization, consent, approval, exemption, clearance, order, permission, license, registration or validation of, or exemption by, or other action by or notice or declaration to, or filing with, any court or Governmental Entity, or the consent, waiver or approval of any other Person which has not been obtained and is currently in full force and effect; provided, that, Seller makes no representation or warranty pursuant to this Section 5.04 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, the Operating Tenants, the NY License Holders, the Manager or their respective Affiliates.

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Section 5.05 Broker’s or Finder’s Fees. No agent, broker, investment banker, or other Person acting on behalf of or under the authority of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Purchaser in connection with the transactions contemplated by this Agreement.

Section 5.06 ERISA.

(a) Seller is not an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code, or an entity deemed to hold “plan assets” of either of the foregoing.

(b) Seller is not a “governmental plan” within the meaning of Section 3(32) of ERISA and Seller is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans that would be violated by the transactions contemplated by this Agreement.

Section 5.07 No Judgments. To Seller’s knowledge, there are no judgments presently outstanding and unsatisfied directly against Seller, the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries, and such entities are not involved in any litigation at law or in equity, or in any proceeding before any court, or by or before any Governmental Entity, which judgment, litigation or proceeding could reasonably be anticipated to have a Material Adverse Effect and which is not fully covered by insurance and, to Seller’s knowledge, (i) no such judgment, litigation or proceeding is threatened against such entities which could reasonably be anticipated to have a Material Adverse Effect and (ii) no investigation looking toward such a proceeding has begun or is contemplated. A list of litigation, proceedings and investigations pending or threatened in writing against Seller, the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries is attached as Schedule 5.07 to this Agreement. To Seller’s knowledge, such list is true, correct and complete.

Section 5.08 No Insolvency. Seller has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it, instituted any proceeding to have itself declared bankrupt or wound-up, instituted any proceeding to have a receiver appointed in connection with any of its assets, had any encumbrancer take possession of any of its assets, or had any execution or distress become enforceable or become levied upon any of its assets or otherwise taken advantage of any bankruptcy or insolvency laws.

Section 5.09 FIRPTA. Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the regulations issued thereunder.

Section 5.10 Specially Designated National or Blocked Person. Based solely on publicly-available information or as otherwise disclosed to Seller, neither Seller, nor any of its shareholders, directors or officers is a Specially Designated National or Blocked Person. Neither Seller nor any of its shareholders is directly or indirectly owned or controlled by the government

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of any country that is subject to an embargo by the United States government. Neither Seller nor any of its shareholders, directors or officers is acting on behalf of a government of any country that is subject to such an embargo.

Section 5.11 Ownership of Seller’s Interest.

(a) Seller is the sole legal owner of Seller’s Interest. Seller’s Interest is free and clear of all Liens encumbering Seller’s Interest, and Seller has good and marketable title to Seller’s Interest (subject to applicable securities laws). There is no restriction or limitation on Seller’s right to sell Seller’s Interest as contemplated by this Agreement, except as set forth in the Venture Agreement, which requires the approval and consent of Sunrise for the consummation by Seller of the transactions contemplated by this Agreement. At Closing, Seller will transfer to Purchaser Seller’s Interest, free and clear of all Liens.

(b) Joint Venture is the sole legal owner of TRS. TRS is the sole legal owner of Senior Living Mezz E, LLC. Senior Living Mezz E, LLC is the sole legal owner of Senior Living Mezz D, LLC. Senior Living Mezz D, LLC is the sole legal owner of Senior Living Mezz C, LLC. Senior Living Mezz C, LLC is the sole legal owner of Senior Living Mezz B, LLC. Senior Living Mezz B, LLC is the sole legal owner of Sunrise Third. Sunrise Third is the sole legal owner of the Tenant LLCs and the Tenant Pool GPs. Sunrise Third and Sunrise Third (Pool I) GP, LLC are the sole legal owners of Sunrise Third (Pool I), LP. Sunrise Third and Sunrise Third (Pool III) GP, LLC are the sole legal owners of Sunrise Third (Pool III), LP. Sunrise Third and Sunrise Third (Pool IV) GP, LLC are the sole legal owners of Sunrise Third (Pool IV), LP.

(c) Joint Venture is the sole legal owner of CC3 Mezz E, LLC. CC3 Mezz E, LLC is the sole legal owner of CC3 Mezz D, LLC. CC3 Mezz D, LLC is the sole legal owner of CC3 Mezz C, LLC. CC3 Mezz C, LLC is the sole legal owner of CC3 Mezz B, LLC. CC3 Mezz B, LLC is the sole legal owner of CC3 Mezz A, LLC. CC3 Mezz A, LLC is the sole legal owner of the Facility Holding Company and the Landlord Pool GP. Facility Holding Company is the sole legal owner of the LLC Facility Owners. CC3 Mezz A, LLC and the Landlord Pool GP are the sole legal owners of the LP Facility Owners. The Propco Interests and the Opco Interests are validly issued.

Section 5.12 Adverse Actions. Seller has not taken any actions that could give rise to a Lien on, or any other adverse consequences with respect to, the Real Property or any of the assets or property owned by the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries.

Section 5.13 No Undisclosed Liabilities. To Seller’s knowledge, none of the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries has any material Liabilities required by GAAP to be disclosed on a balance sheet, except those Liabilities incurred in the ordinary course of business, those Liabilities that have been disclosed to Purchaser or that Purchaser has knowledge of, or those Liabilities that are set forth on the most recent financial statements of such entities.

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Section 5.14 Taxes. There are no due, but unpaid, Tax liabilities or obligations of Seller or, to Seller’s knowledge, the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries, whether contingent or otherwise, which, by application of law or otherwise, Purchaser could, upon Closing, reasonably be expected to become responsible for. To Seller’s knowledge, none of the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries has been notified in writing of any pending or threatened Tax audit. To Seller’s knowledge, the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers and the Landlord Subsidiaries have filed all required federal, state and local Tax returns and have made adequate provision for the payment of such Taxes, if any. To Seller’s knowledge, there are no present or pending disputes as to Taxes of any nature payable by the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries or proposed assessments of any Taxes pending against such entities, nor, to the knowledge of Seller, is there basis for any such disputes. To Seller’s knowledge, the Joint Venture has, at all times since its formation, been taxed as a partnership for the purposes of all applicable federal, state and local Tax filings and returns.

As used in this Agreement, the phrase “to Seller’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed or implied) knowledge, after due inquiry, of John Starr, Kevin R. Maddron or Sarah W. Nixon.

Article VI.

COVENANTS

Section 6.01 Publicity. The parties agree that, prior to the Closing, no public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the other parties, except as required by law or applicable regulations. The parties may disclose this Agreement and matters relating to the subject matter hereof to (i) their professional advisers (including legal and financial advisers) or (ii) any prospective or existing lenders, provided that in each case any such party informs the recipient of the confidentiality obligations of such party hereunder. The parties understand and agree that if required by law, or if required by applicable disclosure requirements under applicable securities laws or other laws, one or more of the parties may (i) disclose certain information concerning the transaction, (ii) issue one (1) or more press releases concerning the execution of this Agreement and/or the purchase of the Facilities, provided that with respect to any press release which identifies Seller, Purchaser or their respective Affiliates, the party issuing the release shall use its reasonable best efforts to seek the prior approval of the other party, as applicable, such approval not to be unreasonably delayed or withheld and, in any event, such requirement to seek prior approval not to preclude any party or its Affiliate from complying with applicable disclosure obligations under law, and (iii) file a copy of this Agreement with the Securities and Exchange Commission.

Section 6.02 Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take all action and to do all things necessary, proper or advisable to satisfy any condition hereunder in its power to satisfy and for which it is responsible for the satisfaction of, and to consummate and make

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effective as soon as practicable the transactions contemplated by this Agreement, provided that except as otherwise provided in this Agreement in no event shall a party be required to pay more than a de minimus amount to any third party in connection with the exercise of such commercially reasonable efforts.

Section 6.03 No Recordation. Seller and Purchaser each agrees that neither this Agreement nor any memorandum or notice hereof shall be recorded.

Section 6.04 Licenses. Seller shall use commercially reasonable efforts to cooperate, and shall cause the Operating Tenants to cooperate, with Purchaser in such manner as Purchaser may reasonably request in connection with the issuance or transfer to Purchaser, the Operating Tenants, the Facility Owners and/or Manager (or other appropriate party) of the Licenses, provided that in no event shall Seller be required to incur any financial obligation to any party in connection with the exercise of such commercially reasonable efforts. Without limiting the generality of the foregoing, Seller shall promptly provide to Purchaser such information in its possession and control concerning the Joint Venture, Manager, the Facility Owners, the Operating Tenants and the Facilities as may be reasonably requested by any Governmental Entity in connection with the issuance of Licenses required to effect the transactions contemplated by this Agreement, and none of the Joint Venture, the Operating Tenants or the Facility Owners shall bear any costs in connection with such issuance or transfer prior to the Closing.

Section 6.05 Casualty. In the event that all or any portion of the Facilities is damaged or destroyed by fire or other casualty prior to Closing, subject to the terms of the Existing Owner Financing, the Joint Venture shall promptly cause the applicable Facility Owner, Operating Tenant, NY License Holder and/or Sunrise NY Tenant to undertake such repair and complete the same. Closing will not be extended to permit the applicable Facility Owner, Operating Tenant, NY License Holder and/or Sunrise NY Tenant to complete the same, but subject to the terms of any Existing Owner Financing, the insurance proceeds will be assigned to Purchaser or its designee at Closing to pay the costs of restoration.

Section 6.06 Condemnation. In the event there is any permanent or temporary actual or threatened taking or condemnation of any portion of any Facility, any and all proceeds of such taking or condemnation shall be delivered or assigned to Purchaser or its designee at Closing.

Section 6.07 Operation of Business; Insurance. Through the Closing Date, Purchaser shall cause Manager to (i) continue to manage and operate the Facilities, taken as a whole, in the ordinary course of business in the manner it has previously managed and operated the Facilities prior to the date of this Agreement, and (ii) maintain in full force and effect insurance against loss or damage by fire and such other hazards as are customarily covered by extended coverage endorsement in commercially reasonable amounts, but in no event less than the full replacement cost of the Real Property and improvements thereon.

Section 6.08 Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture,

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syndication or other disposition, transfer or conveyance of Seller’s Interest, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.

Section 6.09 Tax Information. Purchaser shall provide to Seller, at Seller’s reasonable request and at no more than a de minimus cost to Purchaser, any documents, records, or similar information in Purchaser’s possession related to Taxes arising in periods prior to or at Closing with respect to the Seller’s Interest.

Section 6.10 TRS Election. Upon request of Purchaser in connection with the consummation of the Merger, Seller shall cooperate with Purchaser and Sunrise in making a taxable REIT subsidiary election with respect to TRS for the benefit of Purchaser and its Affiliates, which cooperation may include, without limitation, completing, executing and filing applicable forms with the Internal Revenue Service.

Section 6.11 Restructuring; Modifications. Seller agrees to cooperate in good faith with Purchaser, Sunrise and the holders of the Existing Owner Financing prior to or after the consummation of the Merger to (a) restructure the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers and/or the Landlord Subsidiaries, and (b) modify the mortgages and other documents evidencing the Existing Owner Financing; provided, that, in no event will Seller be negatively impacted economically by such restructuring or modifications or become subject to additional Liabilities beyond what is contemplated by this Agreement as a result of such restructuring or modifications. Purchaser will pay all reasonable costs, including legal fees and transfer or similar transaction-related Taxes, incurred by Seller and its Affiliates in connection with any such restructuring or modifications.

Section 6.12 Licensing Cooperation. Following consummation of the Merger, Seller agrees to cooperate in good faith with Purchaser and Sunrise to obtain approvals from applicable Governmental Entities in New York for Purchaser to have the right to appoint members to the boards of directors of the NY License Holders.

Article VII.

CONDITIONS PRECEDENT TO THE OBLIGATION

OF PURCHASER AND SELLER TO CLOSE

Section 7.01 Conditions to Each Party’s Obligation to Close. The obligation of each party to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by the parties at or prior to Closing:

(a) No Governmental Entity of competent jurisdiction will have enacted, issued, promulgated, enforced or entered into any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibits the consummation of such transactions.

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(b) The transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 21, 2012, by and among Sunrise Senior Living, Inc., Brewer Holdco, Inc., Brewer Holdco Sub, Inc., Health Care REIT, Inc. and Red Fox, Inc. (the “Merger”) shall have been consummated.

(c) Contemporaneously with the Closing of the transactions contemplated by this Agreement, the transactions contemplated by the Other Purchase Agreements shall be consummated.

(d) The parties shall cooperate in good faith to allocate the Purchase Price for the properties identified in Exhibit F on or before January 31, 2013.

(e) The parties hereby acknowledge and agree that Exhibit F is a draft exhibit, and the parties shall finalize such Exhibit F on or before January 31, 2013, which final version shall include the party responsible for the payment of transfer taxes, if applicable, relating to the properties identified in Exhibit F. As such, the parties hereby acknowledge that the responsible party as currently reflected in Exhibit F may be changed on or before January 31, 2013.

Section 7.02 Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Purchaser at or prior to Closing:

(a) Seller shall have performed in all material respects all of its obligations under this Agreement which are required to be performed at or prior to Closing.

(b) All representations and warranties of Seller set forth in Article V of this Agreement shall have been true and correct in all material respects as of the Contract Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

(c) Seller shall have executed and/or delivered all of the documents required to be delivered at Closing pursuant to Section 8.02(a).

(d) The Operating Tenants, NY License Holders, Manager and/or their respective Affiliates shall have obtained all of the Healthcare Permits necessary for the operation of the Facilities after the Closing.

(e) All lender consents required under the documents evidencing the Existing Owner Financing shall have been obtained.

Section 7.03 Conditions to Seller’s Obligation to Close. The obligation of Seller to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Seller at or prior to Closing:

(a) Purchaser shall have performed in all material respects its obligations under this Agreement which are required to be performed at or prior to Closing.

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(b) All representations and warranties of Purchaser set forth in Article IV of this Agreement shall be true and correct in all material respects as of the Contract Date and as of Closing with the same force and effect as though made on and as of the Closing Date.

(c) Purchaser shall have executed and delivered all of the documents required to be delivered at Closing pursuant to Sections 8.02(b).

(d) Purchaser shall cause lender to release, from and after Closing, Seller and/or its Affiliates under those certain agreements listed on Exhibit D in a form reasonably satisfactory to Seller.

Article VIII.

CLOSING

Section 8.01 Time and Place. Closing of Purchaser’s acquisition of Seller’s Interest pursuant to this Agreement (the “Closing”) shall take place at the offices of Purchaser (or at such other place as Purchaser and Seller mutually agree) on the Closing Date or such other date as is mutually agreed upon by Seller and Purchaser. The parties currently anticipate that the Closing will occur on or about July 1, 2013, subject to the satisfaction or waiver of the conditions described in Article VII.

Section 8.02 Delivery of Documents at Closing.

(a) At Closing, Seller shall:

(i) Execute and deliver to Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture.

(ii) Execute, cause to be acknowledged and deliver to Purchaser a certificate confirming the matters set forth in Sections 7.02(a) and (b) with respect to Seller as of the Closing Date, such certificate to be signed by a duly authorized officer of Seller (or its controlling Affiliate).

(iii) Provide to Purchaser (A) a copy of the Charter Documents of Seller certified by a duly authorized officer of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require.

(iv) Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement).

(v) Execute, cause to be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”).

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(vi) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit E, as required by Section 1445 of the Code.

(vii) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with Closing.

(viii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interests or the indirect interests in the Facility Owners to Purchaser (or its designee) as contemplated hereunder.

(b) At Closing, Purchaser shall:

(i) Pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder.

(ii) Execute and deliver the Assignment and Assumption of Interest Agreement.

(iii) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement).

(iv) Execute, acknowledge and deliver a certificate to Seller confirming the matters set forth in Sections 7.03(a) and (b) with respect to Purchaser, as of the Closing Date, such certificates to be signed by an officer of Purchaser.

(v) Execute, and cause to be acknowledged, as appropriate, and deliver the Closing Statement.

(vi) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Purchaser (as the case may be), in connection with the transfer of Seller’s Interests or the indirect interests in the Facility Owners to Purchaser (or its designee).

Section 8.03 Closing Costs.

(a) Except as otherwise specifically provided in this Agreement, Purchaser and Seller shall each, as appropriate, pay the fees and expenses of their own attorneys, accountants, financial advisors, investment bankers and employees.

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(b) Any transfer taxes, fees or similar charges incurred as a result of the transactions contemplated by this Agreement shall be paid by the party customarily responsible for the payment of such taxes, fees and charges in the applicable jurisdiction. For purposes of clarity, the parties agree that Exhibit F attached hereto sets forth the customary allocation of such taxes, fees and charges.

(c) Purchaser shall pay for any and all assumption, prepayment, defeasance or similar costs and fees in connection with the Existing Owner Financing, including any costs or fees in connection with consents from the holders of the Existing Owner Financing or other actions required in connection with the Existing Owner Financing with respect to the transactions contemplated by this Agreement. Such costs and fees shall include Seller’s reasonable legal fees incurred in connection with such assumptions, prepayments or defeasances.

Article IX.

INDEMNITY; DEFAULT; DAMAGES; TERMINATION

Section 9.01 Purchaser’s Remedies for Seller’s Defaults. If Seller materially breaches any of its representations and warranties hereunder, or defaults on any of its obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from Purchaser to Seller specifying such default, including, without limitation, a breach of the obligation to sell Seller’s Interest on the Closing Date, time being of the essence, Purchaser may, as Purchaser’s sole remedy hereunder, by delivering notice in writing to Seller in the manner provide in this Agreement, either (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those obligations that expressly survive such termination), (ii) seek enforcement of this Agreement by a decree of specific performance or injunctive relief requiring Seller to fulfill its obligations under this Agreement, including but not limited to the transfer of Seller’s Interest or (iii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price and without any further claim against Seller.

Section 9.02 Seller’s Remedies for Purchaser’s Defaults. If Purchaser materially breaches any of its representations or warranties hereunder, or defaults on any of its obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from Seller to Purchaser specifying such default, Seller may, as its sole remedy hereunder, by delivering notice in writing to Purchaser in the manner provided in this Agreement, either, (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those obligations that expressly survive such termination), or (ii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price and without any further claim against Purchaser.

Section 9.03 Indemnification by Purchaser. If the Closing occurs, Purchaser shall indemnify, defend, and hold harmless Seller and its respective members, officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Purchaser of any of its representations, warranties, covenants or agreements in this Agreement or

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any other Document to which it is a party; provided, however, that all claims for indemnification under this Section 9.03 must be set forth in reasonable detail in a written notice received by Purchaser during the Survival Period (as defined below) and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of the Survival Period. Notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, Purchaser shall not have liability to Seller for Losses incurred by Seller (a) unless and until the aggregate amount of Losses subject to indemnification exceeds the Deductible, and (b) in excess of an amount equal to two and one-half percent (2.5%) of the Purchase Price.

Section 9.04 Indemnification by Seller. If the Closing occurs, (A) Seller shall indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Seller of any of its representations, warranties, covenants or agreements in this Agreement or any other Document to which it is a party and (B) CNL Lifestyle Properties, Inc. (“Seller Parent”) and Seller shall jointly and severally, indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Seller of any of its representations set forth in Sections 5.02 and 5.11; provided, however, that all claims for indemnification under this Section 9.04 must be set forth in reasonable detail in a written notice received by Seller and/or Seller Parent not later than the date that is twelve (12) months following the Closing Date (the “Survival Period”) and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of the Survival Period. Notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser for Losses incurred by Purchaser (other than Losses incurred as a result of any breach or inaccuracy of any representation or warranty contained in Sections 5.02 and 5.11) unless and until the aggregate amount of Losses subject to indemnification exceeds Twenty-Five Thousand Dollars ($25,000.00) (the “Deductible”). In addition, notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser in excess of: (x) with respect to the representations set forth in Sections 5.02 and 5.11, an amount equal to the Purchase Price and (y) with respect to all other breaches by Seller in this Agreement or any other Document, an amount equal to two and one-half percent (2.5%) of the Purchase Price.

Section 9.05 Administration of Indemnification. For purposes of administering the indemnification provisions set forth in Sections 9.03 and 9.04, the following procedure shall apply:

(a) Whenever a claim shall arise for indemnification under this Article, the party entitled to indemnification (the “Indemnified Party”) shall promptly give written notice to the party from whom indemnification is sought (the “Indemnifying Party”) setting forth in reasonable detail, to the extent then available, the facts concerning the nature of such claim and the basis upon which the Indemnified Party believes that it is entitled to indemnification hereunder.

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(b) In the event of any claim for indemnification resulting from or in connection with any claim by a third party, the Indemnifying Party shall be entitled, at its sole expense, either (i) to participate in defending against such claim or (ii) to assume the entire defense with counsel which is selected by it and which is reasonably satisfactory to the Indemnified Party provided that (A) the Indemnifying Party agrees in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of such claim or proceeding and (B) no settlement shall be made and no judgment consented to without the prior written consent of the Indemnified Party which shall not be unreasonably withheld. If, however, (i) the claim, action, suit or proceeding would, if successful, result in the imposition of damages for which the Indemnifying Party would not be solely responsible, or (ii) representation of both parties by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying Party shall not be entitled to assume the entire defense and each party shall be entitled to retain counsel who shall cooperate with one another in defending against such claim. In the case of clause (i) of the immediately preceding sentence, the Indemnifying Party shall be obligated to bear only that portion of the expense of the Indemnified Party’s counsel that is in proportion to the damages indemnifiable by the Indemnifying Party compared to the total amount of the third-party claim against the Indemnified Party.

(c) If the Indemnifying Party does not choose to defend against a claim by a third party, the Indemnified Party may defend in such manner as it deems appropriate or settle the claim (after giving notice thereof to the Indemnifying Party) on such terms as the Indemnified Party may deem appropriate, and the Indemnified Party shall be entitled prompt indemnification from the Indemnifying Party in accordance with this Article.

(d) Failure or delay by an Indemnified Party to give prompt notice of any claim shall not release, waive or otherwise affect an Indemnifying Party’s obligations with respect to the claim, except to the extent that the Indemnifying Party can demonstrate actual loss or prejudice as a result of such failure or delay.

Section 9.06 Exclusive Remedies. The rights and remedies set forth in this Article IX shall be exclusive of all other rights to monetary damages that any party (or any party’s successors or assigns) would otherwise have at law or in equity in connection with the transactions contemplated by this Agreement or any other Document, other than with respect to claims based on common law fraud or rights which by law cannot be waived or limited.

Section 9.07 Termination. Notwithstanding anything in this Agreement to the contrary:

(a) This Agreement shall automatically terminate upon the termination of the Merger Agreement.

(b) This Agreement may be terminated at any time by mutual written consent of Purchaser and Seller.

(c) Purchaser may terminate this Agreement in accordance with Section 9.01 and Seller may terminate this Agreement in accordance with Section 9.02.

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(d) This Agreement may be terminated by Purchaser or Seller if the transactions contemplated by this Agreement have not been consummated by December 31, 2013; provided however, that if the transactions contemplated by this Agreement have not been consummated by December 31, 2013 as a result of the failure to obtain the approvals and consents required under Sections 7.02(d) or (e), Purchaser shall have such additional time as may be necessary to obtain such approvals and consents so long as Purchaser is diligently proceeding to obtain them but in no event later than one hundred eighty (180) days following the consummation of the Merger.

(e) This Agreement may be terminated by Purchaser or Seller if the Merger has not been consummated by August 21, 2013.

(f) Upon the termination of this Agreement, Purchaser and Seller shall have no further rights, obligations or Liabilities to the other party arising out of or resulting from this Agreement or the Documents, except for those items that expressly survive termination of this Agreement or the Documents. This Section 9.07(e) and Sections 6.01 (Publicity) and 10.08 (Governing Law) will survive any such termination.

Section 9.08 Effect of Failure to Close on Venture Agreement. If any transaction contemplated by this Agreement does not close for any reason, including due to a default by Seller or Purchaser or their respective Affiliates or the failure of a condition to the Closing of any such contemplated transaction, the same shall not have any effect on the Venture Agreement or any other documents, instrument and agreement existing with respect to the Facilities or the ownership thereof.

Article X.

MISCELLANEOUS

Section 10.01 Further Actions. From time to time before, at and after the Closing, each party will execute and deliver such documents as reasonably requested by any other party in order more effectively to consummate the transactions contemplated hereby, provided that such documents do not impose additional Liabilities on such party.

Section 10.02 Consents under Venture Agreement. Seller acknowledges that the transactions contemplated hereunder may require the consent of Seller in accordance with the terms of the Venture Agreement, and the execution and delivery by Seller of this Agreement shall evidence any such required consent of Seller.

Section 10.03 Notices. All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if delivered by courier (including overnight delivery service) or sent by registered or certified mail, first class, postage prepaid, or by electronic mail or facsimile (provided that an additional copy is delivered by one of the foregoing methods), addressed as follows:

(a) If to Seller, to:

CLP Senior Holding, LLC

450 South Orange Avenue, 12^th Floor

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Orlando, Florida 32801

Attn.: Holly J. Greer, Esq.

Facsimile No: 407-540-2544

Email Address: holly.greer@cnl.com

with a copy to:

Lowndes, Drosdick, Doster, Kantor & Reed, P.A.

215 North Eola Drive

Orlando, Florida 32801

Attn.: Peter E. Reinert, Esq.

Facsimile No: 407-843-4444

Email Address: peter.reinert@lowndes-law.com

(b) If to Seller Parent, to:

CNL LIFESTYLE PROPERTIES, INC.

450 South Orange Avenue, 12^th Floor

Orlando, Florida 32801

Attn.: Holly J. Greer, Esq.

Facsimile No: 407-540-2544

Email Address: holly.greer@cnl.com

with a copy to:

Lowndes, Drosdick, Doster, Kantor & Reed, P.A.

215 North Eola Drive

Orlando, Florida 32801

Attn.: Peter E. Reinert, Esq.

Facsimile No: 407-843-4444

Email Address: peter.reinert@lowndes-law.com

(c) If to Purchaser, to:

Health Care REIT, Inc.

4500 Dorr Street

Toledo, Ohio 43615

Attn.: Jeffrey H. Miller

Facsimile No: 419-247-2826

Email Address: jmiller@hcreit.com

with a copy to:

Shumaker, Loop & Kendrick, LLP

1000 Jackson Street

Toledo, Ohio 43604

Attn.: Gregory J. Shope

Facsimile No: 419-241-6894

Email Address: gshope@slk-law.com

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or such other address as a party may from time to time notify the other party in writing (as provided above). Any such notice, demand or communication shall be deemed to have been given (i) if so mailed, as of the close of the fifth Business Day following the date so mailed, (ii) if delivered by courier, on the date received and (iii) if sent by electronic mail or facsimile, on the date transmitted if during normal business hours of the recipient, and otherwise on the next Business Day of the recipient.

Section 10.04 Entire Agreement. This Agreement, the Exhibits and the other Documents contain the entire understanding among the parties with respect to the subject matter hereof and are intended to be a full integration of all prior or contemporaneous agreements, conditions or undertakings among the parties hereto. There are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, among the parties with respect to the subject matter hereof other than as set forth in this Agreement and the Exhibits and other Documents.

Section 10.05 Not Construed Against Drafter. This Agreement has been negotiated and prepared by the parties and their respective counsel, and should any provision of this Agreement require judicial interpretation, the court interpreting or construing the provision shall not apply the rule of construction that a document is to be construed more strictly against one party.

Section 10.06 Binding Effect; Benefits. Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors or permitted assigns. Except to the extent specified herein, nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto and their respective successors or permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 10.07 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of the other parties, provided that Purchaser may assign all of its respective rights under this Agreement to an Affiliate, provided further that (i) the representations and warranties of Purchaser shall be true and correct in all material respects as applied to the applicable assignee (with such immaterial modifications required to make such representations and warranties true as to such assignee), (ii) Purchaser shall execute and deliver to Seller a written instrument in form and substance satisfactory to the parties, in their reasonable discretion, in which Purchaser and the assignee agree to be jointly and severally liable for performance of all of the applicable assignee’s obligations under this Agreement, and (iii) Purchaser shall remain fully liable for its obligations under this Agreement.

Section 10.08 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

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Section 10.09 Amendments and Waivers. No term or provision of this Agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom the enforcement of such amendment, waiver, discharge or termination is sought. Any waiver shall be effective only in accordance with its express terms and conditions.

Section 10.10 Severability. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof, and any such unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto hereby waive any provision of law now or hereafter in effect which renders any provision hereof unenforceable in any respect.

Section 10.11 Headings. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 10.12 Counterparts. This Agreement may be executed in any number of counterparts, and by any party on separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

Section 10.13 References. All references in this Agreement to Articles and Sections are to Articles and Sections contained in this Agreement unless a different document is expressly specified.

Section 10.14 Exhibits. Unless otherwise specified herein, each Exhibit referred to in this Agreement is attached hereto, and each such Exhibit (other than Exhibits that are to be separately executed and delivered as Documents) is hereby incorporated by reference and made a part hereof as if fully set forth herein.

Section 10.15 Attorneys’ Fees. In the event any party brings an action to enforce or interpret any of the provisions of this Agreement, the “prevailing party” in such action shall, in addition to any other recovery, be entitled to its reasonable attorneys’ fees and expenses arising from such action and any appeal or any bankruptcy action related thereto, whether or not such matter proceeds to court. For purposes of this Agreement, “prevailing party” shall mean, in the case of a Person asserting a claim, such Person is successful in obtaining substantially all of the relief sought, and in the case of a Person defending against or responding to a claim, such Person is successful in denying substantially all of the relief sought.

Section 10.16 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY ANY OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, SELLER’S INTEREST, THE FACILITIES OR THE RELATIONSHIP OF THE PARTIES HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT.

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Section 10.17 Facsimile and PDF Signatures. Signatures to this Agreement transmitted by facsimile or by electronic mail in PDF format shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original to this Agreement with its actual signature to the other parties, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own facsimile signature or signature transmitted by electronic mail in PDF format and shall accept the facsimile signature or signature transmitted by electronic mail in PDF format of each other party to this Agreement.

[SIGNATURES FOLLOW ON NEXT PAGE]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above.

SELLER CLP SENIOR HOLDING, LLC, a Delaware limited liability company
By:	/s/ Kevin R. Maddron
Name:	Kevin R. Maddron
Title:	Senior Vice President

[Signature Page to Purchase and Sale Agreement]

PURCHASER
HEALTH CARE REIT, INC., a Delaware corporation
By:	/s/ Erin C. Ibele
Name:	Erin C. Ibele
Title:	Senior Vice President-Administration and Corporate Secretary

[Signature Page to Purchase and Sale Agreement]

SELLER PARENT Executed solely for the purpose of acknowledging and agreeing to the indemnity by the undersigned set forth in Section 9.04 CNL LIFESTYLE PROPERTIES, INC.
By:	/s/ Kevin R. Maddron
Name:	Kevin R. Maddron
Title:	Senior Vice President

[Signature Page to Purchase and Sale Agreement]

Exhibit A

Facilities; Facility Owners; Operating Tenants

[Intentionally Omitted]

Exhibit B

Form of Assignment and Assumption of Interest Agreement

[Intentionally Omitted]

Exhibit C

Purchase Price Calculation

[Intentionally Omitted]

Exhibit D

Listing of Lender Releases

[Intentionally Omitted]

Exhibit E

Non-Foreign Status Affidavit

[Intentionally Omitted]

Exhibit F

Transfer Tax Payment Allocation

[Intentionally Omitted]

EX-10.19

Exhibit 10.19

PURCHASE AND SALE AGREEMENT

by and among

CLP SL II HOLDING, LLC,

a Delaware limited liability company,

and

HEALTH CARE REIT, INC.,

a Delaware corporation,

December 18, 2012

TABLE OF CONTENTS

Article I. INTERPRETATION		2
Section 1.01	Defined Terms	2
Section 1.02	Additional Defined Terms	5
Article II. AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST		6
Section 2.01	Sale of Seller’s Interest	6
Section 2.02	Distribution of Certain Cash	6
Article III. TITLE TO SELLER’S INTEREST		6
Section 3.01	Title to Interests	6
Section 3.02	Satisfaction of Conditions Precedent	6
Article IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER		6
Section 4.01	Organization, Good Standing and Entity Authority	6
Section 4.02	Authorization and Binding Effect of Documents	6
Section 4.03	Absence of Conflicts	7
Section 4.04	Consents	7
Section 4.05	Broker’s or Finder’s Fees	7
Section 4.06	No Insolvency	7
Article V. REPRESENTATIONS AND WARRANTIES OF SELLER		8
Section 5.01	Organization and Good Standing and Entity Authorization	8
Section 5.02	Authorization and Binding Effect of Documents	8
Section 5.03	Absence of Conflicts	8
Section 5.04	Consents	9
Section 5.05	Broker’s or Finder’s Fees	9
Section 5.06	ERISA	9
Section 5.07	No Judgments	9
Section 5.08	No Insolvency	9
Section 5.09	FIRPTA	10
Section 5.10	Specially Designated National or Blocked Person	10
Section 5.11	Ownership of Seller’s Interest	10
Section 5.12	Adverse Actions	10
Section 5.13	No Undisclosed Liabilities	10
Section 5.14	Taxes	10
Article VI. COVENANTS		11
Section 6.01	Publicity	11
Section 6.02	Commercially Reasonable Efforts	11
Section 6.03	No Recordation	11
Section 6.04	Licenses	12
Section 6.05	Casualty	12
Section 6.06	Condemnation	12
Section 6.07	Operation of Business; Insurance	12
Section 6.08	Exclusivity During Contract Period	12

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Section 6.09	Tax Information	13
Section 6.10	TRS Election	13
Section 6.11	Restructuring; Modifications	13
Article VII. CONDITIONS PRECEDENT TO THE OBLIGATION OF PURCHASER AND SELLER TO CLOSE		13
Section 7.01	Conditions to Each Party’s Obligation to Close	13
Section 7.02	Conditions to Purchaser’s Obligation to Close	14
Section 7.03	Conditions to Seller’s Obligation to Close	14
Article VIII. CLOSING		15
Section 8.01	Time and Place	15
Section 8.02	Delivery of Documents at Closing	15
Section 8.03	Closing Costs	16
Article IX. INDEMNITY; DEFAULT; DAMAGES; TERMINATION		17
Section 9.01	Purchaser’s Remedies for Seller’s Defaults	17
Section 9.02	Seller’s Remedies for Purchaser’s Defaults	17
Section 9.03	Indemnification by Purchaser	17
Section 9.04	Indemnification by Seller	18
Section 9.05	Administration of Indemnification	18
Section 9.06	Exclusive Remedies	19
Section 9.07	Termination	19
Section 9.08	Effect of Failure to Close on Venture Agreement	20
Article X. MISCELLANEOUS		20
Section 10.01	Further Actions	20
Section 10.02	Consents under Venture Agreement	20
Section 10.03	Notices	20
Section 10.04	Entire Agreement	21
Section 10.05	Not Construed Against Drafter	22
Section 10.06	Binding Effect; Benefits	22
Section 10.07	Assignment	22
Section 10.08	Governing Law	22
Section 10.09	Amendments and Waivers	22
Section 10.10	Severability	22
Section 10.11	Headings	23
Section 10.12	Counterparts	23
Section 10.13	References	23
Section 10.14	Exhibits	23
Section 10.15	Attorneys’ Fees	23
Section 10.16	Waiver of Jury Trial	23
Section 10.17	Facsimile and PDF Signatures	23

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EXHIBITS
A	Facilities; Facility Owners; Operating Tenants
B	Form of Assignment and Assumption of Interest Agreement
C	Purchase Price Calculation
D	Listing of Lender Releases
E	Non-Foreign Status Affidavit
F	Transfer Tax Payment Allocation

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of the 18th day of December, 2012, by and among CLP SL II Holding, LLC, a Delaware limited liability company (“Seller”), and Health Care REIT, Inc., a Delaware corporation (“Purchaser”). Certain capitalized terms used herein are defined in Section 1.01.

RECITALS:

A. Seller and Sunrise Senior Living Investments, Inc., a Virginia corporation (“Sunrise”), are the sole members of CLPSun Partners II, LLC, a Delaware limited liability company (“Joint Venture”), in which Seller owns a seventy percent (70%) membership interest and Sunrise owns a thirty percent (30%) membership interest. Seller’s interest in the Joint Venture is referred to herein as “Seller’s Interest”.

B. Joint Venture is the sole member of CLP SL II TRS Corp., a Delaware corporation (the “TRS”). TRS is the sole member of CLPSun Two Pool One, LLC, a Delaware limited liability company (“Pool One LLC”).

C. Pool One LLC is (i) the sole member of CLPSun Two Pool One GP, LLC, a Delaware limited liability company (“Pool One Operating Tenant GP”), (ii) the ninety-nine percent (99%) limited partner of CLPSun Two McCandless PA Senior Living, LP, a Delaware limited partnership (“McCandless Operating Tenant”), and CLPSun Two Simi Valley CA Senior Living, LP, a Delaware limited partnership (“Simi Valley Operating Tenant”), and (iii) the sole member of each of the limited liability companies set forth in Column 3 of Exhibit A attached hereto (the “Operating LLCs” and collectively with McCandless Operating Tenant and Simi Valley Operating Tenant, the “Operating Tenants”). Pool One Operating Tenant GP is the one percent (1%) general partner of McCandless Operating Tenant and Simi Valley Operating Tenant. The Operating Tenants and the Pool One Operating Tenant GP are referred to herein collectively as the “Operating Subsidiaries”.

D. Joint Venture is the sole member of each of the limited liability companies set forth in Column 1 of Exhibit A attached hereto (the “Facility Owners”). Joint Venture’s interests in the Facility Owners are referred to herein collectively as the “Propco Interests”.

E. Joint Venture’s interest in the TRS, the TRS’s interest in Pool One LLC, Pool One LLC’s interests in the Operating Subsidiaries and Pool One Operating Tenant GP’s interests in the McCandless Operating Tenant and the Simi Valley Operating Tenant are referred to herein collectively as the “Opco Interests”.

F. Joint Venture is governed by that certain Amended and Restated Limited Liability Company Agreement of the Joint Venture, dated as of August 2, 2011 (as may be amended, the “Venture Agreement”).

G. Each Facility Owner owns the fee simple interest in the senior living facility described in Column 2 of Exhibit A attached hereto (each a “Facility” and collectively, the “Facilities”) set forth across from such Facility Owner’s name.

H. Pursuant to a separate lease agreement for each Facility, each of the Facilities is leased from the applicable Facility Owner to the applicable Operating Tenant.

I. Pursuant to a separate property management agreement and related documents for each Facility, each of the Facilities is managed by Sunrise Senior Living Management, Inc., an Affiliate of Sunrise (“Manager”).

J. At Closing, Purchaser intends to purchase Seller’s Interest and Seller has agreed to sell Seller’s Interest to Purchaser pursuant to the terms and conditions set forth herein, and upon receipt of the Purchase Price, Seller has agreed to withdraw from the Joint Venture pursuant to the terms and conditions set forth herein. Seller has determined that the Purchase Price approximates the net proceeds that the Seller would have realized had the Joint Venture sold its assets for a gross sales price of approximately $129,751,817.

K. Contemporaneously with the execution and delivery of this Agreement, Purchaser and/or one or more Affiliates of Purchaser are entering into those certain Purchase and Sale Agreements, pursuant to which Purchaser and/or one or more Affiliates of Purchaser will purchase certain membership interests of Seller’s Affiliates in CLPSun Partners III, LLC and CC3 Acquisition, LLC, each a Delaware limited liability company (collectively, the “Other Purchase Agreements”).

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I.

INTERPRETATION

Section 1.01 Defined Terms. As used herein, the following terms shall have the meanings indicated:

Affiliate: With respect to any specified Person that is not an individual, another Person which, directly or indirectly, controls, is controlled by, or is under common control with, the specified Person.

Assignment and Assumption of Interest Agreement: Assignment and Assumption Agreement substantially in the form of Exhibit B.

Business Day: Any day, other than a Saturday, a Sunday or a day on which banks in New York City are required or authorized to close.

Charter Documents: (i) with respect to any Person which is a corporation, the certificate of incorporation and bylaws of such Person, (ii) with respect to any Person which is a limited liability company, the certificate of formation and operating or limited liability company agreement of such Person, and (iii) with respect to any Person which is a limited partnership, the certificate of limited partnership and partnership agreement of such Person.

Code: The United States Internal Revenue Code of 1986, as amended.

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Contract Date: The date of this Agreement, set forth in the introductory paragraph.

Documents: This Agreement and all Exhibits hereto, and each other agreement, certificate or instrument delivered pursuant to this Agreement.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

Existing Owner Financing: The existing mortgage financing obtained by the Facility Owners with respect to the Facilities.

GAAP: United States generally accepted accounting principles, consistently applied.

Governmental Entity: Any governmental authority, agency, commission, board or public authority.

Healthcare Permits: All licenses, permits, certifications or approvals issued by Governmental Entities necessary for Facility Owners, Operating Tenants and Manager to provide healthcare and other assisted living services to Residents as are provided or offered by Facility Owners, Operating Tenants or Manager as of the Contract Date or the Closing Date.

Liabilities: Obligations or commitments of any nature whatsoever, whether direct or indirect, matured or unmatured, fixed or unfixed, known or unknown, accrued, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any indebtedness or guaranty.

Licenses: All certificates, licenses, and permits issued by Governmental Entities in connection with the ownership, leasing, use, occupancy, operation, and maintenance of the Facilities, including the Healthcare Permits.

Lien: Any mortgage, deed of trust, pledge, hypothecation, right of first refusal, security, voting trust agreement, encumbrance, option, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any assets or property, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement, and the filing of or agreement to give any financing statement with respect to any assets or property under the Uniform Commercial Code or comparable law of any jurisdiction.

Loss: With respect to any Person, any and all costs, obligations, liabilities, demands, claims, settlement payments, awards, judgments, fines, penalties, damages, and reasonable out-of-pocket expenses, including court costs and reasonable attorneys’ fees, whether or not arising out of a third party claim, but excluding consequential damages.

Material Adverse Effect: Any change, event, development or effect that individually or in the aggregate has a material adverse effect on (a) the assets, financial condition or results of operations of the Joint Venture, the Facilities, the Facility Owners, the Operating Tenants and the Real Property in the aggregate or (b) the ability of the parties to consummate the transactions contemplated by this Agreement.

3

Person: Any individual, partnership, corporation, limited liability company, trust or other legal entity.

Purchase Price: An amount equal to $17,641,785, based on anticipated operating cash flow distributions to Seller between the Contract Date and the Closing Date equal to the amount of $526,866 on January 31, 2013 and $516,824 on April 30, 2013 as set forth in the financial model attached as Exhibit C and a Closing that occurs between July 1, 2013 and July 7, 2013. The Purchase Price received by Seller at the Closing shall be adjusted, as necessary, to account for (i) actual operating cash flow distributions to Seller between the Contract Date and the Closing Date, which may be more than or less than the amounts set forth on Exhibit C, together with additional capital contributions, if any, and (ii) a Closing that occurs after July 7, 2013. Any such adjustments under (i) and (ii) above shall be based on the financial model attached as Exhibit C so as to provide the Seller a return of 16.0% as calculated on an XIRR basis with a Closing Date for calculation purposes of the later of the actual closing date or July 7, 2013. The only potential variables in the financial model attached as Exhibit C will be the actual operating cash flow distributions to Seller, the payment date for such distributions, additional capital contributions, if any, and the actual Closing Date.

Real Property: The real property identified in Column 2 of Exhibit A that is owned in fee simple by the relevant Facility Owners and all buildings, structures, fixtures and other improvements located thereon, including all permits, easements, Licenses, rights-of-way, rights and related appurtenances.

Resident: Each individual resident at the Facilities in his/her capacity as such.

Specially Designated National or Blocked Person: (i) A person or entity designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control from time to time as a “specially designated national or blocked person” or similar status, (ii) a person or entity described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001 (the “Executive Order”), or (iii) a person or entity otherwise identified by Governmental Entity or legal authority as a person with whom a United States Person is prohibited from transacting business. As of the date hereof, a list of such designations and the text of the Executive Order are published under the internet website address www.ustreas.gov/offices/enforcement/ofac.

Taxes: All federal, state, local and foreign taxes including, without limitation, income, gains, transfer, unemployment, withholding, payroll, social security, real property, personal property, excise, sales, use and franchise taxes, levies, assessments, imposts, duties, licenses and registration fees and charges of any nature whatsoever, including interest, penalties and additions with respect thereto and any interest in respect of such additions or penalties, but excluding impact fees or other similar exactions levied or payable in connection with the development or operation of any of the Facilities and excluding special assessments.

Title Company: Fidelity National Title Insurance Company, Mansfield, Ohio office.

United States Person: (i) Any individual or business entity, regardless of location, that is a resident of the United States; (ii) any individual or business entity physically located within the United States; (iii) any business entity organized under the laws of the United States or of any

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state, territory, possession, or district thereof; and (iv) any business entity, wheresoever organized or doing business, which is owned or controlled by an individual or business entity specified in (i) or (iii) above.

Section 1.02 Additional Defined Terms. As used herein, the following terms shall have the meanings defined in the recitals or sections indicated below:

Agreement	Preamble
Closing	Section 8.01
Closing Date	Section 3.02
Closing Statement	Section 8.02(a)(v)
Deductible	Section 9.04
Facility/Facilities	Recital G
Facility Owners	Recital D
Indemnified Party	Section 9.05(a)
Indemnifying Party	Section 9.05(a)
Joint Venture	Recital A
Manager	Recital I
McCandless Operating Tenant	Recital C
Merger	Section 7.02(b)
Merger Agreement	Section 7.02(b)
Opco Interests	Recital E
Operating LLCs	Recital C
Operating Subsidiaries	Recital C
Operating Tenants	Recital C
Other Purchase Agreements	Recital K
Pool One LLC	Recital B
Pool One Operating Tenant GP	Recital C
Propco Interests	Recital D
Purchaser	Preamble
Seller	Preamble
Seller Parent	Section 9.04
Seller’s Interest	Recital A
Simi Valley Operating Tenant	Recital C
Sunrise	Recital A
Survival Period	Section 9.04
TRS	Recital B
Venture Agreement	Recital F

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Article II.

AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST

Section 2.01 Sale of Seller’s Interest. Upon and subject to the terms and conditions provided herein, in consideration of the payment of the Purchase Price to Seller, Seller hereby agrees to sell to Purchaser, Seller’s Interest.

Section 2.02 Distribution of Certain Cash. Notwithstanding anything to the contrary contained herein, the parties acknowledge that prior to Closing, Seller and Sunrise shall continue to cause Joint Venture to make distributions of Net Operating Cash Flow (as defined in the Venture Agreement) to Seller and Sunrise in accordance with and subject to the provisions of the Venture Agreement. All provisions of the Venture Agreement allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect until the Closing Date.

Article III.

TITLE TO SELLER’S INTEREST

Section 3.01 Title to Interests. Seller shall cause to be released at or prior to Closing all Liens encumbering Seller’s Interest, the Propco Interests and the Opco Interests.

Section 3.02 Satisfaction of Conditions Precedent. The Closing shall take place, as provided in Section 8.01, on a date designated by Purchaser that is within fifteen (15) days of the satisfaction or waiver of the last to be fulfilled of the conditions in Article VII (such date, the “Closing Date”); provided, however, that (i) in no event shall the Closing take place prior to July 1, 2013; (ii) if the Closing Date is to occur on July 1, 2013, then Purchaser shall have given Seller prior written notice of the Closing Date on or before June 1, 2013; and (iii) if the Closing Date does not occur on July 1, 2013, Purchaser shall have given Seller sixty (60) days prior written notice of the Closing Date unless otherwise agreed to by the Purchaser and Seller.

Article IV.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as follows:

Section 4.01 Organization, Good Standing and Entity Authority. Purchaser is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power to own and operate its properties and carry on its business.

Section 4.02 Authorization and Binding Effect of Documents. Purchaser has all requisite power and authority to enter into this Agreement and shall have all requisite power and

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authority to enter into the other Documents to which Purchaser is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby, on the terms and subject to the conditions herein, has been duly authorized by all necessary action on the part of Purchaser. This Agreement has been, and each of the other Documents to which Purchaser is to be a party will be, duly executed and delivered by Purchaser at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Purchaser is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Section 4.03 Absence of Conflicts. The execution, delivery and performance by Purchaser of this Agreement and the other Documents to which Purchaser is to be a party, and consummation by Purchaser of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate or accelerate any obligation under, the provisions of the certificate of incorporation or the by-laws of Purchaser, any law, regulation, judgment, rule, order or decree to which Purchaser is subject, or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Purchaser is subject; provided, that, Purchaser makes no representation or warranty pursuant to this Section 4.03 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, the Operating Tenants, the Manager or their respective Affiliates.

Section 4.04 Consents. Except for such reports and filings that an Affiliate of Purchaser may be required to make with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, the execution, delivery and performance by Purchaser of this Agreement and the other Documents to which Purchaser is to be a party do not require any order, permission, consent, approval, authorization, registration or validation of, or exemption, clearance or other action by, or notice or declaration to, or filing with, any Governmental Entity or the consent, waiver or approval of any other Person which has not been obtained and is currently in full force and effect; provided, that, Purchaser makes no representation or warranty pursuant to this Section 4.04 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, the Operating Tenants, the Manager or their respective Affiliates.

Section 4.05 Broker’s or Finder’s Fees. No agent, broker, investment banker or other Person acting on behalf of or under the authority of Purchaser is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Seller in connection with the transactions contemplated by this Agreement.

Section 4.06 No Insolvency. Purchaser has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, instituted any proceeding with respect to a compromise or arrangement, instituted any proceeding to have itself declared bankrupt or wound-up, instituted

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any proceeding to have a receiver appointed in connection with any of its assets, had any encumbrancer take possession of any of its assets, or had any execution or distress become enforceable or become levied upon any of its assets or otherwise taken advantage of any bankruptcy or insolvency laws.

As used in this Agreement, the phrase “to Purchaser’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed, or implied) knowledge, after due inquiry, of Erin C. Ibele.

Article V.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

Section 5.01 Organization and Good Standing and Entity Authorization. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite limited liability company power to own, operate and lease its properties and carry on its business.

Section 5.02 Authorization and Binding Effect of Documents. Seller has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Seller and Seller’s equity holders. This Agreement has been, and each of the other Documents to which Seller is to be a party will be, duly executed and delivered by Seller at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Seller is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Section 5.03 Absence of Conflicts. The execution, delivery and performance by Seller of this Agreement and the other Documents to which Seller is to be a party, and consummation by Seller of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, (iv) give any third party the right to modify, terminate or accelerate any obligation under, the provisions of the certificate of formation or limited liability company agreement of Seller, any law, regulation, rule, judgment, order or decree to which Seller is subject, or any indenture, mortgage, lease, loan agreement or other agreement or instrument by which Seller is bound or affected; provided, that, Seller makes no representation or warranty pursuant to this Section 5.03 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, the Operating Tenants, the Manager or their respective Affiliates.

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Section 5.04 Consents. The execution, delivery and performance by Seller of this Agreement and the other Documents, and consummation by Seller of the transactions contemplated hereby and thereby, do not and will not require the authorization, consent, approval, exemption, clearance, order, permission, license, registration or validation of, or exemption by, or other action by or notice or declaration to, or filing with, any court or Governmental Entity, or the consent, waiver or approval of any other Person which has not been obtained and is currently in full force and effect; provided, that, Seller makes no representation or warranty pursuant to this Section 5.04 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, the Operating Tenants, the Manager or their respective Affiliates.

Section 5.05 Broker’s or Finder’s Fees. No agent, broker, investment banker, or other Person acting on behalf of or under the authority of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Purchaser in connection with the transactions contemplated by this Agreement.

Section 5.06 ERISA.

(a) Seller is not an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code, or an entity deemed to hold “plan assets” of either of the foregoing.

(b) Seller is not a “governmental plan” within the meaning of Section 3(32) of ERISA and Seller is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans that would be violated by the transactions contemplated by this Agreement.

Section 5.07 No Judgments. To Seller’s knowledge, there are no judgments presently outstanding and unsatisfied directly against Seller, the Joint Venture, TRS, Pool One LLC, the Operating Subsidiaries or the Facility Owners, and such entities are not involved in any litigation at law or in equity, or in any proceeding before any court, or by or before any Governmental Entity, which judgment, litigation or proceeding could reasonably be anticipated to have a Material Adverse Effect and which is not fully covered by insurance and, to Seller’s knowledge, (i) no such judgment, litigation or proceeding is threatened against such entities which could reasonably be anticipated to have a Material Adverse Effect and (ii) no investigation looking toward such a proceeding has begun or is contemplated. A list of litigation, proceedings and investigations pending or threatened in writing against Seller, the Joint Venture, TRS, Pool One LLC, the Operating Subsidiaries or the Facility Owners is attached as Schedule 5.07 to this Agreement. To Seller’s knowledge, such list is true, correct and complete.

Section 5.08 No Insolvency. Seller has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it, instituted any proceeding to have itself declared bankrupt or wound-up, instituted any proceeding to have a receiver appointed in connection with any of its assets, had any encumbrancer take possession of any of its assets, or had any execution or distress become enforceable or become levied upon any of its assets or otherwise taken advantage of any bankruptcy or insolvency laws.

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Section 5.09 FIRPTA. Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the regulations issued thereunder.

Section 5.10 Specially Designated National or Blocked Person. Based solely on publicly-available information or as otherwise disclosed to Seller, neither Seller, nor any of its shareholders, directors or officers is a Specially Designated National or Blocked Person. Neither Seller nor any of its shareholders is directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government. Neither Seller nor any of its shareholders, directors or officers is acting on behalf of a government of any country that is subject to such an embargo.

Section 5.11 Ownership of Seller’s Interest.

(a) Seller is the sole legal owner of Seller’s Interest. Seller’s Interest is free and clear of all Liens encumbering Seller’s Interest, and Seller has good and marketable title to Seller’s Interest (subject to applicable securities laws). There is no restriction or limitation on Seller’s right to sell Seller’s Interest as contemplated by this Agreement, except as set forth in the Venture Agreement, which requires the approval and consent of Sunrise for the consummation by Seller of the transactions contemplated by this Agreement. At Closing, Seller will transfer to Purchaser Seller’s Interest, free and clear of all Liens.

(b) Joint Venture is the sole legal owner of TRS and the Facility Owners. TRS is the sole legal owner of Pool One LLC. Pool One LLC is the sole legal owner of Pool One Operating Tenant GP and the Operating Tenants (other than McCandless Operating Tenant and Simi Valley Operating Tenant). Pool One LLC and Pool One Operating Tenant GP are the sole legal owners of McCandless Operating Tenant and Simi Valley Operating Tenant. The Propco Interests and the Opco Interests are validly issued.

Section 5.12 Adverse Actions. Seller has not taken any actions that could give rise to a Lien on, or any other adverse consequences with respect to, the Real Property or any of the assets or property owned by the Joint Venture, Facility Owners, Operating Subsidiaries, the TRS or Pool One LLC.

Section 5.13 No Undisclosed Liabilities. To Seller’s knowledge, none of the Joint Venture, TRS, Pool One LLC, the Operating Subsidiaries or the Facility Owners has any material Liabilities required by GAAP to be disclosed on a balance sheet, except those Liabilities incurred in the ordinary course of business, those Liabilities that have been disclosed to Purchaser or that Purchaser has knowledge of, or those Liabilities that are set forth on the most recent financial statements of such entities.

Section 5.14 Taxes. There are no due, but unpaid, Tax liabilities or obligations of Seller or, to Seller’s knowledge, the Joint Venture, TRS, Pool One LLC, the Operating Subsidiaries or the Facility Owners, whether contingent or otherwise, which, by application of law or otherwise, Purchaser could, upon Closing, reasonably be expected to become responsible for. To Seller’s knowledge, none of the Joint Venture, TRS, Pool One LLC, the Operating Subsidiaries or the Facility Owners has been notified in writing of any pending or threatened Tax audit. To Seller’s knowledge, the Joint Venture, TRS, Pool One LLC, the Operating

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Subsidiaries and the Facility Owners have filed all required federal, state and local Tax returns and have made adequate provision for the payment of such Taxes, if any. To Seller’s knowledge, there are no present or pending disputes as to Taxes of any nature payable by the Joint Venture, TRS, Pool One LLC, the Operating Subsidiaries or the Facility Owners or proposed assessments of any Taxes pending against such entities, nor, to the knowledge of Seller, is there basis for any such disputes. To Seller’s knowledge, the Joint Venture has, at all times since its formation, been taxed as a partnership for the purposes of all applicable federal, state and local Tax filings and returns.

As used in this Agreement, the phrase “to Seller’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed or implied) knowledge, after due inquiry, of John Starr, Kevin R. Maddron or Sarah W. Nixon.

Article VI.

COVENANTS

Section 6.01 Publicity. The parties agree that, prior to the Closing, no public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the other parties, except as required by law or applicable regulations. The parties may disclose this Agreement and matters relating to the subject matter hereof to (i) their professional advisers (including legal and financial advisers) or (ii) any prospective or existing lenders, provided that in each case any such party informs the recipient of the confidentiality obligations of such party hereunder. The parties understand and agree that if required by law, or if required by applicable disclosure requirements under applicable securities laws or other laws, one or more of the parties may (i) disclose certain information concerning the transaction, (ii) issue one (1) or more press releases concerning the execution of this Agreement and/or the purchase of the Facilities, provided that with respect to any press release which identifies Seller, Purchaser or their respective Affiliates, the party issuing the release shall use its reasonable best efforts to seek the prior approval of the other party, as applicable, such approval not to be unreasonably delayed or withheld and, in any event, such requirement to seek prior approval not to preclude any party or its Affiliate from complying with applicable disclosure obligations under law, and (iii) file a copy of this Agreement with the Securities and Exchange Commission.

Section 6.02 Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take all action and to do all things necessary, proper or advisable to satisfy any condition hereunder in its power to satisfy and for which it is responsible for the satisfaction of, and to consummate and make effective as soon as practicable the transactions contemplated by this Agreement, provided that except as otherwise provided in this Agreement in no event shall a party be required to pay more than a de minimus amount to any third party in connection with the exercise of such commercially reasonable efforts.

Section 6.03 No Recordation. Seller and Purchaser each agrees that neither this Agreement nor any memorandum or notice hereof shall be recorded.

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Section 6.04 Licenses. Seller shall use commercially reasonable efforts to cooperate, and shall cause the Operating Tenants to cooperate, with Purchaser in such manner as Purchaser may reasonably request in connection with the issuance or transfer to Purchaser, the Operating Tenants, the Facility Owners and/or Manager (or other appropriate party) of the Licenses, provided that in no event shall Seller be required to incur any financial obligation to any party in connection with the exercise of such commercially reasonable efforts. Without limiting the generality of the foregoing, Seller shall promptly provide to Purchaser such information in its possession and control concerning the Joint Venture, Manager, the Facility Owners, the Operating Tenants and the Facilities as may be reasonably requested by any Governmental Entity in connection with the issuance of Licenses required to effect the transactions contemplated by this Agreement, and none of the Joint Venture, the Operating Tenants or the Facility Owners shall bear any costs in connection with such issuance or transfer prior to the Closing.

Section 6.05 Casualty. In the event that all or any portion of the Facilities is damaged or destroyed by fire or other casualty prior to Closing, subject to the terms of the Existing Owner Financing, the Joint Venture shall promptly cause the applicable Facility Owner or Operating Tenant to undertake such repair and complete the same. Closing will not be extended to permit the Facility Owner and Operating Tenant to complete the same, but subject to the terms of any Existing Owner Financing, the insurance proceeds will be assigned to Purchaser or its designee at Closing to pay the costs of restoration.

Section 6.06 Condemnation. In the event there is any permanent or temporary actual or threatened taking or condemnation of any portion of any Facility, any and all proceeds of such taking or condemnation shall be delivered or assigned to Purchaser or its designee at Closing.

Section 6.07 Operation of Business; Insurance. Through the Closing Date, Purchaser shall cause Manager to (i) continue to manage and operate the Facilities, taken as a whole, in the ordinary course of business in the manner it has previously managed and operated the Facilities prior to the date of this Agreement, and (ii) maintain in full force and effect insurance against loss or damage by fire and such other hazards as are customarily covered by extended coverage endorsement in commercially reasonable amounts, but in no event less than the full replacement cost of the Real Property and improvements thereon.

Section 6.08 Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, the Operating Subsidiaries, the Facility Owners, Pool One LLC or the TRS and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.

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Section 6.09 Tax Information. Purchaser shall provide to Seller, at Seller’s reasonable request and at no more than a de minimus cost to Purchaser, any documents, records, or similar information in Purchaser’s possession related to Taxes arising in periods prior to or at Closing with respect to the Seller’s Interest.

Section 6.10 TRS Election. Upon request of Purchaser in connection with the consummation of the Merger, Seller shall cooperate with Purchaser and Sunrise in making a taxable REIT subsidiary election with respect to TRS for the benefit of Purchaser and its Affiliates, which cooperation may include, without limitation, completing, executing and filing applicable forms with the Internal Revenue Service.

Section 6.11 Restructuring; Modifications. Seller agrees to cooperate in good faith with Purchaser, Sunrise and the holders of the Existing Owner Financing prior to or after the consummation of the Merger to (a) restructure the Joint Venture, TRS, Pool One LLC, the Facility Owners and/or the Operating Subsidiaries, and (b) modify the mortgages and other documents evidencing the Existing Owner Financing; provided, that, in no event will Seller be negatively impacted economically by such restructuring or modifications or become subject to additional Liabilities beyond what is contemplated by this Agreement as a result of such restructuring or modifications. Purchaser will pay all reasonable costs, including legal fees and transfer or similar transaction-related Taxes, incurred by Seller and its Affiliates in connection with any such restructuring or modifications.

Article VII.

CONDITIONS PRECEDENT TO THE OBLIGATION

OF PURCHASER AND SELLER TO CLOSE

Section 7.01 Conditions to Each Party’s Obligation to Close. The obligation of each party to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by the parties at or prior to Closing:

(a) No Governmental Entity of competent jurisdiction will have enacted, issued, promulgated, enforced or entered into any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibits the consummation of such transactions.

(b) The transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 21, 2012, by and among Sunrise Senior Living, Inc., Brewer Holdco, Inc., Brewer Holdco Sub, Inc., Health Care REIT, Inc. and Red Fox, Inc. (the “Merger”) shall have been consummated.

(c) Contemporaneously with the Closing of the transactions contemplated by this Agreement, the transactions contemplated by the Other Purchase Agreements shall be consummated.

(d) The parties shall cooperate in good faith to allocate the Purchase Price for the properties identified in Exhibit F on or before January 31, 2013.

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(e) The parties hereby acknowledge and agree that Exhibit F is a draft exhibit, and the parties shall finalize such Exhibit F on or before January 31, 2013, which final version shall include the party responsible for the payment of transfer taxes, if applicable, relating to the properties identified in Exhibit F. As such, the parties hereby acknowledge that the responsible party as currently reflected in Exhibit F may be changed on or before January 31, 2013.

Section 7.02 Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Purchaser at or prior to Closing:

(a) Seller shall have performed in all material respects all of its obligations under this Agreement which are required to be performed at or prior to Closing.

(b) All representations and warranties of Seller set forth in Article V of this Agreement shall have been true and correct in all material respects as of the Contract Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

(c) Seller shall have executed and/or delivered all of the documents required to be delivered at Closing pursuant to Section 8.02(a).

(d) The Operating Tenants, Manager and/or their respective Affiliates shall have obtained all of the Healthcare Permits necessary for the operation of the Facilities after the Closing.

(e) All lender consents required under the documents evidencing the Existing Owner Financing shall have been obtained.

Section 7.03 Conditions to Seller’s Obligation to Close. The obligation of Seller to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Seller at or prior to Closing:

(a) Purchaser shall have performed in all material respects its obligations under this Agreement which are required to be performed at or prior to Closing.

(b) All representations and warranties of Purchaser set forth in Article IV of this Agreement shall be true and correct in all material respects as of the Contract Date and as of Closing with the same force and effect as though made on and as of the Closing Date.

(c) Purchaser shall have executed and delivered all of the documents required to be delivered at Closing pursuant to Sections 8.02(b).

(d) Purchaser shall cause lender to release, from and after Closing, Seller and/or its Affiliates under those certain agreements listed on Exhibit D in a form reasonably satisfactory to Seller.

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Article VIII.

CLOSING

Section 8.01 Time and Place. Closing of Purchaser’s acquisition of Seller’s Interest pursuant to this Agreement (the “Closing”) shall take place at the offices of Purchaser (or at such other place as Purchaser and Seller mutually agree) on the Closing Date or such other date as is mutually agreed upon by Seller and Purchaser. The parties currently anticipate that the Closing will occur on or about July 1, 2013, subject to the satisfaction or waiver of the conditions described in Article VII.

Section 8.02 Delivery of Documents at Closing.

(a) At Closing, Seller shall:

(i) Execute and deliver to Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture.

(ii) Execute, cause to be acknowledged and deliver to Purchaser a certificate confirming the matters set forth in Sections 7.02(a) and (b) with respect to Seller as of the Closing Date, such certificate to be signed by a duly authorized officer of Seller (or its controlling Affiliate).

(iii) Provide to Purchaser (A) a copy of the Charter Documents of Seller certified by a duly authorized officer of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require.

(iv) Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement).

(v) Execute, cause to be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”).

(vi) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit E, as required by Section 1445 of the Code.

(vii) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with Closing.

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(viii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interests or the indirect interests in the Facility Owners to Purchaser (or its designee) as contemplated hereunder.

(b) At Closing, Purchaser shall:

(i) Pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder.

(ii) Execute and deliver the Assignment and Assumption of Interest Agreement.

(iii) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement).

(iv) Execute, acknowledge and deliver a certificate to Seller confirming the matters set forth in Sections 7.03(a) and (b) with respect to Purchaser, as of the Closing Date, such certificates to be signed by an officer of Purchaser.

(v) Execute, and cause to be acknowledged, as appropriate, and deliver the Closing Statement.

(vi) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Purchaser (as the case may be), in connection with the transfer of Seller’s Interests or the indirect interests in the Facility Owners to Purchaser (or its designee).

Section 8.03 Closing Costs.

(a) Except as otherwise specifically provided in this Agreement, Purchaser and Seller shall each, as appropriate, pay the fees and expenses of their own attorneys, accountants, financial advisors, investment bankers and employees.

(b) Any transfer taxes, fees or similar charges incurred as a result of the transactions contemplated by this Agreement shall be paid by the party customarily responsible for the payment of such taxes, fees and charges in the applicable jurisdiction. For purposes of clarity, the parties agree that Exhibit F attached hereto sets forth the customary allocation of such taxes, fees and charges.

(c) Purchaser shall pay for any and all assumption, prepayment, defeasance or similar costs and fees in connection with the Existing Owner Financing, including any costs or fees in connection with consents from the holders of the Existing Owner Financing or other

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actions required in connection with the Existing Owner Financing with respect to the transactions contemplated by this Agreement. Such costs and fees shall include Seller’s reasonable legal fees incurred in connection with such assumptions, prepayments or defeasances.

Article IX.

INDEMNITY; DEFAULT; DAMAGES; TERMINATION

Section 9.01 Purchaser’s Remedies for Seller’s Defaults. If Seller materially breaches any of its representations and warranties hereunder, or defaults on any of its obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from Purchaser to Seller specifying such default, including, without limitation, a breach of the obligation to sell Seller’s Interest on the Closing Date, time being of the essence, Purchaser may, as Purchaser’s sole remedy hereunder, by delivering notice in writing to Seller in the manner provide in this Agreement, either (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those obligations that expressly survive such termination), (ii) seek enforcement of this Agreement by a decree of specific performance or injunctive relief requiring Seller to fulfill its obligations under this Agreement, including but not limited to the transfer of Seller’s Interest or (iii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price and without any further claim against Seller.

Section 9.02 Seller’s Remedies for Purchaser’s Defaults. If Purchaser materially breaches any of its representations or warranties hereunder, or defaults on any of its obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from Seller to Purchaser specifying such default, Seller may, as its sole remedy hereunder, by delivering notice in writing to Purchaser in the manner provided in this Agreement, either, (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those obligations that expressly survive such termination), or (ii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price and without any further claim against Purchaser.

Section 9.03 Indemnification by Purchaser. If the Closing occurs, Purchaser shall indemnify, defend, and hold harmless Seller and its respective members, officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Purchaser of any of its representations, warranties, covenants or agreements in this Agreement or any other Document to which it is a party; provided, however, that all claims for indemnification under this Section 9.03 must be set forth in reasonable detail in a written notice received by Purchaser during the Survival Period (as defined below) and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of the Survival Period. Notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, Purchaser shall not have liability to Seller for Losses incurred by Seller (a) unless and until the aggregate amount of Losses subject to indemnification exceeds the Deductible, and (b) in excess of an amount equal to two and one-half percent (2.5%) of the Purchase Price.

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Section 9.04 Indemnification by Seller. If the Closing occurs, (A) Seller shall indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Seller of any of its representations, warranties, covenants or agreements in this Agreement or any other Document to which it is a party and (B) CNL Lifestyle Properties, Inc. (“Seller Parent”) and Seller shall jointly and severally, indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Seller of any of its representations set forth in Sections 5.02 and 5.11; provided, however, that all claims for indemnification under this Section 9.04 must be set forth in reasonable detail in a written notice received by Seller and/or Seller Parent not later than the date that is twelve (12) months following the Closing Date (the “Survival Period”) and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of the Survival Period. Notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser for Losses incurred by Purchaser (other than Losses incurred as a result of any breach or inaccuracy of any representation or warranty contained in Sections 5.02 and 5.11) unless and until the aggregate amount of Losses subject to indemnification exceeds Twenty-Five Thousand Dollars ($25,000.00) (the “Deductible”). In addition, notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser in excess of: (x) with respect to the representations set forth in Sections 5.02 and 5.11, an amount equal to the Purchase Price and (y) with respect to all other breaches by Seller in this Agreement or any other Document, an amount equal to two and one-half percent (2.5%) of the Purchase Price.

Section 9.05 Administration of Indemnification. For purposes of administering the indemnification provisions set forth in Sections 9.03 and 9.04, the following procedure shall apply:

(a) Whenever a claim shall arise for indemnification under this Article, the party entitled to indemnification (the “Indemnified Party”) shall promptly give written notice to the party from whom indemnification is sought (the “Indemnifying Party”) setting forth in reasonable detail, to the extent then available, the facts concerning the nature of such claim and the basis upon which the Indemnified Party believes that it is entitled to indemnification hereunder.

(b) In the event of any claim for indemnification resulting from or in connection with any claim by a third party, the Indemnifying Party shall be entitled, at its sole expense, either (i) to participate in defending against such claim or (ii) to assume the entire defense with counsel which is selected by it and which is reasonably satisfactory to the Indemnified Party provided that (A) the Indemnifying Party agrees in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of such claim or proceeding and (B) no settlement shall be made and no judgment consented to without the prior written consent of the Indemnified Party which shall not be unreasonably withheld. If, however, (i) the claim, action, suit or proceeding would, if successful, result in the imposition of damages for which the Indemnifying Party would not be solely responsible, or (ii) representation

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of both parties by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying Party shall not be entitled to assume the entire defense and each party shall be entitled to retain counsel who shall cooperate with one another in defending against such claim. In the case of clause (i) of the immediately preceding sentence, the Indemnifying Party shall be obligated to bear only that portion of the expense of the Indemnified Party’s counsel that is in proportion to the damages indemnifiable by the Indemnifying Party compared to the total amount of the third-party claim against the Indemnified Party.

(c) If the Indemnifying Party does not choose to defend against a claim by a third party, the Indemnified Party may defend in such manner as it deems appropriate or settle the claim (after giving notice thereof to the Indemnifying Party) on such terms as the Indemnified Party may deem appropriate, and the Indemnified Party shall be entitled prompt indemnification from the Indemnifying Party in accordance with this Article.

(d) Failure or delay by an Indemnified Party to give prompt notice of any claim shall not release, waive or otherwise affect an Indemnifying Party’s obligations with respect to the claim, except to the extent that the Indemnifying Party can demonstrate actual loss or prejudice as a result of such failure or delay.

Section 9.06 Exclusive Remedies. The rights and remedies set forth in this Article IX shall be exclusive of all other rights to monetary damages that any party (or any party’s successors or assigns) would otherwise have at law or in equity in connection with the transactions contemplated by this Agreement or any other Document, other than with respect to claims based on common law fraud or rights which by law cannot be waived or limited.

Section 9.07 Termination. Notwithstanding anything in this Agreement to the contrary:

(a) This Agreement shall automatically terminate upon the termination of the Merger Agreement.

(b) This Agreement may be terminated at any time by mutual written consent of Purchaser and Seller.

(c) Purchaser may terminate this Agreement in accordance with Section 9.01 and Seller may terminate this Agreement in accordance with Section 9.02.

(d) This Agreement may be terminated by Purchaser or Seller if the transactions contemplated by this Agreement have not been consummated by December 31, 2013; provided however, that if the transactions contemplated by this Agreement have not been consummated by December 31, 2013 as a result of the failure to obtain the approvals and consents required under Sections 7.02(d) or (e), Purchaser shall have such additional time as may be necessary to obtain such approvals and consents so long as Purchaser is diligently proceeding to obtain them but in no event later than one hundred eighty (180) days following the consummation of the Merger.

(e) This Agreement may be terminated by Purchaser or Seller if the Merger has not been consummated by August 21, 2013.

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(f) Upon the termination of this Agreement, Purchaser and Seller shall have no further rights, obligations or Liabilities to the other party arising out of or resulting from this Agreement or the Documents, except for those items that expressly survive termination of this Agreement or the Documents. This Section 9.07(e) and Sections 6.01 (Publicity) and 10.08 (Governing Law) will survive any such termination.

Section 9.08 Effect of Failure to Close on Venture Agreement. If any transaction contemplated by this Agreement does not close for any reason, including due to a default by Seller or Purchaser or their respective Affiliates or the failure of a condition to the Closing of any such contemplated transaction, the same shall not have any effect on the Venture Agreement or any other documents, instrument and agreement existing with respect to the Facilities or the ownership thereof.

Article X.

MISCELLANEOUS

Section 10.01 Further Actions. From time to time before, at and after the Closing, each party will execute and deliver such documents as reasonably requested by any other party in order more effectively to consummate the transactions contemplated hereby, provided that such documents do not impose additional Liabilities on such party.

Section 10.02 Consents under Venture Agreement. Seller acknowledges that the transactions contemplated hereunder may require the consent of Seller in accordance with the terms of the Venture Agreement, and the execution and delivery by Seller of this Agreement shall evidence any such required consent of Seller.

Section 10.03 Notices. All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if delivered by courier (including overnight delivery service) or sent by registered or certified mail, first class, postage prepaid, or by electronic mail or facsimile (provided that an additional copy is delivered by one of the foregoing methods), addressed as follows:

(a)    If to Seller, to:
CLP SL II Holding, LLC
450 South Orange Avenue, 12th Floor
Orlando, Florida 32801
Attn.: Holly J. Greer, Esq.
Facsimile No: 407-540-2544
Email Address: holly.greer@cnl.com
with a copy to:
	Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
	215 North Eola Drive
	Orlando, Florida 32801
	Attn.: Peter E. Reinert, Esq.
	Facsimile No: 407-843-4444
	Email Address: peter.reinert@lowndes-law.com

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(b)    If to Seller Parent, to:

CNL LIFESTYLE PROPERTIES, INC.

450 South Orange Avenue, 12th Floor

Orlando, Florida 32801

Attn.: Holly J. Greer, Esq.

Facsimile No: 407-540-2544

Email Address: holly.greer@cnl.com

with a copy to:

Lowndes, Drosdick, Doster, Kantor & Reed, P.A.

215 North Eola Drive

Orlando, Florida 32801

Attn.: Peter E. Reinert, Esq.

Facsimile No: 407-843-4444

Email Address: peter.reinert@lowndes-law.com

(c)    If to Purchaser, to:

Health Care REIT, Inc.

4500 Dorr Street

Toledo, Ohio 43615

Attn.: Jeffrey H. Miller

Facsimile No: 419-247-2826

Email Address: jmiller@hcreit.com

with a copy to:

Shumaker, Loop & Kendrick, LLP

1000 Jackson Street

Toledo, Ohio 43604

Attn.: Gregory J. Shope

Facsimile No: 419-241-6894

Email Address: gshope@slk-law.com

or such other address as a party may from time to time notify the other party in writing (as provided above). Any such notice, demand or communication shall be deemed to have been given (i) if so mailed, as of the close of the fifth Business Day following the date so mailed, (ii) if delivered by courier, on the date received and (iii) if sent by electronic mail or facsimile, on the date transmitted if during normal business hours of the recipient, and otherwise on the next Business Day of the recipient.

Section 10.04 Entire Agreement. This Agreement, the Exhibits and the other Documents contain the entire understanding among the parties with respect to the subject matter hereof and are intended to be a full integration of all prior or contemporaneous agreements, conditions or

21

undertakings among the parties hereto. There are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, among the parties with respect to the subject matter hereof other than as set forth in this Agreement and the Exhibits and other Documents.

Section 10.05 Not Construed Against Drafter. This Agreement has been negotiated and prepared by the parties and their respective counsel, and should any provision of this Agreement require judicial interpretation, the court interpreting or construing the provision shall not apply the rule of construction that a document is to be construed more strictly against one party.

Section 10.06 Binding Effect; Benefits. Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors or permitted assigns. Except to the extent specified herein, nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto and their respective successors or permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 10.07 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of the other parties, provided that Purchaser may assign all of its respective rights under this Agreement to an Affiliate, provided further that (i) the representations and warranties of Purchaser shall be true and correct in all material respects as applied to the applicable assignee (with such immaterial modifications required to make such representations and warranties true as to such assignee), (ii) Purchaser shall execute and deliver to Seller a written instrument in form and substance satisfactory to the parties, in their reasonable discretion, in which Purchaser and the assignee agree to be jointly and severally liable for performance of all of the applicable assignee’s obligations under this Agreement, and (iii) Purchaser shall remain fully liable for its obligations under this Agreement.

Section 10.08 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

Section 10.09 Amendments and Waivers. No term or provision of this Agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom the enforcement of such amendment, waiver, discharge or termination is sought. Any waiver shall be effective only in accordance with its express terms and conditions.

Section 10.10 Severability. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof, and any such unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto hereby waive any provision of law now or hereafter in effect which renders any provision hereof unenforceable in any respect.

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Section 10.11 Headings. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 10.12 Counterparts. This Agreement may be executed in any number of counterparts, and by any party on separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

Section 10.13 References. All references in this Agreement to Articles and Sections are to Articles and Sections contained in this Agreement unless a different document is expressly specified.

Section 10.14 Exhibits. Unless otherwise specified herein, each Exhibit referred to in this Agreement is attached hereto, and each such Exhibit (other than Exhibits that are to be separately executed and delivered as Documents) is hereby incorporated by reference and made a part hereof as if fully set forth herein.

Section 10.15 Attorneys’ Fees. In the event any party brings an action to enforce or interpret any of the provisions of this Agreement, the “prevailing party” in such action shall, in addition to any other recovery, be entitled to its reasonable attorneys’ fees and expenses arising from such action and any appeal or any bankruptcy action related thereto, whether or not such matter proceeds to court. For purposes of this Agreement, “prevailing party” shall mean, in the case of a Person asserting a claim, such Person is successful in obtaining substantially all of the relief sought, and in the case of a Person defending against or responding to a claim, such Person is successful in denying substantially all of the relief sought.

Section 10.16 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY ANY OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, SELLER’S INTEREST, THE FACILITIES OR THE RELATIONSHIP OF THE PARTIES HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT.

Section 10.17 Facsimile and PDF Signatures. Signatures to this Agreement transmitted by facsimile or by electronic mail in PDF format shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original to this Agreement with its actual signature to the other parties, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own facsimile signature or signature transmitted by electronic mail in PDF format and shall accept the facsimile signature or signature transmitted by electronic mail in PDF format of each other party to this Agreement.

[SIGNATURES FOLLOW ON NEXT PAGE]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above.

SELLER
CLP SL II HOLDING, LLC, a Delaware limited liability company
By:	/s/ Kevin R. Maddron
Name:	Kevin R. Maddron
Title:	Senior Vice President

[Signature Page to Purchase and Sale Agreement]

PURCHASER
HEALTH CARE REIT, INC., a Delaware corporation
By:	/s/ Erin C. Ibele
Name:	Erin C. Ibele
Title:	Senior Vice President-Administration and Corporate Secretary

[Signature Page to Purchase and Sale Agreement]

SELLER PARENT
Executed solely for the purpose of acknowledging and agreeing to the indemnity by the undersigned set forth in Section 9.04
CNL LIFESTYLE PROPERTIES, INC.
By:	/s/ Kevin R. Maddron
Name:	Kevin R. Maddron
Title:	Senior Vice President

[Signature Page to Purchase and Sale Agreement]

Exhibit A

Facilities; Facility Owners; Operating Tenants

[Intentionally Omitted]

Exhibit B

Form of Assignment and Assumption of Interest Agreement

[Intentionally Omitted]

Exhibit C

Purchase Price Calculation

[Intentionally Omitted]

Exhibit D

Listing of Lender Releases

[Intentionally Omitted]

Exhibit E

Non-Foreign Status Affidavit

[Intentionally Omitted]

Exhibit F

Transfer Tax Payment Allocation

[Intentionally Omitted]

EX-10.20

Exhibit 10.20

PURCHASE AND SALE AGREEMENT

by and among

CLP SL III HOLDING, LLC,

a Delaware limited liability company,

and

HEALTH CARE REIT, INC.,

a Delaware corporation,

December 18, 2012

TABLE OF CONTENTS

Article I. INTERPRETATION		2
Section 1.01	Defined Terms	2
Section 1.02	Additional Defined Terms	5
Article II. AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST AND THE SHARES		6
Section 2.01	Sale of Seller’s Interest	6
Section 2.02	Distribution of Certain Cash	6
Article III. TITLE TO SELLER’S INTEREST AND THE SHARES		7
Section 3.01	Title to Interests	7
Section 3.02	Satisfaction of Conditions Precedent	7
Article IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER		7
Section 4.01	Organization, Good Standing and Entity Authority	7
Section 4.02	Authorization and Binding Effect of Documents	7
Section 4.03	Absence of Conflicts	7
Section 4.04	Consents	8
Section 4.05	Broker’s or Finder’s Fees	8
Section 4.06	No Insolvency	8
Article V. REPRESENTATIONS AND WARRANTIES OF SELLER		8
Section 5.01	Organization and Good Standing and Entity Authorization	8
Section 5.02	Authorization and Binding Effect of Documents	8
Section 5.03	Absence of Conflicts	9
Section 5.04	Consents	9
Section 5.05	Broker’s or Finder’s Fees	9
Section 5.06	ERISA	10
Section 5.07	No Judgments	10
Section 5.08	No Insolvency	10
Section 5.09	FIRPTA	10
Section 5.10	Specially Designated National or Blocked Person	10
Section 5.11	Ownership of Seller’s Interest and the Shares	10
Section 5.12	Adverse Actions	11
Section 5.13	No Undisclosed Liabilities	11
Section 5.14	Taxes	11
Article VI. COVENANTS		12
Section 6.01	Publicity	12
Section 6.02	Commercially Reasonable Efforts	12
Section 6.03	No Recordation	12
Section 6.04	Licenses	12
Section 6.05	Casualty	13
Section 6.06	Condemnation	13
Section 6.07	Operation of Business; Insurance	13

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Section 6.08	Exclusivity During Contract Period	13
Section 6.09	Tax Information	13
Section 6.10	TRS Election	13
Section 6.11	Restructuring; Modifications	14
Article VII. CONDITIONS PRECEDENT TO THE OBLIGATION OF PURCHASER AND SELLER TO CLOSE		14
Section 7.01	Conditions to Each Party’s Obligation to Close	14
Section 7.02	Conditions to Purchaser’s Obligation to Close	15
Section 7.03	Conditions to Seller’s Obligation to Close	15
Article VIII. CLOSING		15
Section 8.01	Time and Place	15
Section 8.02	Delivery of Documents at Closing	16
Section 8.03	Closing Costs	17
Article IX. INDEMNITY; DEFAULT; DAMAGES; TERMINATION		18
Section 9.01	Purchaser’s Remedies for Seller’s Defaults	18
Section 9.02	Seller’s Remedies for Purchaser’s Defaults	18
Section 9.03	Indemnification by Purchaser	18
Section 9.04	Indemnification by Seller	18
Section 9.05	Administration of Indemnification	19
Section 9.06	Exclusive Remedies	20
Section 9.07	Termination	20
Section 9.08	Effect of Failure to Close on Venture Agreement	21
Article X. MISCELLANEOUS		21
Section 10.01	Further Actions	21
Section 10.02	Consents under Venture Agreement	21
Section 10.03	Notices	21
Section 10.04	Entire Agreement	22
Section 10.05	Not Construed Against Drafter	23
Section 10.06	Binding Effect; Benefits	23
Section 10.07	Assignment	23
Section 10.08	Governing Law	23
Section 10.09	Amendments and Waivers	23
Section 10.10	Severability	23
Section 10.11	Headings	23
Section 10.12	Counterparts	24
Section 10.13	References	24
Section 10.14	Exhibits	24
Section 10.15	Attorneys’ Fees	24
Section 10.16	Waiver of Jury Trial	24
Section 10.17	Facsimile and PDF Signatures	24

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EXHIBITS
A	Facilities; Facility Owners; Operating Tenant
B	Form of Assignment and Assumption of Interest Agreement
C	Purchase Price Calculation
D	Listing of Lender Releases
E	Non-Foreign Status Affidavit
F	Transfer Tax Payment Allocation

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of the 18th day of December, 2012, by and among CLP SL III Holding, LLC, a Delaware limited liability company (“Seller”), and Health Care REIT, Inc., a Delaware corporation (“Purchaser”). Certain capitalized terms used herein are defined in Section 1.01.

RECITALS:

A. Seller and Sunrise Senior Living Investments, Inc., a Virginia corporation (“Sunrise”), are the sole members of CLPSun Partners III, LLC, a Delaware limited liability company (“Joint Venture”), in which Seller owns a 67.8778% membership interest and Sunrise owns a 32.1222% membership interest. Seller’s interest in the Joint Venture is referred to herein as “Seller’s Interest”.

B. Seller is the sole stockholder of CLP SL III TRS Corp., a Delaware corporation (the “TRS”). The shares in TRS held by Seller are referred to herein as the “Shares”. TRS is the sole member of CLPSun III Tenant GP, LLC, a Delaware limited liability company (“CLPSun III Tenant GP”), and CLPSun III Tenant Acquisition, LLC, a Delaware limited liability company (“CLPSun III Tenant Acquisition”). CLPSun III Tenant GP is the 1% general partner of CLPSun III Tenant, LP, a Delaware limited partnership (“Operating Tenant”), CLPSun III Tenant Acquisition is the 66.8778% limited partner of Operating Tenant and Sunrise is the 32.1222% limited partner of Operating Tenant. TRS, CLPSun III Tenant GP, CLPSun III Tenant Acquisition and Operating Tenant are referred to herein collectively as the “Operating Subsidiaries”.

C. Joint Venture is (i) the sole member of Master CLPSun III GP, LLC, a Delaware limited liability company (“Master CLPSun III GP”) and (ii) the 99% limited partner of Master CLPSun III, LP, a Delaware limited partnership (“Master CLPSun III LP”). Master CLPSun III GP is the 1% general partner of Master CLPSun III LP. Master CLPSun III GP and Master CLPSun III LP are referred to herein collectively as the “JV Subsidiaries”.

D. Master CLPSun III LP is (i) the sole member of (a) CLPSun III GP, LLC, a Delaware limited liability company (“CLPSun III GP”), (b) CLPSun III Lenexa Senior Living, LLC, a Delaware limited liability company (“Lenexa”), (c) CLPSun III Shelby Senior Living, LLC, a Delaware limited liability company (“Shelby”), (d) CLPSun III Golden Valley Senior Living, LLC, a Delaware limited liability company (“Golden Valley”) and (e) CLPSun III Minnetonka Senior Living, LLC, a Delaware limited liability company (“Minnetonka”), and (ii) the 99% limited partner of CLPSun III Palo Alto Senior Living, LP, a Delaware limited partnership (“Palo Alto”), CLPSun III Dresher Senior Living, LP, a Delaware limited partnership (“Dresher”), and CLPSun III Plano Senior Living, LP, a Delaware limited partnership (“Plano”). CLPSun III GP is the 1% general partner of (i) Palo Alto, (ii) Dresher and (iii) Plano. Lenexa, Shelby, Golden Valley, Minnetonka, Palo Alto, Dresher and Plano are referred to herein collectively as the “Facility Owners”. Joint Venture’s interests in Master CLPSun III GP and Master CLPSun III LP, Master CLPSun III GP’s interest in Master CLPSun III LP, Master CLPSun III LP’s interests in CLPSun III GP and in the Facility Owners and CLPSun III GP’s interests in the Facility Owners are referred to herein collectively as the “Propco Interests”.

E. Seller’s interest in TRS, TRS’s interests in CLPSun III Tenant GP and CLPSun III Tenant Acquisition, CLPSun III Tenant GP’s interest in Operating Tenant and CLPSun III Tenant Acquisition’s interest in Operating Tenant are referred to herein collectively as the “Opco Interests”.

F. Joint Venture is governed by that certain Amended and Restated Limited Liability Company Agreement of the Joint Venture, dated as of October 12, 2011 (as may be amended, the “Venture Agreement”).

G. Each Facility Owner owns the fee simple interest in the senior living facility described in Column 2 of Exhibit A attached hereto (each a “Facility” and collectively, the “Facilities”) set forth across from such Facility Owner’s name.

H. Pursuant to one or more lease agreements, each of the Facilities is leased from the applicable Facility Owner to Operating Tenant.

I. Pursuant to a separate property management agreement and related documents for each Facility, each of the Facilities is managed by Sunrise Senior Living Management, Inc., an Affiliate of Sunrise (“Manager”).

J. At Closing, Purchaser intends to purchase Seller’s Interest and the Shares and Seller has agreed to sell Seller’s Interest and the Shares to Purchaser pursuant to the terms and conditions set forth herein, and upon receipt of the Purchase Price, Seller has agreed to withdraw from the Joint Venture pursuant to the terms and conditions set forth herein. Seller has determined that the Purchase Price approximates the net proceeds that the Seller would have realized had the Joint Venture sold its assets for a gross sales price of approximately $173,038,115.

K. Contemporaneously with the execution and delivery of this Agreement, Purchaser and/or one or more Affiliates of Purchaser are entering into those certain Purchase and Sale Agreements, pursuant to which Purchaser and/or one or more Affiliates of Purchaser will purchase certain membership interests of Seller’s Affiliates in CLPSun Partners II, LLC and CC3 Acquisition, LLC, each a Delaware limited liability company (collectively, the “Other Purchase Agreements”).

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I.

INTERPRETATION

Section 1.01 Defined Terms. As used herein, the following terms shall have the meanings indicated:

Affiliate: With respect to any specified Person that is not an individual, another Person which, directly or indirectly, controls, is controlled by, or is under common control with, the specified Person.

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Assignment and Assumption of Interest Agreement: Assignment and Assumption Agreement substantially in the form of Exhibit B.

Business Day: Any day, other than a Saturday, a Sunday or a day on which banks in New York City are required or authorized to close.

Charter Documents: (i) with respect to any Person which is a corporation, the certificate of incorporation and bylaws of such Person, (ii) with respect to any Person which is a limited liability company, the certificate of formation and operating or limited liability company agreement of such Person, and (iii) with respect to any Person which is a limited partnership, the certificate of limited partnership and partnership agreement of such Person.

Code: The United States Internal Revenue Code of 1986, as amended.

Contract Date: The date of this Agreement, set forth in the introductory paragraph.

Documents: This Agreement and all Exhibits hereto, and each other agreement, certificate or instrument delivered pursuant to this Agreement.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

Existing Owner Financing: The existing mortgage financing obtained by the Facility Owners with respect to the Facilities.

GAAP: United States generally accepted accounting principles, consistently applied.

Governmental Entity: Any governmental authority, agency, commission, board or public authority.

Healthcare Permits: All licenses, permits, certifications or approvals issued by Governmental Entities necessary for Facility Owners, Operating Tenant and Manager to provide healthcare and other assisted living services to Residents as are provided or offered by Facility Owners, Operating Tenant or Manager as of the Contract Date or the Closing Date.

Liabilities: Obligations or commitments of any nature whatsoever, whether direct or indirect, matured or unmatured, fixed or unfixed, known or unknown, accrued, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any indebtedness or guaranty.

Licenses: All certificates, licenses, and permits issued by Governmental Entities in connection with the ownership, leasing, use, occupancy, operation, and maintenance of the Facilities, including the Healthcare Permits.

Lien: Any mortgage, deed of trust, pledge, hypothecation, right of first refusal, security, voting trust agreement, encumbrance, option, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any assets or property, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement, and the filing of or agreement to give any financing statement with respect to any assets or property under the Uniform Commercial Code or comparable law of any jurisdiction.

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Loss: With respect to any Person, any and all costs, obligations, liabilities, demands, claims, settlement payments, awards, judgments, fines, penalties, damages, and reasonable out-of-pocket expenses, including court costs and reasonable attorneys’ fees, whether or not arising out of a third party claim, but excluding consequential damages.

Material Adverse Effect: Any change, event, development or effect that individually or in the aggregate has a material adverse effect on (a) the assets, financial condition or results of operations of the Joint Venture, the Facilities, the Facility Owners, Operating Tenant and the Real Property in the aggregate or (b) the ability of the parties to consummate the transactions contemplated by this Agreement.

Person: Any individual, partnership, corporation, limited liability company, trust or other legal entity.

Purchase Price: An amount equal to $36,001,094, based on anticipated operating cash flow distributions to Seller between the Contract Date and the Closing Date equal to the amount of $841,519 on January 31, 2013 and $825,481 on April 30, 2013 as set forth in the financial model attached as Exhibit C and a Closing that occurs between July 1, 2013 and July 7, 2013. The Purchase Price received by Seller at the Closing shall be adjusted, as necessary, to account for (i) actual operating cash flow distributions to Seller between the Contract Date and the Closing Date, which may be more than or less than the amounts set forth on Exhibit C, together with additional capital contributions, if any, and (ii) a Closing that occurs after July 7, 2013. Any such adjustments under (i) and (ii) above shall be based on the financial model attached as Exhibit C so as to provide the Seller a return of 13.0% as calculated on an XIRR basis with a Closing Date for calculation purposes of the later of the actual closing date or July 7, 2013. The only potential variables in the financial model attached as Exhibit C will be the actual operating cash flow distributions to Seller, the payment date for such distributions, additional capital contributions, if any, and the actual Closing Date.

Real Property: The real property identified in Column 2 of Exhibit A that is owned in fee simple by the relevant Facility Owners and all buildings, structures, fixtures and other improvements located thereon, including all permits, easements, Licenses, rights-of-way, rights and related appurtenances.

Resident: Each individual resident at the Facilities in his/her capacity as such.

Specially Designated National or Blocked Person: (i) A person or entity designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control from time to time as a “specially designated national or blocked person” or similar status, (ii) a person or entity described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001 (the “Executive Order”), or (iii) a person or entity otherwise identified by Governmental Entity or legal authority as a person with whom a United States Person is prohibited from transacting business. As of the date hereof, a list of such designations and the text of the Executive Order are published under the internet website address www.ustreas.gov/offices/enforcement/ofac.

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Taxes: All federal, state, local and foreign taxes including, without limitation, income, gains, transfer, unemployment, withholding, payroll, social security, real property, personal property, excise, sales, use and franchise taxes, levies, assessments, imposts, duties, licenses and registration fees and charges of any nature whatsoever, including interest, penalties and additions with respect thereto and any interest in respect of such additions or penalties, but excluding impact fees or other similar exactions levied or payable in connection with the development or operation of any of the Facilities and excluding special assessments.

Title Company: Fidelity National Title Insurance Company, Mansfield, Ohio office.

United States Person: (i) Any individual or business entity, regardless of location, that is a resident of the United States; (ii) any individual or business entity physically located within the United States; (iii) any business entity organized under the laws of the United States or of any state, territory, possession, or district thereof; and (iv) any business entity, wheresoever organized or doing business, which is owned or controlled by an individual or business entity specified in (i) or (iii) above.

Section 1.02 Additional Defined Terms. As used herein, the following terms shall have the meanings defined in the recitals or sections indicated below:

Agreement	Preamble
CLPSun III GP	Recital D
CLPSun III Tenant Acquisition	Recital B
CLPSun III Tenant GP	Recital B
Closing	Section 8.01
Closing Date	Section 3.02
Closing Statement	Section 8.02(a)(v)
Deductible	Section 9.04
Dresher	Recital D
Facility/Facilities	Recital G
Facility Owners	Recital D
Golden Valley	Recital D
Indemnified Party	Section 9.05(a)
Indemnifying Party	Section 9.05(a)
Joint Venture	Recital A
JV Subsidiaries	Recital C
Lenexa	Recital D
Manager	Recital I

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Master CLPSun III GP	Recital C
Master CLPSun III LP	Recital C
Merger	Section 7.02(b)
Merger Agreement	Section 7.02(b)
Minnetonka	Recital D
Opco Interests	Recital E
Operating Subsidiaries	Recital B
Operating Tenant	Recital B
Other Purchase Agreements	Recital K
Palo Alto	Recital D
Plano	Recital D
Propco Interests	Recital D
Purchaser	Preamble
Seller	Preamble
Seller Parent	Section 9.04
Seller’s Interest	Recital A
Shares	Recital B
Shelby	Recital D
Sunrise	Recital A
Survival Period	Section 9.04
TRS	Recital B
Venture Agreement	Recital F

Article II.

AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST AND THE SHARES

Section 2.01 Sale of Seller’s Interest and the Shares. Upon and subject to the terms and conditions provided herein, in consideration of the payment of the Purchase Price to Seller, Seller hereby agrees to sell to Purchaser, Seller’s Interest and the Shares.

Section 2.02 Distribution of Certain Cash. Notwithstanding anything to the contrary contained herein, the parties acknowledge that prior to Closing, Seller and Sunrise shall continue to cause Joint Venture to make distributions of Net Operating Cash Flow (as defined in the Venture Agreement) to Seller and Sunrise in accordance with and subject to the provisions of the Venture Agreement. All provisions of the Venture Agreement allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect until the Closing Date.

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Article III.

TITLE TO SELLER’S INTEREST AND THE SHARES

Section 3.01 Title to Interests. Seller shall cause to be released at or prior to Closing all Liens encumbering Seller’s Interest, the Propco Interests and the Opco Interests.

Section 3.02 Satisfaction of Conditions Precedent. The Closing shall take place, as provided in Section 8.01, on a date designated by Purchaser that is within fifteen (15) days of the satisfaction or waiver of the last to be fulfilled of the conditions in Article VII (such date, the “Closing Date”); provided, however, that (i) in no event shall the Closing take place prior to July 1, 2013; (ii) if the Closing Date is to occur on July 1, 2013, then Purchaser shall have given Seller prior written notice of the Closing Date on or before June 1, 2013; and (iii) if the Closing Date does not occur on July 1, 2013, Purchaser shall have given Seller sixty (60) days prior written notice of the Closing Date unless otherwise agreed to by the Purchaser and Seller.

Article IV.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as follows:

Section 4.01 Organization, Good Standing and Entity Authority. Purchaser is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power to own and operate its properties and carry on its business.

Section 4.02 Authorization and Binding Effect of Documents. Purchaser has all requisite power and authority to enter into this Agreement and shall have all requisite power and authority to enter into the other Documents to which Purchaser is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby, on the terms and subject to the conditions herein, has been duly authorized by all necessary action on the part of Purchaser. This Agreement has been, and each of the other Documents to which Purchaser is to be a party will be, duly executed and delivered by Purchaser at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Purchaser is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Section 4.03 Absence of Conflicts. The execution, delivery and performance by Purchaser of this Agreement and the other Documents to which Purchaser is to be a party, and consummation by Purchaser of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate or accelerate any obligation under, the provisions of the certificate of incorporation or the by-laws of Purchaser, any law, regulation, judgment, rule, order or decree to

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which Purchaser is subject, or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Purchaser is subject; provided, that, Purchaser makes no representation or warranty pursuant to this Section 4.03 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, Operating Tenant, the Manager or their respective Affiliates.

Section 4.04 Consents. Except for such reports and filings that an Affiliate of Purchaser may be required to make with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, the execution, delivery and performance by Purchaser of this Agreement and the other Documents to which Purchaser is to be a party do not require any order, permission, consent, approval, authorization, registration or validation of, or exemption, clearance or other action by, or notice or declaration to, or filing with, any Governmental Entity or the consent, waiver or approval of any other Person which has not been obtained and is currently in full force and effect; provided, that, Purchaser makes no representation or warranty pursuant to this Section 4.04 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, Operating Tenant, the Manager or their respective Affiliates.

Section 4.05 Broker’s or Finder’s Fees. No agent, broker, investment banker or other Person acting on behalf of or under the authority of Purchaser is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Seller in connection with the transactions contemplated by this Agreement.

Section 4.06 No Insolvency. Purchaser has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, instituted any proceeding with respect to a compromise or arrangement, instituted any proceeding to have itself declared bankrupt or wound-up, instituted any proceeding to have a receiver appointed in connection with any of its assets, had any encumbrancer take possession of any of its assets, or had any execution or distress become enforceable or become levied upon any of its assets or otherwise taken advantage of any bankruptcy or insolvency laws.

As used in this Agreement, the phrase “to Purchaser’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed, or implied) knowledge, after due inquiry, of Erin C. Ibele.

Article V.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

Section 5.01 Organization and Good Standing and Entity Authorization. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite limited liability company power to own, operate and lease its properties and carry on its business.

Section 5.02 Authorization and Binding Effect of Documents. Seller has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power

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and authority to enter into the other Documents to which it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Seller and Seller’s equity holders. This Agreement has been, and each of the other Documents to which Seller is to be a party will be, duly executed and delivered by Seller at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Seller is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Section 5.03 Absence of Conflicts. The execution, delivery and performance by Seller of this Agreement and the other Documents to which Seller is to be a party, and consummation by Seller of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, (iv) give any third party the right to modify, terminate or accelerate any obligation under, the provisions of the certificate of formation or limited liability company agreement of Seller, any law, regulation, rule, judgment, order or decree to which Seller is subject, or any indenture, mortgage, lease, loan agreement or other agreement or instrument by which Seller is bound or affected; provided, that, Seller makes no representation or warranty pursuant to this Section 5.03 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, Operating Tenant, the Manager or their respective Affiliates.

Section 5.04 Consents. The execution, delivery and performance by Seller of this Agreement and the other Documents, and consummation by Seller of the transactions contemplated hereby and thereby, do not and will not require the authorization, consent, approval, exemption, clearance, order, permission, license, registration or validation of, or exemption by, or other action by or notice or declaration to, or filing with, any court or Governmental Entity, or the consent, waiver or approval of any other Person which has not been obtained and is currently in full force and effect; provided, that, Seller makes no representation or warranty pursuant to this Section 5.04 with respect to Licenses, Healthcare Permits or related regulatory matters relating to the Joint Venture, Operating Tenant, the Manager or their respective Affiliates.

Section 5.05 Broker’s or Finder’s Fees. No agent, broker, investment banker, or other Person acting on behalf of or under the authority of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Purchaser in connection with the transactions contemplated by this Agreement.

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Section 5.06 ERISA.

(a) Seller is not an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code, or an entity deemed to hold “plan assets” of either of the foregoing.

(b) Seller is not a “governmental plan” within the meaning of Section 3(32) of ERISA and Seller is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans that would be violated by the transactions contemplated by this Agreement.

Section 5.07 No Judgments. To Seller’s knowledge, there are no judgments presently outstanding and unsatisfied directly against Seller, the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries or the Facility Owners, and such entities are not involved in any litigation at law or in equity, or in any proceeding before any court, or by or before any Governmental Entity, which judgment, litigation or proceeding could reasonably be anticipated to have a Material Adverse Effect and which is not fully covered by insurance and, to Seller’s knowledge, (i) no such judgment, litigation or proceeding is threatened against such entities which could reasonably be anticipated to have a Material Adverse Effect and (ii) no investigation looking toward such a proceeding has begun or is contemplated. A list of litigation, proceedings and investigations pending or threatened in writing against Seller, the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries or the Facility Owners is attached as Schedule 5.07 to this Agreement. To Seller’s knowledge, such list is true, correct and complete.

Section 5.08 No Insolvency. Seller has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it, instituted any proceeding to have itself declared bankrupt or wound-up, instituted any proceeding to have a receiver appointed in connection with any of its assets, had any encumbrancer take possession of any of its assets, or had any execution or distress become enforceable or become levied upon any of its assets or otherwise taken advantage of any bankruptcy or insolvency laws.

Section 5.09 FIRPTA. Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the regulations issued thereunder.

Section 5.10 Specially Designated National or Blocked Person. Based solely on publicly-available information or as otherwise disclosed to Seller, neither Seller, nor any of its shareholders, directors or officers is a Specially Designated National or Blocked Person. Neither Seller nor any of its shareholders is directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government. Neither Seller nor any of its shareholders, directors or officers is acting on behalf of a government of any country that is subject to such an embargo.

Section 5.11 Ownership of Seller’s Interest and the Shares.

(a) Seller is the sole legal owner of Seller’s Interest and the Shares. Seller’s Interest and the Shares are free and clear of all Liens encumbering Seller’s Interest and the

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Shares, and Seller has good and marketable title to Seller’s Interest and the Shares (subject to applicable securities laws). There is no restriction or limitation on Seller’s right to sell Seller’s Interest or the Shares as contemplated by this Agreement, except as set forth in the Venture Agreement, which requires the approval and consent of Sunrise for the consummation by Seller of the transactions contemplated by this Agreement. At Closing, Seller will transfer to Purchaser Seller’s Interest and the Shares, free and clear of all Liens.

(b) The authorized capital stock of TRS consists of 100 shares of common stock, of which the Shares are issued and outstanding and 100 are held in treasury. The Shares are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding offers, subscriptions, options, warrants, rights or other agreements or commitments obligating the Seller or the TRS to issue or sell, or cause to be issued or sold, any shares of capital stock of the TRS. No other party has any right, title or interest, whether legal or equitable, in the Shares.

(c) Joint Venture is the sole legal owner of Master CLPSun III GP. Joint Venture and Master CLPSun III GP are the sole legal owners of Master CLPSun III LP. Master CLPSun III LP is the sole legal owner of CLPSun III GP and the Facility Owners (other than Palo Alto, Dresher and Plano). Master CLPSun III LP and CLPSun III GP are the sole legal owners of Palo Alto, Dresher and Plano. TRS is the sole legal owner of CLPSun III Tenant GP and CLPSun III Tenant Acquisition. Sunrise, CLPSun III Tenant GP and CLPSun III Tenant Acquisition are the sole legal owners of Operating Tenant. The Propco Interests and the Opco Interests are validly issued.

Section 5.12 Adverse Actions. Seller has not taken any actions that could give rise to a Lien on, or any other adverse consequences with respect to, the Real Property or any of the assets or property owned by the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Facility Owners or the Operating Subsidiaries.

Section 5.13 No Undisclosed Liabilities. To Seller’s knowledge, none of the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries or the Facility Owners has any material Liabilities required by GAAP to be disclosed on a balance sheet, except those Liabilities incurred in the ordinary course of business, those Liabilities that have been disclosed to Purchaser or that Purchaser has knowledge of, or those Liabilities that are set forth on the most recent financial statements of such entities.

Section 5.14 Taxes. There are no due, but unpaid, Tax liabilities or obligations of Seller or, to Seller’s knowledge, the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries or the Facility Owners, whether contingent or otherwise, which, by application of law or otherwise, Purchaser could, upon Closing, reasonably be expected to become responsible for. To Seller’s knowledge, none of the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries or the Facility Owners has been notified in writing of any pending or threatened Tax audit. To Seller’s knowledge, the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries and the Facility Owners have filed all required federal, state and local Tax returns and have made adequate provision for the payment of such Taxes, if any. To Seller’s knowledge, there are no present or pending disputes as to Taxes of any nature payable by the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries or the Facility Owners or proposed assessments of any Taxes pending

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against such entities, nor, to the knowledge of Seller, is there basis for any such disputes. To Seller’s knowledge, the Joint Venture has, at all times since its formation, been taxed as a partnership for the purposes of all applicable federal, state and local Tax filings and returns.

As used in this Agreement, the phrase “to Seller’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed or implied) knowledge, after due inquiry, of John Starr, Kevin R. Maddron or Sarah W. Nixon.

Article VI.

COVENANTS

Section 6.01 Publicity. The parties agree that, prior to the Closing, no public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the other parties, except as required by law or applicable regulations. The parties may disclose this Agreement and matters relating to the subject matter hereof to (i) their professional advisers (including legal and financial advisers) or (ii) any prospective or existing lenders, provided that in each case any such party informs the recipient of the confidentiality obligations of such party hereunder. The parties understand and agree that if required by law, or if required by applicable disclosure requirements under applicable securities laws or other laws, one or more of the parties may (i) disclose certain information concerning the transaction, (ii) issue one (1) or more press releases concerning the execution of this Agreement and/or the purchase of the Facilities, provided that with respect to any press release which identifies Seller, Purchaser or their respective Affiliates, the party issuing the release shall use its reasonable best efforts to seek the prior approval of the other party, as applicable, such approval not to be unreasonably delayed or withheld and, in any event, such requirement to seek prior approval not to preclude any party or its Affiliate from complying with applicable disclosure obligations under law, and (iii) file a copy of this Agreement with the Securities and Exchange Commission.

Section 6.02 Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take all action and to do all things necessary, proper or advisable to satisfy any condition hereunder in its power to satisfy and for which it is responsible for the satisfaction of, and to consummate and make effective as soon as practicable the transactions contemplated by this Agreement, provided that except as otherwise provided in this Agreement in no event shall a party be required to pay more than a de minimus amount to any third party in connection with the exercise of such commercially reasonable efforts.

Section 6.03 No Recordation. Seller and Purchaser each agrees that neither this Agreement nor any memorandum or notice hereof shall be recorded.

Section 6.04 Licenses. Seller shall use commercially reasonable efforts to cooperate, and shall cause Operating Tenant to cooperate, with Purchaser in such manner as Purchaser may reasonably request in connection with the issuance or transfer to Purchaser, Operating Tenant, the Facility Owners and/or Manager (or other appropriate party) of the Licenses, provided that in no event shall Seller be required to incur any financial obligation to any party in connection with the exercise of such commercially reasonable efforts. Without limiting the generality of the

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foregoing, Seller shall promptly provide to Purchaser such information in its possession and control concerning the Joint Venture, Manager, the Facility Owners, Operating Tenant and the Facilities as may be reasonably requested by any Governmental Entity in connection with the issuance of Licenses required to effect the transactions contemplated by this Agreement, and none of the Joint Venture, Operating Tenant or the Facility Owners shall bear any costs in connection with such issuance or transfer prior to the Closing.

Section 6.05 Casualty. In the event that all or any portion of the Facilities is damaged or destroyed by fire or other casualty prior to Closing, subject to the terms of the Existing Owner Financing, the Joint Venture shall promptly cause the applicable Facility Owner or Operating Tenant to undertake such repair and complete the same. Closing will not be extended to permit the Facility Owner and Operating Tenant to complete the same, but subject to the terms of any Existing Owner Financing, the insurance proceeds will be assigned to Purchaser or its designee at Closing to pay the costs of restoration.

Section 6.06 Condemnation. In the event there is any permanent or temporary actual or threatened taking or condemnation of any portion of any Facility, any and all proceeds of such taking or condemnation shall be delivered or assigned to Purchaser or its designee at Closing.

Section 6.07 Operation of Business; Insurance. Through the Closing Date, Purchaser shall cause Manager to (i) continue to manage and operate the Facilities, taken as a whole, in the ordinary course of business in the manner it has previously managed and operated the Facilities prior to the date of this Agreement, and (ii) maintain in full force and effect insurance against loss or damage by fire and such other hazards as are customarily covered by extended coverage endorsement in commercially reasonable amounts, but in no event less than the full replacement cost of the Real Property and improvements thereon.

Section 6.08 Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest or the Shares, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries or the Facility Owners and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.

Section 6.09 Tax Information. Purchaser shall provide to Seller, at Seller’s reasonable request and at no more than a de minimus cost to Purchaser, any documents, records, or similar information in Purchaser’s possession related to Taxes arising in periods prior to or at Closing with respect to the Seller’s Interest and the Shares.

Section 6.10 TRS Election. Upon request of Purchaser in connection with the consummation of the Merger, Seller shall cooperate with Purchaser and Sunrise in making a taxable REIT subsidiary election with respect to TRS for the benefit of Purchaser and its Affiliates, which cooperation may include, without limitation, completing, executing and filing applicable forms with the Internal Revenue Service.

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Section 6.11 Restructuring; Modifications. Seller agrees to cooperate in good faith with Purchaser, Sunrise and the holders of the Existing Owner Financing prior to or after the consummation of the Merger to (a) restructure the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Facility Owners and/or the Operating Subsidiaries and hereby expressly authorizes and approves, in connection with the consummation of the Merger, the transfer of Sunrise’s 32.1222% interest in Operating Tenant to an entity that will be wholly-owned by Sunrise, and (b) modify the mortgages and other documents evidencing the Existing Owner Financing; provided, that, in no event will Seller be negatively impacted economically by such restructuring or modifications or become subject to additional Liabilities beyond what is contemplated by this Agreement as a result of such restructuring or modifications. Purchaser will pay all reasonable costs, including legal fees and transfer or similar transaction-related Taxes, incurred by Seller and its Affiliates in connection with any such restructuring or modifications.

Article VII.

CONDITIONS PRECEDENT TO THE OBLIGATION

OF PURCHASER AND SELLER TO CLOSE

Section 7.01 Conditions to Each Party’s Obligation to Close. The obligation of each party to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by the parties at or prior to Closing:

(a) No Governmental Entity of competent jurisdiction will have enacted, issued, promulgated, enforced or entered into any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibits the consummation of such transactions.

(b) The transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 21, 2012, by and among Sunrise Senior Living, Inc., Brewer Holdco, Inc., Brewer Holdco Sub, Inc., Health Care REIT, Inc. and Red Fox, Inc. (the “Merger”) shall have been consummated.

(c) Contemporaneously with the Closing of the transactions contemplated by this Agreement, the transactions contemplated by the Other Purchase Agreements shall be consummated.

(d) The parties shall cooperate in good faith to allocate the Purchase Price for the properties identified in Exhibit F on or before January 31, 2013.

(e) The parties hereby acknowledge and agree that Exhibit F is a draft exhibit, and the parties shall finalize such Exhibit F on or before January 31, 2013, which final version shall include the party responsible for the payment of transfer taxes, if applicable, relating to the properties identified in Exhibit F. As such, the parties hereby acknowledge that the responsible party as currently reflected in Exhibit F may be changed on or before January 31, 2013.

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Section 7.02 Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Purchaser at or prior to Closing:

(a) Seller shall have performed in all material respects all of its obligations under this Agreement which are required to be performed at or prior to Closing.

(b) All representations and warranties of Seller set forth in Article V of this Agreement shall have been true and correct in all material respects as of the Contract Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

(c) Seller shall have executed and/or delivered all of the documents required to be delivered at Closing pursuant to Section 8.02(a).

(d) Operating Tenant, Manager and/or their respective Affiliates shall have obtained all of the Healthcare Permits necessary for the operation of the Facilities after the Closing.

(e) All lender consents required under the documents evidencing the Existing Owner Financing shall have been obtained.

Section 7.03 Conditions to Seller’s Obligation to Close. The obligation of Seller to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Seller at or prior to Closing:

(a) Purchaser shall have performed in all material respects its obligations under this Agreement which are required to be performed at or prior to Closing.

(b) All representations and warranties of Purchaser set forth in Article IV of this Agreement shall be true and correct in all material respects as of the Contract Date and as of Closing with the same force and effect as though made on and as of the Closing Date.

(c) Purchaser shall have executed and delivered all of the documents required to be delivered at Closing pursuant to Sections 8.02(b).

(d) Purchaser shall cause lender to release, from and after Closing, Seller and/or its Affiliates under those certain agreements listed on Exhibit D in a form reasonably satisfactory to Seller.

Article VIII.

CLOSING

Section 8.01 Time and Place. Closing of Purchaser’s acquisition of Seller’s Interest and the Shares pursuant to this Agreement (the “Closing”) shall take place at the offices of Purchaser (or at such other place as Purchaser and Seller mutually agree) on the Closing Date or such other date as is mutually agreed upon by Seller and Purchaser. The parties currently anticipate that the Closing will occur on or about July 1, 2013, subject to the satisfaction or waiver of the conditions described in Article VII.

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Section 8.02 Delivery of Documents at Closing.

(a) At Closing, Seller shall:

(i) Execute and deliver to Purchaser (or its designee) an Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture.

(ii) In connection with the transfer of the Shares, execute and deliver to Purchaser (or its designee) an Assignment and Assumption of Interest Agreement, and deliver to Purchaser (or its designee) one or more certificates representing the Shares, duly endorsed for transfer, together with such other documents as Purchaser may reasonably request to evidence the transfer of the Shares.

(iii) Execute, cause to be acknowledged and deliver to Purchaser a certificate confirming the matters set forth in Sections 7.02(a) and (b) with respect to Seller as of the Closing Date, such certificate to be signed by a duly authorized officer of Seller (or its controlling Affiliate).

(iv) Provide to Purchaser (A) a copy of the Charter Documents of Seller certified by a duly authorized officer of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require.

(v) Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement).

(vi) Execute, cause to be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”).

(vii) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit E, as required by Section 1445 of the Code.

(viii) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with Closing.

(ix) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interests and the Shares or the indirect interests in the Facility Owners to Purchaser (or its designee) as contemplated hereunder.

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(b) At Closing, Purchaser shall:

(i) Pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder.

(ii) Execute and deliver the Assignment and Assumption of Interest Agreement.

(iii) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement).

(iv) Execute, acknowledge and deliver a certificate to Seller confirming the matters set forth in Sections 7.03(a) and (b) with respect to Purchaser, as of the Closing Date, such certificates to be signed by an officer of Purchaser.

(v) Execute, and cause to be acknowledged, as appropriate, and deliver the Closing Statement.

(vi) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Purchaser (as the case may be), in connection with the transfer of Seller’s Interests and the Shares or the indirect interests in the Facility Owners to Purchaser (or its designee).

Section 8.03 Closing Costs.

(a) Except as otherwise specifically provided in this Agreement, Purchaser and Seller shall each, as appropriate, pay the fees and expenses of their own attorneys, accountants, financial advisors, investment bankers and employees.

(b) Any transfer taxes, fees or similar charges incurred as a result of the transactions contemplated by this Agreement shall be paid by the party customarily responsible for the payment of such taxes, fees and charges in the applicable jurisdiction. For purposes of clarity, the parties agree that Exhibit F attached hereto sets forth the customary allocation of such taxes, fees and charges.

(c) Purchaser shall pay for any and all assumption, prepayment, defeasance or similar costs and fees in connection with the Existing Owner Financing, including any costs or fees in connection with consents from the holders of the Existing Owner Financing or other actions required in connection with the Existing Owner Financing with respect to the transactions contemplated by this Agreement. Such costs and fees shall include Seller’s reasonable legal fees incurred in connection with such assumptions, prepayments or defeasances.

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Article IX.

INDEMNITY; DEFAULT; DAMAGES; TERMINATION

Section 9.01 Purchaser’s Remedies for Seller’s Defaults. If Seller materially breaches any of its representations and warranties hereunder, or defaults on any of its obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from Purchaser to Seller specifying such default, including, without limitation, a breach of the obligation to sell Seller’s Interest and the Shares on the Closing Date, time being of the essence, Purchaser may, as Purchaser’s sole remedy hereunder, by delivering notice in writing to Seller in the manner provide in this Agreement, either (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those obligations that expressly survive such termination), (ii) seek enforcement of this Agreement by a decree of specific performance or injunctive relief requiring Seller to fulfill its obligations under this Agreement, including but not limited to the transfer of Seller’s Interest and the Shares or (iii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price and without any further claim against Seller.

Section 9.02 Seller’s Remedies for Purchaser’s Defaults. If Purchaser materially breaches any of its representations or warranties hereunder, or defaults on any of its obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from Seller to Purchaser specifying such default, Seller may, as its sole remedy hereunder, by delivering notice in writing to Purchaser in the manner provided in this Agreement, either, (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those obligations that expressly survive such termination), or (ii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price and without any further claim against Purchaser.

Section 9.03 Indemnification by Purchaser. If the Closing occurs, Purchaser shall indemnify, defend, and hold harmless Seller and its respective members, officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Purchaser of any of its representations, warranties, covenants or agreements in this Agreement or any other Document to which it is a party; provided, however, that all claims for indemnification under this Section 9.03 must be set forth in reasonable detail in a written notice received by Purchaser during the Survival Period (as defined below) and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of the Survival Period. Notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, Purchaser shall not have liability to Seller for Losses incurred by Seller (a) unless and until the aggregate amount of Losses subject to indemnification exceeds the Deductible, and (b) in excess of an amount equal to two and one-half percent (2.5%) of the Purchase Price.

Section 9.04 Indemnification by Seller. If the Closing occurs, (A) Seller shall indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect

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to, any Loss relating to, arising out of or resulting from any breach by Seller of any of its representations, warranties, covenants or agreements in this Agreement or any other Document to which it is a party and (B) CNL Lifestyle Properties, Inc. (“Seller Parent”) and Seller shall jointly and severally, indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Seller of any of its representations set forth in Sections 5.02 and 5.11; provided, however, that all claims for indemnification under this Section 9.04 must be set forth in reasonable detail in a written notice received by Seller and/or Seller Parent not later than the date that is twelve (12) months following the Closing Date (the “Survival Period”) and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of the Survival Period. Notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser for Losses incurred by Purchaser (other than Losses incurred as a result of any breach or inaccuracy of any representation or warranty contained in Sections 5.02 and 5.11) unless and until the aggregate amount of Losses subject to indemnification exceeds Twenty-Five Thousand Dollars ($25,000.00) (the “Deductible”). In addition, notwithstanding anything to the contrary contained herein or in any other Document, if the Closing occurs, neither Seller nor Seller Parent shall have any liability to Purchaser in excess of: (x) with respect to the representations set forth in Sections 5.02 and 5.11, an amount equal to the Purchase Price and (y) with respect to all other breaches by Seller in this Agreement or any other Document, an amount equal to two and one-half percent (2.5%) of the Purchase Price.

Section 9.05 Administration of Indemnification. For purposes of administering the indemnification provisions set forth in Sections 9.03 and 9.04, the following procedure shall apply:

(a) Whenever a claim shall arise for indemnification under this Article, the party entitled to indemnification (the “Indemnified Party”) shall promptly give written notice to the party from whom indemnification is sought (the “Indemnifying Party”) setting forth in reasonable detail, to the extent then available, the facts concerning the nature of such claim and the basis upon which the Indemnified Party believes that it is entitled to indemnification hereunder.

(b) In the event of any claim for indemnification resulting from or in connection with any claim by a third party, the Indemnifying Party shall be entitled, at its sole expense, either (i) to participate in defending against such claim or (ii) to assume the entire defense with counsel which is selected by it and which is reasonably satisfactory to the Indemnified Party provided that (A) the Indemnifying Party agrees in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of such claim or proceeding and (B) no settlement shall be made and no judgment consented to without the prior written consent of the Indemnified Party which shall not be unreasonably withheld. If, however, (i) the claim, action, suit or proceeding would, if successful, result in the imposition of damages for which the Indemnifying Party would not be solely responsible, or (ii) representation of both parties by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying Party shall not be entitled to assume the entire defense and each party shall be entitled to retain counsel who shall cooperate with one

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another in defending against such claim. In the case of clause (i) of the immediately preceding sentence, the Indemnifying Party shall be obligated to bear only that portion of the expense of the Indemnified Party’s counsel that is in proportion to the damages indemnifiable by the Indemnifying Party compared to the total amount of the third-party claim against the Indemnified Party.

(c) If the Indemnifying Party does not choose to defend against a claim by a third party, the Indemnified Party may defend in such manner as it deems appropriate or settle the claim (after giving notice thereof to the Indemnifying Party) on such terms as the Indemnified Party may deem appropriate, and the Indemnified Party shall be entitled prompt indemnification from the Indemnifying Party in accordance with this Article.

(d) Failure or delay by an Indemnified Party to give prompt notice of any claim shall not release, waive or otherwise affect an Indemnifying Party’s obligations with respect to the claim, except to the extent that the Indemnifying Party can demonstrate actual loss or prejudice as a result of such failure or delay.

Section 9.06 Exclusive Remedies. The rights and remedies set forth in this Article IX shall be exclusive of all other rights to monetary damages that any party (or any party’s successors or assigns) would otherwise have at law or in equity in connection with the transactions contemplated by this Agreement or any other Document, other than with respect to claims based on common law fraud or rights which by law cannot be waived or limited.

Section 9.07 Termination. Notwithstanding anything in this Agreement to the contrary:

(a) This Agreement shall automatically terminate upon the termination of the Merger Agreement.

(b) This Agreement may be terminated at any time by mutual written consent of Purchaser and Seller.

(c) Purchaser may terminate this Agreement in accordance with Section 9.01 and Seller may terminate this Agreement in accordance with Section 9.02.

(d) This Agreement may be terminated by Purchaser or Seller if the transactions contemplated by this Agreement have not been consummated by December 31, 2013; provided however, that if the transactions contemplated by this Agreement have not been consummated by December 31, 2013 as a result of the failure to obtain the approvals and consents required under Sections 7.02(d) or (e), Purchaser shall have such additional time as may be necessary to obtain such approvals and consents so long as Purchaser is diligently proceeding to obtain them but in no event later than one hundred eighty (180) days following the consummation of the Merger.

(e) This Agreement may be terminated by Purchaser or Seller if the Merger has not been consummated by August 21, 2013.

(f) Upon the termination of this Agreement, Purchaser and Seller shall have no further rights, obligations or Liabilities to the other party arising out of or resulting from this

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Agreement or the Documents, except for those items that expressly survive termination of this Agreement or the Documents. This Section 9.07(e) and Sections 6.01 (Publicity) and 10.08 (Governing Law) will survive any such termination.

Section 9.08 Effect of Failure to Close on Venture Agreement. If any transaction contemplated by this Agreement does not close for any reason, including due to a default by Seller or Purchaser or their respective Affiliates or the failure of a condition to the Closing of any such contemplated transaction, the same shall not have any effect on the Venture Agreement or any other documents, instrument and agreement existing with respect to the Facilities or the ownership thereof.

Article X.

MISCELLANEOUS

Section 10.01 Further Actions. From time to time before, at and after the Closing, each party will execute and deliver such documents as reasonably requested by any other party in order more effectively to consummate the transactions contemplated hereby, provided that such documents do not impose additional Liabilities on such party.

Section 10.02 Consents under Venture Agreement. Seller acknowledges that the transactions contemplated hereunder may require the consent of Seller in accordance with the terms of the Venture Agreement, and the execution and delivery by Seller of this Agreement shall evidence any such required consent of Seller.

Section 10.03 Notices. All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if delivered by courier (including overnight delivery service) or sent by registered or certified mail, first class, postage prepaid, or by electronic mail or facsimile (provided that an additional copy is delivered by one of the foregoing methods), addressed as follows:

(a) If to Seller, to:

CLP SL III Holding, LLC

450 South Orange Avenue, 12^th Floor

Orlando, Florida 32801

Attn.: Holly J. Greer, Esq.

Facsimile No: 407-540-2544

Email Address: holly.greer@cnl.com

with a copy to:

Lowndes, Drosdick, Doster, Kantor & Reed, P.A.

215 North Eola Drive

Orlando, Florida 32801

Attn.: Peter E. Reinert, Esq.

Facsimile No: 407-843-4444

Email Address: peter.reinert@lowndes-law.com

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(b) If to Seller Parent, to:

CNL LIFESTYLE PROPERTIES, INC.

450 South Orange Avenue, 12^th Floor

Orlando, Florida 32801

Attn.: Holly J. Greer, Esq.

Facsimile No: 407-540-2544

Email Address: holly.greer@cnl.com

with a copy to:

Lowndes, Drosdick, Doster, Kantor & Reed, P.A.

215 North Eola Drive

Orlando, Florida 32801

Attn.: Peter E. Reinert, Esq.

Facsimile No: 407-843-4444

Email Address: peter.reinert@lowndes-law.com

(c) If to Purchaser, to:

Health Care REIT, Inc.

4500 Dorr Street

Toledo, Ohio 43615

Attn.: Jeffrey H. Miller

Facsimile No: 419-247-2826

Email Address: jmiller@hcreit.com

with a copy to:

Shumaker, Loop & Kendrick, LLP

1000 Jackson Street

Toledo, Ohio 43604

Attn.: Gregory J. Shope

Facsimile No: 419-241-6894

Email Address: gshope@slk-law.com

or such other address as a party may from time to time notify the other party in writing (as provided above). Any such notice, demand or communication shall be deemed to have been given (i) if so mailed, as of the close of the fifth Business Day following the date so mailed, (ii) if delivered by courier, on the date received and (iii) if sent by electronic mail or facsimile, on the date transmitted if during normal business hours of the recipient, and otherwise on the next Business Day of the recipient.

Section 10.04 Entire Agreement. This Agreement, the Exhibits and the other Documents contain the entire understanding among the parties with respect to the subject matter hereof and are intended to be a full integration of all prior or contemporaneous agreements, conditions or undertakings among the parties hereto. There are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, among the parties with respect to the subject matter hereof other than as set forth in this Agreement and the Exhibits and other Documents.

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Section 10.05 Not Construed Against Drafter. This Agreement has been negotiated and prepared by the parties and their respective counsel, and should any provision of this Agreement require judicial interpretation, the court interpreting or construing the provision shall not apply the rule of construction that a document is to be construed more strictly against one party.

Section 10.06 Binding Effect; Benefits. Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors or permitted assigns. Except to the extent specified herein, nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto and their respective successors or permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 10.07 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of the other parties, provided that Purchaser may assign all of its respective rights under this Agreement to an Affiliate, provided further that (i) the representations and warranties of Purchaser shall be true and correct in all material respects as applied to the applicable assignee (with such immaterial modifications required to make such representations and warranties true as to such assignee), (ii) Purchaser shall execute and deliver to Seller a written instrument in form and substance satisfactory to the parties, in their reasonable discretion, in which Purchaser and the assignee agree to be jointly and severally liable for performance of all of the applicable assignee’s obligations under this Agreement, and (iii) Purchaser shall remain fully liable for its obligations under this Agreement.

Section 10.08 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

Section 10.09 Amendments and Waivers. No term or provision of this Agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom the enforcement of such amendment, waiver, discharge or termination is sought. Any waiver shall be effective only in accordance with its express terms and conditions.

Section 10.10 Severability. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof, and any such unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto hereby waive any provision of law now or hereafter in effect which renders any provision hereof unenforceable in any respect.

Section 10.11 Headings. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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Section 10.12 Counterparts. This Agreement may be executed in any number of counterparts, and by any party on separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

Section 10.13 References. All references in this Agreement to Articles and Sections are to Articles and Sections contained in this Agreement unless a different document is expressly specified.

Section 10.14 Exhibits. Unless otherwise specified herein, each Exhibit referred to in this Agreement is attached hereto, and each such Exhibit (other than Exhibits that are to be separately executed and delivered as Documents) is hereby incorporated by reference and made a part hereof as if fully set forth herein.

Section 10.15 Attorneys’ Fees. In the event any party brings an action to enforce or interpret any of the provisions of this Agreement, the “prevailing party” in such action shall, in addition to any other recovery, be entitled to its reasonable attorneys’ fees and expenses arising from such action and any appeal or any bankruptcy action related thereto, whether or not such matter proceeds to court. For purposes of this Agreement, “prevailing party” shall mean, in the case of a Person asserting a claim, such Person is successful in obtaining substantially all of the relief sought, and in the case of a Person defending against or responding to a claim, such Person is successful in denying substantially all of the relief sought.

Section 10.16 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY ANY OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, SELLER’S INTEREST, THE SHARES, THE FACILITIES OR THE RELATIONSHIP OF THE PARTIES HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT.

Section 10.17 Facsimile and PDF Signatures. Signatures to this Agreement transmitted by facsimile or by electronic mail in PDF format shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original to this Agreement with its actual signature to the other parties, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own facsimile signature or signature transmitted by electronic mail in PDF format and shall accept the facsimile signature or signature transmitted by electronic mail in PDF format of each other party to this Agreement.

[SIGNATURES FOLLOW ON NEXT PAGE]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above.

SELLER CLP SL III HOLDING, LLC, a Delaware limited liability company
By:	/s/ Kevin R. Maddron
Name:	Kevin R. Maddron
Title:	Senior Vice President

[Signature Page to Purchase and Sale Agreement]

PURCHASER HEALTH CARE REIT, INC., a Delaware corporation
By:	/s/ Erin C. Ibele
Name:	Erin C. Ibele
Title:	Senior Vice President-Administration and Corporate Secretary

[Signature Page to Purchase and Sale Agreement]

SELLER PARENT Executed solely for the purpose of acknowledging and agreeing to the indemnity by the undersigned set forth in Section 9.04 CNL LIFESTYLE PROPERTIES, INC.
By:	/s/ Kevin R. Maddron
Name:	Kevin R. Maddron
Title:	Senior Vice President

[Signature Page to Purchase and Sale Agreement]

Exhibit A

Facilities; Facility Owners; Operating Tenant

[Intentionally Omitted]

Exhibit B

Form of Assignment and Assumption of Interest Agreement

[Intentionally Omitted]

Exhibit C

Purchase Price Calculation

[Intentionally Omitted]

Exhibit D

Listing of Lender Releases

[Intentionally Omitted]

Exhibit E

Non-Foreign Status Affidavit

[Intentionally Omitted]

Exhibit F

Transfer Tax Payment Allocation

[Intentionally Omitted]

EX-10.21

Exhibit 10.21

Schedule of Omitted Agreements and Documents

CNL Lifestyle Properties, Inc.

Described below are lease agreements which have not been filed as exhibits to this annual report on Form 10-K pursuant to Instruction 2 of Item 601 of Regulation S-K.

Amended and Restated Lease Agreement dated as of August 10, 2009, by and between CNL Income Brighton, LLC and Brighton Resort, LLC.

Amended and Restated Personal Property Lease Agreement dated as of August 10, 2009, by and between CNL Income Brighton TRS Corp. and Brighton Resort, LLC.

Amended and Restated Lease Agreement dated as of October 25, 2010, by and between CNL Income Northstar, LLC and Trimont Land Company.

First Amendment to Amended and Restated Lease Agreement dated as of August 17, 2011, by and between CNL Income Northstar, LLC and Trimont Land Company.

Amended and Restated Personal Property Lease Agreement dated as of October 25, 2010, by and between CNL Income Northstar TRS Corp. and Trimont Land Company.

Amended and Restated Lease Agreement dated as of August 10, 2009, by and between CNL Income Snoqualmie, LLC and Ski Lifts, Inc.

Amended and Restated Personal Property Lease Agreement dated as of August 10, 2009, by and between CNL Income Snoqualmie TRS Corp. and Ski Lifts, Inc.

Amended and Restated Lease Agreement dated as of August 10, 2009, by and between CNL Income Loon Mountain, LLC and Loon Mountain Recreation Corporation.

Amended and Restated Personal Property Lease Agreement dated as of August 10, 2009, by and between CNL Income Loon Mountain TRS Corp and Loon Mountain Recreation Corporation.

Amended and Restated Personal Property Lease Agreement dated as of October 25, 2010, by and between CNL Income Sierra TRS Corp. and Sierra-At-Tahoe LLC.

Amended and Restated Lease Agreement dated as of October 25, 2010, by and between CLP Income Sierra, LLC and Sierra-At-Tahoe LLC.

First Amendment to Amended and Restated Lease Agreement dated as of July 2, 2012, by and between CLP Sierra, LLC and Sierra-At-Tahoe LLC.

Agreement dated as of July 2, 2012, by and among CLP Sierra, LLC, CLP Sierra TRS Corp, and Sierra-At-Tahoe LLC.

Canyon Springs Golf Club, San Antonio, Texas, Fourth Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Canyon Springs Golf, LLC and Evergreen Alliance Golf Limited, L.P.

The Golf Club at Cinco Ranch, Katy, Texas, Fourth Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Cinco Ranch Golf, LLC and Evergreen Alliance Golf Limited, L.P.

The Golf Club at Fossil Creek, Fort Worth, Texas, Fifth Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Fossil Creek Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Plantation Golf Club, Frisco, Texas, Fourth Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Plantation Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Clear Creek Golf Club, Houston, Texas, Third Amended and Restated Sub-Concession Agreement dated as of January 1, 2012, by and between CLP Clear Creek Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Lake Park Golf Club, Lewisville, Texas, Fourth Amended and Restated Sub-Concession Agreement dated as of January 1, 2012, by and between CLP Lake Park Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Mansfield National Golf Club, Mansfield, Texas, Fourth Amended and Restated Sublease Agreement dated as of January 1, 2012, by and between CLP Mansfield Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Mesa Del Sol Golf Club, Yuma, Arizona, Third Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Mesa Del Sol Golf, LLC and Evergreen Alliance Golf Limited, L.P.

LakeRidge Country Club, Lubbock, Texas, Third Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP LakeRidge Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Fox Meadow Country Club, Medina, Ohio, Third Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Fox Meadow Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Weymouth Country Club, Medina, Ohio, Third Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Weymouth Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Signature of Solon Country Club, Solon, Ohio, Third Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Signature of Solon Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Arrowhead Golf Club, Littleton, Colorado, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP West Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Continental Golf Course, Scottsdale, Arizona, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Southwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Kokopelli Golf Club, Gilbert, Arizona, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Southwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Legend at Arrowhead, Glendale, Arizona, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Southwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

London Bridge Golf Club, Lake Havasu, Arizona, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Southwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Stonecreek Golf Club, Phoenix, Arizona, Second Amended and Restated Lease and Sublease Agreement dated as of January 1, 2012, by and between CLP Southwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Superstition Springs Golf Club, Mesa, Arizona, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Southwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Eagle Brook Country Club, Geneva, Illinois, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP North Golf, LLC and Evergreen Alliance Golf Limited, L.P., as Tenant.

Arrowhead Country Club, Glendale, Arizona, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Southwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Mission Hills Country Club, Northbrook, Illinois, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP North Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Ruffled Feathers Golf Club, Lemont, Illinois, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP North Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Tamarack Country Club, Naperville, Illinois, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP North Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Majestic Oaks Golf Club, Ham Lake, Minnesota, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP North Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Deer Creek Golf Club, Overland Park, Kansas, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Midwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Tallgrass Country Club, Wichita, Kansas, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Midwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Meadowbrook Golf & Country Club, Tulsa, Oklahoma, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Midwest Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Hunt Valley Golf Club, Phoenix, Maryland, Second Amended and Restated Lease Agreement dated as of January 1, 2012, by and between CLP Mideast Golf, LLC and Evergreen Alliance Golf Limited, L.P.

The Norman K. Probstein Community Golf Courses and Youth Learning Center in Forest Park, St. Louis, Missouri, Second Amended and Restated Sublease Agreement dated as of January 1, 2012, by and between CLP Leasehold Golf, LLC and Evergreen Alliance Golf Limited, L.P.

Cowboys Golf Club, Grapevine, Texas, Second Amended and Restated Sub-Sublease Agreement dated as of January 1, 2012, by and between Grapevine Golf Club, L.P. and Evergreen Alliance Golf Limited, L.P.

Described below are loan agreements/mortgages which have not been filed as exhibits to this annual report on Form 10-K pursuant to Instruction 2 of Item 601 of Regulation S-K.

First Amendment to Deed of Trust and Security Agreement dated as of August 17, 2010, by CNL Income EAGL West Golf, LLC, Borrower, to The Public Trustee of Douglas County, State of Colorado, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Arrowhead Golf Club, Littleton, Colorado).

Second Amendment to Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL West Golf, LLC, Borrower, to The Public Trustee of Douglas County, State of Colorado, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Arrowhead Golf Club, Littleton, Colorado).

First Amendment to Mortgage and Security Agreement dated as of August 17, 2010, by CNL Income EAGL Midwest Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Deer Creek Golf Club, Overland Park, Kansas).

Second Amendment to Mortgage and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Midwest Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Deer Creek Golf Club, Overland Park, Kansas).

First Amendment to Mortgage and Security Agreement dated as of August 17, 2010, by CNL Income EAGL North Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Eagle Brook Country Club, Geneva, Illinois).

Second Amendment to Mortgage and Security Agreement dated as of June 3, 2011, by CNL Income EAGL North Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Eagle Brook Country Club, Geneva, Illinois).

First Amendment to Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Mideast Golf, LLC, Borrower, to First American Title Insurance Company, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Hunt Valley Golf Club, Phoenix, Maryland).

First Amendment to Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Southwest Golf, LLC, Borrower, to First American Title Insurance Company, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Legend at Arrowhead Golf Resort, Glendale, Arizona).

First Amendment to Mortgage and Security Agreement dated as of August 17, 2010, by CNL Income EAGL North Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Majestic Oaks Golf Club, Ham Lake, Minnesota).

Second Amendment to Mortgage and Security Agreement dated as of June 3, 2011, by CNL Income EAGL North Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Majestic Oaks Golf Club, Ham Lake, Minnesota).

First Amendment to Mortgage and Security Agreement dated as of August 17, 2010, by CNL Income EAGL North Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Mission Hills Country Club, Northbrook, Illinois).

First Amendment to Mortgage and Security Agreement dated as of August 17, 2010, by CNL Income EAGL North Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Ruffled Feathers Golf Club, Lemont, Illinois).

Second Amendment to Mortgage and Security Agreement dated as of June 3, 2011, by CNL Income EAGL North Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Ruffled Feathers Golf Club, Lemont, Illinois).

First Amendment to Fee and Leasehold Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Southwest Golf, LLC, Borrower, to First American Title Insurance Company, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Stonecreek Golf Club, Phoenix, Arizona).

First Amendment to Mortgage and Security Agreement dated as of August 17, 2010, by CNL Income EAGL Midwest Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Tallgrass Country Club, Wichita, Kansas).

Second Amendment to Mortgage and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Midwest Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Tallgrass Country Club, Wichita, Kansas).

First Amendment to Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Southwest Golf, LLC, Borrower, to First American Title Insurance Company, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Tatum Ranch Golf Club, Cave Creek, Arizona).

First Amendment to Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Southwest Golf, LLC, Borrower, to First American Title Insurance Company, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Arrowhead Country Club, Glendale, Arizona).

First Amendment to Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Southwest Golf, LLC, Borrower, to First American Title Insurance Company, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Continental Golf Course, Scottsdale, Arizona).

First Amendment to Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Southwest Golf, LLC, Borrower, to First American Title Insurance Company of America, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Kokopelli Golf Club, Gilbert, Arizona).

First Amendment to Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Southwest Golf, LLC, Borrower, to First American Title Insurance Company, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (London Bridge Golf Course, Lake Havasu, Arizona).

First Amendment to Mortgage and Security Agreement and Fixture-Financing Statement (First) dated as of August 17, 2010, by CNL Income EAGL Midwest Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Meadowbrook Golf & Country Club, Tulsa, Oklahoma).

First Amendment to Mortgage and Security Agreement and Fixture-Financing Statement (Second) dated as of August 17, 2010, by CNL Income EAGL Midwest Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Meadowbrook Golf & Country Club, Tulsa, Oklahoma).

Second Amendment to Mortgage and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Midwest Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Meadowbrook Golf & Country Club, Tulsa, Oklahoma).

First Amendment to Deed of Trust and Security Agreement dated as of June 3, 2011, by CNL Income EAGL Southwest Golf, LLC, Borrower, to First American Title Insurance Company, Trustee, for the benefit of The Prudential Insurance Company of America, Lender (Superstition Springs Golf Club, Mesa, Arizona).

First Amendment to Mortgage and Security Agreement dated as of August 17, 2010, by CNL Income EAGL North Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Tamarack Golf Club Naperville, Illinois).

Second Amendment to Mortgage and Security Agreement dated as of June 3, 2011, by CNL Income EAGL North Golf, LLC, Borrower, to The Prudential Insurance Company of America, Lender (Tamarack Golf Club Naperville, Illinois).

Described below are agreements which have not been filed as exhibits to this annual report on Form 10-K pursuant to Instruction 2 of Item 601 of Regulation S-K.

Amended and Restated Limited Liability Company Agreement of CC3Acquisition, LLC dated as of January 10, 2011.

Amended and Restated Limited Liability Company Agreement of CLPSun Partners III, LLC dated as of October 12, 2011.

Amended and Restated Limited Partnership Agreement of CLPSun III Tenant, LP dated as of October 12, 2011.

Agreement Regarding Transfer of Partnership Interests (Ownco) between Master Morsun Acquisition LLC and Sunrise Senior Living Investments, Inc. dated as of August 15, 2011.

Agreement Regarding Transfer of Partnership Interests (Leaseco) between Broadway Mall Properties, Inc. and Sunrise Senior Living Investments, Inc. dated as of August 15, 2011.

Tatum Ranch Golf Club, Cave Creek, Arizona, Management Agreement dated as of January 6, 2012, by and between CNL Income EAGL Southwest Golf, LLC and OB Sports Golf Management (Tatum), LLC.

David L. Baker Memorial Golf Course, Fountain Valley, California, Management Agreement dated as of February 15, 2012, by and between CLP Leasehold Golf, LLC f/k/a CNL Income EAGL Leasehold Golf, LLC and Fore Golf Management, LLC.

First Amendment to Management Services Agreement dated as of February 15, 2012, by and between CLP Leasehold Golf, LLC f/k/a CNL Income EAGL Leasehold Golf, LLC and Fore Golf Management, LLC.

Painted Desert Golf Club, Las Vegas, Nevada, Management Agreement dated as of November 30, 2011, by and between CNL Income EAGL West Golf, LLC and OB Sports Golf Management (PD), LLC.

Shandin Hills Golf Course, San Bernardino, California, Management Agreement dated as of March 9, 2012, by and between CLP Leasehold Golf, LLC f/k/a CNL Income EAGL Leasehold Golf, LLC and Fore Golf Management, LLC.

Micke Grove Golf Course, Lodi, California, Management Agreement dated as of January 13, 2012, by and between CNL Income EAGL Leasehold Golf, LLC and Fore Golf Management, LLC.

Meadowlark Golf Course, Huntington Beach, California, Management Agreement dated as of January 13, 2012, by and between CNL Income EAGL Meadowlark, LLC and Fore Golf Management, LLC.

Las Vegas Municipal Golf Course, Las Vegas, Nevada, Management Agreement dated as of November 30, 2011, by and between CNL Income EAGL Las Vegas, LLC and OB Sports Golf Management (LV) LLC.

EX-12.1

Exhibit 12.1

CNL Lifestyle Properties, Inc.

Computation of Ratios of Earnings to Fixed Charges

(in thousands, except ratios)

	Year Ended December 31,
	2012			2011			2010			2009			2008
Earnings:
Income (loss) from continuing operations	$	(74,673	)	$	(54,590	)	$	(79,498	)	$	(20,262	)	$	32,800
Less:
Cumulative effect of change in accounting principle		—			—			—			(5,900	)		—
Equity in earnings (loss) on unconsolidated entities		5,521			1,022			10,978			5,630			3,020
		(80,194	)		(55,612	)		(90,476	)		(20,532	)		29,780
Add:
Amortization of capitalized interest		113			106			94			60			23
Distributed income from unconsolidated entities		40,188			25,891			12,691			10,786			14,883
Fixed charges (from below)		72,494			64,526			54,401			45,187			35,321
Less:
Capitalized interest		(278	)		(179	)		(638	)		(1,659	)		(876	)
Adjusted Earnings	$	32,323		$	34,732		$	(23,928	)	$	33,842		$	79,131
Fixed charges:
Interest expense (1)	$	68,595		$	60,571		$	50,616		$	40,638		$	32,076
Estimated interest factor from rental expense (2)		3,621			3,776			3,147			2,890			2,369
Capitalized interest		278			179			638			1,659			876
Total Fixed Charges	$	72,494		$	64,526		$	54,401		$	45,187		$	35,321
Ratios of earnings to fixed charges (3)		—			—			—			—			2.24 x
Deficiency of earnings to fixed charges	$	40,171		$	29,794		$	78,329			11,345			N/A

FOOTNOTES:

(1) Includes amortized premiums, discounts and amortized capitalized financing costs for both continuing operations and discontinued operations.

(2) Represents the portion of rental expense that is a reasonable approximation of the interest factor.

(3) For the years ended December 31, 2012, 2011, 2010 and 2009, the ratio coverage was less than 1:1. We would have needed to generate additional earnings of approximately $40.2 million, $29.8 million, $78.3 million and $11.3 million, respectively, to achieve a coverage of 1:1 for the years ended December 31, 2012, 2011, 2010 and 2009.

EX-21.1

Exhibit 21.1

All entities were formed in Delaware, unless otherwise noted, and all entities do business under the name listed.

ENTITIES

Bloomfield South MI Senior Living Owner, LLC

Broomfield CO Senior Living Owner, LLC

Canoga Park Assisted Living, L.L.C.

CC3 Acquisition TRS Corp.

CC3 Acquisition, LLC

CC3 Facility Owner GP, LLC

CC3 Facility Owner Holding, LLC

CC3 Mezz A, LLC

CC3 Mezz B, LLC

CC3 Mezz C, LLC

CC3 Mezz D, LLC

CC3 Mezz E, LLC

CLP Amusement I, LLC

CLP Amusement II, LLC

CLP Amusement III TRS Corp.

CLP Amusement III, LLC

CLP Amusement IV, LLC

CLP Amusement IV TRS Corp.

CLP Amusement V, LLC

CLP Amusement Holding, LLC

CLP Anacapa Marina, LLC

CLP Bakersfield FEC, LLC

CLP Ballena Marina, LLC

CLP Bear Creek Golf, LLC

CLP Beaver Creek Marina TRS Corp.

CLP Beaver Creek Marina, LLC

CLP Beneficiary Blue Corp.

CNL Beneficiary Blue TRS Corp.

CNL Beneficiary Blue, LLC

CLP Beneficiary Whistler Corp.

CLP Beneficiary Whistler TRS Corp.

CLP Beneficiary Whistler, LLC

CLP Bohemia Vista Marina, LLC

CLP Brady Mountain Marina, LLC

CLP Brady Mountain Marina TRS Corp.

CLP Branson MO Owner, LLC

CLP Bretton Woods, LLC

CLP Bretton Woods TRS Corp.

CLP Brighton TRS Corp.

CLP Brighton, LLC

CLP Broad Bay Golf, LLC

CLP Burnside Marina, LLC

CLP Burnside Marina TRS Corp.

CLP BW Development TRS Corp.

CLP BW Recreation and Development, LLC

CLP Cabrillo Marina, LLC

CLP Canada Lessee Corp. (formed in British Columbia)

CLP Canada Nominee, Inc.

CLP Canyon Springs Golf, LLC

CLP Charlotte FEC, LLC

CLP Chesterfield MO Owner, LLC

CLP CG TRS Corp.

CLP Cinco Ranch Golf, LLC

CLP Clear Creek Golf, LLC

CLP Colony GP, LLC

CLP Colony Holding, LLC

CLP Colony, LP

CLP Copper GP, LLC

CLP Copper, LP

CLP Crested Butte, LLC

CLP Crested Butte TRS Corp.

CLP Crystal Point Marina, LLC

CLP Cypress Beneficiary Corp.

CLP Cypress Manager Corp.

CLP Cypress SPE Trust

CLP Cypress Upper Holding Trust

CLP Dallas Market Center GP, LLC

CLP Dallas Market Center, L.P.

CLP Darien Lake TRS Corp.

CLP Darien Lake, LLC

CLP DMC GP, LLC

CLP DMC, LP

CLP Eagle Cove Marina, LLC

CLP Eagle Cove Marina TRS Corp.

CLP Meadowlark Golf, LLC

CLP Elitch Gardens TRS Corp.

CLP Elitch Gardens, LLC

CLP Enchanted Village TRS Corp.

CLP Enchanted Village, LLC

CLP Fossil Creek Golf, LLC

CLP Fox Meadow Golf, LLC

CLP Frontier City TRS Corp.

CLP Frontier City, LLC

CLP Garland GP, LLC

CLP Garland Holding, LLC

CLP Garland, LP

CLP Gatlinburg GP Corp.

CLP Gatlinburg Partnership, LP

CLP Golf Group, Inc.

CLP Golf I, LLC

CLP Golf II, LLC

CLP Golf III, LLC

CLP Golf IV, LLC

CLP Golf SPE, LLC

CLP Golf V, LLC

CLP Golf VI, LLC

CLP GP Corp.

CLP Granby, LLC

CLP Grand Victorian Tenant TRS Corp.

CLP Great Lakes Marina, LLC

CLP GW Corp.

CLP GW GP, LLC

CLP GW Partnership, LLLP

CLP GW Sandusky GP, LLC

CLP GW Sandusky Tenant, LP

CLP GW Sandusky, LP

CLP GW Tenant GP, LLC

CLP GW WI-DEL GP, LLC

CLP GW WI-DEL Tenant, LP

CLP GW WI-DEL, LP

CLP Hacks Point Marina, LLC

CLP Hawaiian Waters, LLC

CLP Hawaiian Waters TRS Corp

CLP Holding, Inc.

CLP Holly Creek Marina, LLC

CLP Holly Creek Marina TRS Corp.

CLP Jiminy Peak, LLC

CLP Jiminy Peak TRS Corp.

CLP Jonesboro AR Owner, LLC

CLP Knoxville FEC, LLC

CLP Las Vegas Golf, LLC

CLP Lake Park Golf, LLC

CLP Lakefront Marina, LLC

CLP Lakefront Marina TRS Corp.

CLP Lakeridge Golf, LLC

CLP Laurel Creek GA Holding, LLC

CLP Laurel Creek GA Owner, LLC

CLP Laurel Creek GA Tenant Corp. (d/b/a Dogwood Forest of Cumming – in Georgia)

CLP Leasehold Golf, LLC

CLP Legacy, LLC

CLP Legacy TRS Corp.

CLP Lending I, LLC

CLP Loon Mountain TRS Corp.

CLP Loon Mountain, LLC

CLP LP Partners Corp.

CLP Magic Spring TRS Corp.

CLP Magic Spring, LLC

CLP Mammoth GP, LLC

CLP Mammoth, LP

CLP Manasquan Marina, LLC

CLP Mansfield Golf, LLC

CLP Marina III, LLC

CLP Marina IV, LLC

CLP Marina Holding, LLC

CLP Marina I, LLC

CLP Marina II, LLC

CLP Marina TRS Corp.

CLP Meadowlark Golf, LLC

CLP Mesa Del Sol, LLC

CLP Mideast Golf, LLC

CLP Midwest Golf, LLC

CLP Mizner Court, LLC

CLP Moline IL Assisted Living Owner, LLC

CLP Moline IL Holding, LLC

CLP Moline IL Memory Care Owner, LLC

CLP Moline IL Tenant TRS Corp.

CLP Mount Sunapee, LLC

CLP Mount Sunapee TRS Corp.

CLP Mountain High, LLC

CLP Mountain High TRS Corp.

CLP Myrtle Waves, LLC

CLP Myrtle Waves TRS Corp.

CLP Nevada MO Owner, LLC

CLP North Golf, LLC

CLP North Houston FEC, LLC

CLP Northstar Commercial, LLC

CLP Northstar, LLC

CLP Northstar TRS Corp.

CLP Northstar TRS Parent, Inc.

CLP Okemo Mountain, LLC

CLP Okemo Mountain TRS Corp.

CLP Pacific Park TRS Corp.

CLP Pacific Park, LLC

CLP Painted Hills Golf, LLC

CLP Palmetto Golf, LLC

CLP Partners, LP

CLP Pekin IL Owner, LLC

CLP Pier 121 Marina, LLC

CLP Pier 121 Marina TRS Corp.

CLP Plantation Golf, LLC

CLP Rapids Waterpark TRS Corp.

CLP Rapids Waterpark, LLC

CLP Retail Beneficiary, LP

CLP Retail Blue Option Trust

CLP Retail Manager Corp.

CLP Retail Manager Holding Corp.

CLP Retail SPE Option Trust

CLP Retail SPE Trust

CLP Retail Upper Holding Trust

CLP Richland Hills FEC, LLC

CLP Royal Meadows Golf, LLC

CLP Sandestin GP, LLC

CLP Sandestin, LP

CLP Sandusky Marina, LLC

CLP Sandusky Marina TRS Corp.

CLP Senior Holding, LLC

CLP SHC Tenant TRS Corp.

CLP Sierra TRS Corp.

CLP Sierra, LLC

CLP Signature of Solon Golf, LLC

CLP Ski Holding, LLC

CLP Ski I, LLC

CLP Ski II, LLC

CLP Ski III, LLC

CLP Ski IV, LLC

CLP Ski V, LLC

CLP Ski VI, LLC

CLP Ski VII, LLC

CLP Ski VIII, LLC

CLP Ski Lift TRS Corp.

CLP Ski TRS Corp.

CLP SL II Holding, LLC

CLP SL II TRS Corp.CLP SL III Holding, LLC

CLP SL III TRS Corp.

CLP Snoqualmie TRS Corp.

CLP Snoqualmie, LLC

CLP Snowshoe GP, LLC

CLP Snowshoe, LP

CLP South Houston FEC, LLC

CLP South Mountain Golf, LLC

CLP Southwest Golf, LLC

CLP Splashtown TRS Corp.

CLP Splashtown, LLC

CLP Springdale AR Owner, LLC

CLP Springfield MO Owner, LLC

CLP SR II, LLC

CLP Sterling IL Owner, LLC

CLP Stevens Pass TRS Corp.

CLP Stevens Pass, LLC

CLP Stockbridge GA Owner, LLC

CLP Stratton GP, LLC

CLP Stratton, LP

CLP Sugarloaf, LLC

CLP Sugarloaf TRS Corp.

CLP Sunday River, LLC

CLP Sunday River TRS Corp.

CLP Tampa FEC, LLC

CLP TCV Owner, LLC

CLP TCV TRS Corp.

CLP Tempe FEC, LLC

CLP Traditional Golf I, LLC

CLP TRS Lending Corp.

CLP Tucson FEC, LLC

CLP Valencia Golf, LLC

CLP Ventura Marina, LLC

CLP Village Retail GP, LLC

CLP Village Retail Partnership, LP

CLP Washington IL Owner, LLC

CLP Waterworld TRS Corp.

CLP Waterworld, LLC

CLP West Golf, LLC

CLP Weston Hills Golf, LLC

CLP Weymouth Golf, LLC

CLP White Water Bay TRS Corp.

CLP White Water Bay, LLC

CLPSun III Dresher Senior Living, LP

CLPSun III Golden Valley Senior Living, LLC

CLPSun III GP, LLC

CLPSun III Lenexa Senior Living, LLC

CLPSun III Minnetonka Senior Living, LLC

CLPSun III Palo Alto Senior Living, LP

CLPSun III Plano Senior Living, LP

CLPSun III Shelby Senior Living, LLC

CLPSun III Tenant Acquisition, LLC

CLPSun III Tenant GP, LLC

CLPSun III Tenant, LP (d/b/a Sunrise of McCandless) in Pennsylvania and (d/b/a Sunrise Senior Living of Dresher) in Texas

CLPSun Partners II, LLC

CLPSun Partners III, LLC

CLPSun Two Broomfield CO Senior Living, LLC

CLPSun Two McCandless PA Senior Living, LP

CLPSun Two Pool One GP, LLC

CLPSun Two Pool One, LLC

CLPSun Two Simi Valley CA Senior Living, LP

CNL Income FEC Raleigh, LLC

CNL Income FEC Lubbock, LLC

CNL Income Talega, LLC

Cypress Jersey Trust (formed in Isle of Jersey)

Cypress Personal Property TRS ULC (formed in Nova Scotia)

East Meadow A.L., LLC

Grapevine Golf Club, L.P.

Grapevine Golf, L. L.C.

IFDC Property Company, Ltd. (formed in Texas)

IFDC-GP, LLC (formed in Texas)

IFDC H20, LLC (formed in Texas)

Johns Creek GA Senior Living Owner, LLC

Master CLPSun III GP, LLC

Master CLPSun III, LP

McCandless PA Senior Living Owner, LLC

Senior Living Mezz B, LLC

Senior Living Mezz C, LLC

Senior Living Mezz D, LLC

Senior Living Mezz E, LLC

Simi Valley CA Senior Living Owner, LLC

Sunrise Basking Ridge Assisted Living, L.L.C. (formed in New Jersey)

Sunrise Belmont Assisted Living, L.L.C. (formed in California)

Sunrise Bloomfield south MI Senior Living, LLC

Sunrise Chesterfield Assisted Living, L.L.C. (formed in Missouri)

Sunrise Flossmoor Assisted Living, L.L.C. (formed in Illinois)

Sunrise Gahanna Assisted Living, L.L.C. (formed in Ohio)

Sunrise Johns Creek GA Senior Living, LLC (formed in Georgia)

Sunrise Kennebunk ME Senior Living, LLC

Sunrise Marlboro Assisted Living, L.L.C. (formed in New Jersey)

Sunrise North Naperville Assisted Living, L.L.C. (formed in Illinois)

Sunrise Third (Pool I) GP, LLC

Sunrise Third (Pool I), LLC

Sunrise Third (Pool I), LP

Sunrise Third (Pool II), LLC

Sunrise Third (Pool III) GP, LLC

Sunrise Third (Pool III), LLC

Sunrise Third (Pool III), LP

Sunrise Third (Pool IV) GP, LLC

Sunrise Third (Pool IV), LLC

Sunrise Third (Pool IV), LP

Sunrise Third (Pool V), LLC

Sunrise Third Alta Loma SL, LP (formed in California)

Sunrise Third Claremont SL, LP (formed in California)

Sunrise Third Crystal Lake SL, LLC (formed in Illinois)

Sunrise Third Dix Hills SL, LLC (formed in New York)

Sunrise Third East Setauket SL, LLC (formed in New York)

Sunrise Third Edgewater SL, LLC (formed in New Jersey)

Sunrise Third Gurnee SL, LLC (formed in Illinois)

Sunrise Third Holbrook SL, LLC (formed in New York)

Sunrise Third Lincroft SL, LLC (formed in New Jersey)

Sunrise Third Plainview SL, LLC (formed in New York)

Sunrise Third Roseville SL, LLC (formed in Minnesota)

Sunrise Third Schaumburg SL, LLC (formed in Illinois)

Sunrise Third Senior Living Holdings, LLC

Sunrise Third Tustin SL, LP (formed in California)

Sunrise Third University Park SL, LLC (formed in Colorado)

Sunrise Third West Babylon SL, LLC (formed in New York)

Sunrise Third West Bloomfield SL, LLC (formed in Michigan)

Sunrise Village House LLC (formed in Maryland)

Sunrise Wake County NC Senior Living, LLC (formed in North Carolina)

Sunrise Weston Assisted Living, Limited Partnership (formed in Massachusetts)

TCV Senior Living, LLC

US Canadian Property Alpha Blue Mountain Nominee Corp. (formed in British Columbia)

US Canadian Property Alpha Whistler Nominee Corp. (formed in British Columbia)

US Canadian Property Trust Alpha (formed in Isle of Jersey)

Wake County NC Senior Living Owner, LLC

White Oak Assisted Living, L.L.C.

WTC-Trade Mart GP, L.L.C.

WTC-Trade Mart, L.P.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form s-3 (No. 333-173864 ) of CNL Lifestyle Properties, Inc. of our report dated March 28, 2013 relating to the financial statements and financial statement schedules, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Orlando, Florida

March 28, 2013

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen H. Mauldin, certify that:

1. I have reviewed this annual report on Form 10-K of CNL Lifestyle Properties, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: March 28, 2013	By:	/s/ Stephen H. Mauldin
		STEPHEN H. MAULDIN
		President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph. T. Johnson, certify that:

1. I have reviewed this annual report on Form 10-K of CNL Lifestyle Properties, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: March 28, 2013	By:	/s/ Joseph T. Johnson
		JOSEPH T. JOHNSON
		Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-32

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies that to the best of his knowledge (1) this Annual Report of CNL Lifestyle Properties, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2012 and 2011 and its results of operations for the years ended December 31, 2012, 2011 and 2010.

Date: March 28, 2013	/s/ Stephen H. Mauldin
	STEPHEN H. MAULDIN
	President and Chief Executive Officer
Date: March 28, 2013	/s/ Joseph T. Johnson
	JOSEPH T. JOHNSON
	Senior Vice President, Chief Financial Officer and Treasurer

XML

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Earnings (Loss) from Discontinued Operations

The following table is a summary of earnings (loss) from discontinued operations for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	2012			2011			2010
Revenues	$	2,067		$	4,654		$	4,405
Expenses		(2,802	)		(5,816	)		(1,814	)
Depreciation and amortization		(285	)		(929	)		(2,244	)
Impairment provision		(670	)		(13,671	)		(2,042	)
Operating loss		(1,690	)		(15,762	)		(1,695	)
Total other income (expense)		290			742			(696	)
Discontinued operations	$	(1,400	)	$	(15,020	)	$	(2,391	)

XML

Schedule III-Real Estate And Accumulated Depreciation (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	995,653
Improvements	185,525
Carrying Costs
Land & Land Improvements	1,052,350	[1]
Total	2,216,709	[1]
Accumulated Depreciation	(355,891)
Life on which depreciation in latest income statements is computed	39 years
Real Estate gross carrying value, Beginning Balance	2,044,936		1,945,414	1,872,390
Acquisitions	190,787		148,139	99,904
Impairment provision	(680)		(16,691)	(26,880)
Real Estate gross carrying value, Ending Balance	2,216,709		2,044,936	1,945,414
Dispositions and assets held for sale	(18,334)		(31,926)
Real Estate accumulated depreciation, Beginning Balance	(282,937)		(219,625)	(143,965)
Depreciation	(73,055)		(68,034)	(75,660)
Real Estate accumulated depreciation, Ending Balance	(355,891)		(282,937)	(219,625)
Accumulated depreciation on dispositions and assets held for sale	101		4,722
Gatlinburg Sky Lift Gatlinburg, Tennessee
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Improvements	33
Carrying Costs
Land & Land Improvements	26	[1]
Total	19,362	[1]
Accumulated Depreciation	(2,842)
Date of Construcion	1953
Date Acquired	Dec. 22, 2005
Hawaiian Falls Waterparks Garland And The Colony, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	3,123
Improvements	2,114
Carrying Costs
Land & Land Improvements	5,054	[1]
Total	9,658	[1]
Accumulated Depreciation	(2,973)
Date of Construcion	2004
Date Acquired	Apr. 21, 2006
Route 66 Harley Davidson Tulsa, Oklahoma
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	998
Improvements	18
Carrying Costs
Land & Land Improvements	1,003	[1]
Total	6,525	[1]
Accumulated Depreciation	(951)
Date of Construcion	2002
Date Acquired	Apr. 27, 2006
Palmetto Hall Plantation Club Hilton Head, South Carolina
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,744
Improvements	150
Carrying Costs
Land & Land Improvements	5,870	[1]
Total	7,359	[1]
Accumulated Depreciation	(2,277)
Date of Construcion	1990
Date Acquired	Apr. 27, 2006
Cypress Mountain Vancouver, British Columbia
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	161
Improvements	14,235
Carrying Costs
Land & Land Improvements	1,352	[1]
Total	34,132	[1]
Accumulated Depreciation	(7,288)
Date of Construcion	1975
Date Acquired	May 30, 2006
Raven Golf Club at South Mountain Phoenix, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	11,599
Improvements	423
Carrying Costs
Land & Land Improvements	11,962	[1]
Total	13,404	[1]
Accumulated Depreciation	(4,035)
Date of Construcion	1995
Date Acquired	Jun. 09, 2006
The Omni Mount Washington Resort and Bretton Woods Ski Area Bretton Woods, New Hampshire
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	21,216
Improvements	32,212
Carrying Costs
Land & Land Improvements	23,780	[1]
Total	81,552	[1]
Accumulated Depreciation	(14,893)
Date of Construcion	1902
Date Acquired	Jul. 23, 2006	[3]
Bear Creek Golf Club Dallas, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	6,697
Improvements	522
Carrying Costs
Land & Land Improvements	7,011	[1]
Total	11,144	[1]
Accumulated Depreciation	(3,382)
Date of Construcion	1979
Date Acquired	Sep. 08, 2006
Funtasticks Fun Center Tucson, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	4,217
Improvements	346
Carrying Costs
Land & Land Improvements	4,438	[1]
Total	6,513	[1]
Accumulated Depreciation	(909)
Date of Construcion	1993
Date Acquired	Oct. 06, 2006
Zuma Fun Center South Houston, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	3,720
Improvements	67
Carrying Costs
Land & Land Improvements	3,761	[1]
Total	4,979	[1]
Accumulated Depreciation	(489)
Date of Construcion	1990
Date Acquired	Oct. 06, 2006
Zuma Fun Center Charlotte, North Carolina
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,583
Improvements	133
Carrying Costs
Land & Land Improvements	5,700	[1]
Total	7,324	[1]
Accumulated Depreciation	(890)
Date of Construcion	1991
Date Acquired	Oct. 06, 2006
Weston Hills Country Club Weston, Florida
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	20,332
Improvements	1,883
Carrying Costs
Land & Land Improvements	21,491	[1]
Total	36,589	[1]
Accumulated Depreciation	(8,453)
Date of Construcion	1994
Date Acquired	Oct. 06, 2006
Valencia Country Club Santa Clarita, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	31,565
Improvements	1,319
Carrying Costs
Land & Land Improvements	32,596	[1]
Total	41,530	[1]
Accumulated Depreciation	(8,689)
Date of Construcion	1990
Date Acquired	Oct. 16, 2006
Canyon Springs Golf Club San Antonio, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	11,463
Improvements	204
Carrying Costs
Land & Land Improvements	11,663	[1]
Total	12,981	[1]
Accumulated Depreciation	(1,348)
Date of Construcion	2000
Date Acquired	Oct. 16, 2006
The Golf Club At Cinco Ranch Houston, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	6,662
Improvements	435
Carrying Costs
Land & Land Improvements	7,063	[1]
Total	7,551	[1]
Accumulated Depreciation	(511)
Date of Construcion	1997
Date Acquired	Nov. 16, 2006
Golf Club at Fossil Creek Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	4,905
Improvements	259
Carrying Costs
Land & Land Improvements	5,149	[1]
Total	6,204	[1]
Accumulated Depreciation	(1,317)
Date of Construcion	1993
Date Acquired	Nov. 16, 2006
Lake Park Golf Club Dallas Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	2,089
Improvements	192
Carrying Costs
Land & Land Improvements	2,260	[1]
Total	5,454	[1]
Accumulated Depreciation	(1,944)
Date of Construcion	1987
Date Acquired	Nov. 16, 2006
Mansfield National Golf Club Dallas Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,216
Improvements	56
Carrying Costs
Land & Land Improvements	5,258	[1]
Total	7,053	[1]
Accumulated Depreciation	(2,411)
Date of Construcion	1957
Date Acquired	Nov. 16, 2006
Plantation Golf Club Dallas Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	4,123
Improvements	246
Carrying Costs
Land & Land Improvements	4,192	[1]
Total	4,499	[1]
Accumulated Depreciation	(98)
Date of Construcion	2000
Date Acquired	Nov. 16, 2006
Fox Meadow Country Club Medina, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,235
Improvements	412
Carrying Costs
Land & Land Improvements	5,472	[1]
Total	9,791	[1]
Accumulated Depreciation	(2,403)
Date of Construcion	1998
Date Acquired	Nov. 16, 2006
Lakeridge Country Club Lubbock, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,260
Improvements	210
Carrying Costs
Land & Land Improvements	5,410	[1]
Total	7,931	[1]
Accumulated Depreciation	(1,406)
Date of Construcion	1995
Date Acquired	Dec. 22, 2006
Mesa Del Sol Golf Club Yuma, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,802
Improvements	425
Carrying Costs
Land & Land Improvements	6,207	[1]
Total	7,208	[1]
Accumulated Depreciation	(2,353)
Date of Construcion	1978
Date Acquired	Dec. 22, 2006
Signature Golf Course Solon, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	8,513
Improvements	695
Carrying Costs
Land & Land Improvements	9,005	[1]
Total	17,611	[1]
Accumulated Depreciation	(3,777)
Date of Construcion	1970
Date Acquired	Dec. 22, 2006
Weymouth Country Club Medina, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,571
Improvements	406
Carrying Costs
Land & Land Improvements	5,857	[1]
Total	10,837	[1]
Accumulated Depreciation	(2,593)
Date of Construcion	1969
Date Acquired	Dec. 22, 2006
Burnside Marina Somerset, Kentucky
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	350
Improvements	28
Carrying Costs
Land & Land Improvements	350	[1]
Total	3,386	[1]
Accumulated Depreciation	(585)
Date Acquired	Dec. 22, 2006
Date of Construction	1950's
Pier 121 Marina And Easthill Park Lewisville, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	1,172
Improvements	587
Carrying Costs
Land & Land Improvements	1,752	[1]
Total	31,557	[1]
Accumulated Depreciation	(5,082)
Date Acquired	Dec. 22, 2006
Date of Construction	1960's
Beaver Creek Marina Monticello, Kentucky
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	442
Improvements	47
Carrying Costs
Land & Land Improvements	442	[1]
Total	6,648	[1]
Accumulated Depreciation	(2,353)
Date Acquired	Dec. 22, 2006
Date of Construction	1950's
Lake Front Marina Port Clinton, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	3,589
Improvements	341
Carrying Costs
Land & Land Improvements	3,874	[1]
Total	5,045	[1]
Accumulated Depreciation	(635)
Date of Construcion	1979
Date Acquired	Dec. 22, 2006
Sandusky Harbor Marina Sandusky, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	4,458
Improvements	138
Carrying Costs
Land & Land Improvements	4,580	[1]
Total	8,024	[1]
Accumulated Depreciation	(1,277)
Date Acquired	Dec. 22, 2006
Date of Construction	1930's
Cowboys Golf Club Grapevinem Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	9,638
Improvements	1,421
Carrying Costs
Land & Land Improvements	10,272	[1]
Total	16,050	[1]
Accumulated Depreciation	(4,844)
Date of Construcion	2000
Date Acquired	Dec. 26, 2006
Brighton Ski Resort Brighton, Utah
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	11,809
Improvements	2,852
Carrying Costs
Land & Land Improvements	12,705	[1]
Total	28,017	[1]
Accumulated Depreciation	(6,469)
Date of Construcion	1949
Date Acquired	Jan. 08, 2007
Clear Creek Golf Club Houston, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	423
Improvements	40
Carrying Costs
Land & Land Improvements	451	[1]
Total	1,734	[1]
Accumulated Depreciation	(431)
Date of Construcion	1987
Date Acquired	Jan. 11, 2007
Northstar At Tahoe Resort Lake Tahoe, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	60,790
Improvements	10,500
Carrying Costs
Land & Land Improvements	63,934	[1]
Total	79,824	[1]
Accumulated Depreciation	(15,590)
Date of Construcion	1972
Date Acquired	Jan. 19, 2007
Sierra At Tahoe Resort South Lake Tahoe, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	19,875
Improvements	876
Carrying Costs
Land & Land Improvements	20,163	[1]
Total	30,125	[1]
Accumulated Depreciation	(9,303)
Date of Construcion	1968
Date Acquired	Jan. 19, 2007
Loon Mountain Resort Lincoln, New Hampshire
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	9,226
Improvements	6,830
Carrying Costs
Land & Land Improvements	14,942	[1]
Total	21,075	[1]
Accumulated Depreciation	(5,229)
Date of Construcion	1966
Date Acquired	Jan. 19, 2007
Summit At Snowqualmie Resort Snoqualmie Pass Washington
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	20,122
Improvements	2,464
Carrying Costs
Land & Land Improvements	21,875	[1]
Total	32,180	[1]
Accumulated Depreciation	(8,228)
Date of Construcion	1945
Date Acquired	Apr. 06, 2007
White Water Bay Oklahoma City, Oklahoma
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	10,720
Improvements	589
Carrying Costs
Land & Land Improvements	10,729	[1]
Total	16,770	[1]
Accumulated Depreciation	(2,751)
Date of Construcion	1981
Date Acquired	Apr. 06, 2007
Splashtown Houston, Texas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	10,817
Improvements	3,102
Carrying Costs
Land & Land Improvements	13,460	[1]
Total	15,528	[1]
Accumulated Depreciation	(1,007)
Date of Construcion	1981
Date Acquired	Apr. 06, 2007
Waterworld Concord California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	1,733
Improvements	350
Carrying Costs
Land & Land Improvements	1,937	[1]
Total	10,652	[1]
Accumulated Depreciation	(3,132)
Date of Construcion	1995
Date Acquired	Apr. 06, 2007
Elitch Gardens Denver, Colorado
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	93,796
Improvements	1,250
Carrying Costs
Land & Land Improvements	94,659	[1]
Total	102,526	[1]
Accumulated Depreciation	(6,223)
Date of Construcion	1890
Date Acquired	Apr. 06, 2007
Darien Lake Buffalo, New York
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	60,993
Improvements	2,039
Carrying Costs
Land & Land Improvements	62,211	[1]
Total	84,999	[1]
Accumulated Depreciation	(23,716)
Date of Construcion	1955
Date Acquired	Apr. 06, 2007
Frontier City Oklahoma City, Oklahoma
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	7,265
Improvements	1,830
Carrying Costs
Land & Land Improvements	8,238	[1]
Total	16,613	[1]
Accumulated Depreciation	(3,045)
Date of Construcion	1958
Date Acquired	Apr. 06, 2007
Wild Waves And Enchanted Village Seattle, Washington
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	19,200
Improvements	1,255
Carrying Costs
Land & Land Improvements	20,183	[1]
Total	23,292	[1]
Accumulated Depreciation	(7,889)
Date of Construcion	1977
Date Acquired	Apr. 06, 2007
Magic Springs And Crystal Falls Hot Springs, Arkansas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	4,237
Improvements	4,660
Carrying Costs
Land & Land Improvements	8,673	[1]
Total	19,314	[1]
Accumulated Depreciation	(2,792)
Date of Construcion	1977
Date Acquired	Apr. 16, 2007
Manasquan River Club Brick Township, New Jersey
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	8,031
Improvements	482
Carrying Costs
Land & Land Improvements	8,501	[1]
Total	8,952	[1]
Accumulated Depreciation	(617)
Date Acquired	Jun. 08, 2007
Date of Construction	In 1970's
Crystal Point Marina Point Pleasant, New Jersey
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,159
Improvements	164
Carrying Costs
Land & Land Improvements	5,304	[1]
Total	5,369	[1]
Accumulated Depreciation	(101)
Date of Construcion	1976
Date Acquired	Jun. 08, 2007
Mountain High Resort Wrightwood, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	14,272
Improvements	920
Carrying Costs
Land & Land Improvements	14,704	[1]
Total	36,785	[1]
Accumulated Depreciation	(8,474)
Date Acquired	Jun. 29, 2007
Date of Construction	In 1930's
Holly Creek Marina Celina, Tennessee
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	372
Improvements	42
Carrying Costs
Land & Land Improvements	373	[1]
Total	6,136	[1]
Accumulated Depreciation	(802)
Date Acquired	Aug. 01, 2007
Date of Construction	In 1940's
Eagle Cove Marina Byrdstown, Tennessee
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	1,114
Improvements	113
Carrying Costs
Land & Land Improvements	1,118	[1]
Total	4,637	[1]
Accumulated Depreciation	(646)
Date Acquired	Aug. 01, 2007
Date of Construction	In 1940's
Sugarloaf Mountain Resort Carrabassett Valley, Maine
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	15,408
Improvements	2,696
Carrying Costs
Land & Land Improvements	14,315	[1]
Total	23,762	[1]
Accumulated Depreciation	(4,862)
Date of Construcion	1962
Date Acquired	Aug. 07, 2007
Sunday River Resort Newry, Maine
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	32,698
Improvements	3,495
Carrying Costs
Land & Land Improvements	35,303	[1]
Total	48,449	[1]
Accumulated Depreciation	(8,701)
Date of Construcion	1959
Date Acquired	Aug. 07, 2007
Great Lakes Marina Muskegon, Michigan
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	6,633
Improvements	111
Carrying Costs
Land & Land Improvements	6,664	[1]
Total	9,823	[1]
Accumulated Depreciation	(664)
Date of Construcion	1981
Date Acquired	Aug. 20, 2007
The Village At Northstar Lake Tahoe, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	2,354
Improvements	4,177
Carrying Costs
Land & Land Improvements	2,759	[1]
Total	40,463	[1]
Accumulated Depreciation	(7,766)
Date of Construcion	2005
Date Acquired	Nov. 15, 2007
Arrowhead Country Club Glendale, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	6,358
Improvements	1,903
Carrying Costs
Land & Land Improvements	7,428	[1]
Total	17,762	[1]
Accumulated Depreciation	(2,878)
Date Acquired	Nov. 30, 2007
Date of Construction	In 1980’s
Ancala Country Club Scottsdale, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	6,878
Improvements	1,420
Carrying Costs
Land & Land Improvements	7,748	[1]
Total	14,251	[1]
Accumulated Depreciation	(2,628)
Date of Construcion	1996
Date Acquired	Nov. 30, 2007
Tallgrass Country Club Witchita, Kansas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	2,273
Improvements	859
Carrying Costs
Land & Land Improvements	2,885	[1]
Total	5,718	[1]
Accumulated Depreciation	(680)
Date of Construcion	1982
Date Acquired	Nov. 30, 2007
Deer Creek Golf Club Overland Park, Kansas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	4,914
Improvements	1,209
Carrying Costs
Land & Land Improvements	5,842	[1]
Total	9,476	[1]
Accumulated Depreciation	(1,922)
Date of Construcion	1989
Date Acquired	Nov. 30, 2007
Arrowhead Golf Club Littleton, Colorad
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	11,798
Improvements	1,255
Carrying Costs
Land & Land Improvements	12,798	[1]
Total	15,938	[1]
Accumulated Depreciation	(2,553)
Date of Construcion	1974
Date Acquired	Nov. 30, 2007
Hunt Valley Golf Club Phoenix, Maryland
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	16,115
Improvements	1,999
Carrying Costs
Land & Land Improvements	17,594	[1]
Total	23,741	[1]
Accumulated Depreciation	(3,105)
Date of Construcion	1970
Date Acquired	Nov. 30, 2007
Meadowbrook Golf And Country Club Tulsa, Oklahoma
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	8,311
Improvements	1,267
Carrying Costs
Land & Land Improvements	9,373	[1]
Total	11,513	[1]
Accumulated Depreciation	(1,887)
Date of Construcion	1957
Date Acquired	Nov. 30, 2007
Stonecreek Golf Club Phoenix, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	9,903
Improvements	1,294
Carrying Costs
Land & Land Improvements	10,902	[1]
Total	14,112	[1]
Accumulated Depreciation	(1,752)
Date of Construcion	1990
Date Acquired	Nov. 30, 2007
Painted Desert Golf Club Las Vegas, Nevada
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	7,851
Improvements	870
Carrying Costs
Land & Land Improvements	8,643	[1]
Total	9,686	[1]
Accumulated Depreciation	(2,276)
Date of Construcion	1987
Date Acquired	Nov. 30, 2007
Eagle Brook Country Club Geneva, Illinios
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	8,385
Improvements	1,558
Carrying Costs
Land & Land Improvements	9,354	[1]
Total	16,564	[1]
Accumulated Depreciation	(2,628)
Date of Construcion	1992
Date Acquired	Nov. 30, 2007
Majestic Oaks Golf Club Ham Lake, Minnesota
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	11,371
Improvements	1,061
Carrying Costs
Land & Land Improvements	12,351	[1]
Total	13,126	[1]
Accumulated Depreciation	(2,985)
Date of Construcion	1972
Date Acquired	Nov. 30, 2007
Ruffled Feathers Golf Club Lemont, Illinios
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	8,109
Improvements	1,408
Carrying Costs
Land & Land Improvements	8,984	[1]
Total	14,264	[1]
Accumulated Depreciation	(2,331)
Date of Construcion	1992
Date Acquired	Nov. 30, 2007
Tamarack Golf Club Naperville, Illinios
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	5,544
Improvements	949
Carrying Costs
Land & Land Improvements	6,169	[1]
Total	8,082	[1]
Accumulated Depreciation	(1,517)
Date of Construcion	1988
Date Acquired	Nov. 30, 2007
Continental Golf Course Scottsdale, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	5,276
Improvements	603
Carrying Costs
Land & Land Improvements	5,796	[1]
Total	6,668	[1]
Accumulated Depreciation	(696)
Date of Construcion	1979
Date Acquired	Nov. 30, 2007
Tatum Ranch Golf Club Cave Creek, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	2,674
Improvements	924
Carrying Costs
Land & Land Improvements	3,354	[1]
Total	6,611	[1]
Accumulated Depreciation	(1,067)
Date of Construcion	1987
Date Acquired	Nov. 30, 2007
Kokopelli Golf Club Phoenix, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	7,319
Improvements	1,372
Carrying Costs
Land & Land Improvements	8,571	[1]
Total	10,001	[1]
Accumulated Depreciation	(1,626)
Date of Construcion	1992
Date Acquired	Nov. 30, 2007
Superstition Springs Golf Club Mesa, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	7,947
Improvements	1,157
Carrying Costs
Land & Land Improvements	8,894	[1]
Total	11,233	[1]
Accumulated Depreciation	(1,554)
Date of Construcion	1986
Date Acquired	Nov. 30, 2007
Legend At Arrowhead Golf Resort Glendale, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	8,067
Improvements	1,204
Carrying Costs
Land & Land Improvements	9,137	[1]
Total	10,892	[1]
Accumulated Depreciation	(1,611)
Date of Construcion	2001
Date Acquired	Nov. 30, 2007
London Bridge Golf Club Lake Havasu, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	9,250
Improvements	950
Carrying Costs
Land & Land Improvements	10,068	[1]
Total	11,754	[1]
Accumulated Depreciation	(2,764)
Date Acquired	Nov. 30, 2007
Date of Construction	In 1960's
Forest Park Golf Course St Louis, Missouri
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	7,699
Improvements	1,299
Carrying Costs
Land & Land Improvements	8,501	[1]
Total	14,474	[1]
Accumulated Depreciation	(4,392)
Date Acquired	Dec. 19, 2007
Date of Construction	In 1900's
Micke Grove Golf Course Lodi, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	3,258
Improvements	723
Carrying Costs
Land & Land Improvements	3,702	[1]
Total	7,355	[1]
Accumulated Depreciation	(1,982)
Date of Construcion	1990
Date Acquired	Dec. 19, 2007
Mizner Court at Broken Sound Boca Raton, Floria
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	37,224
Improvements	3,044
Carrying Costs
Land & Land Improvements	37,343	[1]
Total	105,632	[1]
Accumulated Depreciation	(12,615)
Date of Construcion	1987
Date Acquired	Dec. 31, 2007
Shandin Hills Golf Club San Bernadino, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Improvements	517
Carrying Costs
Land & Land Improvements	439	[1]
Total	2,748	[1]
Accumulated Depreciation	(1,106)
Date of Construcion	1980
Date Acquired	Mar. 07, 2008
Tradition Golf Club At Kiskiack Williamsburg, Virginia
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,836
Improvements	119
Carrying Costs
Land & Land Improvements	5,944	[1]
Total	7,052	[1]
Accumulated Depreciation	(1,374)
Date of Construcion	1996
Date Acquired	Mar. 26, 2008
The Tradition Golf Club At The Crossings Glen Allen, Virginia
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	8,616
Improvements	157
Carrying Costs
Land & Land Improvements	8,759	[1]
Total	10,149	[1]
Accumulated Depreciation	(1,826)
Date of Construcion	1979
Date Acquired	Mar. 26, 2008
The Tradition Golf Club At Broad Bay Virginia Beach, Virginia
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	6,837
Improvements	190
Carrying Costs
Land & Land Improvements	6,968	[1]
Total	9,214	[1]
Accumulated Depreciation	(1,782)
Date of Construcion	1986
Date Acquired	Mar. 26, 2008
Brady Mountain Resort And Marina Royal, Arkansas
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	738
Improvements	3,080
Carrying Costs
Land & Land Improvements	3,384	[1]
Total	12,194	[1]
Accumulated Depreciation	(1,984)
Date Acquired	Apr. 10, 2008
Date of Construction	In 1950's
David L. Baker Golf Course Fountain Valley, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	4,642
Improvements	694
Carrying Costs
Land & Land Improvements	303	[1]
Total	10,346	[1]
Accumulated Depreciation	(2,748)
Date of Construcion	1987
Date Acquired	Apr. 17, 2008
Las Vegas Golf Club Las Vegas, NV
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	7,481
Improvements	204
Carrying Costs
Total	11,366	[1]
Accumulated Depreciation	(2,838)
Date of Construcion	1938
Date Acquired	Apr. 17, 2008
Meadowlark Golf Course Meadowlark Golf Course
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	8,544
Improvements	535
Carrying Costs
Land & Land Improvements	337	[1]
Total	17,765	[1]
Accumulated Depreciation	(4,793)
Date of Construcion	1922
Date Acquired	Apr. 17, 2008
Coco Key Water Resort Orlando, Florida
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	9,830
Improvements	26,132
Carrying Costs
Land & Land Improvements	15,593	[1]
Total	41,402	[1]
Accumulated Depreciation	(4,382)
Date Acquired	May 28, 2008
Date of Construction	1970's
Montgomery Country Club Laytonsville, MD
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	5,013
Improvements	479
Carrying Costs
Land & Land Improvements	5,446	[1]
Total	6,897	[1]
Accumulated Depreciation	(1,236)
Date of Construcion	1963
Date Acquired	Sep. 11, 2008
Links At Challedon Golf Club Mt. Airy, MD
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	2,940
Improvements	166
Carrying Costs
Land & Land Improvements	3,084	[1]
Total	3,824	[1]
Accumulated Depreciation	(761)
Date of Construcion	1995
Date Acquired	Sep. 11, 2008
Mount Sunapee Mountain Resort Newbury, New Hampshire
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Improvements	240
Carrying Costs
Land & Land Improvements	4	[1]
Total	12,220	[1]
Accumulated Depreciation	(2,322)
Date of Construcion	1960
Date Acquired	Dec. 05, 2008
Okemo Mountain Resort Ludlow, Vermont
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	17,566
Improvements	850
Carrying Costs
Land & Land Improvements	18,013	[1]
Total	60,186	[1]
Accumulated Depreciation	(7,527)
Date of Construcion	1963
Date Acquired	Dec. 05, 2008
Crested Butte Mountain Resort Mt Crested Butte, Colorado
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	1,305
Improvements	1,598
Carrying Costs
Land & Land Improvements	1,347	[1]
Total	32,934	[1]
Accumulated Depreciation	(5,817)
Date Acquired	Dec. 05, 2008
Date of Construction	In 1960's
Jiminy Peak Mountain Resort Hancock, Massachusetts
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	7,802
Improvements	379
Carrying Costs
Land & Land Improvements	8,044	[1]
Total	16,345	[1]
Accumulated Depreciation	(2,327)
Date of Construcion	1948
Date Acquired	Jan. 27, 2009
Wet n Wild Hawaii Honolulu, Hawaii
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Improvements	263
Carrying Costs
Land & Land Improvements	93	[1]
Total	17,120	[1]
Accumulated Depreciation	(1,764)
Date of Construcion	1998
Date Acquired	May 06, 2009
Great Wolf Lodge Wisconsin Dells Wisconsin Dells, Wisconsin
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	3,433
Improvements	4,321
Carrying Costs
Land & Land Improvements	2,459	[1]
Total	25,386	[1]
Accumulated Depreciation	(7,266)
Date of Construcion	1997
Date Acquired	Aug. 06, 2009
Great Wolf Lodge Sandusky Sandusky, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	2,772
Improvements	(4,209)
Carrying Costs
Land & Land Improvements	1,793	[1]
Total	28,624	[1]
Accumulated Depreciation	(8,065)
Date of Construcion	2001
Date Acquired	Aug. 06, 2009
Orvis Development Lands Granby, Colorado
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	51,255
Improvements	1,371
Carrying Costs
Land & Land Improvements	52,626	[1]
Total	52,626	[1]
Date Acquired	Oct. 29, 2009
Anacapa Isle Marina Oxnard, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Carrying Costs
Total	9,405	[1]
Accumulated Depreciation	(1,445)
Date of Construcion	1973
Date Acquired	Mar. 12, 2010
Ballena Isle Marina Alameda, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	23
Improvements	752
Carrying Costs
Land & Land Improvements	23	[1]
Total	8,474	[1]
Accumulated Depreciation	(805)
Date of Construcion	1972
Date Acquired	Mar. 12, 2010
Cabrillo Isle Marina San Diego, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Improvements	3
Carrying Costs
Total	19,556	[1]
Accumulated Depreciation	(2,879)
Date of Construcion	1977
Date Acquired	Mar. 12, 2010
Ventura Isle Marina Ventura California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Improvements	2
Carrying Costs
Total	15,933	[1]
Accumulated Depreciation	(2,793)
Date of Construcion	1975
Date Acquired	Mar. 12, 2010
Bohemia Vista Yacht Basin Chesapeake City, MD
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	4,307
Improvements	1,327
Carrying Costs
Land & Land Improvements	5,995	[1]
Total	6,132	[1]
Accumulated Depreciation	(190)
Date of Construcion	1967
Date Acquired	May 20, 2010
Hacks Point Marina Earleville, Maryland
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	1,759
Improvements	49
Carrying Costs
Land & Land Improvements	1,945	[1]
Total	2,012	[1]
Accumulated Depreciation	(63)
Date Acquired	May 20, 2010
Date of Construction	In 1970's
Pacific Park Santa Monica, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Carrying Costs
Total	26,621	[1]
Accumulated Depreciation	(1,779)
Date of Construcion	1996
Date Acquired	Dec. 29, 2010
Camelot Park Bakersfield, California
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	179
Improvements	10
Carrying Costs
Land & Land Improvements	178	[1]
Total	259	[1]
Accumulated Depreciation	(251)
Date of Construcion	1994
Date Acquired	Oct. 06, 2006
Culpepper Place At Branson Meadow Branson, MO
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	535
Carrying Costs
Land & Land Improvements	535	[1]
Total	8,873	[1]
Accumulated Depreciation	(322)
Date Acquired	Aug. 31, 2011
Date of Construction	2002 and 2007
Culpepper of Springdale Springdale, AR
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	762
Carrying Costs
Land & Land Improvements	762	[1]
Total	8,006	[1]
Accumulated Depreciation	(279)
Date of Construcion	2007
Date Acquired	Aug. 31, 2011
Culpepper Place At Chesterfield Village Chesterfield, MO
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	713
Carrying Costs
Land & Land Improvements	713	[1]
Total	10,793	[1]
Accumulated Depreciation	(380)
Date Acquired	Aug. 31, 2011
Date of Construction	1999 and 2009
Culpepper Place Of Nevada Nevada, MO
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	40
Carrying Costs
Land & Land Improvements	40	[1]
Total	359	[1]
Accumulated Depreciation	(11)
Date of Construcion	1997
Date Acquired	Aug. 31, 2011
Culpepper Place Of Springfield Springfield, MO
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	800
Carrying Costs
Land & Land Improvements	800	[1]
Total	6,952	[1]
Accumulated Depreciation	(249)
Date Acquired	Aug. 31, 2011
Date of Construction	1997 and 2005
Culpepper Place Of Jonesboro Jonesboro, AR
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	897
Carrying Costs
Land & Land Improvements	897	[1]
Total	7,093	[1]
Accumulated Depreciation	(254)
Date of Construcion	2008
Date Acquired	Aug. 31, 2011
Culpepper Fayetteville Fayetteville, AK
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	800
Carrying Costs
Land & Land Improvements	800	[1]
Total	12,840	[1]
Accumulated Depreciation	(40)
Date of Construcion	2011
Date Acquired	Nov. 30, 2012
Town Center Village Portland, OR
Real Estate and Accumulated Depreciation [Line Items]
Encumberances		[2]
Land & Land Improvements	2,481
Improvements	895
Carrying Costs
Land & Land Improvements	2,513	[1]
Total	39,189	[1]
Accumulated Depreciation	(1,678)
Date Acquired	Aug. 31, 2011
Date of Construction	1985-1991
Stevens Pass Skykomish, King And Chelan County, WA
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	62
Improvements	450
Carrying Costs
Land & Land Improvements	237	[1]
Total	18,876	[1]
Accumulated Depreciation	(827)
Date Acquired	Nov. 17, 2011
Date of Construction	1945-2000
Good Neighbor Washington Washington, IL
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	428
Improvements	5
Carrying Costs
Land & Land Improvements	433	[1]
Total	9,394	[1]
Accumulated Depreciation	(249)
Date of Construcion	2009
Date Acquired	Dec. 29, 2011
Good Neighbor Pekin Pekin, IL
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	504
Carrying Costs
Land & Land Improvements	504	[1]
Total	8,694	[1]
Accumulated Depreciation	(229)
Date of Construcion	2009
Date Acquired	Dec. 29, 2011
Good Neighbor Sterling Sterling, IL
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	549
Carrying Costs
Land & Land Improvements	549	[1]
Total	8,202	[1]
Accumulated Depreciation	(224)
Date of Construcion	2008
Date Acquired	Dec. 29, 2011
Solomon Alpharetta Alpharetta, GA
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	1,436
Improvements	11
Carrying Costs
Land & Land Improvements	1,436	[1]
Total	13,881	[1]
Accumulated Depreciation	(237)
Date Acquired	Apr. 30, 2012
Date of Construction	1999 and 2009
Solomon Fayetteville Fayetteville, GA
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	1,536
Carrying Costs
Land & Land Improvements	1,536	[1]
Total	11,552	[1]
Accumulated Depreciation	(202)
Date of Construcion	1999
Date Acquired	Apr. 30, 2012
Solomon Gainesville Gainesville, GA
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	2,869
Improvements	6
Carrying Costs
Land & Land Improvements	2,869	[1]
Total	34,572	[1]
Accumulated Depreciation	(603)
Date Acquired	Apr. 30, 2012
Date of Construction	1999 and 2010
Solomon Stockbridge Stockbridge, GA
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	1,158
Carrying Costs
Land & Land Improvements	1,158	[1]
Total	11,383	[1]
Accumulated Depreciation	(195)
Date of Construcion	1998
Date Acquired	Apr. 30, 2012
Provision Living Godfrey Godfrey, IL
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	351
Carrying Costs
Land & Land Improvements	351	[1]
Total	9,872	[1]
Accumulated Depreciation	(157)
Date of Construcion	2010
Date Acquired	May 07, 2012
Amber Ridge Memory Care Moline, IL
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	741
Carrying Costs
Land & Land Improvements	741	[1]
Total	6,056	[1]
Accumulated Depreciation	(79)
Date of Construcion	2008
Date Acquired	Jun. 29, 2012
Amber Ridge Assisted Living Moline, IL
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	681
Improvements	184
Carrying Costs
Land & Land Improvements	770	[1]
Total	3,105	[1]
Accumulated Depreciation	(43)
Date of Construcion	2003
Date Acquired	Jun. 29, 2012
Lodge Carson City, Nevada
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	923
Carrying Costs
Land & Land Improvements	923	[1]
Total	13,856	[1]
Accumulated Depreciation	(188)
Date of Construcion	2009
Date Acquired	Jun. 29, 2012
Rapids Waterpark West Palm Beach, Florida
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	11,041
Improvements	6,023
Carrying Costs
Land & Land Improvements	17,064	[1]
Total	26,108	[1]
Accumulated Depreciation	(421)
Date Acquired	Jun. 29, 2012
Date of Construction	1979 and 2007
Laurel Creek Cumming, Georgia
Real Estate and Accumulated Depreciation [Line Items]
Encumberances
Land & Land Improvements	2,454
Carrying Costs
Land & Land Improvements	2,454	[1]
Total	6,484	[1]
Accumulated Depreciation	(6)
Date of Construcion	2009
Date Acquired	Dec. 14, 2012
Leaseholds and Leasehold Improvements
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	289,912
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	316,419	[1]
Leaseholds and Leasehold Improvements | Gatlinburg Sky Lift Gatlinburg, Tennessee
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	19,154
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	19,161	[1]
Leaseholds and Leasehold Improvements | Hawaiian Falls Waterparks Garland And The Colony, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	3,663
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,810	[1]
Leaseholds and Leasehold Improvements | Cypress Mountain Vancouver, British Columbia
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	19,001
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	18,702	[1]
Leaseholds and Leasehold Improvements | The Omni Mount Washington Resort and Bretton Woods Ski Area Bretton Woods, New Hampshire
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	10
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	10	[1]
Leaseholds and Leasehold Improvements | Bear Creek Golf Club Dallas, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,613
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,614	[1]
Leaseholds and Leasehold Improvements | Lake Park Golf Club Dallas Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,821
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,822	[1]
Leaseholds and Leasehold Improvements | Mansfield National Golf Club Dallas Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	605
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	605	[1]
Leaseholds and Leasehold Improvements | Burnside Marina Somerset, Kentucky
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,593
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,621	[1]
Leaseholds and Leasehold Improvements | Pier 121 Marina And Easthill Park Lewisville, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	25,222
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	25,228	[1]
Leaseholds and Leasehold Improvements | Beaver Creek Marina Monticello, Kentucky
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,778
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	5,825	[1]
Leaseholds and Leasehold Improvements | Cowboys Golf Club Grapevinem Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,534
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,699	[1]
Leaseholds and Leasehold Improvements | Brighton Ski Resort Brighton, Utah
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,123
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,123	[1]
Leaseholds and Leasehold Improvements | Clear Creek Golf Club Houston, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,116
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,116	[1]
Leaseholds and Leasehold Improvements | Sierra At Tahoe Resort South Lake Tahoe, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	800
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	800	[1]
Leaseholds and Leasehold Improvements | Loon Mountain Resort Lincoln, New Hampshire
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	346
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	347	[1]
Leaseholds and Leasehold Improvements | Summit At Snowqualmie Resort Snoqualmie Pass Washington
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	792
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	792	[1]
Leaseholds and Leasehold Improvements | Waterworld Concord California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	7,841
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	7,841	[1]
Leaseholds and Leasehold Improvements | Magic Springs And Crystal Falls Hot Springs, Arkansas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8
Leaseholds and Leasehold Improvements | Manasquan River Club Brick Township, New Jersey
Real Estate and Accumulated Depreciation [Line Items]
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	12	[1]
Leaseholds and Leasehold Improvements | Mountain High Resort Wrightwood, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	14,022
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	14,061	[1]
Leaseholds and Leasehold Improvements | Holly Creek Marina Celina, Tennessee
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,257
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	5,297	[1]
Leaseholds and Leasehold Improvements | Eagle Cove Marina Byrdstown, Tennessee
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,718
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,815	[1]
Leaseholds and Leasehold Improvements | Sugarloaf Mountain Resort Carrabassett Valley, Maine
Real Estate and Accumulated Depreciation [Line Items]
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,000	[1]
Leaseholds and Leasehold Improvements | Forest Park Golf Course St Louis, Missouri
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,723
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,971	[1]
Leaseholds and Leasehold Improvements | Micke Grove Golf Course Lodi, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,608
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,821	[1]
Leaseholds and Leasehold Improvements | Shandin Hills Golf Club San Bernadino, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,119
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,822	[1]
Leaseholds and Leasehold Improvements | Brady Mountain Resort And Marina Royal, Arkansas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	6,757
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	7,044	[1]
Leaseholds and Leasehold Improvements | David L. Baker Golf Course Fountain Valley, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	3,577
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	8,343	[1]
Leaseholds and Leasehold Improvements | Las Vegas Golf Club Las Vegas, NV
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,059
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	9,736	[1]
Leaseholds and Leasehold Improvements | Meadowlark Golf Course Meadowlark Golf Course
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	6,999
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	15,661	[1]
Leaseholds and Leasehold Improvements | Mount Sunapee Mountain Resort Newbury, New Hampshire
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	6,727
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	6,909	[1]
Leaseholds and Leasehold Improvements | Okemo Mountain Resort Ludlow, Vermont
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	25,086
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	25,144	[1]
Leaseholds and Leasehold Improvements | Crested Butte Mountain Resort Mt Crested Butte, Colorado
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	18,843
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	19,288	[1]
Leaseholds and Leasehold Improvements | Wet n Wild Hawaii Honolulu, Hawaii
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	13,399
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	13,425	[1]
Leaseholds and Leasehold Improvements | Great Wolf Lodge Sandusky Sandusky, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	27	[1]
Leaseholds and Leasehold Improvements | Anacapa Isle Marina Oxnard, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	7,155
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	7,155	[1]
Leaseholds and Leasehold Improvements | Ballena Isle Marina Alameda, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	4,793
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	5,280	[1]
Leaseholds and Leasehold Improvements | Cabrillo Isle Marina San Diego, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	17,984
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	17,984	[1]
Leaseholds and Leasehold Improvements | Ventura Isle Marina Ventura California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	14,426
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	14,426	[1]
Leaseholds and Leasehold Improvements | Bohemia Vista Yacht Basin Chesapeake City, MD
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	362
Leaseholds and Leasehold Improvements | Hacks Point Marina Earleville, Maryland
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	148
Leaseholds and Leasehold Improvements | Pacific Park Santa Monica, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	25,046
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	25,049	[1]
Leaseholds and Leasehold Improvements | Stevens Pass Skykomish, King And Chelan County, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	13,084
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	14,033	[1]
Buildings
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	745,617
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	847,940	[1]
Buildings | Gatlinburg Sky Lift Gatlinburg, Tennessee
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	175
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	175	[1]
Buildings | Hawaiian Falls Waterparks Garland And The Colony, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	758
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	794	[1]
Buildings | Route 66 Harley Davidson Tulsa, Oklahoma
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,509
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	5,522	[1]
Buildings | Palmetto Hall Plantation Club Hilton Head, South Carolina
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,465
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,489	[1]
Buildings | Cypress Mountain Vancouver, British Columbia
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	735
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	14,078	[1]
Buildings | Raven Golf Club at South Mountain Phoenix, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,382
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,442	[1]
Buildings | The Omni Mount Washington Resort and Bretton Woods Ski Area Bretton Woods, New Hampshire
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	28,114
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	57,762	[1]
Buildings | Bear Creek Golf Club Dallas, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,312
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,519	[1]
Buildings | Funtasticks Fun Center Tucson, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,950
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,075	[1]
Buildings | Zuma Fun Center South Houston, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,192
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,218	[1]
Buildings | Zuma Fun Center Charlotte, North Carolina
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,608
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,624	[1]
Buildings | Weston Hills Country Club Weston, Florida
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	14,374
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	15,098	[1]
Buildings | Valencia Country Club Santa Clarita, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8,646
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	8,934	[1]
Buildings | Canyon Springs Golf Club San Antonio, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,314
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,318	[1]
Buildings | The Golf Club At Cinco Ranch Houston, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	454
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	488	[1]
Buildings | Golf Club at Fossil Creek Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,040
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,055	[1]
Buildings | Lake Park Golf Club Dallas Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,352
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,372	[1]
Buildings | Mansfield National Golf Club Dallas Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,176
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,190	[1]
Buildings | Plantation Golf Club Dallas Fort Worth, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	130
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	307	[1]
Buildings | Fox Meadow Country Club Medina, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	4,144
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	4,319	[1]
Buildings | Lakeridge Country Club Lubbock, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,461
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,521	[1]
Buildings | Mesa Del Sol Golf Club Yuma, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	981
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,001	[1]
Buildings | Signature Golf Course Solon, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8,403
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	8,606	[1]
Buildings | Weymouth Country Club Medina, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	4,860
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	4,980	[1]
Buildings | Burnside Marina Somerset, Kentucky
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	415
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	415	[1]
Buildings | Pier 121 Marina And Easthill Park Lewisville, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	4,576
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	4,577	[1]
Buildings | Beaver Creek Marina Monticello, Kentucky
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	381
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	381	[1]
Buildings | Lake Front Marina Port Clinton, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,115
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,171	[1]
Buildings | Sandusky Harbor Marina Sandusky, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	3,428
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,444	[1]
Buildings | Cowboys Golf Club Grapevinem Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,457
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,079	[1]
Buildings | Brighton Ski Resort Brighton, Utah
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	11,233
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	13,189	[1]
Buildings | Clear Creek Golf Club Houston, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	155
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	167	[1]
Buildings | Northstar At Tahoe Resort Lake Tahoe, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8,534
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	15,890	[1]
Buildings | Sierra At Tahoe Resort South Lake Tahoe, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8,574
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	9,162	[1]
Buildings | Loon Mountain Resort Lincoln, New Hampshire
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	4,673
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	5,786	[1]
Buildings | Summit At Snowqualmie Resort Snoqualmie Pass Washington
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8,802
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	9,513	[1]
Buildings | White Water Bay Oklahoma City, Oklahoma
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,461
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	6,041	[1]
Buildings | Splashtown Houston, Texas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,609
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,068	[1]
Buildings | Waterworld Concord California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	728
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	874	[1]
Buildings | Elitch Gardens Denver, Colorado
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	7,480
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	7,867	[1]
Buildings | Darien Lake Buffalo, New York
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	21,967
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	22,788	[1]
Buildings | Frontier City Oklahoma City, Oklahoma
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	7,518
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	8,375	[1]
Buildings | Wild Waves And Enchanted Village Seattle, Washington
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,837
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,109	[1]
Buildings | Magic Springs And Crystal Falls Hot Springs, Arkansas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	10,409
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	10,641	[1]
Buildings | Manasquan River Club Brick Township, New Jersey
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	439
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	439	[1]
Buildings | Crystal Point Marina Point Pleasant, New Jersey
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	46
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	65	[1]
Buildings | Mountain High Resort Wrightwood, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	7,571
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	8,020	[1]
Buildings | Holly Creek Marina Celina, Tennessee
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	465
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	466	[1]
Buildings | Eagle Cove Marina Byrdstown, Tennessee
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,692
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,704	[1]
Buildings | Sugarloaf Mountain Resort Carrabassett Valley, Maine
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,658
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	7,447	[1]
Buildings | Sunday River Resort Newry, Maine
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	12,256
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	13,146	[1]
Buildings | Great Lakes Marina Muskegon, Michigan
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	3,079
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,159	[1]
Buildings | The Village At Northstar Lake Tahoe, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	33,932
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	37,704	[1]
Buildings | Arrowhead Country Club Glendale, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	9,501
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	10,334	[1]
Buildings | Ancala Country Club Scottsdale, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,953
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	6,503	[1]
Buildings | Tallgrass Country Club Witchita, Kansas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,586
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,833	[1]
Buildings | Deer Creek Golf Club Overland Park, Kansas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	3,353
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,634	[1]
Buildings | Arrowhead Golf Club Littleton, Colorad
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,885
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,140	[1]
Buildings | Hunt Valley Golf Club Phoenix, Maryland
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,627
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	6,147	[1]
Buildings | Meadowbrook Golf And Country Club Tulsa, Oklahoma
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,935
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,140	[1]
Buildings | Stonecreek Golf Club Phoenix, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,915
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,210	[1]
Buildings | Painted Desert Golf Club Las Vegas, Nevada
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	965
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,043	[1]
Buildings | Eagle Brook Country Club Geneva, Illinios
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	6,621
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	7,210	[1]
Buildings | Majestic Oaks Golf Club Ham Lake, Minnesota
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	694
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	775	[1]
Buildings | Ruffled Feathers Golf Club Lemont, Illinios
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	4,747
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	5,280	[1]
Buildings | Tamarack Golf Club Naperville, Illinios
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,589
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,913	[1]
Buildings | Continental Golf Course Scottsdale, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	789
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	872	[1]
Buildings | Tatum Ranch Golf Club Cave Creek, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	3,013
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,257	[1]
Buildings | Kokopelli Golf Club Phoenix, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,310
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,430	[1]
Buildings | Superstition Springs Golf Club Mesa, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,129
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,339	[1]
Buildings | Legend At Arrowhead Golf Resort Glendale, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,621
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,755	[1]
Buildings | London Bridge Golf Club Lake Havasu, Arizona
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,554
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,686	[1]
Buildings | Forest Park Golf Course St Louis, Missouri
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,753
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,002	[1]
Buildings | Micke Grove Golf Course Lodi, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	766
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	832	[1]
Buildings | Mizner Court at Broken Sound Boca Raton, Floria
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	65,364
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	68,289	[1]
Buildings | Shandin Hills Golf Club San Bernadino, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,112
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	487	[1]
Buildings | Tradition Golf Club At Kiskiack Williamsburg, Virginia
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,097
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,108	[1]
Buildings | The Tradition Golf Club At The Crossings Glen Allen, Virginia
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,376
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,390	[1]
Buildings | The Tradition Golf Club At Broad Bay Virginia Beach, Virginia
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,187
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,246	[1]
Buildings | Brady Mountain Resort And Marina Royal, Arkansas
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,619
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,766	[1]
Buildings | David L. Baker Golf Course Fountain Valley, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,433
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,700	[1]
Buildings | Las Vegas Golf Club Las Vegas, NV
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,622
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,630	[1]
Buildings | Meadowlark Golf Course Meadowlark Golf Course
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,687
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,767	[1]
Buildings | Coco Key Water Resort Orlando, Florida
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,440
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	25,809	[1]
Buildings | Montgomery Country Club Laytonsville, MD
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,405
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,451	[1]
Buildings | Links At Challedon Golf Club Mt. Airy, MD
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	718
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	740	[1]
Buildings | Mount Sunapee Mountain Resort Newbury, New Hampshire
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,253
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	5,307	[1]
Buildings | Okemo Mountain Resort Ludlow, Vermont
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	16,684
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	17,029	[1]
Buildings | Crested Butte Mountain Resort Mt Crested Butte, Colorado
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	11,188
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	12,299	[1]
Buildings | Jiminy Peak Mountain Resort Hancock, Massachusetts
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8,164
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	8,301	[1]
Buildings | Wet n Wild Hawaii Honolulu, Hawaii
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	3,458
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,602	[1]
Buildings | Great Wolf Lodge Wisconsin Dells Wisconsin Dells, Wisconsin
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	17,632
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	22,927	[1]
Buildings | Great Wolf Lodge Sandusky Sandusky, Ohio
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	30,061
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	26,804	[1]
Buildings | Anacapa Isle Marina Oxnard, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,250
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,250	[1]
Buildings | Ballena Isle Marina Alameda, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,906
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	3,171	[1]
Buildings | Cabrillo Isle Marina San Diego, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,569
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,572	[1]
Buildings | Ventura Isle Marina Ventura California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,505
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,507	[1]
Buildings | Bohemia Vista Yacht Basin Chesapeake City, MD
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	136
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	137	[1]
Buildings | Hacks Point Marina Earleville, Maryland
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	56
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	67	[1]
Buildings | Pacific Park Santa Monica, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	1,575
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	1,572	[1]
Buildings | Camelot Park Bakersfield, California
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	70
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	81	[1]
Buildings | Culpepper Place At Branson Meadow Branson, MO
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8,338
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	8,338	[1]
Buildings | Culpepper of Springdale Springdale, AR
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	7,244
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	7,244	[1]
Buildings | Culpepper Place At Chesterfield Village Chesterfield, MO
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	10,080
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	10,080	[1]
Buildings | Culpepper Place Of Nevada Nevada, MO
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	319
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	319	[1]
Buildings | Culpepper Place Of Springfield Springfield, MO
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	6,152
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	6,152	[1]
Buildings | Culpepper Place Of Jonesboro Jonesboro, AR
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	6,196
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	6,196	[1]
Buildings | Culpepper Fayetteville Fayetteville, AK
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	12,040
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	12,040	[1]
Buildings | Town Center Village Portland, OR
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	35,813
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	36,676	[1]
Buildings | Stevens Pass Skykomish, King And Chelan County, WA
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,280
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	4,606	[1]
Buildings | Good Neighbor Washington Washington, IL
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8,961
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	8,961	[1]
Buildings | Good Neighbor Pekin Pekin, IL
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	8,190
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	8,190	[1]
Buildings | Good Neighbor Sterling Sterling, IL
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	7,653
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	7,653	[1]
Buildings | Solomon Alpharetta Alpharetta, GA
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	12,434
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	12,445	[1]
Buildings | Solomon Fayetteville Fayetteville, GA
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	10,016
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	10,016	[1]
Buildings | Solomon Gainesville Gainesville, GA
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	31,695
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	31,703	[1]
Buildings | Solomon Stockbridge Stockbridge, GA
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	10,225
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	10,225	[1]
Buildings | Provision Living Godfrey Godfrey, IL
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	9,521
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	9,521	[1]
Buildings | Amber Ridge Memory Care Moline, IL
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	5,315
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	5,315	[1]
Buildings | Amber Ridge Assisted Living Moline, IL
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	2,240
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	2,335	[1]
Buildings | Lodge Carson City, Nevada
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	12,933
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	12,933	[1]
Buildings | Rapids Waterpark West Palm Beach, Florida
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	9,044
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	9,044	[1]
Buildings | Laurel Creek Cumming, Georgia
Real Estate and Accumulated Depreciation [Line Items]
Initial Costs, Buildings and Lease-hold Interests and Improvements	4,030
Gross Amounts at which Carried at Close of Period, Buildings and Lease-hold Interests and Improvements	$ 4,030	[1]

[1] The aggregate cost for federal income tax purposes is approximately $2.3 billion.

[2] The property is encumbered at December 31, 2012.

[3] The initial purchase price includes the original purchase price of $45.0 million, acquired July 23, 2006. On August 12, 2011, the Company purchased the golf facility, resort amenities and development land at this property for an additional $10.5 million. See Item 2. "Properties" for additional information.

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Schedule of Acquired Properties (Detail) (USD $) In Thousands, unless otherwise specified					12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Aug. 12, 2011	Jul. 23, 2006	Dec. 31, 2012 Dogwood Forest of Alpharetta-One senior housing property	Dec. 31, 2012 Dogwood Forest of Fayetteville-One senior housing property	Dec. 31, 2012 Dogwood Forest of Gainesville-One senior housing property	Dec. 31, 2012 Dogwood Forest of Eagles Landing - One senior housing property	Dec. 31, 2012 Provision Living at Godfrey-One senior housing property	Dec. 31, 2012 Amber Ridge Memory Care - One senior housing properties	Dec. 31, 2012 Amber Ridge Assisted Living-One senior housing property	Dec. 31, 2012 The Lodge Assisted Living and Memory Care Community -One senior housing property	Dec. 31, 2012 Rapids Waterpark-One attractions property	Dec. 31, 2012 Culpepper Place of Fayettteville One Senior Housing Property	Dec. 31, 2012 Dogwood Forest of Cumming One Senior Housing Property	Dec. 31, 2011 Business Acquisition One	Dec. 31, 2011 Business Acquisition Two	Dec. 31, 2011 Business Acquisition Three	Dec. 31, 2011 Business Acquisition Four	Dec. 31, 2011 Business Acquisition Five	Dec. 31, 2011 Business Acquisition Six	Dec. 31, 2011 Business Acquisition Seven	Dec. 31, 2011 Business Acquisition Eight	Dec. 31, 2011 Business Acquisition Nine	Dec. 31, 2011 Business Acquisition Ten	Dec. 31, 2011 Business Acquisition Eleven	Dec. 31, 2011 Business Acquisition Twelve
Business Combination, Transactions [Line Items]
Product/Description					Dogwood Forest of Alpharetta - One senior housing property	Dogwood Forest of Fayetteville - One senior housing property	Dogwood Forest of Gainesville - One senior housing property	Dogwood Forest of Eagles Landing - One senior housing property	Provision Living at Godfrey - One senior housing property	Amber Ridge Memory Care - One senior housing property	Amber Ridge Assisted Living - One senior housing property	The Lodge Assisted Living and Memory Care Community - One senior housing property	Rapids Waterpark - One attractions property	Culpepper Place of Fayettteville -One senior housing property	Dogwood Forest of Cumming-One senior housing property	The Omni Mount Washington Resort- One golf facility, resort amenities and development land	Culpepper Place at Branson Meadows- One senior housing property	Culpepper Place at Chesterfield Village- One senior housing property	Culpepper Place of Nevada- One senior housing property	Culpepper Place of Springdale- One senior housing property	Culpepper Place of Springfield- One senior housing property	Culpepper Place of Jonesboro- One senior housing property	Town Center Village- One senior housing property	Stevens Pass Mountain Resort- One ski and mountain lifestyle property	Grand Victorian of Pekin- One senior housing property	Grand Victorian of Sterling- One senior housing property	Grand Victorian of Washington- One senior housing property
Location					Georgia	Georgia	Georgia	Georgia	Illinois	Illinois	Illinois	Nevada	Florida	Arkansas	Georgia	New Hampshire	Missouri	Missouri	Missouri	Arkansas	Missouri	Arkansas	Oregon	Washington	Illinois	Illinois	Illinois
Date of Acquisition					Apr. 30, 2012	Apr. 30, 2012	Apr. 30, 2012	Apr. 30, 2012	May 07, 2012	Jun. 29, 2012	Jun. 29, 2012	Jun. 29, 2012	Jun. 29, 2012	Nov. 30, 2012	Dec. 14, 2012	Aug. 12, 2011	Aug. 31, 2011	Aug. 31, 2011	Aug. 31, 2011	Aug. 31, 2011	Aug. 31, 2011	Aug. 31, 2011	Aug. 31, 2011	Nov. 17, 2011	Dec. 29, 2011	Dec. 29, 2011	Dec. 29, 2011
Purchase Price	$ 190,150	$ 149,692	$ 10,500	$ 45,000	$ 15,300	$ 12,900	$ 38,800	$ 12,800	$ 11,000	$ 6,900	$ 3,600	$ 15,500	$ 51,850	$ 14,000	$ 7,500	$ 10,500	$ 9,850	$ 12,200	$ 425	$ 8,850	$ 7,725	$ 7,950	$ 40,967	$ 20,475	$ 9,930	$ 9,700	$ 11,120

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Concentrations of Risk (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Tenants that Individually Accounted Aggregate Total Revenues or Assets

As of December 31, 2012 and 2011 and for the three years ended through December 31, 2012, the Company had the following tenants that individually accounted for 10.0% or more of its aggregate total revenues or assets.

Tenant	Number and Type of Leased Properties	Percentage of Total Revenues									Percentage of Total Assets
		2012			2011			2010			2012			2011
PARC Management, LLC (“PARC”)	n/a (1)		n/a	(1)		n/a	(1)		11.0	%		n/a	(1)		n/a	(1)
Boyne USA, Inc. (“Boyne”)	7 ski and mountain lifestyle properties		8.6	%		9.6	%		12.6	%		7.6	%		7.9	%
Evergreen Alliance Golf Limited, L.P.	32 golf facilities (2)		4.9	%		8.3	%		12.1	%		10.1	%		12.3	%

FOOTNOTES:

(1) In 2011, the Company transitioned all of its properties previously leased to PARC to new third-party managers and PARC is no longer a tenant of the Company.

(2) On November 9, 2011, the Company’s Board of Directors approved the sale of five golf properties and the transition of seven other properties to new third-party managers to be operated for a period of time. As of December 31, 2012, the Company completed the sale of four properties with the remaining one property to be sold in 2013 and transitioned all seven properties. The percentages above include the one property classified as assets held for sale.

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Aggregate Carrying Amount and Major Classifications of Consolidated Assets and Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets
Real estate investment properties, net	$ 207,516	$ 210,866
Other assets	39,618	31,319
Liabilities
Mortgages and other notes payable	80,481	82,376
Other liabilities	$ 15,806	$ 17,225

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Acquisitions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Business Combination, Transactions [Line Items]
Revenue of newly acquired properties	$ 19.2	$ 0.6
Net operating income (loss) attributable to these newly acquired properties	$ (1.5)	$ 2.4
Minimum
Business Combination, Transactions [Line Items]
Operating term of senior housing properties under management agreements	5 years	5 years
Long-term lease	5 years
Maximum
Business Combination, Transactions [Line Items]
Operating term of senior housing properties under management agreements	10 years	10 years
Long-term lease	20 years
Rapids Waterpark-One attractions property
Business Combination, Transactions [Line Items]
Long-term lease	20 years

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Future Principal Maturities for Mortgages and other Notes Receivable (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Receivables [Line Items]
2013	$ 52
2014	86,133
2015	57
2016	11,133
2017	110
Thereafter	23,534
Total	$ 121,019

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Unaudited Quarterly Financial Data (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Quarterly Financial Data [Line Items]
Total revenues	$ 96,238	[1]	$ 175,390		$ 120,267		$ 89,384		$ 77,522		$ 153,913		$ 105,030		$ 81,671		$ 481,279		$ 418,136		$ 300,023
Operating income (loss)	(37,621)	[1]	39,782		(5,858)		(9,098)		(16,746)		28,201		(736)		(5,433)		(12,795)		5,286		(58,491)
Equity in earnings of unconsolidated entities	(253)	[1]	2,266		2,277		1,231		1,801		926		2,161		(3,866)		5,521		1,022		10,978
Income (loss) from continuing operations	(54,203)	[1]	23,899		(20,268)		(24,101)		(30,671)		12,394		(15,640)		(20,673)		(74,673)		(54,590)		(79,498)
Discontinued operations	(798)	[1],[2]	(286)	[2]	326	[2]	(642)	[2]	(1,337)	[1]	(13,633)	[1]	(93)	[1]	43	[1]	(1,400)	[2]	(15,020)	[1]	(2,391)
Net income (loss)	$ (55,001)	[1]	$ 23,613		$ (19,942)		$ (24,743)		$ (32,008)		$ (1,239)		$ (15,733)		$ (20,630)		$ (76,073)		$ (69,610)		$ (81,889)
Weighted average number of shares outstanding (basic and diluted)	314,858	[1]	313,250		311,860		309,235		307,776		306,344		304,595		290,079		312,309		302,250
Earnings (loss) per share of common stock (basic and diluted)	$ (0.17)	[1]	$ 0.08		$ (0.06)		$ (0.08)		$ (0.10)		$ 0.00		$ (0.05)		$ (0.07)		$ (0.24)		$ (0.23)		$ (0.31)

[1] Includes impact from out of period adjustments as described above. See "Footnote 2 - Significant Accounting Policies" for additional information.

[2] The Company classified certain properties as assets held for sale and reclassified the results related to those properties to discontinued operations for all periods presented.

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Related Party Arrangements (Tables)

12 Months Ended

Dec. 31, 2012

Earned Acquisition Fees and Incurred Reimbursable Expenses

For the years ended December 31, 2012, 2011 and 2010, the Advisor and former advisor collectively earned fees and incurred reimbursable expenses as follows (in thousands):

	Year Ended December 31,
	2012		2011		2010
Acquisition fees: (1)
Acquisition fees from offering proceeds	$	1,785	$	7,244	$	10,990
Acquisition fees from debt proceeds		5,235		22,009		1,535
Total		7,020		29,253		12,525
Asset management fees: (2)		35,725		31,802		26,808
Reimbursable expenses: (3)
Offering costs		—		1,251		3,706
Acquisition costs		409		378		226
Operating expenses		8,002		11,419		9,254
Total		8,411		13,048		13,186
Total fees earned and reimbursable expenses	$	51,156	$	74,103	$	52,519

FOOTNOTES:

(1) Acquisition fees are paid for services in connection with the selection, purchase, development or construction of real property. The fees are generally equal to 3.0% of gross offering proceeds from the sale of the Company’s common stock including proceeds from shares sold under its Reinvestment Plan, and 3.0% of loan proceeds in connection with the incurrence of indebtedness, including the Company’s pro-rata share of joint venture indebtedness.

(2) Asset management fees are equal to 0.08334% per month of the Company’s real estate asset value, which is generally the amount actually paid or allocated to the purchase, development, construction or improvement of a property, and the outstanding principal amount of any mortgage note receivable as of the end of the preceding month.

(3) The Advisor and its affiliates are entitled to reimbursement of certain expenses incurred on behalf of the Company in connection with the Company’s organization, offering, acquisitions, and operating activities. Pursuant to the advisory agreement, the Company will not reimburse the Advisor for any amount by which total operating expenses paid or incurred by the Company exceed the greater of 2.0% of average invested assets or 25.0% of net income (the “Expense Cap”) in any expense year, as defined in the advisory agreement. For the expense years ended December 31, 2012, 2011 and 2010, operating expenses did not exceed the Expense Cap.

Summary of Fees to Related Parties in Connection with Shares Sold through Public Offerings

For the years ended December 31, 2012, 2011 and 2010, the Company incurred the following fees to related parties in connection with shares sold in that offering (in thousands):

	Year Ended December 31,
	2012		2011		2010
Selling commissions	$	—	$	12,855	$	23,141
Marketing support fee and due diligence expense reimbursements		—		5,520		9,931
Total	$	—	$	18,375	$	33,072

Amounts Due to Affiliates for Fees and Expenses

Amounts due to affiliates for fees and expenses described above are as follows (in thousands):

	As of December 31,
	2012		2011
Due to the Advisor and its affiliates:
Offering expenses	$	—	$	24
Asset management fees		14		—
Operating expenses		509		619
Acquisition fees and expenses		463		477
Total	$	986	$	1,120

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation — The accompanying consolidated financial statements include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary, and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation.

In accordance with the guidance for the consolidation of VIEs, the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a variable interest entity (“VIE”). The Company’s analysis includes both quantitative and qualitative reviews. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements.

Allocation of Purchase Price for Real Estate Acquisitions

Allocation of Purchase Price for Real Estate Acquisitions — Upon the acquisition of real estate properties, the Company records the fair value of the land, buildings, equipment, intangible assets, including but not limited to in-place leases, origination costs and above or below market lease values, assumed liabilities and any contingent liabilities and any contingent purchase consideration at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair values are determined based on incorporating market participant assumptions, discounted cash flow models and the Company’s estimates reflecting the facts and circumstances of each acquisition. Acquisition fees and costs are expensed for acquisitions that are considered a business combination.

The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on the determination of the fair values of these assets.

The purchase price is allocated to in-place lease intangibles based on management’s evaluation of the specific characteristics of the acquired lease. Factors considered include estimates of carrying costs during hypothetical expected lease up periods, including estimates of lost rental income during the expected lease up periods, and costs to execute similar leases such as leasing commissions, legal and other related expenses.

The Company may also enter into yield guarantees in connection with an acquisition, whereby the seller agrees to hold a portion of the purchase price in escrow that may be repaid to the Company in the event certain thresholds are not met. In calculating the estimated fair value of the yield guarantee, the Company considers information obtained about each property during the due diligence and budget process as well as discount rates to determine the fair value. The Company periodically evaluates the fair value of the yield guarantee and records any adjustments to the fair value as a component of other income (expense) in the consolidated statement of operations.

Depreciation and Amortization

Depreciation and Amortization — Real estate costs related to the acquisition and improvement of properties are capitalized. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Real estate assets are stated at cost less accumulated depreciation, which is computed using the straight-line method of accounting over the estimated useful lives of the related assets. Buildings and improvements are depreciated over the lesser of 39 years or the remaining life of the ground lease including renewal options and leasehold and permit interests.

Amortization of intangible assets is computed using the straight-line method of accounting over the respective lease term or estimated useful life. The capitalized above-market or below-market lease intangible is amortized to rental income over the estimated remaining term of the respective leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs related to the lease would be written off. Intangible assets with indefinite lives are not amortized, and like all intangibles, are evaluated for impairment on an annual basis or upon a trigger event.

Investment in Unconsolidated Entities

Investment in Unconsolidated Entities —The Company accounts for its investment in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not maintain a controlling financial interest over these entities. These investments are recorded initially at cost and subsequently adjusted for cash contributions, distributions and equity in earnings (loss) of the unconsolidated entities. Based on the respective venture structures and preferences the Company receives on distributions and liquidation, the Company records its equity in earnings of the entities under the hypothetical liquidation at book value (“HLBV”) method of accounting. Under this method, the Company recognizes income or loss in each period as if the net book value of the assets in the ventures were hypothetically liquidated at the end of each reporting period following the provisions of the joint venture agreements. In any given period, the Company could be recording more or less income than actual cash distributions received and more or less than what the Company may receive in the event of an actual liquidation. The Company’s investment in unconsolidated entities is accounted for as an asset acquisition in which acquisition fees and expenses are capitalized as part of the basis in the investment in unconsolidated entities. The acquisition fees and expenses create an outside basis difference that are allocated to the assets of the investee and, if assigned to depreciable or amortizable assets, the basis differences are then amortized as a component of equity in earnings (loss) of unconsolidated entities.

Acquisition Fees and Expenses

Acquisition Fees and Expenses — The Company incurs acquisition fees and expenses in connection with the selection and acquisition of properties, including expenses on properties it determines not to acquire. The Company immediately expenses all acquisition costs and fees associated with transactions deemed to be business combinations, but capitalizes these costs for transactions deemed to be acquisitions of an asset or equity method investment.

Assets Held for Sale and Discontinued Operations

Assets Held for Sale and Discontinued Operations — Assets that are classified as held for sale are recorded at the lower of their carrying value or fair value less costs to dispose. The Company classifies assets as held for sale once management has the authority to approve and commits to a plan to sell, the assets are available for immediate sale, an active program to locate a buyer and the sale of the assets are probable and transfer of the assets are expected to occur within one year. Upon the determination of the assets classified as held for sale or sold, the depreciation and amortization of the assets will terminate. The related operations of assets held for sale are reported as discontinued if such operations and cash flows can be clearly distinguished both operationally and financially from the ongoing operations, such operations and cash flows will be eliminated from ongoing operations once the disposal occurs, and if the Company will not have any significant continuing involvement subsequent to the sale.

Real Estate Impairments

Real Estate Impairments — The Company tests the recoverability of its directly-owned real estate whenever events or changes in circumstances indicate that the carrying value of those assets may be impaired. Factors that could trigger an impairment analysis include, among others: (i) significant other-than-temporary underperformance relative to historical or projected future operating results; (ii) significant changes in the manner of use or estimated holding period of the Company’s real estate assets or the strategy of its overall business; (iii) a significant increase in competition; (iv) a significant adverse change in legal factors or an adverse action or assessment by a regulator, which could affect the value of the Company’s real estate assets; or (v) significant other-than-temporary negative industry or economic trends. When such factors are present, the Company will assess potential impairment by comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted operating cash flows, the Company would recognize an impairment provision to adjust the carrying amount of the asset to the estimated fair value. Fair values are generally determined based on incorporating market participant assumptions, discounted cash flow models and the Company’s estimates reflecting the facts and circumstances of each acquisition.

For investments in unconsolidated entities, management will monitor on a continuous basis whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the investments in unconsolidated entities may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent an impairment has occurred, the loss would be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

The estimated fair values of unconsolidated entities are based upon a discounted cash flow model that includes all estimated cash inflows and outflows over the expected holding period. The capitalization rates and discounted rates utilized in the model are based upon rates that the Company believes to be within a reasonable range of current market rates for the underlying properties.

Mortgages and Other Notes Receivables

Mortgages and Other Notes Receivables — Mortgages and other notes receivable are stated at the principal amount outstanding, net of deferred loan origination costs or fees. Loan origination and other fees received by the Company in connection with making the loans are recorded as reduction of the note receivable and amortized into interest income, using the effective interest method, over the term of the loan. Acquisition fees and costs in connection with making the loans are capitalized and recorded as part of the mortgages and other notes receivable balance and amortized as a reduction of interest income over the term of the notes.

The Company evaluates mortgages and other notes receivable for impairment based on current information and events. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the note. Measurement of impairment is based on the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if the loan is collateral dependent. Upon measurement of impairment, the Company will record an allowance to reduce the carrying value of the loan accordingly and record a corresponding charge to net income (loss).

Cash

Cash — Cash consists of demand deposits at commercial banks. The Company also invests in cash equivalents consisting of highly liquid investments in money market funds with original maturities of three months or less during the year. As of December 31, 2012, cash deposits exceeded federally insured amounts. However, the Company has not experienced any losses on such accounts. Management continues to monitor third-party depository institutions that hold the Company’s cash, primarily with the goal of safety of principal and secondarily on maximizing yield on those funds. To that end, the Company has diversified its cash among several banking institutions in an attempt to minimize exposure to any one of these entities. Management has attempted to select institutions that it believes are strong based on an evaluation of their financial stability and exposure to poor performing assets.

Restricted Cash

Restricted Cash — Certain amounts of cash are restricted to fund capital expenditures for the Company’s real estate investment properties or represent certain tenant security deposits. The Company’s restricted cash balances as of December 31, 2012 and 2011 were approximately $40.3 million and $37.9 million, respectively.

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities — The Company utilizes derivative instruments to partially offset the effect of fluctuating interest rates on the cash flows associated with its variable-rate debt. The Company follows established risk management policies and procedures in its use of derivatives and does not enter into or hold derivatives for trading or speculative purposes. The Company records all derivative instruments on the balance sheet at fair value. On the date the Company enters into a derivative contract, the derivative is designated as a hedge of the exposure to variable cash flows of a forecasted transaction. The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently recognized in the statement of operations in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. Any ineffective portion of the gain or loss is reflected in interest expense in the statement of operations. As of December 31, 2012 and 2011, the Company’s hedges qualified as highly effective and, accordingly, all of the change in value is reflected in other comprehensive income (loss).

Fair Value of Financial Instruments

Fair Value of Financial Instruments — The estimated fair value of cash, accounts receivable, accounts payable and accrued expenses approximates carrying value as of December 31, 2012 and 2011, because of the liquid nature of the assets and relatively short maturities of the obligations. See Footnote 10. “Mortgages and other Notes Receivables” and Footnote 11. “Indebtedness” for the Company’s estimates of the fair value of its mortgages and other notes receivable and its indebtedness as of December 31, 2012 and 2011.

Deferred Financing Costs

Deferred Financing Costs — Financing costs paid in connection with obtaining long-term debt are deferred and amortized over the life of the debt using the effective interest method. Amortization expense was approximately $7.1 million, $5.2 million and $3.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Foreign Currency Translation

Foreign Currency Translation — The accounting records for the Company’s one consolidated foreign location, in Vancouver, British Columbia, are maintained in the local currency and revenues and expenses are translated using the average exchange rates during the period. Assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. The resulting translation adjustments are reflected in stockholders’ equity as a cumulative foreign currency translation adjustment, a component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in the accompanying consolidated statements of operations.

Revenue Recognition

Revenue Recognition — For properties subject to operating leases, rental revenue is recorded on a straight-line basis over the terms of the leases. Additional percentage rent that is due contingent upon tenant performance thresholds, such as gross revenues, is deferred until the underlying performance thresholds have been achieved. Property operating revenues from managed properties, which are not subject to leasing arrangements, are derived from room rentals, food and beverage sales, ski and spa operations, golf operations, membership dues, ticket sales, concessions, waterpark and themepark operations, resident rental fees, assistance services, and other service revenues. Such revenues, excluding membership dues, are recognized when rooms are occupied, when services have been performed, and when products are delivered. Membership dues are recognized ratably over the term of the membership period. For mortgages and other notes receivable, interest income is recognized on an accrual basis when earned, except for loans placed on non-accrual status, for which interest income is recognized when received. Any deferred portion of contractual interest is recognized on a straight-line basis over the term of the corresponding note. Loan origination fees charged and acquisition fees incurred in connection with the making of loans are recognized as interest income, and a reduction in interest income, respectively over the term of the notes.

Capital Improvement Reserve Income

Capital Improvement Reserve Income — The Company’s leases require the tenants to pay certain contractual amounts that are set aside by the Company for replacements of fixed assets and other improvements to the properties. These amounts are and will remain the property of the Company during and after the term of the lease. The amounts are recorded as capital improvement reserve income at the time that they are earned and are included in rental income from operating leases in the accompanying consolidated statements of operations. Capital Improvement reserve income was approximately $23.5 million, $22.7 million and $24.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Mortgages and Other Notes Payable

Mortgages and Other Notes Payable — Mortgages and other notes payable are recorded at the stated principal amount and are generally collateralized by the Company’s lifestyle properties with monthly interest only and/or principal payments. A loan that is accounted for as a troubled debt restructure is recorded at the present value future cash payments, principal and interest, specified by the new terms. The Company may undergo a troubled debt restructuring if management determines that the underlying collateralized properties are not performing to meet debt service. In order to qualify as a troubled debt restructure the following must apply: (i) the underlying collateralized property value decreased as a result of the economic environment, (ii) transfer of asset (cash) to partially satisfy the loan has occurred and (iii) new loan terms decrease the effective interest rate and extend the maturity date. The difference between the future cash payments specified by the new terms and the carrying value immediately preceding the restructure is recorded as gain on extinguishment of debt.

Income Taxes

Income Taxes — The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended and related regulations beginning with the year ended December 31, 2004. As a REIT, the Company generally is not subject to federal corporate income taxes provided it distributes at least 100% of its REIT taxable income and capital gains and meets certain other requirements for qualifying as a REIT. Subject to compliance with applicable tax law, certain properties may be operated using an eligible third-party manager. In those cases, taxable income from those operations may be subject to federal income tax. Management believes that the Company was organized and operated in a manner that enabled the Company to continue to qualify for treatment as a REIT for federal income tax purposes for the years ended December 31, 2012, 2011 and 2010.

Under the provisions of the Internal Revenue Code and applicable state laws, each TRS entity of the Company is subject to taxation of income on the profits and losses from its operations. The Company accounts for federal and state income taxes with respect to its TRS entities using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and respective tax bases and operating losses and tax-credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Earnings (loss) Per Share

Earnings (loss) Per Share — Earnings (loss) per share is calculated based upon the weighted-average number of shares of common stock outstanding during the period.

Use of Estimates

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant estimates and assumptions are made in connection with the allocation of purchase price and the analysis of real estate, equity method investments and impairments. Actual results could differ from those estimates.

Reclassifications

Reclassifications — Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation with no effect on previously reported total assets and total liabilities, net loss or stockholders’ equity. The results of operations of the real estate properties that are classified as held for sale, along with properties sold during the period, are reflected in discontinued operations for all periods presented.

Segment Information

Segment Information — Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker currently evaluates the Company’s operations from a number of different operational perspectives including but not limited to a property-by-property basis and by tenant and operator. The Company derives all significant revenues from a single reportable operating segment of business, lifestyle real estate regardless of the type (ski, attractions, senior housing, etc.) or ownership structure (leased or managed). In addition, the Company evaluated each individual property and determined they were individually less than 10% of the combined revenue for the year ended December 31, 2012. Accordingly, the Company does not report segment information; nevertheless, management periodically evaluates whether the Company continues to have one single reportable segment of business.

Out of Period Adjustments

Out of Period Adjustments — During the fourth quarter of 2012, the Company identified errors in the consolidated financial statements relating to prior years. The Company understated expenses related to the transition of certain properties from leased to managed structure which resulted in an understatement of loss on lease terminations by $1.6 million and an understatement of other operating expenses by $2.2 million. The Company concluded these adjustments were not material, individually or in the aggregate, to its results for this or any of the prior periods and, as such, the Company recorded out of period adjustments to increase its net loss during the fourth quarter of 2012 by $3.8 million.

Recent Accounting Pronouncements

Recent Accounting Pronouncements — In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (AOCI).” This update clarified the guidance in subtopic 220 and requires preparers to report, in one place, information about reclassifications out of AOCI. The ASU also requires companies to report changes in AOCI balances. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. This ASU impacts presentation only and, as such, will not have a material impact on the Company’s financial condition.

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles – Goodwill and Other (Topic 350).” This ASU provides an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired and to determine whether it should perform a quantitative impairment test. This ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this ASU did not have a material effect on the Company’s financial statements and disclosures.

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (Topic 210).” This ASU also serves to amend the disclosure requirements in FASB ASU 815, “Derivatives and Hedging.” This ASU will require companies to provide both net amounts (those that are offset) and gross information (as if amounts are not offset) in notes to the financial statements. This ASU is effective for interim and annual periods beginning after January 1, 2013. Because this ASU impacts presentation only, it will have no effect on the Company’s financial condition.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This ASU establishes a global standard for measuring amounts at fair value. The ASU is effective for the Company beginning the first quarter of 2012. The adoption of this ASU did not have a material impact on the Company’s financial statements and disclosures.

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Schedule of Mortgages and Other Notes Payable (Detail) (USD $)	12 Months Ended					1 Months Ended	12 Months Ended				12 Months Ended			12 Months Ended			12 Months Ended			12 Months Ended			12 Months Ended			12 Months Ended					12 Months Ended		12 Months Ended		12 Months Ended			12 Months Ended			12 Months Ended		12 Months Ended			12 Months Ended		12 Months Ended												12 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Apr. 30, 2011	Apr. 05, 2011	Oct. 31, 2011 Troubled Debt Restructuring	Dec. 31, 2012 Troubled Debt Restructuring	Dec. 31, 2011 Troubled Debt Restructuring	Dec. 31, 2012 Variable Rate Debt	Dec. 31, 2011 Variable Rate Debt	Dec. 31, 2012 Variable Rate Debt Mortgage Debt One		Dec. 31, 2011 Variable Rate Debt Mortgage Debt One	Dec. 31, 2012 Variable Rate Debt Mortgage Debt Two		Dec. 31, 2011 Variable Rate Debt Mortgage Debt Two	Dec. 31, 2012 Variable Rate Debt Mortgage Debt Three		Dec. 31, 2011 Variable Rate Debt Mortgage Debt Three	Dec. 31, 2012 Variable Rate Debt Mortgage Debt Four		Dec. 31, 2011 Variable Rate Debt Mortgage Debt Four	Dec. 31, 2012 Variable Rate Debt Mortgage Debt Five		Dec. 31, 2011 Variable Rate Debt Mortgage Debt Five	Dec. 31, 2012 Variable Rate Debt Mortgage Debt Six		Dec. 31, 2012 Fixed Rate Debt		Dec. 31, 2011 Fixed Rate Debt	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt One	Dec. 31, 2011 Fixed Rate Debt Mortgage Debt One	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Two	Dec. 31, 2011 Fixed Rate Debt Mortgage Debt Two	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Three	Dec. 31, 2011 Fixed Rate Debt Mortgage Debt Three	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Three Minimum	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Three Maximum	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Four	Dec. 31, 2011 Fixed Rate Debt Mortgage Debt Four	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Five	Dec. 31, 2011 Fixed Rate Debt Mortgage Debt Five	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Six		Dec. 31, 2011 Fixed Rate Debt Mortgage Debt Six	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Seven	Dec. 31, 2011 Fixed Rate Debt Mortgage Debt Seven	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Seven Minimum	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Seven Maximum	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Eight		Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Nine		Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Ten	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Eleven	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Twelve	Dec. 31, 2011 Fixed Rate Debt Mortgage Debt Twelve	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Twelve Minimum	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Twelve Maximum	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Thirteen	Dec. 31, 2011 Fixed Rate Debt Mortgage Debt Thirteen	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Thirteen Minimum	Dec. 31, 2012 Fixed Rate Debt Mortgage Debt Thirteen Maximum
Debt Instrument [Line Items]
Mortgage debt	$ 649,002,000	$ 530,855,000						$ 53,168,000	$ 152,710,000	$ 134,875,000	$ 62,856,000		$ 64,664,000	$ 25,000,000		$ 25,000,000	$ 9,070,000		$ 9,376,000	$ 18,434,000		$ 18,585,000	$ 16,350,000		$ 17,250,000	$ 21,000,000					$ 5,418,000	$ 5,543,000	$ 88,146,000	$ 91,114,000	$ 60,631,000	$ 52,808,000			$ 19,639,000	$ 19,950,000	$ 92,003,000	$ 95,922,000	$ 50,635,000		$ 53,168,000	$ 12,560,000	$ 13,107,000			$ 17,205,000		$ 13,036,000		$ 44,552,000	$ 46,499,000	$ 34,600,000	$ 52,000,000			$ 11,602,000	$ 12,661,000
Senior notes				400,000,000	400,000,000																							396,550,000		396,550,000
Total fixed rate debt																												893,076,000		792,823,000
Mortgage debt, Gross	1,045,786,000	927,698,000
Mortgage debt, Discount	(2,684,000)	(3,061,000)
Mortgage debt, net	1,043,102,000	924,637,000
Mortgage debt, Maturity Date							Mar. 01, 2016				Jan. 02, 2016			Aug. 28, 2016			Sep. 01, 2019			Nov. 30, 2014			Dec. 31, 2015			Nov. 30, 2015		Apr. 15, 2019			Mar. 01, 2016		Feb. 05, 2017					Oct. 15, 2018	Sep. 28, 2016		Apr. 05, 2017		Mar. 01, 2016					Sep. 01, 2016	Dec. 01, 2016	Oct. 05, 2018		Apr. 05, 2017		Apr. 30, 2018	Jul. 01, 2019	Dec. 31, 2014						Nov. 01, 2023	Apr. 01, 2025
Mortgage Debt, interest rate terms											30 day LIBOR + 1.3%	[1]		30 day LIBOR + 3.0%	[1]		30 day LIBOR + 3.3%	[1]		CDOR + 3.8%	[1]		30 day LIBOR + 4.5%	[1]		30 day LIBOR + 3.0%	[1]
Mortgage Debt, interest rate basis point above reference rate											1.30%	[1]		3.00%	[1]		3.30%	[1]		3.80%	[1]		4.50%	[1]		3.00%	[1]
Mortgage Debt, stated interest rate	6.10%																											7.30%			7.30%		6.10%				4.35%	4.50%	6.80%		6.10%		6.10%					6.30%	6.50%	4.40%	[2]	6.00%	[2]	6.00%	3.79%			8.00%	9.50%			6.10%	6.40%
Collateral											1 multi-family residential property			1 hotel property			1 ski and mountain lifestyle property			1 ski and mountain lifestyle property			1 ski and mountain lifestyle property			1 attractions property					1 golf property		19 golf properties and 1 sky lift attraction property		7 senior housing properties				1 attractions lifestyle property		5 ski and mountain lifestyle properties		2 hotel properties	[3]		3 marina properties				3 Senior Housing properties		1 Ski and mountain resort lifestyle property		1 attraction property	4 Senior Housing properties	3 ski and mountain lifestyle properties				1 attractions property
Approximate Carrying Value of Collateral											93,500,000			78,700,000			22,300,000			36,900,000			34,700,000			50,600,000		1,088,500,000	[4]		7,600,000		214,400,000		96,700,000				31,200,000		197,000,000		58,200,000			37,900,000				28,300,000		19,900,000		112,300,000	75,900,000	110,300,000				25,200,000
Original outstanding principal balance of debt restructured						61,900,000
Investments made under the troubled debt restructuring agreement						10,500,000
Investment used to pay down the original principal						5,700,000
Investment reserved for capital improvement	69,675,000	42,345,000	59,140,000			4,800,000
Loss on extinguishment of debt								$ 1,000,000

[1] The 30-day LIBOR rate was approximately 0.2% and 0.3% as of December 31, 2012 and 2011, respectively. The 30-day CDOR rate was approximately 1.2% as of December 31, 2012 and 2011.

[2] These loans are cross-collateralized with the collateral of two of the Company's existing loans, one of which resulted in an extension of maturity to April 5, 2017.

[3] In October 2011, the Company completed a troubled debt restructure of its non-recourse mortgage loan encumbering two waterpark hotel properties with an original outstanding principal balance of approximately $61.9 million. Under the terms of the restructure the Company agreed to make an investment of approximately $10.5 million ("Additional GW Investment") of which approximately $5.7 million was used to pay down the original principal and approximately $4.8 million is reserve for capital improvements. Under a troubled debt restructure, the debt is recorded at an amount equal to the total cash payments, including both principal and interest, under the new terms. The $53.2 million in the table above as of December 31, 2011 represents the total cash payments under the new debt. In connection with the restructuring, the Company recorded loss on extinguishment of debt of approximately $1.0 million primarily related to legal costs incurred in connection with the troubled debt restructure, which has been included in the accompanying consolidated statements of operations.

[4] In April 2011, the Company issued $400.0 million senior notes which are guaranteed by certain of its lifestyle properties. See "Item 2 - Properties" for additional information.

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Summary of Balance Sheet Data (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Schedule of Unconsolidated Entities [Line Items]
Other assets	$ 63,655		$ 42,973
Other liabilities	47,445		46,054
DMC Partnership
Schedule of Unconsolidated Entities [Line Items]
Real estate assets, net	236,200		241,606
Other assets	12,410		13,277
Mortgages and other notes payable	135,428		138,533
Other liabilities	5,089		4,633
Partners' capital	108,093		111,717
Carrying amount of investment	107,641	[1]	108,101	[1]
Company's ownership percentage	82.00%	[1]	82.00%	[1]
Intrawest Venture
Schedule of Unconsolidated Entities [Line Items]
Real estate assets, net			90,748
Asset held for sale	84,278
Other assets	14,174		13,705
Mortgages and other notes payable	73,702		74,823
Other liabilities	15,459		12,746
Partners' capital	9,291		16,884
Carrying amount of investment	23,506	[1]	30,415	[1]
Company's ownership percentage	80.00%	[1]	80.00%	[1]
CNLSun I Venture
Schedule of Unconsolidated Entities [Line Items]
Real estate assets, net	593,745		614,548
Other assets	30,807		31,374
Mortgages and other notes payable	434,940		434,940
Other liabilities	20,173		21,258
Partners' capital	169,439		189,724
Carrying amount of investment	108,334	[1]	123,072	[1]
Company's ownership percentage	60.00%	[1]	60.00%	[1]
CNLSun II Venture
Schedule of Unconsolidated Entities [Line Items]
Real estate assets, net	122,171		126,488
Other assets	5,644		7,642
Mortgages and other notes payable	104,549		104,549
Other liabilities	6,096		4,586
Partners' capital	17,170		24,995
Carrying amount of investment	13,660	[1]	19,785	[1]
Company's ownership percentage	70.00%	[1]	70.00%	[1]
CNLSun III Venture
Schedule of Unconsolidated Entities [Line Items]
Real estate assets, net	162,668		164,642
Other assets	10,528		10,592
Mortgages and other notes payable	120,000		120,000
Other liabilities	10,668		5,693
Partners' capital	42,528		49,541
Carrying amount of investment	34,198	[1]	36,785	[1]
Company's ownership percentage	67.90%	[1]	67.90%	[1]
Total
Schedule of Unconsolidated Entities [Line Items]
Real estate assets, net	1,114,784		1,238,032
Asset held for sale	84,278
Other assets	73,563		76,590
Mortgages and other notes payable	868,619		872,845
Other liabilities	57,485		48,916
Partners' capital	346,521		392,861
Carrying amount of investment	$ 287,339	[1]	$ 318,158	[1]

[1] As of December 31, 2012 and 2011, the Company's share of partners' capital determined under HLBV was approximately $265.3 million and $294.5 million, respectively, and the total difference between the carrying amount of the investment and the Company's share of partners' capital determined under HLBV was approximately $22.0 million and $23.6 million, respectively.

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Changes in Fair Value Measurements Using Significant Unobservable Inputs (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Balance at January 1, 2012	$ 2,863
Additional properties classified as assets held for sale	4,745
Adjustment to impairment provision	(670)
Fair value of properties sold	(1,195)
Balance as of December 31, 2012	$ 5,743

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Summary of Purchase Price Allocation (Parenthetical) (Detail) (Intangibles - in - place leases)	Dec. 31, 2012	Dec. 31, 2011
Intangibles - in - place leases
Business Combination, Transactions [Line Items]
Weighted-average amortization period for intangible lease	2 years	2 years 6 months

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Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating activities:
Net cash provided by (used in) operating activities	$ 76,726	$ 83,064	$ 79,776
Investing activities:
Acquisition of properties	(190,150)	(149,692)	(81,390)
Capital expenditures	(69,675)	(42,345)	(59,140)
Investment in and contributions to unconsolidated entities	(3,776)	(191,397)
Deposits on real estate investments			(11,220)
Proceeds from sale of properties	1,500	8,450
Payment of contingent purchase consideration			(12,433)
Proceeds from disposal of assets	70	104	590
Distribution from unconsolidated entities	3,445	11,624
Issuance of mortgage loans receivable	(869)	(5,760)	(14,897)
Principal payments received on mortgage loans receivable	4,790	9,473	38,614
Changes in restricted cash	(5,632)	(13,406)	(6,238)
Acquisition fees on mortage notes receivable		(59)	(461)
Return of short term investments			8,000
Net cash provided by (used in) investing activities	(260,297)	(373,008)	(138,575)
Financing activities:
Offering proceeds		187,555	333,346
Redemptions of common stock	(9,590)	(30,000)	(40,396)
Distributions to stockholders, net of reinvested	(94,677)	(104,951)	(90,855)
Stock issuance costs		(21,213)	(36,574)
Proceeds from mortgage loans and other notes payable	152,300	116,540	12,202
Principal payments on line of credit		210,100
Principal payments on mortgage loans	(34,666)	(204,800)	(50,450)
Principal payments on capital leases	(4,107)	(3,967)	(4,284)
Payment of loan costs	(10,305)	(25,662)	(5,903)
Net cash provided by (used in) financing activities	93,955	252,498	75,603
Effect of exchange rate fluctuation on cash	1	(232)	138
Net increase (decrease) in cash	(89,615)	(37,678)	16,942
Cash at beginning of period	162,839	200,517	183,575
Cash at end of period	73,224	162,839	200,517
Issuer
Operating activities:
Net cash provided by (used in) operating activities	(84,363)	(78,842)	(44,837)
Investing activities:
Changes in restricted cash	46	(92)
Return of short term investments			8,000
Intercompany investing	93,222	(384,226)	(114,389)
Net cash provided by (used in) investing activities	93,268	(384,318)	(106,389)
Financing activities:
Offering proceeds		187,555	333,346
Redemptions of common stock	(9,590)	(30,000)	(40,396)
Distributions to stockholders, net of reinvested	(94,677)	(104,951)	(90,855)
Stock issuance costs		(21,213)	(36,574)
Proceeds from unsecured senior notes		396,996
Principal payments on mortgage loans		(2,777)
Payment of loan costs	(27)	(19,252)	(150)
Net cash provided by (used in) financing activities	(104,294)	406,358	165,371
Net increase (decrease) in cash	(95,389)	(56,802)	14,145
Cash at beginning of period	134,608	191,410	177,265
Cash at end of period	39,219	134,608	191,410
Guarantor Subsidiaries
Operating activities:
Net cash provided by (used in) operating activities	90,996	85,894	103,621
Investing activities:
Acquisition of properties			(34,000)
Capital expenditures	(25,427)	(20,202)	(20,388)
Investment in and contributions to unconsolidated entities	(3,776)	(191,397)
Deposits on real estate investments			(11,220)
Proceeds from sale of properties	1,500	8,450
Payment of contingent purchase consideration			(12,433)
Proceeds from disposal of assets	63	100	590
Distribution from unconsolidated entities	3,445	11,624
Issuance of mortgage loans receivable			(8,598)
Principal payments received on mortgage loans receivable		7,528	38,614
Changes in restricted cash	(2,892)	(3,561)	(4,812)
Acquisition fees on mortage notes receivable			(306)
Net cash provided by (used in) investing activities	(27,087)	(187,458)	(52,553)
Financing activities:
Borrowings under line of credit	170,000		58,000
Proceeds from mortgage loans and other notes payable	45,000	20,411
Principal payments on line of credit	(75,000)	(58,000)	(99,483)
Principal payments on mortgage loans	(7,830)	(145,623)	(19,206)
Principal payments on capital leases	(1,483)	(2,065)	(1,976)
Payment of loan costs	(4,341)	(2,314)	(4,256)
Intercompany financing	(187,398)	297,952
Transfer to (from) Issuer			16,703
Net cash provided by (used in) financing activities	(61,052)	110,361	(50,218)
Net increase (decrease) in cash	2,857	8,797	850
Cash at beginning of period	11,268	2,471	1,621
Cash at end of period	14,125	11,268	2,471
Non-Guarantor Subsidiaries
Operating activities:
Net cash provided by (used in) operating activities	70,093	76,012	20,992
Investing activities:
Acquisition of properties	(190,150)	(149,692)	(47,390)
Capital expenditures	(44,248)	(22,143)	(38,752)
Proceeds from disposal of assets	7	4
Issuance of mortgage loans receivable	(869)	(5,760)	(6,299)
Principal payments received on mortgage loans receivable	4,790	1,945
Changes in restricted cash	(2,786)	(9,753)	(1,426)
Acquisition fees on mortage notes receivable		(59)	(155)
Net cash provided by (used in) investing activities	(233,256)	(185,458)	(94,022)
Financing activities:
Proceeds from mortgage loans and other notes payable	107,300	96,129	12,202
Principal payments on mortgage loans	(26,836)	(56,400)	(31,244)
Principal payments on capital leases	(2,624)	(1,902)	(2,308)
Payment of loan costs	(5,937)	(4,096)	(1,497)
Intercompany financing	94,176	86,274
Transfer to (from) Issuer			97,686
Net cash provided by (used in) financing activities	166,079	120,005	74,839
Effect of exchange rate fluctuation on cash	1	(232)	138
Net increase (decrease) in cash	2,917	10,327	1,947
Cash at beginning of period	16,963	6,636	4,689
Cash at end of period	19,880	16,963	6,636
Consolidating Adjustments
Investing activities:
Intercompany investing	(93,222)	384,226	114,389
Net cash provided by (used in) investing activities	(93,222)	384,226	114,389
Financing activities:
Intercompany financing	93,222	(384,226)
Transfer to (from) Issuer			(114,389)
Net cash provided by (used in) financing activities	93,222	(384,226)	(114,389)
Consolidated
Operating activities:
Net cash provided by (used in) operating activities	76,726	83,064	79,776
Investing activities:
Acquisition of properties	(190,150)	(149,692)	(81,390)
Capital expenditures	(69,675)	(42,345)	(59,140)
Investment in and contributions to unconsolidated entities	(3,776)	(191,397)
Deposits on real estate investments			(11,220)
Proceeds from sale of properties	1,500	8,450
Payment of contingent purchase consideration			(12,433)
Proceeds from disposal of assets	70	104	590
Distribution from unconsolidated entities	3,445	11,624
Issuance of mortgage loans receivable	(869)	(5,760)	(14,897)
Principal payments received on mortgage loans receivable	4,790	9,473	38,614
Changes in restricted cash	(5,632)	(13,406)	(6,238)
Acquisition fees on mortage notes receivable		(59)	(461)
Return of short term investments			8,000
Net cash provided by (used in) investing activities	(260,297)	(373,008)	(138,575)
Financing activities:
Offering proceeds		187,555	333,346
Redemptions of common stock	(9,590)	(30,000)	(40,396)
Distributions to stockholders, net of reinvested	(94,677)	(104,951)	(90,855)
Stock issuance costs		(21,213)	(36,574)
Borrowings under line of credit	170,000		58,000
Proceeds from mortgage loans and other notes payable	152,300	116,540	12,202
Proceeds from unsecured senior notes		396,996
Principal payments on line of credit	(75,000)	(58,000)	(99,483)
Principal payments on mortgage loans	(34,666)	(204,800)	(50,450)
Principal payments on capital leases	(4,107)	(3,967)	(4,284)
Payment of loan costs	(10,305)	(25,662)	(5,903)
Net cash provided by (used in) financing activities	93,955	252,498	75,603
Effect of exchange rate fluctuation on cash	1	(232)	138
Net increase (decrease) in cash	(89,615)	(37,678)	16,942
Cash at beginning of period	162,839	200,517	183,575
Cash at end of period	$ 73,224	$ 162,839	$ 200,517

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Mortgages and Other Notes Receivable (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended		12 Months Ended
	Aug. 31, 2012	Jul. 31, 2012	Dec. 31, 2012
Receivables [Line Items]
Working capital line of credit receivable restructured amount			$ 6
Term loan receivable			6
Interest Rate		10.00%	11.00%
Term loan receivable, interest rate above LIBOR			4.00%
Term loan receivable, earliest maturity date			2016-12
Earliest payment date of principal or interest			2014-01
Term loan receivable, latest maturity date			2021-12
Loan loss provision under troubled debt restructure			1.7
Percentage rent recorded as a reduction to term loan			0.1
Loan receivable commitment		0.8
Loan receivable, maturity date	Sep. 01, 2014	Sep. 30, 2022
Loan receivable, amount advanced			$ 0.7
Affiliated borrowers loan receivable maturity extension period Affiliated borrowers loan receivable maturity extension period	2 years
Notice period in which there will be no prepayment fees	90 days

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Summary of Terms and Fair Value of Derivative Financial Instruments (Parenthetical) (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
Loan denominated in Canadian dollars	$ 20,000,000
Fixed interest rate	6.40%
U.S. exchange rate for Canadian dollars	1.00	0.98
Foreign currency exchange rate conversion to dollars	$ 1.00	$ 1.00

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Indebtedness - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended					12 Months Ended							12 Months Ended
	Aug. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Apr. 30, 2011	Apr. 05, 2011	Dec. 31, 2012 Troubled Debt Restructuring	Dec. 31, 2011 Troubled Debt Restructuring	Dec. 31, 2012 Troubled Debt Restructuring Interest Only Loans	Aug. 04, 2012 Minimum Libor Plus	Aug. 04, 2012 Minimum Base Rate Plus	Aug. 04, 2012 Maximum Libor Plus	Aug. 04, 2012 Maximum Base Rate Plus	Dec. 31, 2011 Senior Notes	Apr. 05, 2011 Senior Notes
Debt Instrument [Line Items]
Extension period on maturity of debt							3 years
Mortgage debt, Maturity Date							Mar. 01, 2016							Apr. 15, 2019
Amount of debt forgiven			$ 267,000	$ 15,261,000			$ 14,000,000
Contingent payment							7,200,000
Mortgage debt		649,002,000	530,855,000					53,168,000	35,000,000
Mortgage Debt, stated interest rate		6.10%							6.08%
Mortgage debt, Maturity period							25 years
Collection of the Additional GW Investment		8,800,000
Return on Additional GW Investment		9.00%
Troubled debt restructuring, percentage of cash flow the lender has the right to receive		50.00%
Senior notes issued					400,000,000	400,000,000
Senior notes offering price as a percentage of par value															99.249%
Proceeds from issuance from senior notes			388,000,000
Repayment of line of credit			210,100,000
Senior notes interest rate														7.25%
Senior notes, effective discount rate														7.389%
Senior notes covenant terms		150.00%
Aggregate principle amount of redeemable senior notes, percentage		35.00%
Senior note redemption price as a percentage of principle amount		107.30%
Repurchase of senior notes			3,500,000
Gain on repurchase of senior notes			600,000
Line of credit increased borrowing capacity		125,000,000
Line of credit outstanding		$ 95,000,000
Line of credit, margin added over variable interest rate										3.00%	2.00%	3.75%	2.75%
Line of credit, maturity date	2015-08

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Fair Value Measurements - Additional Information (Detail)	Dec. 31, 2012 Property
Fair Value Measurements Disclosure [Line Items]
Number of investment property	4

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Mortgages and Other Notes Receivable, net - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Receivables [Line Items]
Estimated fair market value of company's mortgages and other notes receivable	$ 121.0	$ 120.3
Outstanding loan balance on unrelated VIEs	$ 16.5	$ 15.7

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Summary of Financial Information of Unconsolidated Entities (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended									12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Schedule of Unconsolidated Entities [Line Items]
Revenue	$ 96,238	[1]	$ 175,390	$ 120,267	$ 89,384	$ 77,522	$ 153,913	$ 105,030	$ 81,671	$ 481,279		$ 418,136		$ 300,023
Property operating expenses										(241,381)		(196,035)		(78,616)
Depreciation and amortization										(135,272)		(122,156)		(123,979)
Interest and other income (expense)										1,200		(215)		2,673
Income (loss) from continuing operations	(54,203)	[1]	23,899	(20,268)	(24,101)	(30,671)	12,394	(15,640)	(20,673)	(74,673)		(54,590)		(79,498)
Discontinued Operations										(1,400)		(15,020)		(2,391)
Equity in earnings (loss) of unconsolidated entities	(253)	[1]	2,266	2,277	1,231	1,801	926	2,161	(3,866)	5,521		1,022		10,978
DMC Partnership
Schedule of Unconsolidated Entities [Line Items]
Revenue										27,858		27,481		27,476
Property operating expenses										(2,963)		(738)		(549)
Depreciation and amortization										(9,040)		(8,935)		(8,654)
Interest expense										(8,260)		(8,499)		(8,702)
Interest and other income (expense)										28		29		37
Income (loss) from continuing operations										7,623		9,338		9,608
Net income (loss)										7,623		9,338		9,608
Loss allocable to other venture partners										(1,810)	[2]	(1,954)	[2]	(1,655)	[2]
Income (loss) allocable to the Company										9,433	[2]	11,292	[2]	11,263	[2]
Amortization of capitalized costs										(471)		(487)		(488)
Equity in earnings (loss) of unconsolidated entities										8,962		10,805		10,775
Distributions declared to the Company										11,345		11,292		11,263
Distributions received by the Company										11,353		11,422		11,112
Intrawest Venture
Schedule of Unconsolidated Entities [Line Items]
Discontinued Operations										(5,568)	[3]	(723)		(1,096)
Net income (loss)										(5,568)		(723)		(1,096)
Loss allocable to other venture partners										(1,564)	[2],[4]	(1,733)	[2],[4]	(1,533)	[2],[4]
Income (loss) allocable to the Company										(4,004)	[2]	1,010	[2]	437	[2]
Amortization of capitalized costs										(234)		(234)		(234)
Equity in earnings (loss) of unconsolidated entities										(4,238)		776		203
Distributions declared to the Company										3,096		3,163		1,579
Distributions received by the Company										2,725		2,845		1,579
CNLSun I Venture
Schedule of Unconsolidated Entities [Line Items]
Revenue										137,897		127,479	[5]
Property operating expenses										(87,910)		(86,554)	[5]
Depreciation and amortization										(23,154)		(23,419)	[5]
Interest expense										(32,615)		(31,728)	[5]
Interest and other income (expense)										372		(5,702)	[5]
Income (loss) from continuing operations										(5,410)		(19,924)	[5]
Net income (loss)										(5,410)		(19,924)	[5]
Loss allocable to other venture partners										(7,084)	[2]	(14,021)	[2],[5]
Income (loss) allocable to the Company										1,674	[2]	(5,903)	[2],[5]
Amortization of capitalized costs										(2,610)		(2,501)	[5]
Equity in earnings (loss) of unconsolidated entities										(936)		(8,404)	[5]
Distributions declared to the Company										15,709		15,127	[5]
Distributions received by the Company										15,665		11,218	[5]
CNLSun II Venture
Schedule of Unconsolidated Entities [Line Items]
Revenue										37,301		14,439	[5]
Property operating expenses										(27,525)		(10,276)	[5]
Depreciation and amortization										(4,991)		(2,255)	[5]
Interest expense										(4,899)		(2,121)	[5]
Interest and other income (expense)										(368)		(899)	[5]
Income (loss) from continuing operations										(482)		(1,112)	[5]
Net income (loss)										(482)		(1,112)	[5]
Loss allocable to other venture partners										(407)	[2]	(333)	[2],[5]
Income (loss) allocable to the Company										(75)	[2]	(779)	[2],[5]
Amortization of capitalized costs										(862)		(323)	[5]
Equity in earnings (loss) of unconsolidated entities										(937)		(1,102)	[5]
Distributions declared to the Company										5,094	[6]	1,028	[5]
Distributions received by the Company										5,189	[6]	406	[5]
CNLSun III Venture
Schedule of Unconsolidated Entities [Line Items]
Revenue										43,087		9,297	[5]
Property operating expenses										(29,131)		(7,938)	[5]
Depreciation and amortization										(6,457)		(1,570)	[5]
Interest expense										(5,858)		(1,367)	[5]
Interest and other income (expense)										28		(240)	[5]
Income (loss) from continuing operations										1,669		(1,818)	[5]
Net income (loss)										1,669		(1,818)	[5]
Loss allocable to other venture partners										(1,346)	[2]	(837)	[2],[5]
Income (loss) allocable to the Company										3,015	[2]	(981)	[2],[5]
Amortization of capitalized costs										(345)		(72)	[5]
Equity in earnings (loss) of unconsolidated entities										2,670		(1,053)	[5]
Distributions declared to the Company										7,776	[6]	785	[5]
Distributions received by the Company										5,256	[6]
Total
Schedule of Unconsolidated Entities [Line Items]
Revenue										246,143		178,696		27,476
Property operating expenses										(147,529)		(105,506)		(549)
Depreciation and amortization										(43,642)		(36,179)		(8,654)
Interest expense										(51,632)		(43,715)		(8,702)
Interest and other income (expense)										60		(6,812)		37
Income (loss) from continuing operations										3,400		(13,516)		9,608
Discontinued Operations										(5,568)	[3]	(723)		(1,096)
Net income (loss)										(2,168)		(14,239)		8,512
Loss allocable to other venture partners										(12,210)	[2]	(18,878)	[2]	(3,188)	[2]
Income (loss) allocable to the Company										10,043	[2]	4,639	[2]	11,700	[2]
Amortization of capitalized costs										(4,522)		(3,617)		(722)
Equity in earnings (loss) of unconsolidated entities										5,521		1,022		10,978
Distributions declared to the Company										43,020		31,395		12,842
Distributions received by the Company										$ 40,188		$ 25,891		$ 12,691

[1] Includes impact from out of period adjustments as described above. See "Footnote 2 - Significant Accounting Policies" for additional information.

[2] Income is allocated between the Company and its partners using the HLBV method of accounting.

[3] In connection with the proposed sale, the venture performed an impairment analysis and determined that the carrying value of one of the Intrawest Venture properties was higher than the expected net sales proceeds. As such the Company recorded an impairment provision of approximately $4.5 million which is included as part of discontinued operations for the year ended December 31, 2012.

[4] This amount represents the venture partner's portion of interest expense on a loan which the partners made to the venture. These amounts are treated as distributions for purposes of the HLBV calculation.

[5] Represents operating data from the date of acquisition through the end of period presented.

[6] Includes approximately $3.7 million and $3.3 million in distributions representing the Company's respective preferred return on CNLSun II and CNLSun III ventures, respectively, in accordance with the venture agreements and approximately $1.5 million and $1.9 million in return of capital on CNLSun II and CNLSun III ventures, respectively, for the year ended December 31, 2012.

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Concentrations of Risk

12 Months Ended

Dec. 31, 2012

Concentrations of Risk

17. Concentrations of Risk:

As of December 31, 2012 and 2011 and for the three years ended through December 31, 2012, the Company had the following tenants that individually accounted for 10.0% or more of its aggregate total revenues or assets.

Tenant	Number and Type of Leased Properties	Percentage of Total Revenues									Percentage of Total Assets
		2012			2011			2010			2012			2011
PARC Management, LLC (“PARC”)	n/a (1)		n/a	(1)		n/a	(1)		11.0	%		n/a	(1)		n/a	(1)
Boyne USA, Inc. (“Boyne”)	7 ski and mountain lifestyle properties		8.6	%		9.6	%		12.6	%		7.6	%		7.9	%
Evergreen Alliance Golf Limited, L.P.	32 golf facilities (2)		4.9	%		8.3	%		12.1	%		10.1	%		12.3	%

FOOTNOTES:

(1) In 2011, the Company transitioned all of its properties previously leased to PARC to new third-party managers and PARC is no longer a tenant of the Company.

(2) On November 9, 2011, the Company’s Board of Directors approved the sale of five golf properties and the transition of seven other properties to new third-party managers to be operated for a period of time. As of December 31, 2012, the Company completed the sale of four properties with the remaining one property to be sold in 2013 and transitioned all seven properties. The percentages above include the one property classified as assets held for sale.

Additionally, the Company made loans to PARC, Boyne and EAGLE that together generated interest income totaling approximately $11.3 million or 2.3%, $11.6 million or 2.8% and $11.4 million or 3.8% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

Failure of any of these tenants to pay contractual lease or interest payments could significantly impact the Company’s results of operations and cash flows from operations which, in turn would impact its ability to pay debt service and make distributions to stockholders.

The Company’s real estate investment portfolio is geographically diversified with properties in 34 states and Canada. The Company owns ski and mountain lifestyle properties in eight states and Canada with a majority of those properties located in the northeast, California and Canada. The Company’s golf properties are located in 15 states with a majority of those facilities located in “Sun Belt” states. The Company’s attractions properties are located in 13 states with a majority located in the Southern and Western United States.

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Selected Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Data

The following table presents selected unaudited quarterly financial data for the years ended December 31, 2012 and 2011 (in thousands except per share data):

	First			Second			Third			Fourth (2)			Full Year
2012 Quarters
Total revenues	$	89,384		$	120,267		$	175,390		$	96,238		$	481,279
Operating income (loss)		(9,098	)		(5,858	)		39,782			(37,621	)		(12,795	)
Equity in earnings of unconsolidated entities		1,231			2,277			2,266			(253	)		5,521
Income (loss) from continuing operations		(24,101	)		(20,268	)		23,899			(54,203	)		(74,673	)
Discontinued operations (1)		(642	)		326			(286	)		(798	)		(1,400	)
Net income (loss)		(24,743	)		(19,942	)		23,613			(55,001	)		(76,073	)
Weighted average number of shares outstanding (basic and diluted)		309,235			311,860			313,250			314,858			312,309
Earnings (loss) per share of common stock (basic and diluted)	$	(0.08	)	$	(0.06	)	$	0.08		$	(0.17	)	$	(0.24	)

	First			Second			Third			Fourth			Full Year
2011 Quarters
Total revenues	$	81,671		$	105,030		$	153,913		$	77,522		$	418,136
Operating income (loss)		(5,433	)		(736	)		28,201			(16,746	)		5,286
Equity in earnings of unconsolidated entities		(3,866	)		2,161			926			1,801			1,022
Income (loss) from continuing operations		(20,673	)		(15,640	)		12,394			(30,671	)		(54,590	)
Discontinued operations (2)		43			(93	)		(13,633	)		(1,337	)		(15,020	)
Net income (loss)		(20,630	)		(15,733	)		(1,239	)		(32,008	)		(69,610	)
Weighted average number of shares outstanding (basic and diluted)		290,079			304,595			306,344			307,776			302,250
Earnings (loss) per share of common stock (basic and diluted)	$	(0.07	)	$	(0.05	)	$	(0.00	)	$	(0.10	)	$	(0.23	)

FOOTNOTES:

(1) The Company classified certain properties as assets held for sale and reclassified the results related to those properties to discontinued operations for all periods presented.

(2) Includes impact from out of period adjustments as described above. See “Footnote 2 – Significant Accounting Policies” for additional information.

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Indebtedness (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Future Principal Payments and Maturities for indebtedness

Mortgages and Other Notes Payable - As of December 31, 2012 and 2011, the Company had the following indebtedness (in thousands):

					Principal Balance as of December 31,
	Collateral & Approximate Carrying Value of Collateral at December 31, 2012	Interest Rate	Maturity Date		2012				2011
Variable rate debt:
Mortgage debt	1 multi-family residential property, $93.5 million	30 day LIBOR + 1.3% (1)	1/2/2016		$	62,856			$	64,664
Mortgage debt	1 hotel property, $78.7 million	30 day LIBOR + 3.0% (1)	8/28/2016			25,000				25,000
Mortgage debt	1 ski and mountain lifestyle property, $22.3 million	30 day LIBOR + 3.3% (1)	9/1/2019			9,070				9,376
Mortgage debt	1 ski and mountain lifestyle property, $36.9 million	CDOR + 3.8% (1)	11/30/2014			18,434				18,585
Mortgage debt	1 ski and mountain lifestyle property, $34.7 million	30 day LIBOR + 4.5% (1)	12/31/2015			16,350				17,250
Mortgage debt	1 attractions property, $50.6 million	30 day LIBOR + 3.0% (1)	11/30/2015			21,000				—
		Total variable rate debt			$	152,710			$	134,875
Fixed rate debt:
Mortgage debt	1 golf property, $7.6 million	7.3%	3/1/2016			5,418				5,543
Mortgage debt	19 golf properties and 1 sky lift attraction property, $214.4 million	6.1%	2/5/2017			88,146				91,114
Mortgage debt	7 senior housing properties, $96.7 million	4.35% - 4.5%	10/15/2018			60,631				52,808
Mortgage debt	1 attractions lifestyle property, $31.2 million	6.8%	9/28/2016			19,639				19,950
Fixed rate debt (continued):
Mortgage debt	5 ski and mountain lifestyle properties, $197.0 million	6.1%		4/5/2017				92,003				95,922
Mortgage debt	2 hotel properties, $58.2 million(4)	6.1%		3/1/2016				50,635				53,168
Mortgage debt	3 marina properties, $37.9 million	6.3% - 6.5%		9/1/2016 – 12/1/2016				12,560				13,107
Mortgage debt	3 Senior Housing properties, $28.3 million	4.4% (2)		10/5/2018				17,205				—
Mortgage debt	1 Ski and mountain resort lifestyle property, $19.9 million	6.0% (2)		4/5/2017				13,036				—
Mortgage debt	1 attraction property, $112.3 million	6.0%		4/30/2018				44,552				—
Mortgage debt	4 Senior Housing properties, $75.9 million	3.79%		7/1/2019				46,499				—
Seller financing	3 ski and mountain lifestyle properties, $110.3 million	8.0% - 9.5%		12/31/2014				34,600				52,000
Mortgage debt	1 attractions property, $25.2 million	6.1% - 6.4%		11/1/2023 – 4/1/2025				11,602				12,661
Senior notes	$1,088.5 million(3)	7.3%		4/15/2019				396,550				396,550
				Total fixed rate debt			$	893,076			$	792,823
				Total debt			$	1,045,786			$	927,698
				Discount				(2,684	)			(3,061	)
				Total			$	1,043,102			$	924,637

FOOTNOTES:

(1) The 30-day LIBOR rate was approximately 0.2% and 0.3% as of December 31, 2012 and 2011, respectively. The 30-day CDOR rate was approximately 1.2% as of December 31, 2012 and 2011.

The Company has entered into interest rate swaps for these variable rate debts. See Note 12. “Derivative instruments and Hedging Activities” for additional information.

(2) These loans are cross-collateralized with the collateral of two of the Company’s existing loans, which resulted in an extension of maturity to year 2017.

(3) In April 2011, the Company issued $400.0 million senior notes which are guaranteed by certain of its lifestyle properties. See “Item 2 – Properties” for additional information.

(4) In October 2011, the Company completed a troubled debt restructure of its non-recourse mortgage loan encumbering two waterpark hotel properties with an original outstanding principal balance of approximately $61.9 million. Under the terms of the restructure the Company agreed to make an investment of approximately $10.5 million (“Additional GW Investment”) of which approximately $5.7 million was used to pay down the original principal and approximately $4.8 million is reserve for capital improvements. Under a troubled debt restructure, the debt is recorded at an amount equal to the total cash payments, including both principal and interest, under the new terms. The $53.2 million in the table above as of December 31, 2011 represents the total cash payments under the new debt. In connection with the restructuring, the Company recorded loss on extinguishment of debt of approximately $1.0 million primarily related to legal costs incurred in connection with the troubled debt restructure, which has been included in the accompanying consolidated statements of operations.

Schedule of Future Principal Payments and Maturities for Indebtedness

The following is a schedule of future principal payments and maturities for all indebtedness (in thousands):

2013	$	19,621
2014		72,816
2015		150,944
2016		170,018
2017		165,189
Thereafter		562,198
Total	$	1,140,786

Carrying Value and the Estimated Fair Value of the Company's Indebtedness

The following table summarizes the carrying value and the estimated fair value of the Company’s indebtedness (in thousands).

	As of December 31,
	2012				2011
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Mortgages and other notes payable (level 3)	$	649,002	$	647,869	$	530,855	$	450,091
Line of credit (level 3)		95,000		95,000		—		—
Senior notes (level 2)		394,100		385,645		393,782		396,996
Total		1,138,102		1,128,514		924,637		847,087

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Mortgages and Other Notes Receivable (Detail) (USD $) In Thousands, unless otherwise specified	1 Months Ended		12 Months Ended
	Aug. 31, 2012	Jul. 31, 2012	Dec. 31, 2012		Dec. 31, 2011
Receivables [Line Items]
Loan receivable, maturity date	Sep. 01, 2014	Sep. 30, 2022
Interest Rate		10.00%	11.00%
Term loan receivable, interest rate above LIBOR			4.00%
Accrued Interest			$ 5,301		$ 3,364
Loan Principal Balance			121,019		120,275
Acquisition fees, net			109		753
Loan origination fees, net			0		(40)
Loan loss provision			(1,699)	[1],[2]	0	[2]
Loan Principal Balance, total carrying amount			124,730		124,352
Big Sky Resort
Receivables [Line Items]
Date of Loan Agreement(s)			Sep. 23, 2008	[3]
Loan receivable, maturity date			Sep. 01, 2014	[3]
Interest Rate			12.00%	[3]
Accrued Interest			680	[3]
Loan Principal Balance			68,000	[3]	68,000	[3]
CMR Properties, LLC and CM Resort, LLC (one ski property)
Receivables [Line Items]
Date of Loan Agreement(s)			Jun. 15, 2010	[4]
Loan receivable, maturity date			Sep. 30, 2022	[4]
Accrued Interest			765	[4]
Loan Principal Balance			16,537	[4]	15,670	[4]
Boyne USA, Inc. (four ski resorts)
Receivables [Line Items]
Date of Loan Agreement(s)			Aug. 10, 2009	[3]
Loan receivable, maturity date			Sep. 01, 2014	[3]
Accrued Interest			3,392	[3]
Loan Principal Balance			18,081	[3]	18,173	[3]
Evergreen Alliance Golf Limited, L.P.
Receivables [Line Items]
Date of Loan Agreement(s)			Nov. 12, 2010	[1]
Loan receivable, maturity date			Dec. 31, 2016	[1]
Term loan receivable, interest rate above LIBOR			4.00%
Accrued Interest			190	[1]
Loan Principal Balance			5,911	[1]	5,902	[1]
PARC Myrtle Waves, LLC (one attractions property)
Receivables [Line Items]
Date of Loan Agreement(s)			Feb. 10, 2011
Loan receivable, maturity date			Feb. 10, 2021
Interest Rate			7.50%
Accrued Interest			225
Loan Principal Balance			9,000		9,000
Grand Prix Tampa, LLC (one attractions property)
Receivables [Line Items]
Date of Loan Agreement(s)			Jul. 31, 2011
Loan receivable, maturity date			Jul. 31, 2016
Interest Rate			8.50%
Accrued Interest			49
Loan Principal Balance			$ 3,490		$ 3,530
Minimum | CMR Properties, LLC and CM Resort, LLC (one ski property)
Receivables [Line Items]
Interest Rate			9.00%	[4]
Minimum | Boyne USA, Inc. (four ski resorts)
Receivables [Line Items]
Interest Rate			6.30%	[3]
Maximum | CMR Properties, LLC and CM Resort, LLC (one ski property)
Receivables [Line Items]
Interest Rate			11.00%	[4]
Maximum | Boyne USA, Inc. (four ski resorts)
Receivables [Line Items]
Interest Rate			15.00%	[3]

[1] In April 2012, the Company restructured a $6 million outstanding working capital line of credit receivable with a borrower that was having financial difficulties into a $6 million term loan. As part of the restructure, the Company reduced the interest rate from a fixed rate of 11% per annum to a rate of LIBOR plus 4% per annum and extended the maturity date from November 2013 to December 2016, with no payments of principal or interest required until January 2014. The borrower has an option to extend the maturity date to December 2021, subject to certain terms and conditions. The Company recorded a loan loss provision under this troubled debt restructure of approximately $1.7 million representing the difference between the expected future cash flows discounted at the original loan's effective interest rate and the net carrying value of the loan. Additionally, as part of the restructure, any percentage rent received for certain of the golf facilities will be used to reduce the term loan until it is paid in full. As of December 31, 2012, percentage rent of approximately $0.1 million was recorded as a reduction to the term loan.

[2] The Company restructured leases relating to one of its largest golf tenant including a loan receivable that was restructured as part of a trouble debt restructuring and recorded a loan loss provision.

[3] In August 2012, the Company granted a two year extension on two of its existing loans, where the borrowers are affiliated, that matured in September 2012 with a new maturity date of September 1, 2014. All other terms of the loan remained substantially the same with the exception of no prepayment fees with 90 days notice.

[4] In July 2012, the Company committed to advance an additional $0.8 million to one of its existing borrowers for property-related improvements. The $0.8 million loan has a fixed annual interest rate of 10.0% with monthly payments of interest only and matures on September 30, 2022. Concurrently, the Company extended the maturity of the existing borrower's two other loans to be co-terminus with the $0.8 million loan from September 30, 2017 to September 30, 2022. As of December 31, 2012, the Company has funded approximately $0.7 million.

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Related Party Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Deposits at bank	$ 5.5	$ 4.4

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Intangible Assets, net (Tables)

12 Months Ended

Dec. 31, 2012

Gross Carrying Amount and Accumulated Amortization of Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of December 31, 2012 and 2011 are as follows (in thousands):

Intangible Assets	Gross Carrying Amount		Accumulated Amortization			2012 Net Book Value
In-place leases	$	29,921	$	(9,742	)	$	20,179
Trade name		10,798		(1,535	)		9,263
Trade name		6,015		—			6,015
Total	$	46,734	$	(11,277	)	$	35,457

Intangible Assets	Gross Carrying Amount		Accumulated Amortization			2011 Net Book Value
In-place leases	$	24,538	$	(4,699	)	$	19,839
Trade name		10,798		(1,281	)		9,517
Trade name		1,581		—			1,581
Total	$	36,917	$	(5,980	)	$	30,937

Estimated Future Amortization Expense of Intangible Assets

The estimated future amortization expense for the Company’s finite-lived intangible assets, as of December 31, 2012 is as follows (in thousands):

2013	$	7,347
2014		4,538
2015		1,244
2016		995
2017		992
Thereafter		14,326
Total	$	29,442

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Organization and Nature of Business - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2012
Organization And Nature Of Business [Line Items]
Number of real estate properties	179
Canada
Organization And Nature Of Business [Line Items]
Number of real estate properties	3
Unconsolidated Joint Ventures
Organization And Nature Of Business [Line Items]
Number of real estate properties	50
Minimum
Organization And Nature Of Business [Line Items]
Long-term lease	5 years
Maximum
Organization And Nature Of Business [Line Items]
Long-term lease	20 years

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Schedule of Future Minimum Lease Payments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Operating Leased Assets [Line Items]
2013	$ 121,196
2014	123,965
2015	126,810
2016	128,892
2017	130,010
Thereafter	1,359,716
Total	$ 1,990,589

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Schedule II-Valuation and Qualifying Accounts (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year	$ 40,830	$ 38,032	$ 21,206
Charged to Costs and Expenses	1,699		4,072
Charged to Other Accounts	7,628	6,870	12,754
Deemed Uncollectible		(4,072)
Collected/ Recovered
Balance at End of Year	50,157	40,830	38,032
Valuation Allowance of Deferred Tax Assets
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year	40,830	33,960	21,206
Charged to Other Accounts	7,628	6,870	12,754
Collected/ Recovered
Balance at End of Year	48,458	40,830	33,960
Allowance for Loan and Lease Losses, Real Estate
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Year		4,072
Charged to Costs and Expenses	1,699		4,072
Deemed Uncollectible		(4,072)
Collected/ Recovered
Balance at End of Year	$ 1,699		$ 4,072

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Real Estate Investment Properties Net - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Real Estate and Accumulated Depreciation [Line Items]
Depreciation and amortization expenses	$ 129.0	$ 120.3	$ 122.6
Impairment Provision		3.2
Sale of real estate properties	1.5	21.0
Note receivable received from the sale		12.5
Gain on sale of real estate properties	0.4	1.2
Asset Held For Sale
Real Estate and Accumulated Depreciation [Line Items]
Impairment Provision		13.7
Waterpark Hotel Property
Real Estate and Accumulated Depreciation [Line Items]
Impairment Provision			24.8
Golf and Attractions Property
Real Estate and Accumulated Depreciation [Line Items]
Impairment Provision			$ 2.0

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Redemption Requests

The following details the Company’s redemptions for the years ended December 31, 2012 and 2011 (in thousands except per share data).

	First			Second			Third			Fourth			Full Year
2012 Quarters
Requests in queue		6,419			7,763			8,512			8,856			6,419
Redemptions requested		1,574			1,010			1,064			1,535			5,183
Shares redeemed:
Prior period requests		(4	)		(177	)		(245	)		(98	)		(524	)
Current period request		(172	)		—			(158	)		(319	)		(649	)
Adjustments (1)		(54	)		(84	)		(317	)		(248	)		(703	)
Pending redemption requests (2)		7,763			8,512			8,856			9,726			9,726
Average price paid per share	$	9.92		$	9.92		$	7.31		$	7.30		$	8.06

	First			Second			Third			Fourth			Full Year
2011 Quarters
Requests in queue		3,595			4,036			5,328			6,016			3,595
Redemptions requested		1,227			2,133			1,475			1,170			6,005
Shares redeemed:
Prior period requests		(631	)		(500	)		(503	)		(609	)		(2,243	)
Current period request		(135	)		(256	)		(265	)		(158	)		(814	)
Adjustments (1)		(20	)		(85	)		(19	)		0			(124	)
Pending redemption requests (2)		4,036			5,328			6,016			6,419			6,419
Average price paid per share	$	9.79		$	9.83		$	9.83		$	9.80		$	9.81

FOOTNOTES:

(1) This amount represents redemption request cancellations and other adjustments.

(2) Requests that are not fulfilled in whole during a particular quarter will be redeemed on a pro rata basis to the extent funds are made available pursuant to the redemption plan.

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Organization and Nature of Business

12 Months Ended

Dec. 31, 2012

Organization and Nature of Business

1. Organization and Nature of Business:

CNL Lifestyle Properties, Inc. (the “Company”), was organized in Maryland on August 11, 2003. The Company operates and has elected to be taxed as a real estate investment trust (a “REIT”) for federal income tax. Various wholly-owned subsidiaries have been and will be formed by the Company for the purpose of acquiring and owning direct or indirect interests in real estate. The Company generally invests in lifestyle properties in the United States that are primarily leased on a long-term (generally five to 20-years, plus multiple renewal options), triple-net or gross basis to tenants or operators that the Company considers to be industry leading. The Company also leases properties to taxable REIT subsidiary (“TRS”) tenants and engages independent third-party managers to operate those properties. In the event of certain tenant defaults, the Company has also engaged third-party managers to operate properties on its behalf until they are re-leased.

As of December 31, 2012, the Company owned 179 lifestyle properties directly and indirectly within the following asset classes: ski and mountain lifestyle, golf facilities, senior housing, attractions, marinas and additional lifestyle properties. Fifty of these 179 properties are owned through unconsolidated joint ventures and three are located in Canada. Although these are the asset classes in which the Company has invested and are most likely to invest in the future, it may acquire or invest in any type of property that it believes has the potential for long-term growth and income generation. The Company may also make or acquire loans (mortgage, mezzanine and other loans) or other permitted investments. As of December 31, 2012, the Company has fully invested its net offering proceeds but it anticipates continuing to raise capital through its distribution reinvestment plan (“DRP”) and will use such proceeds to make additional new investments and enhancements to its existing portfolio or other corporate purposes. Additionally, the Company may make selected dispositions and reinvest those proceeds in other income producing investment opportunities or other permitted investments in order to maximize the growth and value of its portfolio.

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Properties Classified as Assets Held for Sale (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets Held for Sale, Liabilities related to Assets Held for Sale and Insurance Proceeds [Line Items]
Properties classified as assets held for sale	$ 5,743	$ 2,863
Land and Land Improvements
Assets Held for Sale, Liabilities related to Assets Held for Sale and Insurance Proceeds [Line Items]
Properties classified as assets held for sale	2,874	1,412
Leaseholds and Leasehold Improvements
Assets Held for Sale, Liabilities related to Assets Held for Sale and Insurance Proceeds [Line Items]
Properties classified as assets held for sale	2,157	1,253
Equipment
Assets Held for Sale, Liabilities related to Assets Held for Sale and Insurance Proceeds [Line Items]
Properties classified as assets held for sale	$ 712	$ 198

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Derivative Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Terms and Fair Values of Derivative Financial Instruments

The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2012 and 2011, which are included in other liabilities in the accompanying consolidated balance sheets (in thousands):

												Fair Value Liability December 31,
Notional Amount			Strike (1)			Credit Spread (1)			Trade Date		Maturity Date	2012			2011
$	62,856			1.9	%		1.3	%		12/6/10	1/2/16	$	(2,423	)	$	(2,129	)
$	9,070			3.6	%		3.3	%		9/28/09	9/1/19	$	(1,238	)	$	(1,136	)
$	18,434	(2)		2.7	% (2)		3.8	%		12/1/09	12/1/14	$	(460	)	$	(796	)
$	16,350			2.2	%		4.5	%		1/13/11	12/31/15	$	(761	)	$	(762	)
$	25,000			1.3	%		3.0	%		8/30/11	8/28/16	$	(716	)	$	(361	)

FOOTNOTES:

(1) The strike rate does not include the credit spread on each of the notional amounts.

(2) The Company swapped the interest rate on its $20.0 million loan denominated in Canadian dollars to a fixed interest rate of 6.4%. The notional amount has been converted from Canadian dollars to U.S. dollars at an exchange rate of 1.00 and 0.98 Canadian dollars for $1.00 U.S. dollar on December 31, 2012 and 2011, respectively.

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Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events

21. Subsequent Events:

A purported class action lawsuit on behalf of shareholders who purchased shares under the Company’s DRP on or after April 1, 2010, Allyn v. CNL Lifestyle Properties, Inc. et al., was filed on January 18, 2013 in the United States District Court for the Middle District of Florida against the Company and certain of its current and former directors. The lawsuit alleges claims for breach of fiduciary duty against the directors and constructive trust and unjust enrichment against the Company. The factual assertions in the complaint consist primarily of the allegation that the price for shares purchased under the DRP was inflated. The complaint seeks an unspecified amount of damages and other relief relating to the purported inflation. The Company intends to defend vigorously against such claims and is not able to determine the ultimate outcome at this time.

The Company’s Board of Directors declared distributions of $0.10625 per share to stockholders of record at the close of business on March 1, 2013. These distributions will be paid by March 31, 2013.

As of the date of this filing, the Company’s board of directors had amended its advisory agreement to clarify certain subordinated disposition fees paid to the Advisor in connection with the sale of properties.

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Supplemental Consolidating Financial Statements

12 Months Ended

Dec. 31, 2012

Supplemental Consolidating Financial Statements

20. Supplemental Consolidating Financial Statements:

The Company had issued senior obligations which are guaranteed by certain of the Company’s consolidated subsidiaries (the “Guarantor Subsidiaries”). The guarantees are joint and several, full and unconditional.

In June 2012, the Company revised the classification of intercompany financing with its consolidated subsidiaries on its consolidated statements of cash flows to present them correctly as cash flows from investing activities. These amounts were previously classified as cash flows from financing activities. The Company has determined that these revisions are not material to the related financial statements. The impact of these revisions (which eliminate in consolidation) are to increase (decrease) cash inflows from investing activities and increase (decrease) cash inflows from financing activities for the Issuer as follows (in thousands):

For the years ended:
December 31, 2011	$	(384,226	)
December 31, 2010	$	(114,389	)

In 2011 the Company issued Senior Notes which are guaranteed by certain of the Company’s 100% wholly owned consolidated subsidiaries (the “Guarantor Subsidiaries”). The guarantees are joint and several, full and unconditional. The following tables summarizes the consolidated balance sheets of the Company as of December 31, 2012 and 2011, and the consolidated statements of operations, statements of other comprehensive income (loss) and statements of cash flows for the years ended December 31, 2012, 2011 and 2010 (in thousands):

CONSOLIDATING BALANCE SHEET

As of December 31, 2012

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	1,066,297		$	1,110,060		$	—		$	2,176,357
Investments in unconsolidated entities		—			287,339			—			—			287,339
Investments in subsidiaries		2,061,102			1,208,475			2,684,880			(5,954,457	)		—
Cash		39,219			14,125			19,880			—			73,224
Mortgages and other notes receivable, net		—			38,987			121,190			(35,447	)		124,730
Deferred rent and lease incentives		—			86,752			22,755			—			109,507
Other assets		13,967			16,057			33,631			—			63,655
Restricted cash		46			20,009			20,261			—			40,316
Intangibles, net		—			16,481			18,976			—			35,457
Accounts and other receivables, net		—			11,939			9,761			—			21,700
Assets held for sale		—			5,743			—			—			5,743
Total Assets	$	2,114,334		$	2,772,204		$	4,041,394		$	(5,989,904	)	$	2,938,028
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	255,942		$	426,127		$	(33,067	)	$	649,002
Senior notes, net of discount		394,100			—			—			—			394,100
Line of credit		—			95,000			—			—			95,000
Other liabilities		—			23,533			23,912			—			47,445
Accounts payable and accrued expenses		7,857			12,306			22,281			(2,380	)		40,064
Due to affiliates		946			3			37			—			986
Total Liabilities		402,903			386,784			472,357			(35,447	)		1,226,597
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value per share		—			—			—			—			—
Excess shares, $.01 par value per share		—			—			—			—			—
Common stock, $.01 par value per share		3,164			—			—			—			3,164
Capital in excess of par value		2,803,346			5,389,388			7,846,451			(13,235,839	)		2,803,346
Accumulated earnings (deficit)		(154,211	)		313,032			338,888			(647,155	)		(149,446	)
Accumulated distributions		(940,868	)		(3,317,000	)		(4,608,641	)		7,928,537			(937,972	)
Accumulated other comprehensive loss		—						(7,661	)		—			(7,661	)
		1,711,431			2,385,420			3,569,037			(5,954,457	)		1,711,431
Total Liabilities and Stockholders’ Equity	$	2,114,334		$	2,772,204		$	4,041,394		$	(5,989,904	)	$	2,938,028

CONSOLIDATING BALANCE SHEET

As of December 31, 2011

	As of December 31, 2011
				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	1,103,655		$	955,633		$	—		$	2,059,288
Investments in unconsolidated entities		—			318,158			—			—			318,158
Investments in subsidiaries		2,140,835			901,750			1,148,688			(4,191,273	)		—
Cash		134,608			11,268			16,963			—			162,839
Mortgages and other notes receivable, net		—			88,567			118,474			(82,689	)		124,352
Deferred rent and lease incentives		—			70,744			24,237			—			94,981
Other assets		16,899			12,396			13,678			—			42,973
Restricted cash		91			20,295			17,491			—			37,877
Intangibles, net		—			18,881			12,056			—			30,937
Accounts and other receivables, net		1			12,438			7,242			—			19,681
Assets held for sale		—			2,863			—			—			2,863
Total Assets	$	2,292,434		$	2,561,015		$	2,314,462		$	(4,273,962	)	$	2,893,949
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	219,647		$	374,072		$	(62,864	)	$	530,855
Senior notes, net of discount		393,782			—			—			—			393,782
Other liabilities		—			24,961			21,093			—			46,054
Accounts payable and accrued expenses		7,562			6,200			38,221			(19,825	)		32,158
Due to affiliates		1,110			2			8			—			1,120
Total Liabilities		402,454			250,810			433,394			(82,689	)		1,003,969
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value per share		—			—			—			—			—
Excess shares, $.01 par value per share		—			—			—			—			—
Common stock, $.01 par value per share		3,092			—			—			—			3,092
Capital in excess of par value		2,743,972			4,421,126			4,509,517			(8,930,643	)		2,743,972
Accumulated earnings (deficit)		(78,138	)		292,638			311,231			(599,104	)		(73,373	)
Accumulated distributions		(778,946	)		(2,403,559	)		(2,930,228	)		5,338,474			(774,259	)
Accumulated other comprehensive loss		—			—			(9,452	)		—			(9,452	)
		1,889,980			2,310,205			1,881,068			(4,191,273	)		1,889,980
Total Liabilities and Stockholders’ Equity	$	2,292,434		$	2,561,015		$	2,314,462		$	(4,273,962	)	$	2,893,949

CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2012

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	94,819		$	71,070		$	—		$	165,889
Property operating revenues		—			84,728			217,665			—			302,393
Interest income on mortgages and other notes receivable		—			10,031			12,699			(9,733	)		12,997
Total revenues		—			189,578			301,434			(9,733	)		481,279
Expenses:
Property operating expenses		—			72,200			169,181			—			241,381
Asset management fees to advisor		35,725			—			—			—			35,725
General and administrative		15,672			608			2,438			—			18,718
Ground lease and permit fees		—			9,559			4,923			—			14,482
Acquisition fees and costs		4,450			—			—			—			4,450
Other operating expenses		424			5,046			6,190			—			11,660
Bad debt expense		—			3,099			2,411			—			5,510
Loan loss provision		—			—			1,699						1,699
Loss (gain) on lease termination		—			18,050			7,127			—			25,177
Depreciation and amortization		—			62,327			72,945			—			135,272
Total expenses		56,271			170,889			266,914			—			494,074
Operating income (loss)		(56,271	)		18,689			34,520			(9,733	)		(12,795	)
Other income (expense):
Interest and other income (expense)		104			1,228			(132	)		—			1,200
Interest expense and loan cost amortization		(31,607	)		(19,448	)		(27,273	)		9,733			(68,595	)
Gain (loss) on extinguishment of debt		—			—			(4	)		—			(4	)
Equity in earnings of unconsolidated entities		—			5,521			—			—			5,521
Equity in earnings, intercompany		11,701			15,804			20,546			(48,051	)		—
Total other expense		(19,802	)		3,105			(6,863	)		(38,318	)		(61,878	)
Income (loss) from continuing operations		(76,073	)		21,794			27,657			(48,051	)		(74,673	)
Discontinued operations		—			(1,400	)		—			—			(1,400	)
Net income (loss)	$	(76,073	)	$	20,394		$	27,657		$	(48,051	)	$	(76,073	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2011

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	104,123		$	66,885		$	—		$	171,008
Property operating revenues		—			68,914			165,251			—			234,165
Interest income on mortgages and other notes receivable		—			9,264			12,512			(8,813	)		12,963
Total revenues		—			182,301			244,648			(8,813	)		418,136
Expenses:
Property operating expenses		—			61,893			134,142			—			196,035
Asset management fees to advisor		31,802			—			—			—			31,802
General and administrative		14,524			211			1,569			—			16,304
Ground lease and permit fees		—			10,177			4,398			—			14,575
Acquisition fees and costs		11,168			—			—			—			11,168
Other operating expenses		289			2,234			7,122			—			9,645
Bad debt expense		—			469			304			—			773
Loss (gain) on lease termination		—			7,714			(521	)		—			7,193
Impairment provision		—			3,199			—			—			3,199
Depreciation and amortization		—			61,362			60,794			—			122,156
Total expenses		57,783			147,259			207,808			—			412,850
Operating income (loss)		(57,783	)		35,042			36,840			(8,813	)		5,286
Other income (expense):
Interest and other income (expense)		322			(337	)		(200	)		—			(215	)
Interest expense and loan cost amortization		(23,635	)		(19,082	)		(26,213	)		8,813			(60,117	)
Gain (loss) on extinguishment of debt		647			—			(1,213	)		—			(566	)
Equity in earnings of unconsolidated entities		—			1,022			—			—			1,022
Equity in earnings, intercompany		10,839			6,494			330			(17,663	)		—
Total other expense		(11,827	)		(11,903	)		(27,296	)		(8,850	)		(59,876	)
Income (loss) from continuing operations		(69,610	)		23,139			9,544			(17,663	)		(54,590	)
Discontinued operations		—			(15,011	)		(9	)		—			(15,020	)
Net income (loss)	$	(69,610	)	$	8,128		$	9,535		$	(17,663	)	$	(69,610	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2010

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	115,556		$	82,216		$	—		$	197,772
Property operating revenues		—			15,052			71,367			—			86,419
Interest income on mortgages and other notes receivable		—			11,798			12,014			(7,980	)		15,832
Total revenues		—			142,406			165,597			(7,980	)		300,023
Expenses:
Property operating expenses		—			14,075			64,541			—			78,616
Asset management fees to advisor		26,808			—			—			—			26,808
General and administrative		11,639			228			1,921			—			13,788
Ground lease and permit fees		—			8,529			3,977			—			12,506
Acquisition fees and costs		14,149			—			—			—			14,149
Other operating expenses		91			(959	)		3,826			—			2,958
Bad debt expense		—			931			1,170			—			2,101
Loan loss provision		—			4,072			—			—			4,072
Loss on lease termination		—			23,091			31,608			—			54,699
Impairment provision		—			663			24,175			—			24,838
Depreciation and amortization		—			63,073			60,906			—			123,979
Total expenses		52,687			113,703			192,124			—			358,514
Operating income (loss)		(52,687	)		28,703			(26,527	)		(7,980	)		(58,491	)
Other income (expense):
Interest and other income		718			1,870			85			—			2,673
Interest expense and loan cost amortization		—			(26,567	)		(31,332	)		7,980			(49,919	)
Gain on extinguishment of debt		—			888			14,373			—			15,261
Equity in earnings of unconsolidated entities		—			10,978			—			—			10,978
Equity (loss) in earnings, intercompany		(29,920	)		7,773			42,603			(20,456	)		—
Total other income (expense)		(29,202	)		(5,058	)		25,729			(12,476	)		(21,007	)
Income (loss) from continuing operations		(81,889	)		23,645			(798	)		(20,456	)		(79,498	)
Discontinued operations		—			(2,301	)		(90	)		—			(2,391	)
Net income (loss)	$	(81,889	)	$	21,344		$	(888	)	$	(20,456	)	$	(81,889	)

Consolidating Statement of Comprehensive Income (Loss):

	For the Year Ended December 31, 2012
				Guarantor		Non-Guarantor			Consolidating
	Issuer			Subsidiaries		Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	(76,073	)	$	20,394	$	27,657		$	(48,051	)	$	(76,073	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—			—		531			—			531
Changes in fair value of cash flow hedges:
Unrealized loss arising during the period		—			—		1,655			—			1,655
Amortization of loss on termination of cash flow hedges		—			—		(395	)		—			(395	)
Total other comprehensive income		—			—		1,791			—			1,791
Comprehensive income (loss)	$	(76,073	)	$	20,394	$	29,448		$	(48,051	)	$	(74,282	)
	For the Year Ended December 31, 2011
				Guarantor		Non-Guarantor			Consolidating
	Issuer			Subsidiaries		Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	(69,610	)	$	8,128	$	9,535		$	(17,663	)	$	(69,610	)
Other comprehensive loss:
Foreign currency translation adjustments		—			—		(585	)		—			(585	)
Changes in fair value of cash flow hedges:
Unrealized loss arising during the period		—			—		1,626			—			1,626
Amortization of loss on termination of cash flow hedges		—			—		(4,856	)		—			(4,856	)
Total other comprehensive loss		—			—		(3,815	)		—			(3,815	)
Comprehensive income (loss)	$	(69,610	)	$	8,128	$	5,720		$	(17,663	)	$	(73,425	)

	For the Year Ended December 31, 2010
				Guarantor		Non-Guarantor			Consolidating
	Issuer			Subsidiaries		Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	(81,889	)	$	21,344	$	(888	)	$	(20,456	)	$	(81,889	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—			—		1,061			—			1,061
Changes in fair value of cash flow hedges:
Unrealized loss arising during the period		—			—		331			—			331
Amortization of loss on termination of cash flow hedges		—			—		(2,264	)		—			(2,264	)
Total other comprehensive loss		—			—		(872	)		—			(872	)
Comprehensive income (loss)	$	(81,889	)	$	21,344	$	(1,760	)	$	(20,456	)	$	(82,761	)

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

				Guarantor			Non-Guarantor			Consoliding
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(84,363	)	$	90,996		$	70,093		$	—		$	76,726
Investing activities:
Acquisition of properties		—			—			(190,150	)		—			(190,150	)
Capital expenditures		—			(25,427	)		(44,248	)		—			(69,675	)
Distributions from unconsolidated entities		—			3,445			—			—			3,445
Investments in and contributions to unconsolidated entities		—			(3,776	)		—			—			(3,776	)
Issuance of mortgage loans receivable		—			—			(869	)		—			(869	)
Principal payments received on mortgage loans receivable		—			—			4,790			—			4,790
Proceeds from disposal of assets		—			63			7			—			70
Proceeds from sale of properties		—			1,500			—			—			1,500
Changes in restricted cash		46			(2,892	)		(2,786	)		—			(5,632	)
Intercompany investing		93,222			—			—			(93,222	)		—
Net cash used in investing activities		93,268			(27,087	)		(233,256	)		(93,222	)		(260,297	)
Financing activities:
Redemptions of common stock		(9,590	)		—			—			—			(9,590	)
Distributions to stockholders, net of reinvested		(94,677	)		—			—			—			(94,677	)
Proceeds from line of credit		—			170,000			—			—			170,000
Principal payments on line of credit		—			(75,000	)		—			—			(75,000	)
Proceeds from mortgage loans and other notes payable		—			45,000			107,300			—			152,300
Principal payments on mortgage loans		—			(7,830	)		(26,836	)		—			(34,666	)
Principal payments on capital leases		—			(1,483	)		(2,624	)		—			(4,107	)
Payment of loan costs		(27	)		(4,341	)		(5,937	)		—			(10,305	)
Intercompany financing		—			(187,398	)		94,176			93,222			—
Net cash provided by (used in) financing activities		(104,294	)		(61,052	)		166,079			93,222			93,955
Effect of exchange rate fluctuation on cash		—			—			1			—			1
Net increase (decrease) in cash		(95,389	)		2,857			2,917			—			(89,615	)
Cash at beginning of period		134,608			11,268			16,963			—			162,839
Cash at end of period	$	39,219		$	14,125		$	19,880		$	—		$	73,224

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2011

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(78,842	)	$	85,894		$	76,012		$	—		$	83,064
Investing activities:
Acquisition of properties		—			—			(149,692	)		—			(149,692	)
Capital expenditures		—			(20,202	)		(22,143	)		—			(42,345	)
Investment in and contributions to unconsolidated entities		—			(191,397	)		—			—			(191,397	)
Proceeds from sale of properties		—			8,450			—			—			8,450
Proceeds from disposal of assets		—			100			4			—			104
Distribution from unconsolidated entities		—			11,624			—			—			11,624
Issuance of mortgage loans receivable		—			—			(5,760	)		—			(5,760	)
Principal payments received on mortgage loans receivable		—			7,528			1,945			—			9,473
Changes in restricted cash		(92	)		(3,561	)		(9,753	)		—			(13,406	)
Acquisition fees on mortgage notes receivable		—			—			(59	)		—			(59	)
Intercompany investing		(384,226	)		—			—			384,226			—
Net cash used in investing activities		(384,318	)		(187,458	)		(185,458	)		384,226			(373,008	)
Financing activities:
Offering proceeds		187,555			—			—			—			187,555
Redemptions of common stock		(30,000	)		—			—			—			(30,000	)
Distributions to stockholders, net of reinvestments		(104,951	)		—			—			—			(104,951	)
Stock issuance costs		(21,213	)		—			—			—			(21,213	)
Proceeds from mortgage loans and other notes payable		—			20,411			96,129			—			116,540
Proceeds from unsecured senior notes		396,996			—			—			—			396,996
Principal payments on line of credit		—			(58,000	)		—			—			(58,000	)
Principal payments on mortgage loans		(2,777	)		(145,623	)		(56,400	)		—			(204,800	)
Principal payments on capital leases		—			(2,065	)		(1,902	)		—			(3,967	)
Payment of loan costs		(19,252	)		(2,314	)		(4,096	)		—			(25,662	)
Intercompany financing		—			297,952			86,274			(384,226	)		—
Net cash provided by financing activities		406,358			110,361			120,005			(384,226	)		252,498
Effect of exchange rate fluctuation on cash		—			—			(232	)		—			(232	)
Net increase (decrease) in cash		(56,802	)		8,797			10,327			—			(37,678	)
Cash at beginning of period		191,410			2,471			6,636			—			200,517
Cash at end of period	$	134,608		$	11,268		$	16,963		$	—		$	162,839

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2010

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(44,837	)	$	103,621		$	20,992		$	—		$	79,776
Investing activities:
Acquisition of properties		—			(34,000	)		(47,390	)		—			(81,390	)
Capital expenditures		—			(20,388	)		(38,752	)		—			(59,140	)
Deposits on real estate investments		—			(11,220	)		—			—			(11,220	)
Payment of contingent purchase consideration		—			(12,433	)		—			—			(12,433	)
Issuance of mortgage loans receivable		—			(8,598	)		(6,299	)		—			(14,897	)
Principal payments received on mortgage loans receivable		—			38,614			—			—			38,614
Acquisition fees on mortage notes receivable		—			(306	)		(155	)		—			(461	)
Return of short term investments		8,000			—			—			—			8,000
Proceeds from disposal of assets		—			590			—			—			590
Changes in restricted cash		—			(4,812	)		(1,426	)		—			(6,238	)
Intercompany investing		(114,389	)		—			—			114,389			—
Net cash provided by (used in) investing activities		(106,389	)		(52,553	)		(94,022	)		114,389			(138,575	)
Financing activities:
Offering proceeds		333,346			—			—			—			333,346
Redemptions of common stock		(40,396	)		—			—			—			(40,396	)
Distributions to stockholders, net of reinvestments		(90,855	)		—			—			—			(90,855	)
Stock issuance costs		(36,574	)		—			—			—			(36,574	)
Borrowings under line of credit		—			58,000			—			—			58,000
Proceeds from mortgage loans and other notes payable		—			—			12,202			—			12,202
Principal payments on line of credit		—			(99,483	)		—			—			(99,483	)
Principal payments on mortgage loans		—			(19,206	)		(31,244	)		—			(50,450	)
Principal payments on capital leases		—			(1,976	)		(2,308	)		—			(4,284	)
Payment of loan costs		(150	)		(4,256	)		(1,497	)		—			(5,903	)
Transfer to (from) Issuer		—			16,703			97,686			(114,389	)		—
Net cash provided by (used in) financing activities		165,371			(50,218	)		74,839			(114,389	)		75,603
Effect of exchange rate fluctuation on cash		—			—			138			—			138
Net increase in cash		14,145			850			1,947			—			16,942
Cash at beginning of period		177,265			1,621			4,689			—			183,575
Cash at end of period	$	191,410		$	2,471		$	6,636		$	—		$	200,517

XML

Schedule of Tenants that Individually Accounted Aggregate Total Revenues or Assets (Detail)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
PARC Management, LLC ("PARC")
Concentration Risk [Line Items]
Number and Type of Leased Properties	n/a	[1]
Boyne USA, Inc. ("Boyne")
Concentration Risk [Line Items]
Number and Type of Leased Properties	7 ski and mountain lifestyle properties
Evergreen Alliance Golf Limited, L.P.
Concentration Risk [Line Items]
Number and Type of Leased Properties	32 golf facilities	[2]
Revenues | PARC Management, LLC ("PARC")
Concentration Risk [Line Items]
Concentration Percentage				11.00%
Revenues | Boyne USA, Inc. ("Boyne")
Concentration Risk [Line Items]
Concentration Percentage	8.60%		9.60%	12.60%
Revenues | Evergreen Alliance Golf Limited, L.P.
Concentration Risk [Line Items]
Concentration Percentage	4.90%		8.30%	12.10%
Assets, Total | Boyne USA, Inc. ("Boyne")
Concentration Risk [Line Items]
Concentration Percentage	7.60%		7.90%
Assets, Total | Evergreen Alliance Golf Limited, L.P.
Concentration Risk [Line Items]
Concentration Percentage	10.10%		12.30%

[1] In 2011, the Company transitioned all of its properties previously leased to PARC to new third-party managers and PARC is no longer a tenant of the Company.

[2] On November 9, 2011, the Company's Board of Directors approved the sale of five golf properties and the transition of seven other properties to new third-party managers to be operated for a period of time. As of December 31, 2012, the Company completed the sale of four properties with the remaining one property to be sold in 2013 and transitioned all seven properties. The percentages above include the one property classified as assets held for sale.

XML

Summary of Purchase Price Allocation (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Business Combination, Transactions [Line Items]
Net assets acquired	$ 190,150		$ 149,692
In-place lease intangibles	8,036	[1]
Trade name intangibles	4,434
Other assets	1,691
Land and Land Improvements
Business Combination, Transactions [Line Items]
Net assets acquired	30,099		18,209
Buildings
Business Combination, Transactions [Line Items]
Net assets acquired	119,492		104,351
Equipment
Business Combination, Transactions [Line Items]
Net assets acquired	26,398		6,376
Leasehold Interests And Improvements
Business Combination, Transactions [Line Items]
Net assets acquired			13,084
Intangibles - in - place leases
Business Combination, Transactions [Line Items]
Net assets acquired			$ 7,672	[2]

[1] The weighted-average amortization period for intangible in-place leases acquired was two years as of the date of acquisition.

[2] The weighted-average amortization period for intangible in-place leases acquired was 2.5 years.

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value of Financial Assets and Liabilities Carried at Fair Value

The following tables show the fair value of the Company’s financial assets and liabilities carried at fair value as of December 31, 2012 and 2011, as follows (in thousands):

	Fair Value Measurement as of December 31, 2012		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	5,743	$	—	$	—	$	5,743
Liabilities:
Derivative instruments	$	5,598	$	—	$	5,598	$	—
	Fair Value Measurement as of December 31, 2011		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	2,863	$	—	$	—	$	2,863
Liabilities:
Derivative instruments	$	5,184	$	—	$	5,184	$	—

Changes in Fair Value Measurements Using Significant Unobservable Inputs

The following information details the changes in the fair value measurements using significant unobservable inputs on a non-recurring basis (Level 3) for the year ended December 31, 2012 (in thousands):

Balance at January 1, 2012	$	2,863
Additional properties classified as assets held for sale		4,745
Adjustment to impairment provision		(670	)
Fair value of properties sold		(1,195	)
Balance as of December 31, 2012	$	5,743

XML

SCHEDULE II-Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

SCHEDULE II-Valuation and Qualifying Accounts

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE II—Valuation and Qualifying Accounts

Years ended December 31, 2012, 2011 and 2010 (in thousands)

		Balance at		Charged to		Charged							Balance at
		Beginning of		Costs and		to Other		Deemed			Collected/		End of
Year	Description	Year		Expenses		Accounts		Uncollectible			Recovered		Year
2010	Deferred tax asset valuation allowance	$	21,206	$	—	$	12,754	$	—		$	—	$	33,960
	Allowance for loan losses		—		4,072		—		—			—		4,072
			21,206		4,072		12,754		—			—		38,032
2011	Deferred tax asset valuation allowance		33,960		—		6,870		—			—		40,830
	Allowance for loan losses		4,072		—		—		(4,072	)		—		—
			38,032		—		6,870		(4,072	)		—		40,830
2012	Deferred tax asset valuation allowance		40,830		—		7,628		—			—		48,458
	Allowance for loan losses		—		1,699		—		—			—		1,699
		$	40,830	$	1,699	$	7,628	$	—		$	—	$	50,157

XML

SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2012

SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

As of December 31, 2012 (in thousands)

								Costs Capitalized																						Life on
								Subsequent to					Gross Amounts at which																	which
		Initial Costs						Acquisition					Carried at Close of Period(3)																	depre-
				Lease-											Lease-															ciation in
				hold											hold															latest
		Land &		Interests									Land &		Interests						Accumu-									income
		Land		and									Land		and						lated			Date of						state-
	Encumbe-	Improve-		Improve-				Improve-			Carrying		Improve-		Improve-						Depre-			Construc-		Date				ments is
Property/Location	rances	ments		ments		Buildings		ments			Costs		ments		ments		Buildings		Total		ciation			tion		Acquired				computed
Gatlinburg Sky Lift Gatlinburg, Tennessee		$	—	$	19,154	$	175	$	33		$	—	$	26	$	19,161	$	175	$	19,362	$	(2,842	)	In 1953			12/22/2005			(2)
Hawaiian Falls Waterparks Garland and The Colony, Texas		$	3,123	$	3,663	$	758	$	2,114		$	—	$	5,054	$	3,810	$	794	$	9,658	$	(2,973	)	In 2004			4/21/2006			(2)
Route 66 Harley-Davidson Tulsa, Oklahoma		$	998	$	—	$	5,509	$	18		$	—	$	1,003	$	—	$	5,522	$	6,525	$	(951	)	In 2002			4/27/2006			(2)
Palmetto Hall Plantation Club Hilton Head, South Carolina		$	5,744	$	—	$	1,465	$	150		$	—	$	5,870	$	—	$	1,489	$	7,359	$	(2,277	)	In 1990			4/27/2006			(2)
Cypress Mountain Vancouver, British Columbia	(1)	$	161	$	19,001	$	735	$	14,235		$	—	$	1,352	$	18,702	$	14,078	$	34,132	$	(7,288	)	In 1975			5/30/2006			(2)
Raven Golf Club at South Mountain Phoenix, Arizona		$	11,599	$	—	$	1,382	$	423		$	—	$	11,962	$	—	$	1,442	$	13,404	$	(4,035	)	In 1995			6/9/2006			(2)
The Omni Mount Washington Resort and Bretton Woods Ski Area Bretton Woods, New Hampshire	(1)	$	21,216	$	10	$	28,114	$	32,212		$	—	$	23,780	$	10	$	57,762	$	81,552	$	(14,893	)	In 1902			(4	)		(2)
Bear Creek Golf Club Dallas, Texas		$	6,697	$	2,613	$	1,312	$	522		$	—	$	7,011	$	2,614	$	1,519	$	11,144	$	(3,382	)	In 1979			9/8/2006			(2)
Funtasticks Fun Center Tucson, Arizona		$	4,217	$	—	$	1,950	$	346		$	—	$	4,438	$	—	$	2,075	$	6,513	$	(909	)	In 1993			10/6/2006			(2)
Zuma Fun Center South Houston, Texas		$	3,720	$	—	$	1,192	$	67		$	—	$	3,761	$	—	$	1,218	$	4,979	$	(489	)	In 1990			10/6/2006			(2)
								Costs Capitalized																							Life on
								Subsequent to					Gross Amounts at which																		which
		Initial Costs						Acquisition					Carried at Close of Period(3)																		depre-
				Lease-											Lease-																ciation in
				hold											hold																latest
		Land &		Interests									Land &		Interests						Accumu-										income
		Land		and									Land		and						lated			Date of							state-
	Encumbe-	Improve-		Improve-				Improve-			Carrying		Improve-		Improve-						Depre-			Construc-				Date			ments is
Property/Location	rances	ments		ments		Buildings		ments			Costs		ments		ments		Buildings		Total		ciation			tion				Acquired			computed
Zuma Fun Center Charlotte, North Carolina		$	5,583	$	—	$	1,608	$	133		$	—	$	5,700	$	—	$	1,624	$	7,324	$	(890	)		In 1991				10/6/2006		(2)
Weston Hills Country Club Weston, Florida		$	20,332	$	—	$	14,374	$	1,883		$	—	$	21,491	$	—	$	15,098	$	36,589	$	(8,453	)		In 1994				10/6/2006		(2)
Valencia Country Club Santa Clarita, California		$	31,565	$	—	$	8,646	$	1,319		$	—	$	32,596	$	—	$	8,934	$	41,530	$	(8,689	)		In 1990				10/16/2006		(2)
Canyon Springs Golf Club San Antonio, Texas		$	11,463	$	—	$	1,314	$	204		$	—	$	11,663	$	—	$	1,318	$	12,981	$	(1,348	)		In 2000				10/16/2006		(2)
The Golf Club at Cinco Ranch Houston, Texas		$	6,662	$	—	$	454	$	435		$	—	$	7,063	$	—	$	488	$	7,551	$	(511	)		In 1997				11/16/2006		(2)
Golf Club at Fossil Creek Fort Worth, Texas		$	4,905	$	—	$	1,040	$	259		$	—	$	5,149	$	—	$	1,055	$	6,204	$	(1,317	)		In 1993				11/16/2006		(2)
Lake Park Golf Club Dallas-Fort Worth, Texas		$	2,089	$	1,821	$	1,352	$	192		$	—	$	2,260	$	1,822	$	1,372	$	5,454	$	(1,944	)		In 1987				11/16/2006		(2)
Mansfield National Golf Club Dallas-Fort Worth, Texas		$	5,216	$	605	$	1,176	$	56		$	—	$	5,258	$	605	$	1,190	$	7,053	$	(2,411	)		In 1957				11/16/2006		(2)
Plantation Golf Club Dallas-Fort Worth, Texas		$	4,123	$	—	$	130	$	246		$	—	$	4,192	$	—	$	307	$	4,499	$	(98	)		In 2000				11/16/2006		(2)
Fox Meadow Country Club Medina, Ohio		$	5,235	$	—	$	4,144	$	412		$	—	$	5,472	$	—	$	4,319	$	9,791	$	(2,403	)		In 1998				11/16/2006		(2)
Lakeridge Country Club Lubbock, Texas		$	5,260	$	—	$	2,461	$	210		$	—	$	5,410	$	—	$	2,521	$	7,931	$	(1,406	)		In 1995				12/22/2006		(2)
Mesa del Sol Golf Club Yuma, Arizona		$	5,802	$	—	$	981	$	425		$	—	$	6,207	$	—	$	1,001	$	7,208	$	(2,353	)		In 1978				12/22/2006		(2)
Signature Golf Course Solon, Ohio		$	8,513	$	—	$	8,403	$	695		$	—	$	9,005	$	—	$	8,606	$	17,611	$	(3,777	)		In 1970				12/22/2006		(2)
								Costs Capitalized																						Life on
								Subsequent to					Gross Amounts at which																	which
		Initial Costs						Acquisition					Carried at Close of Period(3)																	depre-
				Lease-											Lease-															ciation in
				hold											hold															latest
		Land &		Interests									Land &		Interests						Accumu-									income
		Land		and									Land		and						lated			Date of						state-
	Encumbe-	Improve-		Improve-				Improve-			Carrying		Improve-		Improve-						Depre-			Construc-		Date				ments is
Property/Location	rances	ments		ments		Buildings		ments			Costs		ments		ments		Buildings		Total		ciation			tion		Acquired				computed
Weymouth Country Club Medina, Ohio		$	5,571	$	—	$	4,860	$	406		$	—	$	5,857	$	—	$	4,980	$	10,837	$	(2,593	)	In 1969			12/22/2006			(2)
Burnside Marina Somerset, Kentucky		$	350	$	2,593	$	415	$	28		$	—	$	350	$	2,621	$	415	$	3,386	$	(585	)	In 1950’s			12/22/2006			(2)
Pier 121 Marina and Easthill Park Lewisville, Texas		$	1,172	$	25,222	$	4,576	$	587		$	—	$	1,752	$	25,228	$	4,577	$	31,557	$	(5,082	)	In 1960’s			12/22/2006			(2)
Beaver Creek Marina Monticello, Kentucky		$	442	$	5,778	$	381	$	47		$	—	$	442	$	5,825	$	381	$	6,648	$	(2,353	)	In 1950’s			12/22/2006			(2)
Lake Front Marina Port Clinton, Ohio		$	3,589	$	—	$	1,115	$	341		$	—	$	3,874	$	—	$	1,171	$	5,045	$	(635	)	In 1979			12/22/2006			(2)
Sandusky Harbor Marina Sandusky, Ohio		$	4,458	$	—	$	3,428	$	138		$	—	$	4,580	$	—	$	3,444	$	8,024	$	(1,277	)	In 1930’s			12/22/2006			(2)
Cowboys Golf Club Grapevinem Texas		$	9,638	$	2,534	$	2,457	$	1,421		$	—	$	10,272	$	2,699	$	3,079	$	16,050	$	(4,844	)	In 2000			12/26/2006			(2)
Brighton Ski Resort Brighton, Utah	(1)	$	11,809	$	2,123	$	11,233	$	2,852		$	—	$	12,705	$	2,123	$	13,189	$	28,017	$	(6,469	)	In 1949			1/8/2007			(2)
Clear Creek Golf Club Houston, Texas		$	423	$	1,116	$	155	$	40		$	—	$	451	$	1,116	$	167	$	1,734	$	(431	)	In 1987			1/11/2007			(2)
Northstar-at-Tahoe Resort Lake Tahoe, California	(1)	$	60,790	$	—	$	8,534	$	10,500		$	—	$	63,934	$	—	$	15,890	$	79,824	$	(15,590	)	In 1972			1/19/2007			(2)
Sierra-at-Tahoe Resort South Lake Tahoe, California	(1)	$	19,875	$	800	$	8,574	$	876		$	—	$	20,163	$	800	$	9,162	$	30,125	$	(9,303	)	In 1968			1/19/2007			(2)
Loon Mountain Resort Lincoln, New Hampshire	(1)	$	9,226	$	346	$	4,673	$	6,830		$	—	$	14,942	$	347	$	5,786	$	21,075	$	(5,229	)	In 1966			1/19/2007			(2)
Summit-at-Snowqualmie Resort Snoqualmie Pass, Washington	(1)	$	20,122	$	792	$	8,802	$	2,464		$	—	$	21,875	$	792	$	9,513	$	32,180	$	(8,228	)	In 1945			1/19/2007			(2)
White Water Bay Oklahoma City, Oklahoma		$	10,720	$	—	$	5,461	$	589		$	—	$	10,729	$	—	$	6,041	$	16,770	$	(2,751	)	In 1981			4/6/2007			(2)
Splashtown Houston, Texas		$	10,817	$	—	$	1,609	$	3,102		$	—	$	13,460	$	—	$	2,068	$	15,528	$	(1,007	)	In 1981			4/6/2007			(2)
Waterworld Concord, California		$	1,733	$	7,841	$	728	$	350		$	—	$	1,937	$	7,841	$	874	$	10,652	$	(3,132	)	In 1995			4/6/2007			(2)
Elitch Gardens Denver, Colorado		$	93,796	$	—	$	7,480	$	1,250		$	—	$	94,659	$	—	$	7,867	$	102,526	$	(6,223	)	In 1890			4/6/2007			(2)
								Costs Capitalized																						Life on
								Subsequent to					Gross Amounts at which																	which
		Initial Costs						Acquisition					Carried at Close of Period(3)																	depre-
				Lease-											Lease-															ciation in
				hold											hold															latest
		Land &		Interests									Land &		Interests						Accumu-									income
		Land		and									Land		and						lated			Date of						state-
	Encumbe-	Improve-		Improve-				Improve-			Carrying		Improve-		Improve-						Depre-			Construc-		Date				ments is
Property/Location	rances	ments		ments		Buildings		ments			Costs		ments		ments		Buildings		Total		ciation			tion		Acquired				computed
Darien Lake Buffalo, New York		$	60,993	$	—	$	21,967	$	2,039		$	—	$	62,211	$	—	$	22,788	$	84,999	$	(23,716	)	In 1955			4/6/2007			(2)
Frontier City Oklahoma City, Oklahoma		$	7,265	$	—	$	7,518	$	1,830		$	—	$	8,238	$	—	$	8,375	$	16,613	$	(3,045	)	In 1958			4/6/2007			(2)
Wild Waves & Enchanted Village Seattle, Washington		$	19,200	$	—	$	2,837	$	1,255		$	—	$	20,183	$	—	$	3,109	$	23,292	$	(7,889	)	In 1977			4/6/2007			(2)
Magic Springs & Crystal Falls Hot Springs, Arkansas		$	4,237	$	8	$	10,409	$	4,660		$	—	$	8,673	$	—	$	10,641	$	19,314	$	(2,792	)	In 1977			4/16/2007			(2)
Manasquan River Club Brick Township, New Jersey		$	8,031	$	—	$	439	$	482		$	—	$	8,501	$	12	$	439	$	8,952	$	(617	)	In 1970’s			6/8/2007			(2)
Crystal Point Marina Point Pleasant, New Jersey		$	5,159	$	—	$	46	$	164		$	—	$	5,304	$	—	$	65	$	5,369	$	(101	)	In 1976			6/8/2007			(2)
Mountain High Resort Wrightwood, California	(1)	$	14,272	$	14,022	$	7,571	$	920		$	—	$	14,704	$	14,061	$	8,020	$	36,785	$	(8,474	)	In 1930’s			6/29/2007			(2)
Holly Creek Marina Celina, Tennessee		$	372	$	5,257	$	465	$	42		$	—	$	373	$	5,297	$	466	$	6,136	$	(802	)	In 1940’s			8/1/2007			(2)
Eagle Cove Marina Byrdstown, Tennessee		$	1,114	$	1,718	$	1,692	$	113		$	—	$	1,118	$	1,815	$	1,704	$	4,637	$	(646	)	In 1940’s			8/1/2007			(2)
Sugarloaf Mountain Resort Carrabassett Valley, Maine		$	15,408	$	—	$	5,658	$	2,696		$	—	$	14,315	$	2,000	$	7,447	$	23,762	$	(4,862	)	In 1962			8/7/2007			(2)
Sunday River Resort Newry, Maine		$	32,698	$	—	$	12,256	$	3,495		$	—	$	35,303	$	—	$	13,146	$	48,449	$	(8,701	)	In 1959			8/7/2007			(2)
Great Lakes Marina Muskegon, Michigan		$	6,633	$	—	$	3,079	$	111		$	—	$	6,664	$	—	$	3,159	$	9,823	$	(664	)	In 1981			8/20/2007			(2)
The Village at Northstar Lake Tahoe, California		$	2,354	$	—	$	33,932	$	4,177		$	—	$	2,759	$	—	$	37,704	$	40,463	$	(7,766	)	In 2005			11/15/2007			(2)
Arrowhead Country Club Glendale, Arizona	(1)	$	6,358	$	—	$	9,501	$	1,903		$	—	$	7,428	$	—	$	10,334	$	17,762	$	(2,878	)	In 1980’s			11/30/2007			(2)
Ancala Country Club Scottsdale, Arizona	(1)	$	6,878	$	—	$	5,953	$	1,420		$	—	$	7,748	$	—	$	6,503	$	14,251	$	(2,628	)	In 1996			11/30/2007			(2)
Tallgrass Country Club Witchita, Kansas	(1)	$	2,273	$	—	$	2,586	$	859		$	—	$	2,885	$	—	$	2,833	$	5,718	$	(680	)	In 1982			11/30/2007			(2)
Deer Creek Golf Club Overland Park, Kansas	(1)	$	4,914	$	—	$	3,353	$	1,209		$	—	$	5,842	$	—	$	3,634	$	9,476	$	(1,922	)	In 1989			11/30/2007			(2)
Arrowhead Golf Club Littleton, Colorad	(1)	$	11,798	$	—	$	2,885	$	1,255		$	—	$	12,798	$	—	$	3,140	$	15,938	$	(2,553	)	In 1974			11/30/2007			(2)
Hunt Valley Golf Club Phoenix, Maryland	(1)	$	16,115	$	—	$	5,627	$	1,999		$	—	$	17,594	$	—	$	6,147	$	23,741	$	(3,105	)	In 1970			11/30/2007			(2)
Meadowbrook Golf & Country Club Tulsa, Oklahoma	(1)	$	8,311	$	—	$	1,935	$	1,267		$	—	$	9,373	$	—	$	2,140	$	11,513	$	(1,887	)	In 1957			11/30/2007			(2)
Stonecreek Golf Club Phoenix, Arizona	(1)	$	9,903	$	—	$	2,915	$	1,294		$	—	$	10,902	$	—	$	3,210	$	14,112	$	(1,752	)	In 1990			11/30/2007			(2)
Painted Desert Golf Club Las Vegas, Nevada	(1)	$	7,851	$	—	$	965	$	870		$	—	$	8,643	$	—	$	1,043	$	9,686	$	(2,276	)	In 1987			11/30/2007			(2)
Eagle Brook Country Club Geneva, Illinios	(1)	$	8,385	$	—	$	6,621	$	1,558		$	—	$	9,354	$	—	$	7,210	$	16,564	$	(2,628	)	In 1992			11/30/2007			(2)
Majestic Oaks Golf Club Ham Lake, Minnesota	(1)	$	11,371	$	—	$	694	$	1,061		$	—	$	12,351	$	—	$	775	$	13,126	$	(2,985	)	In 1972			11/30/2007			(2)
Ruffled Feathers Golf Club Lemont, Illinios	(1)	$	8,109	$	—	$	4,747	$	1,408		$	—	$	8,984	$	—	$	5,280	$	14,264	$	(2,331	)	In 1992			11/30/2007			(2)
Tamarack Golf Club Naperville, Illinios	(1)	$	5,544	$	—	$	1,589	$	949		$	—	$	6,169	$	—	$	1,913	$	8,082	$	(1,517	)	In 1988			11/30/2007			(2)
Continental Golf Course Scottsdale, Arizona	(1)	$	5,276	$	—	$	789	$	603		$	—	$	5,796	$	—	$	872	$	6,668	$	(696	)	In 1979			11/30/2007			(2)
Tatum Ranch Golf Club Cave Creek, Arizona	(1)	$	2,674	$	—	$	3,013	$	924		$	—	$	3,354	$	—	$	3,257	$	6,611	$	(1,067	)	In 1987			11/30/2007			(2)
Kokopelli Golf Club Phoenix, Arizona	(1)	$	7,319	$	—	$	1,310	$	1,372		$	—	$	8,571	$	—	$	1,430	$	10,001	$	(1,626	)	In 1992			11/30/2007			(2)
Superstition Springs Golf Club Mesa, Arizona	(1)	$	7,947	$	—	$	2,129	$	1,157		$	—	$	8,894	$	—	$	2,339	$	11,233	$	(1,554	)	In 1986			11/30/2007			(2)
Legend at Arrowhead Golf Resort Glendale, Arizona	(1)	$	8,067	$	—	$	1,621	$	1,204		$	—	$	9,137	$	—	$	1,755	$	10,892	$	(1,611	)	In 2001			11/30/2007			(2)
London Bridge Golf Club Lake Havasu, Arizona	(1)	$	9,250	$	—	$	1,554	$	950		$	—	$	10,068	$	—	$	1,686	$	11,754	$	(2,764	)	In 1960’s			11/30/2007			(2)
Forest Park Golf Course St. Louis, Missouri		$	7,699	$	2,723	$	2,753	$	1,299		$	—	$	8,501	$	2,971	$	3,002	$	14,474	$	(4,392	)	In 1900’s			12/19/2007			(2)
Micke Grove Golf Course Lodi, California		$	3,258	$	2,608	$	766	$	723		$	—	$	3,702	$	2,821	$	832	$	7,355	$	(1,982	)	In 1990			12/19/2007			(2)
Mizner Court at Broken Sound Boca Raton, Floria	(1)	$	37,224	$	—	$	65,364	$	3,044		$	—	$	37,343	$	—	$	68,289	$	105,632	$	(12,615	)	In 1987			12/31/2007			(2)
Shandin Hills Golf Club San Bernadino, California		$	—	$	1,119	$	1,112	$	517		$	—	$	439	$	1,822	$	487	$	2,748	$	(1,106	)	In 1980			3/7/2008			(2)
The Tradition Golf Club at Kiskiack Williamsburg, Virginia		$	5,836	$	—	$	1,097	$	119		$	—	$	5,944	$	—	$	1,108	$	7,052	$	(1,374	)	In 1996			3/26/2008			(2)
The Tradition Golf Club at The Crossings Glen Allen, Virginia		$	8,616	$	—	$	1,376	$	157		$	—	$	8,759	$	—	$	1,390	$	10,149	$	(1,826	)	In 1979			3/26/2008			(2)
The Tradition Golf Club at Broad Bay Virginia Beach, Virginia	(1)	$	6,837	$	—	$	2,187	$	190		$	—	$	6,968	$	—	$	2,246	$	9,214	$	(1,782	)	In 1986			3/26/2008			(2)
Brady Mountain Resort & Marina Royal, Arkansas		$	738	$	6,757	$	1,619	$	3,080		$	—	$	3,384	$	7,044	$	1,766	$	12,194	$	(1,984	)	In 1950’s			4/10/2008			(2)
David L. Baker Golf Course Fountain Valley, California		$	4,642	$	3,577	$	1,433	$	694		$	—	$	303	$	8,343	$	1,700	$	10,346	$	(2,748	)	In 1987			4/17/2008			(2)
Las Vegas Golf Club Las Vegas, NV		$	7,481	$	2,059	$	1,622	$	204		$	—	$	—	$	9,736	$	1,630	$	11,366	$	(2,838	)	In 1938			4/17/2008			(2)
Meadowlark Golf Course Huntington Beach, California		$	8,544	$	6,999	$	1,687	$	535		$	—	$	337	$	15,661	$	1,767	$	17,765	$	(4,793	)	In 1922			4/17/2008			(2)
Coco Key Water Resort Orlando, Florida		$	9,830	$	—	$	5,440	$	26,132		$	—	$	15,593	$	—	$	25,809	$	41,402	$	(4,382	)	1970’s			5/28/2008			(2)
Montgomery Country Club Laytonsville, MD		$	5,013	$	—	$	1,405	$	479		$	—	$	5,446	$	—	$	1,451	$	6,897	$	(1,236	)	In 1963			9/11/2008			(2)
The Links at Challedon Golf Club Mt. Airy, MD		$	2,940	$	—	$	718	$	166		$	—	$	3,084	$	—	$	740	$	3,824	$	(761	)	In 1995			9/11/2008			(2)
Mount Sunapee Mountain Resort Newbury, New Hampshire	(1)	$	—	$	6,727	$	5,253	$	240		$	—	$	4	$	6,909	$	5,307	$	12,220	$	(2,322	)	In 1960			12/5/2008			(2)
Okemo Mountain Resort Ludlow, Vermont	(1)	$	17,566	$	25,086	$	16,684	$	850		$	—	$	18,013	$	25,144	$	17,029	$	60,186	$	(7,527	)	In 1963			12/5/2008			(2)
Crested Butte Mountain Resort Mt. Crested Butte, Colorado	(1)	$	1,305	$	18,843	$	11,188	$	1,598		$	—	$	1,347	$	19,288	$	12,299	$	32,934	$	(5,817	)	In 1960’s			12/5/2008			(2)
Jiminy Peak Mountain Resort Hancock, Massachusetts	(1)	$	7,802	$	—	$	8,164	$	379		$	—	$	8,044	$	—	$	8,301	$	16,345	$	(2,327	)	In 1948			1/27/2009			(2)
Wet’n’Wild Hawaii Honolulu, Hawaii		$	—	$	13,399	$	3,458	$	263		$	—	$	93	$	13,425	$	3,602	$	17,120	$	(1,764	)	In 1998			5/6/2009			(2)
Great Wolf Lodge- Wisconsin Dells Wisconsin Dells, Wisconsin	(1)	$	3,433	$	—	$	17,632	$	4,321		$	—	$	2,459	$	—	$	22,927	$	25,386	$	(7,266	)	In 1997			8/6/2009			(2)
Great Wolf Lodge- Sandusky Sandusky, Ohio	(1)	$	2,772	$	—	$	30,061	$	(4,209	)	$	—	$	1,793	$	27	$	26,804	$	28,624	$	(8,065	)	In 2001			8/6/2009			(2)
Orvis Development Lands Granby, Colorado		$	51,255	$	—	$	—	$	1,371		$	—	$	52,626	$	—	$	—	$	52,626	$	—		N/A			10/29/2009			(2)
Anacapa Isle Marina Oxnard, California	(1)	$	—	$	7,155	$	2,250	$	—		$	—	$	—	$	7,155	$	2,250	$	9,405	$	(1,445	)	In 1973			3/12/2010			(2)
Ballena Isle Marina Alameda, California		$	23	$	4,793	$	2,906	$	752		$	—	$	23	$	5,280	$	3,171	$	8,474	$	(805	)	In 1972			3/12/2010			(2)
Cabrillo Isle Marina San Diego, California	(1)	$	—	$	17,984	$	1,569	$	3		$	—	$	—	$	17,984	$	1,572	$	19,556	$	(2,879	)	In 1977			3/12/2010			(2)
Ventura Isle Marina Ventura California	(1)	$	—	$	14,426	$	1,505	$	2		$	—	$	—	$	14,426	$	1,507	$	15,933	$	(2,793	)	In 1975			3/12/2010			(2)
Bohemia Vista Yacht Basin Chesapeake City, MD		$	4,307	$	362	$	136	$	1,327		$	—	$	5,995	$	—	$	137	$	6,132	$	(190	)	In 1967			5/20/2010			(2)
Hacks Point Marina Earleville, Maryland		$	1,759	$	148	$	56	$	49		$	—	$	1,945	$	—	$	67	$	2,012	$	(63	)	In 1970’s			5/20/2010			(2)
Pacific Park Santa Monica, California	(1)	$	—	$	25,046	$	1,575	$	—		$	—	$	—	$	25,049	$	1,572	$	26,621	$	(1,779	)	In 1996			12/29/2010			(2)
Camelot Park Bakersfield, California		$	179	$	—	$	70	$	10				$	178	$	—	$	81	$	259	$	(251	)	In 1994			10/6/2006			(2)
Culpepper Place at Branson Meadow Branson, MO	(1)	$	535	$	—	$	8,338	$	—		$	—	$	535	$	—	$	8,338	$	8,873	$	(322	)	2002 and 2007			8/31/2011			(2)
Culpepper of Springdale Springdale, AR	(1)	$	762	$	—	$	7,244	$	—		$	—	$	762	$	—	$	7,244	$	8,006	$	(279	)	2007			8/31/2011			(2)
Culpepper Place at Chesterfield Village Chesterfield, MO	(1)	$	713	$	—	$	10,080	$	—		$	—	$	713	$	—	$	10,080	$	10,793	$	(380	)	1999 and 2009			8/31/2011			(2)
Culpepper Place of Nevada Nevada, MO		$	40	$	—	$	319	$	—		$	—	$	40	$	—	$	319	$	359	$	(11	)	1997			8/31/2011			(2)
Culpepper Place of Springfield Springfield, MO	(1)	$	800	$	—	$	6,152	$	—		$	—	$	800	$	—	$	6,152	$	6,952	$	(249	)	1997 and 2005			8/31/2011			(2)
Culpepper Place of Jonesboro Jonesboro, AR	(1)	$	897	$	—	$	6,196	$	—		$	—	$	897	$	—	$	6,196	$	7,093	$	(254	)	2008			8/31/2011			(2)
Culpepper - Fayetteville Fayetteville, AK		$	800	$	—	$	12,040	$	—		$	—	$	800	$	—	$	12,040	$	12,840	$	(40	)	2011			11/30/2012			(2)
Town Center Village Portland, OR	(1)	$	2,481	$	—	$	35,813	$	895		$	—	$	2,513	$	—	$	36,676	$	39,189	$	(1,678	)	1985-1991			8/31/2011			(2)
Stevens Pass Skykomish, King and Chelan County, WA		$	62	$	13,084	$	5,280	$	450		$	—	$	237	$	14,033	$	4,606	$	18,876	$	(827	)	1945-2000			11/17/2011			(2)
Good Neighbor - Washington Washington, IL		$	428	$	—	$	8,961	$	5		$	—	$	433	$	—	$	8,961	$	9,394	$	(249	)	2009			12/29/2011			(2)
Good Neighbor - Pekin Pekin, IL		$	504	$	—	$	8,190	$	—		$	—	$	504	$	—	$	8,190	$	8,694	$	(229	)	2009			12/29/2011			(2)
Good Neighbor - Sterling Sterling, IL		$	549	$	—	$	7,653	$	—		$	—	$	549	$	—	$	7,653	$	8,202	$	(224	)	2008			12/29/2011			(2)
Solomon - Alpharetta Alpharetta, GA		$	1,436	$	—	$	12,434	$	11		$	—	$	1,436	$	—	$	12,445	$	13,881	$	(237	)	1999 and 2009			4/30/2012			(2)
Solomon - Fayetteville Fayetteville, GA		$	1,536	$	—	$	10,016	$	—		$	—	$	1,536	$	—	$	10,016	$	11,552	$	(202	)	In 1999			4/30/2012			(2)
Solomon - Gainesville Gainesville, GA		$	2,869	$	—	$	31,695	$	6		$	—	$	2,869	$	—	$	31,703	$	34,572	$	(603	)	1999 and 2010			4/30/2012			(2)
Solomon - Stockbridge Stockbridge, GA		$	1,158	$	—	$	10,225	$	—		$	—	$	1,158	$	—	$	10,225	$	11,383	$	(195	)	In 1998			4/30/2012			(2)
Provision Living Godfrey Godfrey, IL		$	351	$	—	$	9,521	$	—		$	—	$	351	$	—	$	9,521	$	9,872	$	(157	)	In 2010			5/7/2012			(2)
Amber Ridge Memory Care Moline, IL		$	741	$	—	$	5,315	$	—		$	—	$	741	$	—	$	5,315	$	6,056	$	(79	)	In 2008			6/29/2012			(2)
Amber Ridge Assisted Living Moline, IL		$	681	$	—	$	2,240	$	184		$	—	$	770	$	—	$	2,335	$	3,105	$	(43	)	In 2003			6/29/2012			(2)
The Lodge Carson City, Nevada		$	923	$	—	$	12,933	$	—		$	—	$	923	$	—	$	12,933	$	13,856	$	(188	)	In 2009			6/29/2012			(2)
Rapids Waterpark West Palm Beach, Florida		$	11,041	$	—	$	9,044	$	6,023		$	—	$	17,064	$	—	$	9,044	$	26,108	$	(421	)	1979 and 2007			6/29/2012			(2)
Laurel Creek Cumming, Georgia		$	2,454	$	—	$	4,030	$	—		$	—	$	2,454	$	—	$	4,030	$	6,484	$	(6	)	In 2009			12/14/2012			(2)
		$	995,653	$	289,912	$	745,617	$	185,525		$	—	$	1,052,350	$	316,419	$	847,940	$	2,216,709	$	(355,891	)

A summary of transactions in real estate and accumulated depreciation for the years ended December 31, 2012, 2011 and 2010 are as follows:

Balance at December 31, 2009	$	1,872,390		Balance at December 31, 2009	$	(143,965	)
2010 Acquisitions		99,904		2010 Depreciation		(75,660	)
2010 Impairment provision		(26,880	)	Balance at December 31, 2010		(219,625	)
Balance at December 31, 2010		1,945,414		2011 Depreciation		(68,034	)
2011 Acquisitions		148,139		2011 Accumulated depreciation on dispositions and assets held for sale		4,722
2011 Dispositions and assets held for sale		(31,926	)	Balance at December 31, 2011		(282,937	)
2011 Impairment provision		(16,691	)	2012 Depreciation		(73,055	)
Balance at December 31, 2011		2,044,936		2012 Accumulated depreciation on dispositions and assets held for sale		101
2012 Acquisitions		190,787		Balance at December 31, 2012	$	(355,891	)
2012 Dispositions and assets held for sale		(18,334	)
2012 Impairment provision		(680	)
Balance at December 31, 2012	$	2,216,709

FOOTNOTES:

(1) The property is encumbered at December 31, 2012.

(2) Buildings and improvements are depreciated over 39 years. Leasehold improvements are depreciation over their estimated useful lives.

(3) The aggregate cost for federal income tax purposes is approximately $2.3 billion.

(4) The initial purchase price includes the original purchase price of $45.0 million, acquired July 23, 2006. On August 12, 2011, the Company purchased the golf facility, resort amenities and development land at this property for an additional $10.5 million. See Item 2. “Properties” for additional information.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating activities:
Net loss	$ (76,073)	$ (69,610)	$ (81,889)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization	144,112	131,053	134,190
Accretion of note origination costs	(40)	(60)	(72)
Accretion and amortization of fair value measures	59	1,115
(Gain) loss on disposal of fixed assets	141	185	(265)
Loss (gain) on extinguishment of debt	4	566	(15,261)
Loss on retirement of above market lease		568
Amortization of terminated hedge	1,655	1,626	331
Reclassification of hedge loss from extinguishment of debt			2,006
Deferred interest received on mortgages and other notes receivable			2,814
Loss on lease termination	25,387	9,166	55,528
Impairment provision	680	16,870	26,880
Loan loss provision	1,699		4,072
Swap breakage payment			(9,256)
Bad debt	5,510	749	2,315
Equity in earnings net of distributions from unconsolidated entities	31,223	13,245	1,712
Changes in assets and liabilities:
Other assets	(17,694)	1,231	(26,254)
Deferred rent and lease incentives	(36,663)	(21,997)	(24,530)
Accounts and other receivables	(11,984)	(3,441)	2,829
Accounts payable, accrued expenses and other liabilities	8,895	4,855	3,784
Due to affiliates	(181)	(3,057)	842
Net cash provided by operating activities	76,726	83,064	79,776
Investing activities:
Acquisition of properties	(190,150)	(149,692)	(81,390)
Capital expenditures	(69,675)	(42,345)	(59,140)
Deposits on real estate investments			(11,220)
Investments in and contributions to unconsolidated entities	(3,776)	(191,397)
Distributions from unconsolidated entities	3,445	11,624
Payment of contingent purchase consideration			(12,433)
Issuance of mortgage loans receivable	(869)	(5,760)	(14,897)
Principal payments received on mortgage loans receivable	4,790	9,473	38,614
Acquisition fees on mortgage notes receivable		(59)	(461)
Return of short term investments			8,000
Proceeds from sale of property	1,500	8,450
Proceeds from disposal of assets	70	104	590
Changes in restricted cash	(5,632)	(13,406)	(6,238)
Net cash provided by (used in) investing activities	(260,297)	(373,008)	(138,575)
Financing activities:
Offering proceeds		187,555	333,346
Redemptions of common stock	(9,590)	(30,000)	(40,396)
Distributions to stockholders, net of reinvestments	(94,677)	(104,951)	(90,855)
Stock issuance costs		(21,213)	(36,574)
Borrowings under line of credit	170,000		58,000
Proceeds from mortgage loans and other notes payables	152,300	116,540	12,202
Proceeds from senior notes		396,996
Principal payments on line of credit	(75,000)	(58,000)	(99,483)
Principal payments on mortgage loans and senior notes	(34,666)	(204,800)	(50,450)
Principal payments on capital leases	(4,107)	(3,967)	(4,284)
Payment of loan costs	(10,305)	(25,662)	(5,903)
Net cash provided by (used in) financing activities	93,955	252,498	75,603
Effect of exchange rate fluctuation on cash	1	(232)	138
Net increase (decrease) in cash	(89,615)	(37,678)	16,942
Cash at beginning of period	162,839	200,517	183,575
Cash at end of period	73,224	162,839	200,517
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	59,331	46,953	45,623
Amounts incurred but not paid (included in due to affiliates):
Offering and stock issuance costs		24	457
Assumption of capital leases	4,650	4,582	2,044
Capital expansion projects incurred but not paid	1,143	1,921	1,994
Loan loss provision on mortgages and other notes receivable	1,699
Changes in estimated contingent purchase price		747	1,500
Supplemental disclosure of non-cash financing activities:
Seller financing obtained in connection with acquisitions			13,983
Seller financing provided upon sale of real estate assets		12,544
Forgiveness from debt restructure		$ 267	$ 15,261

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SCHEDULE IV-MORTGAGE LOANS ON REAL ESTATE

12 Months Ended

Dec. 31, 2012

SCHEDULE IV-MORTGAGE LOANS ON REAL ESTATE

 

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE IV—MORTGAGE LOANS ON REAL ESTATE

December 31, 2012 (in thousands)

As of December 31, 2012 and 2011, mortgages and other notes receivable consisted of the following (in thousands):

										Loan Principal Balance as of December 31,
Borrower (Description of Collateral Property)	Date of Loan Agreement(s)		Maturity Date		Interest Rate			Accrued Interest		2012			2011
Big Sky Resort (one ski resort)		9/23/2008		9/1/2014		12.0	%	$	680	$	68,000		$	68,000
CMR Properties, LLC and CM Resort, LLC (one ski property)		6/15/2010		9/30/2022		9.0% - 11.0	%		765		16,537			15,670
Boyne USA, Inc. (four ski resorts)		8/10/2009		9/1/2014		6.3% - 15.0	%		3,392		18,081			18,173
Evergreen Alliance Golf Limited, L.P.		11/12/2010		12/31/2016		LIBOR + 4	%		190		5,911			5,902
PARC Myrtle Waves, LLC (one attractions property)		2/10/2011		2/10/2021		7.5	%		225		9,000			9,000
Grand Prix Tampa, LLC (one attractions property)		7/31/2011		7/31/2016		8.5	%		49		3,490			3,530
Total								$	5,301	$	$121,019		$	120,275
Accrued interest											5,301			3,364
Acquisition fees, net											109			753
Loan origination fees, net											0			(40	)
Loan loss provision (1)											(1,699	)		0
Total carrying amount										$	124,730		$	124,352

FOOTNOTE:

(1) The Company restructured leases relating to one of its largest golf tenant including a loan receivable that was restructured as part of a trouble debt restructuring and recorded a loan loss provision.

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE IV—MORTGAGE LOANS ON REAL ESTATE

December 31, 2012 (in thousands)

	2012			2011
Balance at beginning of period	$	124,352		$	116,427
New mortgage loans		5,526			17,317
Principal reduction		(4,879	)		(9,473	)
Loan loss provision		(1,699	)		—
Accrued and deferred interest		2,035			1,017
Acquisition fees allocated, net		(645	)		(997	)
Loan origination fees, net		40			61
	$	124,730		$	124,352

XML

Carrying Value and Estimated Fair Value of Indebtedness (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011	Apr. 30, 2011	Apr. 05, 2011
Debt Instrument [Line Items]
Mortgages and other notes payable (level 3)	$ 649,002,000	$ 530,855,000
Line of credit (level 3)	95,000,000
Senior notes (level 2)			400,000,000	400,000,000
Estimate of Fair Value, Fair Value Disclosure
Debt Instrument [Line Items]
Total	1,128,514,000	847,087,000
Carrying (Reported) Amount, Fair Value Disclosure
Debt Instrument [Line Items]
Mortgages and other notes payable (level 3)	649,002,000	530,855,000
Line of credit (level 3)	95,000,000
Senior notes (level 2)	394,100,000	393,782,000
Total	1,138,102	924,637
Level 3 | Estimate of Fair Value, Fair Value Disclosure
Debt Instrument [Line Items]
Mortgages and other notes payable (level 3)	647,869,000	450,091,000
Line of credit (level 3)	95,000,000
Level 2 | Estimate of Fair Value, Fair Value Disclosure
Debt Instrument [Line Items]
Senior notes (level 2)	$ 385,645,000	$ 396,996,000

XML

Schedule IV-Mortgage Loans On Real Estate (Detail) (USD $) In Thousands, unless otherwise specified	1 Months Ended		12 Months Ended
	Aug. 31, 2012	Jul. 31, 2012	Dec. 31, 2012		Dec. 31, 2011
Mortgage Loans on Real Estate [Line Items]
Loan Principal Balance			$ 121,019		$ 120,275
Maturity Date	Sep. 01, 2014	Sep. 30, 2022
Interest Rate		10.00%	11.00%
Term loan receivable, interest rate above LIBOR			4.00%
Accrued Interest			5,301		3,364
Acquisition fees, net			109		753
Loan origination fees, net			0		(40)
Loan loss provision			(1,699)	[1],[2]	0	[2]
Loan Principal Balance, total carrying amount			124,730		124,352
Balance at beginning of period			124,352		116,427
New mortgage loans			5,526		17,317
Principal reduction			(4,879)		(9,473)
Loan loss provision			(1,699)
Accrued and deferred interest			2,035		1,017
Acquisition fees allocated, net			(645)		(997)
Loan origination fees, net			40		61
Mortgage Loans on Real Estate			124,730		124,352
Big Sky Resort
Mortgage Loans on Real Estate [Line Items]
Loan Principal Balance			68,000	[3]	68,000	[3]
Date of Loan Agreement(s)			Sep. 23, 2008	[3]
Maturity Date			Sep. 01, 2014	[3]
Interest Rate			12.00%	[3]
Accrued Interest			680	[3]
CMR Properties, LLC and CM Resort, LLC (one ski property)
Mortgage Loans on Real Estate [Line Items]
Loan Principal Balance			16,537	[4]	15,670	[4]
Date of Loan Agreement(s)			Jun. 15, 2010	[4]
Maturity Date			Sep. 30, 2022	[4]
Interest Rate, minimum			9.00%
Interest rate, maximum			11.00%
Accrued Interest			765	[4]
Boyne USA, Inc. (four ski resorts)
Mortgage Loans on Real Estate [Line Items]
Loan Principal Balance			18,081	[3]	18,173	[3]
Date of Loan Agreement(s)			Aug. 10, 2009	[3]
Maturity Date			Sep. 01, 2014	[3]
Interest Rate, minimum			6.30%
Interest rate, maximum			15.00%
Accrued Interest			3,392	[3]
Evergreen Alliance Golf Limited, L.P.
Mortgage Loans on Real Estate [Line Items]
Loan Principal Balance			5,911	[1]	5,902	[1]
Date of Loan Agreement(s)			Nov. 12, 2010	[1]
Maturity Date			Dec. 31, 2016	[1]
Term loan receivable, interest rate above LIBOR			4.00%
Accrued Interest			190	[1]
PARC Myrtle Waves, LLC (one attractions property)
Mortgage Loans on Real Estate [Line Items]
Loan Principal Balance			9,000		9,000
Date of Loan Agreement(s)			Feb. 10, 2011
Maturity Date			Feb. 10, 2021
Interest Rate			7.50%
Accrued Interest			225
Grand Prix Tampa, LLC (one attractions property)
Mortgage Loans on Real Estate [Line Items]
Loan Principal Balance			3,490		3,530
Date of Loan Agreement(s)			Jul. 31, 2011
Maturity Date			Jul. 31, 2016
Interest Rate			8.50%
Accrued Interest			$ 49

[1] In April 2012, the Company restructured a $6 million outstanding working capital line of credit receivable with a borrower that was having financial difficulties into a $6 million term loan. As part of the restructure, the Company reduced the interest rate from a fixed rate of 11% per annum to a rate of LIBOR plus 4% per annum and extended the maturity date from November 2013 to December 2016, with no payments of principal or interest required until January 2014. The borrower has an option to extend the maturity date to December 2021, subject to certain terms and conditions. The Company recorded a loan loss provision under this troubled debt restructure of approximately $1.7 million representing the difference between the expected future cash flows discounted at the original loan's effective interest rate and the net carrying value of the loan. Additionally, as part of the restructure, any percentage rent received for certain of the golf facilities will be used to reduce the term loan until it is paid in full. As of December 31, 2012, percentage rent of approximately $0.1 million was recorded as a reduction to the term loan.

[2] The Company restructured leases relating to one of its largest golf tenant including a loan receivable that was restructured as part of a trouble debt restructuring and recorded a loan loss provision.

[3] In August 2012, the Company granted a two year extension on two of its existing loans, where the borrowers are affiliated, that matured in September 2012 with a new maturity date of September 1, 2014. All other terms of the loan remained substantially the same with the exception of no prepayment fees with 90 days notice.

[4] In July 2012, the Company committed to advance an additional $0.8 million to one of its existing borrowers for property-related improvements. The $0.8 million loan has a fixed annual interest rate of 10.0% with monthly payments of interest only and matures on September 30, 2022. Concurrently, the Company extended the maturity of the existing borrower's two other loans to be co-terminus with the $0.8 million loan from September 30, 2017 to September 30, 2022. As of December 31, 2012, the Company has funded approximately $0.7 million.

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Variable Interest and Unconsolidated Entities (Tables)

12 Months Ended

Dec. 31, 2012

Aggregate Carrying Amount and Major Classifications of Consolidated Assets and Liabilities

The aggregate carrying amount and major classifications of the consolidated assets that can be used to settle obligations of the VIEs and liabilities of the consolidated VIEs that are non-recourse to the Company are as follows (in thousands):

	December 31,
	2012		2011
Assets
Real estate investment properties, net	$	207,516	$	210,866
Other assets	$	39,618	$	31,319
Liabilities
Mortgages and other notes payable	$	80,481	$	82,376
Other liabilities	$	15,806	$	17,225

Summarized operating data of Unconsolidated Entities

Summarized operating data:

	Year Ended December 31, 2012
	DMC Partnership			Intrawest Venture			CNLSun I Venture			CNLSun II Venture			CNLSun III Venture			Total
Revenue	$	27,858		$	—		$	137,897		$	37,301		$	43,087		$	246,143
Property operating expenses		(2,963	)		—			(87,910	)		(27,525	)		(29,131	)		(147,529	)
Depreciation and amortization		(9,040	)		—			(23,154	)		(4,991	)		(6,457	)		(43,642	)
Interest expense		(8,260	)		—			(32,615	)		(4,899	)		(5,858	)		(51,632	)
Interest and other income-(expense)		28			—			372			(368	)		28			60
Income (loss) from continuing operations		7,623			—			(5,410	)		(482	)		1,669			3,400
Discontinued Operations (5)		—			(5,568	)		—			—			—			(5,568	)
Net income (loss)	$	7,623		$	(5,568	)	$	(5,410	)	$	(482	)	$	1,669		$	(2,168	)
Loss allocable to other venture partners (1)	$	(1,810	)	$	(1,564	)(6)	$	(7,084	)	$	(407	)	$	(1,346	)	$	(12,210	)
Income (loss) allocable to the Company (1)		9,433			(4,004	)		1,674			(75	)		3,015			10,043
Amortization of capitalized costs		(471	)		(234	)		(2,610	)		(862	)		(345	)		(4,522	)
Equity in earnings (loss) of unconsolidated entities	$	8,962		$	(4,238	)	$	(936	)	$	(937	)	$	2,670		$	5,521
Distributions declared to the Company	$	11,345		$	3,096		$	15,709		$	5,094	(3)	$	7,776	(3)	$	43,020
Distributions received by the Company	$	11,353		$	2,725		$	15,665		$	5,189	(3)	$	5,256	(3)	$	40,188

Summarized operating data:

	Year Ended December 31, 2011
	DMC Partnership			Intrawest Venture			CNLSun I Venture (2)			CNLSun II Venture(2)			CNLSun III Venture (2)			Total
Revenue	$	27,481		$	—		$	127,479		$	14,439		$	9,297		$	178,696
Property operating expenses		(738	)		—			(86,554	)		(10,276	)		(7,938	)		(105,506	)
Depreciation and amortization		(8,935	)		—			(23,419	)		(2,255	)		(1,570	)		(36,179	)
Interest expense		(8,499	)		—			(31,728	)		(2,121	)		(1,367	)		(43,715	)
Interest and other income (expense)		29			—			(5,702	)		(899	)		(240	)		(6,812	)
Income (loss) from continuing operations		9,338			—			(19,924	)		(1,112	)		(1,818	)		(13,516	)
Discontinued Operations		—			(723	)		—			—			—			(723	)
Net income (loss)	$	9,338		$	(723	)	$	(19,924	)	$	(1,112	)	$	(1,818	)	$	(14,239	)
Loss allocable to other venture partners (1)	$	(1,954	)	$	(1,733	)(6)	$	(14,021	)	$	(333	)	$	(837	)	$	(18,878	)
Income (loss) allocable to the Company (1)		11,292			1,010			(5,903	)		(779	)		(981	)		4,639
Amortization of capitalized costs		(487	)		(234	)		(2,501	)		(323	)		(72	)		(3,617	)
Equity in earnings (loss) of unconsolidated entities	$	10,805		$	776		$	(8,404	)	$	(1,102	)	$	(1,053	)	$	1,022
Distributions declared to the Company	$	11,292		$	3,163		$	15,127		$	1,028		$	785		$	31,395
Distributions received by the Company	$	11,422		$	2,845		$	11,218		$	406		$	—		$	25,891

	Year Ended December 31, 2010
	DMC Partnership			Intrawest Venture			Total
Revenue	$	27,476		$	—		$	27,476
Property operating expenses		(549	)		—			(549	)
Depreciation and amortization		(8,654	)		—			(8,654	)
Interest expense		(8,702	)		—			(8,702	)
Interest and other income		37			—			37
Income (loss) from continuing operations		9,608			—			9,608
Discontinued Operations		—			(1,096	)		(1,096	)
Net income (loss)	$	9,608		$	(1,096	)	$	8,512
Loss allocable to other venture partners (1)	$	(1,655	)	$	(1,533	)(6)	$	(3,188	)
Income allocable to the Company (1)		11,263			437			11,700
Amortization of capitalized costs		(488	)		(234	)		(722	)
Equity in earnings of unconsolidated entities	$	10,775		$	203		$	10,978
Distributions declared to the Company	$	11,263		$	1,579		$	12,842
Distributions received by the Company	$	11,112		$	1,579		$	12,691

FOOTNOTES:

(1) Income is allocated between the Company and its partners using the HLBV method of accounting.

(2) Represents operating data from the date of acquisition through the end of period presented.

(3) Includes approximately $3.7 million and $3.3 million in distributions representing the Company’s respective preferred return on CNLSun II and CNLSun III ventures, respectively, in accordance with the venture agreements and approximately $1.5 million and $1.9 million in return of capital on CNLSun II and CNLSun III ventures, respectively, for the year ended December 31, 2012.

(4) During the year ended December 31, 2012, the DMC Partnership incurred approximately $2.3 million in acquisition costs relating to a potential acquisition that was ultimately not pursued.

(5) In connection with the proposed sale, the venture performed an impairment analysis and determined that the carrying value of one of the Intrawest Venture properties was higher than the expected net sales proceeds. As such the Company recorded an impairment provision of approximately $4.5 million which is included as part of discontinued operations for the year ended December 31, 2012.

(6) This amount represents the venture partner’s portion of interest expense on a loan which the partners made to the venture. These amounts are treated as distributions for purposes of the HLBV calculation.

Summarized Balance Sheet Data of Unconsolidated Entities

Summarized balance sheet data

	As of December 31, 2012
	DMC			Intrawest			CNLSun I			CNLSun II			CNLSun III
	Partnership			Venture			Venture			Venture			Venture			Total
Real estate assets, net	$	236,200		$	—		$	593,745		$	122,171		$	162,668		$	1,114,784
Asset held for sale		—			84,278			—			—			—			84,278
Other assets		12,410			14,174			30,807			5,644			10,528			73,563
Mortgages and other notes payable		135,428			73,702			434,940			104,549			120,000			868,619
Other liabilities		5,089			15,459			20,173			6,096			10,668			57,485
Partners’ capital		108,093			9,291			169,439			17,170			42,528			346,521
Carrying amount of investment (1)		107,641			23,506			108,334			13,660			34,198			287,339
Company’s ownership percentage (1)		82.0	%		80.0	%		60.0	%		70.0	%		67.9	%

	As of December 31, 2011
	DMC			Intrawest			CNLSun I			CNLSun II			CNLSun III
	Partnership			Venture			Venture			Venture			Venture			Total
Real estate assets, net	$	241,606		$	90,748		$	614,548		$	126,488		$	164,642		$	1,238,032
Other assets		13,277			13,705			31,374			7,642			10,592			76,590
Mortgages and other notes payable		138,533			74,823			434,940			104,549			120,000			872,845
Other liabilities		4,633			12,746			21,258			4,586			5,693			48,916
Partners’ capital		111,717			16,884			189,724			24,995			49,541			392,861
Carrying amount of investment (1)		108,101			30,415			123,072			19,785			36,785			318,158
Company’s ownership percentage (1)		82.0	%		80.0	%		60.0	%		70.0	%		67.9	%

FOOTNOTE:

(1) As of December 31, 2012 and 2011, the Company’s share of partners’ capital determined under HLBV was approximately $265.3 million and $294.5 million, respectively, and the total difference between the carrying amount of the investment and the Company’s share of partners’ capital determined under HLBV was approximately $22.0 million and $23.6 million, respectively.

The Company’s maximum exposure to loss is primarily limited to the carrying amount of its investment in each of the unconsolidated entities. The unconsolidated entities have debt obligations totaling approximately $868.6 million and $872.8 million as of December 31, 2012 and 2011, respectively. If the Company engages in certain prohibited activities, there are circumstances which could trigger an obligation on the part of the Company with respect to a portion of this debt.

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Significant Accounting Policies - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012 Segment	Dec. 31, 2011	Dec. 31, 2010
Accounting Policies [Line Items]
Restricted cash balance	$ 40,316,000	$ 40,316,000	$ 37,877,000
Amortization of long-term debt financing costs		7,100,000	5,200,000	3,600,000
Triple-net lease, capital improvement reserve rent		23,500,000	22,700,000	24,200,000
Number of reportable segments		1
Percentage of net revenue		10.00%
Out of period adjustments to increase net loss	(3,800,000)
Lease Termination Costs
Accounting Policies [Line Items]
Amount of understatement in the prior period consolidated financial statements	1,600,000
Other Operating Expense
Accounting Policies [Line Items]
Amount of understatement in the prior period consolidated financial statements	$ 2,200,000
Minimum
Accounting Policies [Line Items]
Percentage of taxable income and capital gains required to be distributed not to be subjected to federal corporate income taxes		100.00%
Building and Building Improvements | Maximum
Accounting Policies [Line Items]
Depreciation period for property		39 years

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Summary of Financial Information of Unconsolidated Entities (Parenthetical) (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of Unconsolidated Entities [Line Items]
Distributions received by the Company	$ 3,445,000	$ 11,624,000
Acquisition fees and costs	4,450,000	11,168,000	14,149,000
DMC Partnership
Schedule of Unconsolidated Entities [Line Items]
Acquisition fees and costs	2,300,000
Intrawest Venture
Schedule of Unconsolidated Entities [Line Items]
Impairment loss	4,500,000
CNLSun II Venture
Schedule of Unconsolidated Entities [Line Items]
Distributions received by the Company	3,700,000
Distribution representing return of capital	1,500,000
CNLSun III Venture
Schedule of Unconsolidated Entities [Line Items]
Distributions received by the Company	3,300,000
Distribution representing return of capital	$ 1,900,000

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets
Real estate investment properties, net (including $207,516 and $210,866 related to consolidated variable interest entities, respectively)	$ 2,176,357	$ 2,059,288
Investments in unconsolidated entities	287,339	318,158
Mortgages and other notes receivable, net	124,730	124,352
Deferred rent and lease incentives	109,507	94,981
Cash	73,224	162,839
Other assets	63,655	42,973
Restricted cash	40,316	37,877
Intangibles, net	35,457	30,937
Accounts and other receivables, net	21,700	19,681
Assets held for sale	5,743	2,863
Total Assets	2,938,028	2,893,949
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable (including $80,481 and $82,376 related to non-recourse debt of consolidated variable interest entities, respectively)	649,002	530,855
Senior notes, net of discount	394,100	393,782
Line of credit	95,000
Accounts payable and accrued expenses	40,064	32,158
Other liabilities	47,445	46,054
Due to affiliates	986	1,120
Total Liabilities	1,226,597	1,003,969
Commitments and contingencies (Note 18)
Stockholders' equity:
Preferred stock, $.01 par value per share 200 million shares authorized and unissued
Excess shares, $.01 par value per share 120 million shares authorized and unissued
Common stock, $.01 par value per share One billion shares authorized; 337,213 and 328,884 shares issued and 316,371 and 309,215 shares outstanding as of December 31, 2012 and 2011, respectively	3,164	3,092
Capital in excess of par value	2,803,346	2,743,972
Accumulated deficit	(149,446)	(73,373)
Accumulated distributions	(937,972)	(774,259)
Accumulated other comprehensive loss	(7,661)	(9,452)
Total Stockholders' Equity	1,711,431	1,889,980
Total Liabilities and Stockholders' Equity	$ 2,938,028	$ 2,893,949

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Components of Deferred Taxes

The components of the deferred taxes recognized in the accompanying consolidated balance sheets at December 31, 2012 and 2011 are as follows (in thousands):

	Year Ended December 31,
	2012			2011
Net operating losses	$	94,096		$	81,848
Book/tax differences in deferred income		2,101			1,539
Book/tax differences in acquired assets		(47,739	)		(42,557	)
Total deferred tax asset		48,458			40,830
Valuation allowance		48,458			40,830
	$	—		$	—

Estimated Net Operating Loss Carry-Forwards

The estimated net operating loss carry-forwards will expire as follows:

Expiration Year	Net Operating Loss
2025	$	1,600
2026	$	5,600
2027	$	26,700
2028	$	44,900
2029	$	48,000
2030	$	39,700
2031	$	32,100
2032	$	32,600

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Amounts Due to Affiliates for Fees and Expenses (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Total due to affiliates	$ 986	$ 1,120
Offering expenses
Related Party Transaction [Line Items]
Total due to affiliates		24
Asset Management Fees
Related Party Transaction [Line Items]
Total due to affiliates	14
Operating expenses
Related Party Transaction [Line Items]
Total due to affiliates	509	619
Acquisition fees and expenses
Related Party Transaction [Line Items]
Total due to affiliates	$ 463	$ 477

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Schedule III-Real Estate And Accumulated Depreciation (Parenthetical) (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Aug. 12, 2011	Jul. 23, 2006
Real Estate and Accumulated Depreciation [Line Items]
Buildings and improvements useful life	39 years
Aggregate cost for federal income tax purpose	$ 2,300,000,000
Purchase Price	$ 190,150,000	$ 149,692,000	$ 10,500,000	$ 45,000,000

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) In Thousands	Total	Common Stock	Capital in Excess of Par Value	Accumulated Earnings (Deficit)	Accumulated Distributions	Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2009	$ 1,849,216	$ 2,477	$ 2,195,251	$ 78,126	$ (421,873)	$ (4,765)
Balance (in shares) at Dec. 31, 2009		247,710
Subscriptions received for common stock through public offering and reinvestment plan (in shares)		41,066
Subscriptions received for common stock through public offering and reinvestment plan	406,430	411	406,019
Redemption of common stock	(40,396)	(41)	(40,355)
Redemption of common stock (in shares)		(4,089)
Stock issuance and offering costs	(37,510)		(37,510)
Net loss	(81,889)			(81,889)
Distributions, declared and paid ($0.5252 in 2012, $0.6252 in 2011 and 0.6252 in 2010 per share)	(163,939)				(163,939)
Foreign currency translation adjustment	1,061					1,061
Amortization of loss on termination of cash flow hedges	331					331
Current period adjustment to recognize changes in fair value of cash flow hedges, net of reclassifications	(2,264)					(2,264)
Balance at Dec. 31, 2010	1,931,040	2,847	2,523,405	(3,763)	(585,812)	(5,637)
Balance (in shares) at Dec. 31, 2010		284,687
Subscriptions received for common stock through public offering and reinvestment plan (in shares)		27,585
Subscriptions received for common stock through public offering and reinvestment plan	271,051	276	270,775
Redemption of common stock	(30,000)	(31)	(29,969)
Redemption of common stock (in shares)		(3,057)
Stock issuance and offering costs	(20,239)		(20,239)
Net loss	(69,610)			(69,610)
Distributions, declared and paid ($0.5252 in 2012, $0.6252 in 2011 and 0.6252 in 2010 per share)	(188,447)				(188,447)
Foreign currency translation adjustment	(585)					(585)
Amortization of loss on termination of cash flow hedges	1,626					1,626
Current period adjustment to recognize changes in fair value of cash flow hedges, net of reclassifications	(4,856)					(4,856)
Balance at Dec. 31, 2011	1,889,980	3,092	2,743,972	(73,373)	(774,259)	(9,452)
Balance (in shares) at Dec. 31, 2011		309,215
Subscriptions received for common stock through public offering and reinvestment plan (in shares)		8,329
Subscriptions received for common stock through public offering and reinvestment plan	69,036	83	68,953
Redemption of common stock	(9,590)	(11)	(9,579)
Redemption of common stock (in shares)		(1,173)
Net loss	(76,073)			(76,073)
Distributions, declared and paid ($0.5252 in 2012, $0.6252 in 2011 and 0.6252 in 2010 per share)	(163,713)				(163,713)
Foreign currency translation adjustment	531					531
Amortization of loss on termination of cash flow hedges	1,655					1,655
Current period adjustment to recognize changes in fair value of cash flow hedges, net of reclassifications	(395)					(395)
Balance at Dec. 31, 2012	$ 1,711,431	$ 3,164	$ 2,803,346	$ (149,446)	$ (937,972)	$ (7,661)
Balance (in shares) at Dec. 31, 2012		316,371

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Adviser and Former Adviser Earned Fees and Incurred Reimbursable Expenses (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2012
Related Party Transaction [Line Items]
Acquisition fee as a percentage of offering proceeds	3.00%
Asset management fee as a percentage of real estate asset value	0.08334%
Average invested assets
Related Party Transaction [Line Items]
Maximum reimbursement of expenses, percent	2.00%
Net Income
Related Party Transaction [Line Items]
Maximum reimbursement of expenses, percent	25.00%

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Properties Acquired, Pro Forma Results of Operations (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Business Combination, Pro Forma Information [Line Items]
Acquisition related expenses	$ 1.6

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Schedule of Pending Redemption Request (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011
Stockholders Equity Note [Line Items]
Requests in queue	8,856		8,512		7,763		6,419		6,016		5,328		4,036		3,595		6,419		3,595
Redemptions requested	1,535		1,064		1,010		1,574		1,170		1,475		2,133		1,227		5,183		6,005
Shares redeemed:
Prior period requests	(98)		(245)		(177)		(4)		(609)		(503)		(500)		(631)		(524)		(2,243)
Current period request	(319)		(158)				(172)		(158)		(265)		(256)		(135)		(649)		(814)
Adjustments	(248)	[1]	(317)	[1]	(84)	[1]	(54)	[1]	0	[1]	(19)	[1]	(85)	[1]	(20)	[1]	(703)	[1]	(124)	[1]
Pending redemption requests	9,726	[2]	8,856	[2]	8,512	[2]	7,763	[2]	6,419	[2]	6,016	[2]	5,328	[2]	4,036	[2]	9,726	[2]	6,419	[2]
Average price paid per share	$ 7.30		$ 7.31		$ 9.92		$ 9.92		$ 9.80		$ 9.83		$ 9.83		$ 9.79		$ 8.06		$ 9.81

[1] This amount represents redemption request cancellations and other adjustments.

[2] Requests that are not fulfilled in whole during a particular quarter will be redeemed on a pro rata basis to the extent funds are made available pursuant to the redemption plan.

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Real Estate Investment Properties, net (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Real Estate Investment Properties

As of December 31, 2012 and 2011, real estate investment properties consisted of the following (in thousands):

	2012			2011
Land and land improvements	$	1,052,350		$	1,012,132
Leasehold interests and improvements		316,419			314,334
Buildings		847,940			718,470
Equipment		609,647			536,935
Less: accumulated depreciation and amortization		(649,999	)		(522,583	)
Total	$	2,176,357		$	2,059,288

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Estimated Future Amortization Expense of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Finite Lived Intangible Assets Future Amortization Expense [Line Items]
2013	$ 7,347
2014	4,538
2015	1,244
2016	995
2017	992
Thereafter	14,326
Total	$ 29,442

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes

14. Income Taxes:

As of December 31, 2012 and 2011, the Company recorded net current and long-term deferred tax assets related to depreciation differences, deferred income, and net operating losses at its TRS subsidiaries and properties under foreclosure elections as a result of certain tenant defaults and lease terminations. Because there are no historical earnings and no certainty that such deferred tax assets will be available to offset future tax liabilities, the Company has established a full valuation allowance as of December 31, 2012 and 2011. The components of the deferred taxes recognized in the accompanying consolidated balance sheets at December 31, 2012 and 2011 are as follows (in thousands):

	Year Ended December 31,
	2012			2011
Net operating losses	$	94,096		$	81,848
Book/tax differences in deferred income		2,101			1,539
Book/tax differences in acquired assets		(47,739	)		(42,557	)
Total deferred tax asset		48,458			40,830
Valuation allowance		48,458			40,830
	$	—		$	—

The Company’s TRS subsidiaries had net operating loss carry-forwards for federal and state purposes of approximately $231.2 million and $198.6 million as of December 31, 2012 and 2011, respectively, to offset future taxable income. The estimated net operating loss carry-forwards will expire as follows:

Expiration Year	Net Operating Loss
2025	$	1,600
2026	$	5,600
2027	$	26,700
2028	$	44,900
2029	$	48,000
2030	$	39,700
2031	$	32,100
2032	$	32,600

The tax years 2010-2012 remain subject to examination by taxing authorities. The Company analyzed its material tax positions and determined that it has not taken any uncertain tax positions. In addition, the Company has determined that no significant differences exist between the total income tax expense or benefit and the amount computed by applying the statutory federal income rate to its TRS income before taxes without record to the impact of the valuation allowance.

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Assets Held for Sale (Tables)

12 Months Ended

Dec. 31, 2012

Properties Classified as Assets Held for Sale

As of December 31, 2012 and 2011, the Company classified four properties as assets held for sale which consists for the following (in thousands):

	2012		2011
Land and land improvements	$	2,874	$	1,412
Leasehold interests and improvements		2,157		1,253
Equipment		712		198
Total	$	5,743	$	2,863

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Stockholders' Equity - Additional Information (Detail) (USD $)	1 Months Ended	3 Months Ended					12 Months Ended
	Aug. 31, 2012	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Aug. 02, 2012
Stockholders Equity Note [Line Items]
Estimated net asset value per share										$ 7.31
Offering proceeds								$ 187,555,000	$ 333,346,000
Common stock shares								26,300,000
Minimum percentage of value per share under dividend reinvestment plan with respect to fair value of common stock							95.00%
Distribution Reinvestment Plan price per share								$ 9.50
Dollar value of shares in offering pursuant to Distribution Reinvestment Plan								250,000,000
Minimum distribution as a percentage of REIT taxable income							90.00%	90.00%	90.00%
Declared and paid distributions							163,700,000	188,400,000	163,900,000
Declared and paid distributions, per share							$ 0.5252	$ 0.6252	$ 0.6252
Distributions paid, percentage taxable		0.00%					0.00%	0.00%	0.30%
Return of capital ,percentage							100.00%	100.00%	99.70%
Approved redemption of shares	3,000,000	1,750,000	1,750,000	1,750,000	1,750,000	7,500,000
Minimum percentage of shares that may be redeemed							25.00%
Reinvestment Plan
Stockholders Equity Note [Line Items]
Minimum stock price as a percentage of estimated fair value							95.00%
Common stock issued, per share	$ 6.95
Discount on estimated fair value	5.00%
Offering proceeds							$ 69,000,000
Shares subscribed, shares							8,300,000

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Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity

16. Stockholders’ Equity:

Distribution Reinvestment Plan —In 2011 the Company completed its final offering and filed a registration statement on Form S-3 under the Security Exchange Act of 1933, as amended, to register the sale of up to an additional $250 million (26.3 million shares of common stock at $9.50 per share) under its Distribution Reinvestment Plan (“DRP”). In accordance with the DRP, in the event that the Company’s Board of Directors determines a new estimated fair value of its common stock, shares of the Company’s common stock would thereafter be sold pursuant to the DRP at a price determined by the Board of Directors, which price shall not be less than 95% of the estimated fair value of a share of the Company’s common stock. On August 1, 2012, in order to comply with requirements that became applicable once the Company completed its offerings, the Company’s Board of Directors determined its estimated net asset value (“NAV”) per share was $7.31. Accordingly, effective August 9, 2012, under the DRP, beginning with reinvestments made after August 9, 2012, and until the Company announces a new price, the DRP shares will be offered at $6.95 per share, which represents a 5% discount to the new estimated fair value of $7.31 per share. For the year ended December 31, 2012, the Company received aggregate proceeds of approximately $69.0 million (representing 8.3 million shares) through its DRP.

Distributions- In order to qualify as a REIT for federal income tax purposes, the Company must, among other things, make distributions each taxable year equal to at least 90.0% of its REIT taxable income. The Company intends to make regular distributions, and the Board of Directors currently intends to declare and pay distributions on a quarterly basis. For the years ended December 31, 2012, 2011 and 2010, the Company declared and paid distributions of approximately $163.7 million ($0.5252 per share), $188.4 million ($0.6252 per share) and $163.9 million ($0.6252 per share), respectively.

For the years ended December 31, 2012, 2011 and 2010, approximately 0.0%, 0.0% and 0.3%, respectively, of the distributions paid to the stockholders were considered taxable income and approximately 100.0%, 100.0% and 99.7%, respectively, were considered a return of capital for federal income tax purposes, respectively. No amounts distributed to stockholders for the years ended December 31, 2012, 2011 and 2010 were required to be or have been treated as a return of capital for purposes of calculating the stockholders’ return on their invested capital as described in the advisory agreement.

Redemption of Shares —The Company redeems shares pursuant to its redemption plan, which is designed to provide eligible stockholders with limited interim liquidity by enabling them to sell shares back to the Company prior to any listing of its shares. There is currently a sizable backlog and a waiting list for redemption requests and stockholders will likely wait a long period of time to have their shares redeemed, if ever.

Beginning in the second fiscal quarter of 2010, the Company’s Board of Directors determined that redemptions under its DRP would be limited to $7.5 million per calendar quarter. Effective for the first quarter of 2012, the Company’s Board of Directors approved redemptions of up to $1.75 million per calendar quarter. For shareholders redeemed prior to August 1, 2012, the redemption price per share was a percentage of the offering price; and the applicable percentage was based on the number of years the stockholder held the shares as of the date of the redemption request (the “Redemption Percentage”).

On August 9, 2012, the Company’s Board determined that the estimated NAV per share was $7.31. The Company executed the Third Amended and Restated Redemption Plan (the “Redemption Plan”) to revise the redemption price so that for those shares redeemed after August 1, 2012, the redemption price per share would be based on the applicable Redemption Percentage of the Company’s estimated value per share on the date the redemption was effected. Pursuant to the DRP, shareholders may not request redemption of less than 25% of their shares.

In addition, on August 9, 2012, the Board of Directors approved an increase of the redemption amount to the lesser of (i) $3.0 million per calendar quarter or (ii) the amount of aggregate proceeds available under the Company’s DRP, effective as of the third quarter of 2012.

The following details the Company’s redemptions for the years ended December 31, 2012 and 2011 (in thousands except per share data).

	First			Second			Third			Fourth			Full Year
2012 Quarters
Requests in queue		6,419			7,763			8,512			8,856			6,419
Redemptions requested		1,574			1,010			1,064			1,535			5,183
Shares redeemed:
Prior period requests		(4	)		(177	)		(245	)		(98	)		(524	)
Current period request		(172	)		—			(158	)		(319	)		(649	)
Adjustments (1)		(54	)		(84	)		(317	)		(248	)		(703	)
Pending redemption requests (2)		7,763			8,512			8,856			9,726			9,726
Average price paid per share	$	9.92		$	9.92		$	7.31		$	7.30		$	8.06

	First			Second			Third			Fourth			Full Year
2011 Quarters
Requests in queue		3,595			4,036			5,328			6,016			3,595
Redemptions requested		1,227			2,133			1,475			1,170			6,005
Shares redeemed:
Prior period requests		(631	)		(500	)		(503	)		(609	)		(2,243	)
Current period request		(135	)		(256	)		(265	)		(158	)		(814	)
Adjustments (1)		(20	)		(85	)		(19	)		0			(124	)
Pending redemption requests (2)		4,036			5,328			6,016			6,419			6,419
Average price paid per share	$	9.79		$	9.83		$	9.83		$	9.80		$	9.81

FOOTNOTES:

(1) This amount represents redemption request cancellations and other adjustments.

(2) Requests that are not fulfilled in whole during a particular quarter will be redeemed on a pro rata basis to the extent funds are made available pursuant to the redemption plan.

XML

Summary of Earnings (Loss) from Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 2,067	$ 4,654	$ 4,405
Expenses	(2,802)	(5,816)	(1,814)
Depreciation and amortization	(285)	(929)	(2,244)
Impairment provision	(670)	(13,671)	(2,042)
Operating loss	(1,690)	(15,762)	(1,695)
Total other income (expense)	290	742	(696)
Discontinued operations	$ (1,400)	$ (15,020)	$ (2,391)

XML

Consolidating Statement of Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended									12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	$ (55,001)	[1]	$ 23,613	$ (19,942)	$ (24,743)	$ (32,008)	$ (1,239)	$ (15,733)	$ (20,630)	$ (76,073)	$ (69,610)	$ (81,889)
Other comprehensive income (loss)
Foreign currency translation adjustments										531	(585)	1,061
Changes in fair value of cash flow hedges
Unrealized loss arising during the period										(395)	(4,856)	(2,264)
Total other comprehensive income (loss)										1,791	(3,815)	(872)
Comprehensive income (loss)										(74,282)	(73,425)	(82,761)
Issuer
Condensed Financial Statements, Captions [Line Items]
Net income (loss)										(76,073)	(69,610)	(81,889)
Changes in fair value of cash flow hedges
Comprehensive income (loss)										(76,073)	(69,610)	(81,889)
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income (loss)										20,394	8,128	21,344
Changes in fair value of cash flow hedges
Comprehensive income (loss)										20,394	8,128	21,344
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income (loss)										27,657	9,535	(888)
Other comprehensive income (loss)
Foreign currency translation adjustments										531	(585)	1,061
Changes in fair value of cash flow hedges
Unrealized loss arising during the period										1,655	1,626	331
Amortization of loss on termination of cash flow hedges										(395)	(4,856)	(2,264)
Total other comprehensive income (loss)										1,791	(3,815)	(872)
Comprehensive income (loss)										29,448	5,720	(1,760)
Consolidating Adjustments
Condensed Financial Statements, Captions [Line Items]
Net income (loss)										(48,051)	(17,663)	(20,456)
Changes in fair value of cash flow hedges
Comprehensive income (loss)										(48,051)	(17,663)	(20,456)
Consolidated
Condensed Financial Statements, Captions [Line Items]
Net income (loss)										(76,073)	(69,610)	(81,889)
Other comprehensive income (loss)
Foreign currency translation adjustments										531	(585)	1,061
Changes in fair value of cash flow hedges
Unrealized loss arising during the period										1,655	1,626	331
Amortization of loss on termination of cash flow hedges										(395)	(4,856)	(2,264)
Total other comprehensive income (loss)										1,791	(3,815)	(872)
Comprehensive income (loss)										$ (74,282)	$ (73,425)	$ (82,761)

[1] Includes impact from out of period adjustments as described above. See "Footnote 2 - Significant Accounting Policies" for additional information.

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Distributions, declared and paid	$ 0.5252	$ 0.6252	$ 0.6252

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Real estate investment properties, net	$ 207,516	$ 210,866
Mortgages and other notes payable	$ 80,481	$ 82,376
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	200,000,000	200,000,000
Preferred stock, shares unissued	200,000,000	200,000,000
Excess shares, par value	$ 0.01	$ 0.01
Excess shares, shares authorized	120,000,000	120,000,000
Excess shares, shares unissued	120,000,000	120,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	337,213	328,884
Common stock, shares outstanding	316,371	309,215

XML

Variable Interest and Unconsolidated Entities

12 Months Ended

Dec. 31, 2012

Variable Interest and Unconsolidated Entities

9. Variable Interest and Unconsolidated Entities:

Consolidated VIEs - The Company has five wholly-owned subsidiaries, designed as single property entities to own and lease their respective properties to single tenant operators, which are VIEs due to potential future buy-out options held by the respective tenants. Three tenants’ buy-out options were exercisable as of December 31, 2012 and are exercisable through March 2026, the date of lease expiration. At December 31, 2012, the tenants have not elected to exercise the buy-out options. The remaining two buy-out options become exercisable in 2014. In addition, two other entities that hold the properties in which service providers have a significant variable interest were also determined to be VIEs. The Company determined it is the primary beneficiary and holds a controlling financial interest in each of these entities due to the Company’s power to direct the activities that most significantly impact the economic performance of the entities, as well as its obligation to absorb the losses and its right to receive benefits from these entities that could potentially be significant to these entities. As such, the transactions and accounts of these VIEs are included in the accompanying consolidated financial statements. At December 31, 2012, the Company had no changes to its five wholly-owned subsidiaries that were determined to be VIEs.

The aggregate carrying amount and major classifications of the consolidated assets that can be used to settle obligations of the VIEs and liabilities of the consolidated VIEs that are non-recourse to the Company are as follows (in thousands):

	December 31,
	2012		2011
Assets
Real estate investment properties, net	$	207,516	$	210,866
Other assets	$	39,618	$	31,319
Liabilities
Mortgages and other notes payable	$	80,481	$	82,376
Other liabilities	$	15,806	$	17,225

The Company’s maximum exposure to loss as a result of its involvement with these VIEs is limited to its net investment in these entities which totaled approximately $150.8 million and $142.6 million as of December 31, 2012 and 2011, respectively. The Company’s exposure is limited because of the non-recourse nature of the borrowings of the VIEs.

Unconsolidated Entities - The Company also holds ownership in five ventures, the DMC Partnership, the Intrawest Venture, CNLSun I Venture, CNLSun II Venture and CNLSun III Venture. Of these, the Intrawest Venture was deemed a VIE in which the Company is not the primary beneficiary. While several significant decisions are shared between the Company and its joint venture partners, the Company does not direct the activities that most significantly impact the venture’s performance and has not consolidated the activities of the venture. The Company’s maximum exposure to loss as a result of its interest in the Intrawest Venture is primarily limited to the carrying amount of its investment in the venture, which totaled approximately $23.5 million and $30.4 million as of December 31, 2012 and 2011, respectively.

In December 2012, in connection with an existing purchase option held by Sunrise Living Investments, Inc. (“Sunrise”) the Company’s venture partner on its three senior housing ventures, the Company entered into an agreement with Health Care REIT, Inc. (“HCN”), as result of a potential merger by HCN with Sunrise. Under the agreement, HCN and Sunrise will purchase the Company’s interests in the CNLSun I, CNLSun II and CNLSun III Ventures for an aggregate purchase price of approximately $198.5 million subject to adjustment based on the closing date and actual cash flow distribution (the “Joint Venture Dispositions”). The Joint Venture Dispositions was conditioned upon the merger of HCN with Sunrise, which was completed in January 2013. The Company expects the sale of these three ventures to close in mid-2013. For the years ended December 31, 2012 and 2011, the Company recorded aggregate equity in earnings (loss) of approximately $0.8 million and $(10.6) million, respectively, and received aggregate cash distributions of $26.1 million and $11.6 million, respectively, from CNLSun I, CNLSun II and CNLSun III Ventures. The Company did not own these three joint ventures during 2010.

In December 2012, the venture decided to sell seven destination retail properties held through the Intrawest Venture to third–party buyers. The properties are expected to be sold in 2013.

In August 2012, one of the DMC Partnership’s loans with an outstanding principal balance of approximately $13.0 million matured and the DMC Partnership refinanced the loan with a new third-party lender. The new loan bears interest at 30-day LIBOR plus 2.55% and matures on September 1, 2014.

The following tables present financial information for the Company’s unconsolidated entities for the years ended December 31, 2012, 2011 and 2010 and as of December 31, 2012 and 2011 (in thousands):

Summarized operating data:

	Year Ended December 31, 2012
	DMC Partnership			Intrawest Venture			CNLSun I Venture			CNLSun II Venture			CNLSun III Venture			Total
Revenue	$	27,858		$	—		$	137,897		$	37,301		$	43,087		$	246,143
Property operating expenses		(2,963	)		—			(87,910	)		(27,525	)		(29,131	)		(147,529	)
Depreciation and amortization		(9,040	)		—			(23,154	)		(4,991	)		(6,457	)		(43,642	)
Interest expense		(8,260	)		—			(32,615	)		(4,899	)		(5,858	)		(51,632	)
Interest and other income-(expense)		28			—			372			(368	)		28			60
Income (loss) from continuing operations		7,623			—			(5,410	)		(482	)		1,669			3,400
Discontinued Operations (5)		—			(5,568	)		—			—			—			(5,568	)
Net income (loss)	$	7,623		$	(5,568	)	$	(5,410	)	$	(482	)	$	1,669		$	(2,168	)
Loss allocable to other venture partners (1)	$	(1,810	)	$	(1,564	)(6)	$	(7,084	)	$	(407	)	$	(1,346	)	$	(12,210	)
Income (loss) allocable to the Company (1)		9,433			(4,004	)		1,674			(75	)		3,015			10,043
Amortization of capitalized costs		(471	)		(234	)		(2,610	)		(862	)		(345	)		(4,522	)
Equity in earnings (loss) of unconsolidated entities	$	8,962		$	(4,238	)	$	(936	)	$	(937	)	$	2,670		$	5,521
Distributions declared to the Company	$	11,345		$	3,096		$	15,709		$	5,094	(3)	$	7,776	(3)	$	43,020
Distributions received by the Company	$	11,353		$	2,725		$	15,665		$	5,189	(3)	$	5,256	(3)	$	40,188

Summarized operating data:

	Year Ended December 31, 2011
	DMC Partnership			Intrawest Venture			CNLSun I Venture (2)			CNLSun II Venture(2)			CNLSun III Venture (2)			Total
Revenue	$	27,481		$	—		$	127,479		$	14,439		$	9,297		$	178,696
Property operating expenses		(738	)		—			(86,554	)		(10,276	)		(7,938	)		(105,506	)
Depreciation and amortization		(8,935	)		—			(23,419	)		(2,255	)		(1,570	)		(36,179	)
Interest expense		(8,499	)		—			(31,728	)		(2,121	)		(1,367	)		(43,715	)
Interest and other income (expense)		29			—			(5,702	)		(899	)		(240	)		(6,812	)
Income (loss) from continuing operations		9,338			—			(19,924	)		(1,112	)		(1,818	)		(13,516	)
Discontinued Operations		—			(723	)		—			—			—			(723	)
Net income (loss)	$	9,338		$	(723	)	$	(19,924	)	$	(1,112	)	$	(1,818	)	$	(14,239	)
Loss allocable to other venture partners (1)	$	(1,954	)	$	(1,733	)(6)	$	(14,021	)	$	(333	)	$	(837	)	$	(18,878	)
Income (loss) allocable to the Company (1)		11,292			1,010			(5,903	)		(779	)		(981	)		4,639
Amortization of capitalized costs		(487	)		(234	)		(2,501	)		(323	)		(72	)		(3,617	)
Equity in earnings (loss) of unconsolidated entities	$	10,805		$	776		$	(8,404	)	$	(1,102	)	$	(1,053	)	$	1,022
Distributions declared to the Company	$	11,292		$	3,163		$	15,127		$	1,028		$	785		$	31,395
Distributions received by the Company	$	11,422		$	2,845		$	11,218		$	406		$	—		$	25,891

	Year Ended December 31, 2010
	DMC Partnership			Intrawest Venture			Total
Revenue	$	27,476		$	—		$	27,476
Property operating expenses		(549	)		—			(549	)
Depreciation and amortization		(8,654	)		—			(8,654	)
Interest expense		(8,702	)		—			(8,702	)
Interest and other income		37			—			37
Income (loss) from continuing operations		9,608			—			9,608
Discontinued Operations		—			(1,096	)		(1,096	)
Net income (loss)	$	9,608		$	(1,096	)	$	8,512
Loss allocable to other venture partners (1)	$	(1,655	)	$	(1,533	)(6)	$	(3,188	)
Income allocable to the Company (1)		11,263			437			11,700
Amortization of capitalized costs		(488	)		(234	)		(722	)
Equity in earnings of unconsolidated entities	$	10,775		$	203		$	10,978
Distributions declared to the Company	$	11,263		$	1,579		$	12,842
Distributions received by the Company	$	11,112		$	1,579		$	12,691

FOOTNOTES:

(1) Income is allocated between the Company and its partners using the HLBV method of accounting.

(2) Represents operating data from the date of acquisition through the end of period presented.

(3) Includes approximately $3.7 million and $3.3 million in distributions representing the Company’s respective preferred return on CNLSun II and CNLSun III ventures, respectively, in accordance with the venture agreements and approximately $1.5 million and $1.9 million in return of capital on CNLSun II and CNLSun III ventures, respectively, for the year ended December 31, 2012.

(4) During the year ended December 31, 2012, the DMC Partnership incurred approximately $2.3 million in acquisition costs relating to a potential acquisition that was ultimately not pursued.

(5) In connection with the proposed sale, the venture performed an impairment analysis and determined that the carrying value of one of the Intrawest Venture properties was higher than the expected net sales proceeds. As such the Company recorded an impairment provision of approximately $4.5 million which is included as part of discontinued operations for the year ended December 31, 2012.

(6) This amount represents the venture partner’s portion of interest expense on a loan which the partners made to the venture. These amounts are treated as distributions for purposes of the HLBV calculation.

Summarized balance sheet data

	As of December 31, 2012
	DMC			Intrawest			CNLSun I			CNLSun II			CNLSun III
	Partnership			Venture			Venture			Venture			Venture			Total
Real estate assets, net	$	236,200		$	—		$	593,745		$	122,171		$	162,668		$	1,114,784
Asset held for sale		—			84,278			—			—			—			84,278
Other assets		12,410			14,174			30,807			5,644			10,528			73,563
Mortgages and other notes payable		135,428			73,702			434,940			104,549			120,000			868,619
Other liabilities		5,089			15,459			20,173			6,096			10,668			57,485
Partners’ capital		108,093			9,291			169,439			17,170			42,528			346,521
Carrying amount of investment (1)		107,641			23,506			108,334			13,660			34,198			287,339
Company’s ownership percentage (1)		82.0	%		80.0	%		60.0	%		70.0	%		67.9	%

	As of December 31, 2011
	DMC			Intrawest			CNLSun I			CNLSun II			CNLSun III
	Partnership			Venture			Venture			Venture			Venture			Total
Real estate assets, net	$	241,606		$	90,748		$	614,548		$	126,488		$	164,642		$	1,238,032
Other assets		13,277			13,705			31,374			7,642			10,592			76,590
Mortgages and other notes payable		138,533			74,823			434,940			104,549			120,000			872,845
Other liabilities		4,633			12,746			21,258			4,586			5,693			48,916
Partners’ capital		111,717			16,884			189,724			24,995			49,541			392,861
Carrying amount of investment (1)		108,101			30,415			123,072			19,785			36,785			318,158
Company’s ownership percentage (1)		82.0	%		80.0	%		60.0	%		70.0	%		67.9	%

FOOTNOTE:

(1) As of December 31, 2012 and 2011, the Company’s share of partners’ capital determined under HLBV was approximately $265.3 million and $294.5 million, respectively, and the total difference between the carrying amount of the investment and the Company’s share of partners’ capital determined under HLBV was approximately $22.0 million and $23.6 million, respectively.

The Company’s maximum exposure to loss is primarily limited to the carrying amount of its investment in each of the unconsolidated entities. The unconsolidated entities have debt obligations totaling approximately $868.6 million and $872.8 million as of December 31, 2012 and 2011, respectively. If the Company engages in certain prohibited activities, there are circumstances which could trigger an obligation on the part of the Company with respect to a portion of this debt.

XML

Schedule of Future Obligations Under Ground Leases and Land Permits (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Operating Leased Assets [Line Items]
2013	$ 14,039
2014	14,039
2015	14,039
2016	13,890
2017	13,867
Thereafter	219,534
Total	$ 289,408

XML

Adviser and Former Adviser Earned Fees and Incurred Reimbursable Expenses (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Acquisition fees:
Acquisition fees from offering proceeds	$ 1,785	[1]	$ 7,244	[1]	$ 10,990	[1]
Acquisition fees from debt proceeds	5,235	[1]	22,009	[1]	1,535	[1]
Total	7,020	[1]	29,253	[1]	12,525	[1]
Asset management fees	35,725	[2]	31,802	[2]	26,808	[2]
Reimbursable expenses:
Offering costs			1,251	[3]	3,706	[3]
Acquisition costs	409	[3]	378	[3]	226	[3]
Operating expenses	8,002	[3]	11,419	[3]	9,254	[3]
Total	8,411	[3]	13,048	[3]	13,186	[3]
Total fees earned and reimbursable expenses	$ 51,156		$ 74,103		$ 52,519

[1] Acquisition fees are paid for services in connection with the selection, purchase, development or construction of real property. The fees are generally equal to 3.0% of gross offering proceeds from the sale of the Company's common stock including proceeds from shares sold under its Reinvestment Plan, and 3.0% of loan proceeds in connection with the incurrence of indebtedness, including the Company's pro-rata share of joint venture indebtedness.

[2] Asset management fees are equal to 0.08334% per month of the Company's real estate asset value, which is generally the amount actually paid or allocated to the purchase, development, construction or improvement of a property, and the outstanding principal amount of any mortgage note receivable as of the end of the preceding month.

[3] The Advisor and its affiliates are entitled to reimbursement of certain expenses incurred on behalf of the Company in connection with the Company's organization, offering, acquisitions, and operating activities. Pursuant to the advisory agreement, the Company will not reimburse the Advisor for any amount by which total operating expenses paid or incurred by the Company exceed the greater of 2.0% of average invested assets or 25.0% of net income (the "Expense Cap") in any expense year, as defined in the advisory agreement. For the expense years ended December 31, 2012, 2011 and 2010, operating expenses did not exceed the Expense Cap.

XML

Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Income Tax [Line Items]
Net operating loss carry-forwards	$ 231.2	$ 198.6

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Mar. 15, 2013	Jun. 30, 2012
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Trading Symbol	ck0001261159
Entity Registrant Name	CNL LIFESTYLE PROPERTIES INC
Entity Central Index Key	0001261159
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		316,346,704
Entity Public Float			$ 3,114,212,115

XML

Mortgages and Other Notes Receivable, net

12 Months Ended

Dec. 31, 2012

Mortgages and Other Notes Receivable, net

10. Mortgages and Other Notes Receivable, net:

As of December 31, 2012 and 2011, mortgages and other notes receivable consisted of the following (in thousands):

Borrower (Description of Collateral Property)	Date of Loan Agreement(s)		Maturity Date		Interest Rate			Accrued Interest		Loan Principal Balance as of December 31,
										2012			2011
Big Sky Resort (one ski resort) (3)		9/23/2008		9/1/2014		12.0	%	$	680	$	68,000		$	68,000
CMR Properties, LLC and CM Resort, LLC (one ski property) (2)		6/15/2010		9/30/2022		9.0% - 11.0%			765		16,537			15,670
Boyne USA, Inc. (four ski resorts) (3)		8/10/2009		9/1/2014		6.3% - 15.0%			3,392		18,081			18,173
Evergreen Alliance Golf Limited, L.P. (1)		11/12/2010		12/31/2016		LIBOR + 4.0	%		190		5,911			5,902
PARC Myrtle Waves, LLC (one attractions property)		2/10/2011		2/10/2021		7.5	%		225		9,000			9,000
Grand Prix Tampa, LLC (one attractions property)		7/31/2011		7/31/2016		8.5	%		49		3,490			3,530
Total								$	5,301	$	121,019		$	120,275
Accrued interest										$	5,301		$	3,364
Acquisition fees, net											109			753
Loan origination fees, net											—			(40	)
Loan loss provision (1)											(1,699	)		—
Total carrying amount										$	124,730		$	124,352

FOOTNOTES:

(1) In April 2012, the Company restructured a $6 million outstanding working capital line of credit receivable with a borrower that was having financial difficulties into a $6 million term loan. As part of the restructure, the Company reduced the interest rate from a fixed rate of 11% per annum to a rate of LIBOR plus 4% per annum and extended the maturity date from November 2013 to December 2016, with no payments of principal or interest required until January 2014. The borrower has an option to extend the maturity date to December 2021, subject to certain terms and conditions. The Company recorded a loan loss provision under this troubled debt restructure of approximately $1.7 million representing the difference between the expected future cash flows discounted at the original loan’s effective interest rate and the net carrying value of the loan. Additionally, as part of the restructure, any percentage rent received for certain of the golf facilities will be used to reduce the term loan until it is paid in full. As of December 31, 2012, percentage rent of approximately $0.1 million was recorded as a reduction to the term loan.

(2) In July 2012, the Company committed to advance an additional $0.8 million to one of its existing borrowers for property-related improvements. The $0.8 million loan has a fixed annual interest rate of 10.0% with monthly payments of interest only and matures on September 30, 2022. Concurrently, the Company extended the maturity of the existing borrower’s two other loans to be co-terminus with the $0.8 million loan from September 30, 2017 to September 30, 2022. As of December 31, 2012, the Company has funded approximately $0.7 million.

(3) In August 2012, the Company granted a two year extension on two of its existing loans, where the borrowers are affiliated, that matured in September 2012 with a new maturity date of September 1, 2014. All other terms of the loan remained substantially the same with the exception of no prepayment fees with 90 days notice.

The estimated fair market value of the Company’s mortgages and other notes receivable was approximately $121.0 million and $120.3 million as of December 31, 2012 and 2011, respectively, based on discounted cash flows for each individual instrument based on market interest rates as of December 31, 2012 and 2011, respectively. Because this methodology includes inputs that are not observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage and other notes receivable is categorized as Level 3 on the three-level valuation hierarchy. The fair value of accounts and other receivables approximates the carrying value as of December 31, 2012 and 2011 because of the relatively short maturities of the obligations.

As of December 31, 2012 and 2011, the Company had two outstanding loans to unrelated VIEs totaling approximately $16.5 million and $15.7 million, respectively, which represents the Company’s maximum exposure to loss related to these investments. The Company determined it is not the primary beneficiary of the VIEs because it does not have the ability to direct the activities that most significantly impact the economic performance of the entities.

The following is a schedule of future principal maturities for all mortgages and other notes receivable (in thousands):

2013	$	52
2014		86,133
2015		57
2016		11,133
2017		110
Thereafter		23,534
Total	$	121,019

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Schedule of Mortgages and Other Notes Payable (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Apr. 30, 2011	Apr. 05, 2011	Dec. 31, 2012 Libor Rate	Dec. 31, 2011 Libor Rate	Dec. 31, 2012 Canadian Dealer Offered Rate	Dec. 31, 2011 Canadian Dealer Offered Rate
Debt Instrument [Line Items]
Interest Rate				0.20%	0.30%	1.20%	1.20%
Loans extended maturity year	2017
Senior notes issued		$ 400,000	$ 400,000

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Components of Deferred Taxes (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Deferred Income Tax Asset [Line Items]
Net operating losses	$ 94,096	$ 81,848
Book/tax differences in deferred income	2,101	1,539
Book/tax differences in acquired assets	(47,739)	(42,557)
Total deferred tax asset	48,458	40,830
Valuation allowance	48,458	40,830
Total deferred tax asset, net

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Revenues:
Rental income from operating leases	$ 165,889		$ 171,008		$ 197,772
Property operating revenues	302,393		234,165		86,419
Interest income on mortgages and other notes receivable	12,997		12,963		15,832
Total revenues	481,279		418,136		300,023
Expenses:
Property operating expenses	241,381		196,035		78,616
Asset management fees to advisor	35,725	[1]	31,802	[1]	26,808	[1]
General and administrative	18,718		16,304		13,788
Ground lease and permit fees	14,482		14,575		12,506
Acquisition fees and costs	4,450		11,168		14,149
Other operating expenses	11,660		9,645		2,958
Bad debt expense	5,510		773		2,101
Loan loss provision	1,699				4,072
Impairment provision			3,199		24,838
Loss on lease terminations	25,177		7,193		54,699
Depreciation and amortization	135,272		122,156		123,979
Total expenses	494,074		412,850		358,514
Operating income (loss)	(12,795)		5,286		(58,491)
Other income (expense):
Interest and other income (expense)	1,200		(215)		2,673
Interest expense and loan cost amortization	(68,595)		(60,117)		(49,919)
Gain (loss) on extinguishment of debt	(4)		(566)		15,261
Equity in earnings of unconsolidated entities	5,521		1,022		10,978
Total other expense	(61,878)		(59,876)		(21,007)
Income (loss) from continuing operations	(74,673)		(54,590)		(79,498)
Discontinued operations	(1,400)	[2]	(15,020)	[3]	(2,391)
Net loss	$ (76,073)		$ (69,610)		$ (81,889)
Loss per share of common stock (basic and diluted)
Continuing operations	$ (0.24)		$ (0.18)		$ (0.30)
Discontinued operations	$ 0.00		$ (0.05)		$ (0.01)
Earnings (loss) per share	$ (0.24)		$ (0.23)		$ (0.31)
Weighted average number of shares of common stock outstanding (basic and diluted)	312,309		302,250		263,516

[1] Asset management fees are equal to 0.08334% per month of the Company's real estate asset value, which is generally the amount actually paid or allocated to the purchase, development, construction or improvement of a property, and the outstanding principal amount of any mortgage note receivable as of the end of the preceding month.

[2] The Company classified certain properties as assets held for sale and reclassified the results related to those properties to discontinued operations for all periods presented.

[3] Includes impact from out of period adjustments as described above. See "Footnote 2 - Significant Accounting Policies" for additional information.

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Real Estate Investment Properties, net

12 Months Ended

Dec. 31, 2012

Real Estate Investment Properties, net

4. Real Estate Investment Properties, net:

As of December 31, 2012 and 2011, real estate investment properties consisted of the following (in thousands):

	2012			2011
Land and land improvements	$	1,052,350		$	1,012,132
Leasehold interests and improvements		316,419			314,334
Buildings		847,940			718,470
Equipment		609,647			536,935
Less: accumulated depreciation and amortization		(649,999	)		(522,583	)
Total	$	2,176,357		$	2,059,288

For the years ended December 31, 2012, 2011 and 2010, the Company had depreciation and amortization expenses of approximately $129.0 million, $120.3 million and $122.6 million, respectively.

Real Estate Impairment. The Company tests the recoverability of its directly-owned real estate whenever events or changes in circumstances indicate that the carrying value of those assets may be impaired. The Company evaluates its carrying value of the properties for impairment based on the weighted analysis of the estimated undiscounted cash flows under the potential scenarios and the holding periods. As a result of the financial difficulties of a tenant in the Company’s golf sector and a decline in rental income for certain marina properties, the Company evaluated the carrying value of the properties for impairment and determined that the carrying value of some of the properties was not recoverable. As such, for the year ended December 31, 2011, the Company recorded an impairment provision of approximately $3.2 million on one golf facility. In addition, included in discontinued operations in 2011, the Company recorded an impairment provision of approximately $13.7 million on five golf facilities classified as assets held for sale. See Note 7. “Discontinued Operations” for additional information.

During 2010, the Company’s management determined that the property level performance of two waterpark hotel properties was not recovering as originally anticipated and that it was no longer in its best interest to fund debt service on the non-recourse loans encumbering the properties without a modification of the terms. Due to these circumstances, the Company evaluated the carrying values of the properties for impairment and determined that the carrying value of the assets were not recoverable. As such, for the year ended December 31, 2010, the Company recorded an impairment provision of approximately $24.8 million. In addition, included in discontinued operations in 2010, the Company recorded an impairment provision of approximately $2.0 million on one golf facility where the carrying value was deemed not fully recoverable.

The Company did not record any impairment provision for the year ended December 31, 2012.

Real Estate Sales. During the year ended December 31, 2012, the Company completed the sale of three golf facilities for approximately $1.5 million and recorded a gain of approximately $0.4 million on one golf facility. During the year ended December 31, 2011, the Company completed the sale of three attractions properties and one golf facility for approximately $21.0 million and recorded a gain of approximately $1.2 million on one attractions property. The gain from the sale of the properties has been recorded as a component of discontinued operations in the accompanying consolidated statements of operations for each respective period. In connection with the sale of two attractions properties, the Company received approximately $12.5 million in notes, which are collateralized by the properties. In connection with the sales of these properties, no gain or loss was recorded.

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Acquisitions

12 Months Ended

Dec. 31, 2012

Acquisitions

3. Acquisitions:

Consolidated Entities. During the year ended December 31, 2012, the Company acquired the following properties (in thousands):

		Date of	Purchase
Product/Description	Location	Acquisition	Price
Dogwood Forest of Alpharetta — One senior housing property	Georgia	4/30/2012	$	15,300
Dogwood Forest of Fayetteville — One senior housing property	Georgia	4/30/2012		12,900
Dogwood Forest of Gainesville — One senior housing property	Georgia	4/30/2012		38,800
Dogwood Forest of Eagles Landing — One senior housing property	Georgia	4/30/2012		12,800
Provision Living at Godfrey — One senior housing property	Illinois	5/7/2012		11,000
Amber Ridge Memory Care — One senior housing property	Illinois	6/29/2012		6,900
Amber Ridge Assisted Living — One senior housing property	Illinois	6/29/2012		3,600
The Lodge Assisted Living and Memory Care Community — One senior housing property	Nevada	6/29/2012		15,500
Rapids Waterpark — One attractions property	Florida	6/29/2012		51,850
Culpepper Place of Fayettteville —One senior housing property	Arkansas	11/30/2012		14,000
Dogwood Forest of Cumming—One senior housing property	Georgia	12/14/2012		7,500
			$	190,150

The ten senior housing properties are operated under management agreements with third-party management operators for a term of five to 10 years, with renewal options. The one attractions property is subject to a long-term triple-net lease for an initial term of 20 years with renewal options.

The following summarizes the allocation of the purchase price for the above properties and the estimated fair values of the assets acquired (in thousands):

	Total Purchase Price Allocation
Land and land improvements	$	30,099
Buildings		119,492
Equipment		26,398
In-place lease intangibles (1)		8,036
Trade name intangibles		4,434
Other assets		1,691
Net assets acquired	$	190,150

FOOTNOTE:

(1) The weighted-average amortization period for intangible in-place leases acquired was two years as of the date of acquisition.

The revenue and net operating income (loss) attributable to these newly acquired properties included in the Company’s consolidated statements of operations for the year ended December 31, 2012 were approximately $19.2 million and $(1.5) million, respectively.

The following table presents the unaudited pro forma results of operations of the Company as if each of the properties were acquired as of January 1, 2011 and owned during the years ended December 31, 2012 and 2011 (in thousands, except per share data):

	Unaudited
	Year Ended December 31,
	2012			2011
Revenues	$	497,260		$	449,792
Expenses (1)		507,059			443,008
Other expense		(61,878	)		(59,876	)
Net loss	$	(71,677	)	$	(53,092	)
Loss per share of common stock (basic and diluted)	$	(0.23	)	$	(0.18	)
Weighted average number of shares of common stock outstanding (basic and diluted)		312,309			302,250

FOOTNOTE:

(1) The pro formas for the year ended December 31, 2012, were adjusted to exclude approximately $1.6 million of acquisition related expenses incurred in 2012. The pro forma for the year ended December 31, 2011, were adjusted to include these charges.

During the year ended December 31, 2011, the Company acquired the following properties (in thousands):

		Date of	Purchase
Product/Description	Location	Acquisition	Price
The Omni Mount Washington Resort—	New Hampshire	8/12/2011	$	10,500
One golf facility, resort amenities and development land
Culpepper Place at Branson Meadows—	Missouri	8/31/2011		9,850
One senior housing property
Culpepper Place at Chesterfield Village—	Missouri	8/31/2011		12,200
One senior housing property
Culpepper Place of Nevada—	Missouri	8/31/2011		425
One senior housing property
Culpepper Place of Springdale—	Arkansas	8/31/2011		8,850
One senior housing property
Culpepper Place of Springfield—	Missouri	8/31/2011		7,725
One senior housing property
Culpepper Place of Jonesboro—	Arkansas	8/31/2011		7,950
One senior housing property
Town Center Village—	Oregon	8/31/2011		40,967
One senior housing property
Stevens Pass Mountain Resort—	Washington	11/17/2011		20,475
One ski and mountain lifestyle property
Grand Victorian of Pekin—	Illinois	12/29/2011		9,930
One senior housing property
Grand Victorian of Sterling—	Illinois	12/29/2011		9,700
One senior housing property
Grand Victorian of Washington—	Illinois	12/29/2011		11,120
One senior housing property
			$	149,692

The senior housing properties are operated under management agreements with third-party management operators for a term of five to 10 years, with renewal options. The ski and mountain lifestyle property is subject to a long-term triple-net lease with renewal options. The golf facility, resort amenities and development land were additional asset acquisitions at the Company’s Mount Washington Resort and as such are included under that management agreement.

The following summarizes the allocation of the purchase price for the above properties and the estimated fair values of the assets acquired (in thousands):

	Total Purchase Price Allocation
Land and land improvements	$	18,209
Leasehold interests and improvements		13,084
Buildings		104,351
Equipment		6,376
Intangibles – in-place leases (1)		7,672
Net assets acquired	$	149,692

FOOTNOTE:

(1) The weighted-average amortization period for intangible in-place leases acquired was 2.5 years.

The rental income and net operating income attributable to these newly acquired properties included in the Company’s consolidated statements of operations for the year ended December 31, 2011 were approximately $0.6 million and $2.4 million, respectively.

The following table presents unaudited pro forma results attributable to newly acquired properties as if:

• the Company owned each of the 2011 acquired properties as of January 1, 2010,

• the Company owned each of the 2010 acquired properties as of January 1, 2009, and

• the Company wholly-owned and consolidated the Great Wolf property, as of January 1, 2009 (in thousands, except per share data):

	Year Ended December 31,
	2011			2010			2009
Revenues	$	448,152		$	344,144		$	285,353
Net loss	$	(54,065	)	$	(79,018	)	$	(17,144	)
Loss per share of common stock (basic and diluted)	$	(0.18	)	$	(0.30	)	$	(0.07	)
Weighted average number of shares of common stock outstanding (basic and diluted)		302,250			263,516			235,873

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Related Party Arrangements

12 Months Ended

Dec. 31, 2012

Related Party Arrangements

15. Related Party Arrangements:

In 2011, the Company entered into an advisory agreement with CNL Lifestyle Advisor Corporation (the “Advisor”). The terms of this agreement are similar to the terms of the advisory agreement the Company had with its former advisor, CNL Lifestyle Company, LLC. The individuals who served as officers of the former advisor and directors of its managing member served in those capacities with the Advisor at the inception of the new agreement. Certain directors and officers of the Company hold similar positions with the Advisor and CNL Securities Corp., the managing dealer of the Company’s common stock offerings (the “Managing Dealer”).

For the years ended December 31, 2012, 2011 and 2010, the Advisor and former advisor collectively earned fees and incurred reimbursable expenses as follows (in thousands):

	Year Ended December 31,
	2012		2011		2010
Acquisition fees: (1)
Acquisition fees from offering proceeds	$	1,785	$	7,244	$	10,990
Acquisition fees from debt proceeds		5,235		22,009		1,535
Total		7,020		29,253		12,525
Asset management fees: (2)		35,725		31,802		26,808
Reimbursable expenses: (3)
Offering costs		—		1,251		3,706
Acquisition costs		409		378		226
Operating expenses		8,002		11,419		9,254
Total		8,411		13,048		13,186
Total fees earned and reimbursable expenses	$	51,156	$	74,103	$	52,519

FOOTNOTES:

(1) Acquisition fees are paid for services in connection with the selection, purchase, development or construction of real property. The fees are generally equal to 3.0% of gross offering proceeds from the sale of the Company’s common stock including proceeds from shares sold under its Reinvestment Plan, and 3.0% of loan proceeds in connection with the incurrence of indebtedness, including the Company’s pro-rata share of joint venture indebtedness.

(2) Asset management fees are equal to 0.08334% per month of the Company’s real estate asset value, which is generally the amount actually paid or allocated to the purchase, development, construction or improvement of a property, and the outstanding principal amount of any mortgage note receivable as of the end of the preceding month.

(3) The Advisor and its affiliates are entitled to reimbursement of certain expenses incurred on behalf of the Company in connection with the Company’s organization, offering, acquisitions, and operating activities. Pursuant to the advisory agreement, the Company will not reimburse the Advisor for any amount by which total operating expenses paid or incurred by the Company exceed the greater of 2.0% of average invested assets or 25.0% of net income (the “Expense Cap”) in any expense year, as defined in the advisory agreement. For the expense years ended December 31, 2012, 2011 and 2010, operating expenses did not exceed the Expense Cap.

The Managing Dealer received fees and compensation in connection with the Company’s third and final public offering of common stock, which was completed on April 9, 2011. For the years ended December 31, 2012, 2011 and 2010, the Company incurred the following fees to related parties in connection with shares sold in that offering (in thousands):

	Year Ended December 31,
	2012		2011		2010
Selling commissions	$	—	$	12,855	$	23,141
Marketing support fee and due diligence expense reimbursements		—		5,520		9,931
Total	$	—	$	18,375	$	33,072

Amounts due to affiliates for fees and expenses described above are as follows (in thousands):

	As of December 31,
	2012		2011
Due to the Advisor and its affiliates:
Offering expenses	$	—	$	24
Asset management fees		14		—
Operating expenses		509		619
Acquisition fees and expenses		463		477
Total	$	986	$	1,120

The Company also maintains accounts at a bank in which the Company’s chairman and vice-chairman serve as directors. The Company had deposits at that bank of approximately $5.5 million and $4.4 million as of December 31, 2012 and December 31, 2011, respectively.

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Indebtedness

12 Months Ended

Dec. 31, 2012

Indebtedness

11. Indebtedness:

Mortgages and Other Notes Payable - As of December 31, 2012 and 2011, the Company had the following indebtedness (in thousands):

					Principal Balance as of December 31,
	Collateral & Approximate Carrying Value of Collateral at December 31, 2012	Interest Rate	Maturity Date		2012				2011
Variable rate debt:
Mortgage debt	1 multi-family residential property, $93.5 million	30 day LIBOR + 1.3% (1)	1/2/2016		$	62,856			$	64,664
Mortgage debt	1 hotel property, $78.7 million	30 day LIBOR + 3.0% (1)	8/28/2016			25,000				25,000
Mortgage debt	1 ski and mountain lifestyle property, $22.3 million	30 day LIBOR + 3.3% (1)	9/1/2019			9,070				9,376
Mortgage debt	1 ski and mountain lifestyle property, $36.9 million	CDOR + 3.8% (1)	11/30/2014			18,434				18,585
Mortgage debt	1 ski and mountain lifestyle property, $34.7 million	30 day LIBOR + 4.5% (1)	12/31/2015			16,350				17,250
Mortgage debt	1 attractions property, $50.6 million	30 day LIBOR + 3.0% (1)	11/30/2015			21,000				—
		Total variable rate debt			$	152,710			$	134,875
Fixed rate debt:
Mortgage debt	1 golf property, $7.6 million	7.3%	3/1/2016			5,418				5,543
Mortgage debt	19 golf properties and 1 sky lift attraction property, $214.4 million	6.1%	2/5/2017			88,146				91,114
Mortgage debt	7 senior housing properties, $96.7 million	4.35% - 4.5%	10/15/2018			60,631				52,808
Mortgage debt	1 attractions lifestyle property, $31.2 million	6.8%	9/28/2016			19,639				19,950
Fixed rate debt (continued):
Mortgage debt	5 ski and mountain lifestyle properties, $197.0 million	6.1%		4/5/2017				92,003				95,922
Mortgage debt	2 hotel properties, $58.2 million(4)	6.1%		3/1/2016				50,635				53,168
Mortgage debt	3 marina properties, $37.9 million	6.3% - 6.5%		9/1/2016 – 12/1/2016				12,560				13,107
Mortgage debt	3 Senior Housing properties, $28.3 million	4.4% (2)		10/5/2018				17,205				—
Mortgage debt	1 Ski and mountain resort lifestyle property, $19.9 million	6.0% (2)		4/5/2017				13,036				—
Mortgage debt	1 attraction property, $112.3 million	6.0%		4/30/2018				44,552				—
Mortgage debt	4 Senior Housing properties, $75.9 million	3.79%		7/1/2019				46,499				—
Seller financing	3 ski and mountain lifestyle properties, $110.3 million	8.0% - 9.5%		12/31/2014				34,600				52,000
Mortgage debt	1 attractions property, $25.2 million	6.1% - 6.4%		11/1/2023 – 4/1/2025				11,602				12,661
Senior notes	$1,088.5 million(3)	7.3%		4/15/2019				396,550				396,550
				Total fixed rate debt			$	893,076			$	792,823
				Total debt			$	1,045,786			$	927,698
				Discount				(2,684	)			(3,061	)
				Total			$	1,043,102			$	924,637

FOOTNOTES:

(1) The 30-day LIBOR rate was approximately 0.2% and 0.3% as of December 31, 2012 and 2011, respectively. The 30-day CDOR rate was approximately 1.2% as of December 31, 2012 and 2011.

The Company has entered into interest rate swaps for these variable rate debts. See Note 12. “Derivative instruments and Hedging Activities” for additional information.

(2) These loans are cross-collateralized with the collateral of two of the Company’s existing loans, which resulted in an extension of maturity to year 2017.

(3) In April 2011, the Company issued $400.0 million senior notes which are guaranteed by certain of its lifestyle properties. See “Item 2 – Properties” for additional information.

(4) In October 2011, the Company completed a troubled debt restructure of its non-recourse mortgage loan encumbering two waterpark hotel properties with an original outstanding principal balance of approximately $61.9 million. Under the terms of the restructure the Company agreed to make an investment of approximately $10.5 million (“Additional GW Investment”) of which approximately $5.7 million was used to pay down the original principal and approximately $4.8 million is reserve for capital improvements. Under a troubled debt restructure, the debt is recorded at an amount equal to the total cash payments, including both principal and interest, under the new terms. The $53.2 million in the table above as of December 31, 2011 represents the total cash payments under the new debt. In connection with the restructuring, the Company recorded loss on extinguishment of debt of approximately $1.0 million primarily related to legal costs incurred in connection with the troubled debt restructure, which has been included in the accompanying consolidated statements of operations.

The Company received a three-year extension on the maturity of the debt to March 1, 2016. The lender agreed to forgive $14.0 million in principal and converted $7.2 million in principal to the right to receive payments subject to future performance of the properties. Monthly interest-only payments on $35.0 million in principal at the rate of 6.08% are payable through August 1, 2012 at which time the loan will be subject to a 25-year period amortization.

Payments on the $7.2 million contingent principal will have an interest rate of 6.1% and is subordinate to the Company first receiving an amount equal to $8.8 million of the Additional GW Investment plus a return of 9.0%. Once this occurs the lender will have the right to receive 50.0% of the net cash flows from the properties as defined in the agreement. At maturity, the lender will have the opportunity to receive any unpaid portion of the $7.2 million contingent principal plus interest based on the appraised value at that time.

Senior Notes - On April 5, 2011, the Company issued $400.0 million in senior notes (the “Senior Notes”), which were sold at an offering price of 99.249% of par value, resulting in net proceeds to the Company of approximately $388.0 million, net of transaction costs. Approximately $210.1 million in proceeds from the Senior Notes was used to refinance existing indebtedness including the pay-down of the Company’s line of credit. The remaining proceeds has been, and will be used, for acquisitions of additional properties and general corporate purposes. The Senior Notes mature on April 15, 2019, and bear interest at a rate of 7.25% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year beginning on October 15, 2011. The senior notes were sold at a discount with an effective rate of 7.389%.

The terms of the indenture governing the Senior Notes, among other things, place certain limitations on the Company’s and certain of its subsidiaries, ability to (i) transfer and sell assets; (ii) pay dividends or make certain distributions, buy subordinated indebtedness or securities or make certain other restricted payments; (iii) incur or guarantee additional indebtedness or issue preferred stock; (iv) incur dividend or other payment restrictions affecting restricted subsidiaries; (v) merge, consolidate or sell all or substantially all of the Company’s assets; (vi) enter into certain transactions with affiliates; or (vii) engage in business other than a business that is the same or similar to the Company’s current business or a reasonably related extension thereof. These covenants are subject to a number of limitations and exceptions that are described in the indenture. Additionally, the indenture require the Company to maintain, at all times, total unencumbered assets of not less than 150% of the aggregate principal amount of our consolidated unsecured indebtedness. As of December 31, 2012, the Company was in compliance with the Senior Notes covenants.

At any time prior to April 15, 2014, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the senior notes at a redemption price equal to 107.3% of the principal amount. At any time prior to April 15, 2015, the Company may redeem all or part of the senior notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem some or all of the senior notes on or after April 15, 2015, at redemption prices set forth in the indenture, together with accrued and unpaid interest.

On October 4, 2011, the Company repurchased, at a discount, the face value of approximately $3.5 million and recorded approximately $0.6 million in gain, reducing its liability in the senior notes.

Line of Credit - In August 2012, the Company refinanced its revolving line of credit with a new revolving credit facility with total borrowing capacity of $125.0 million, of which $95.0 million was drawn as of December 31, 2012. The new revolving credit facility bears interest (a) between LIBOR plus 3.0% and LIBOR plus 3.75% or (b) between a base rate (the greater of the prime rate and the federal funds rate) plus 2.0% and a base rate plus 2.75%; both LIBOR and base rate pricing are contingent upon certain leverage ratios. The new revolving credit facility matures in August 2015 and is collateralized by certain of the Company’s lifestyle properties. The facility contains customary affirmative financial covenants and ratios including fixed charge coverage ratio, leverage ratio, interest coverage ratio and debt to total asset ratio. As of December 31, 2012, the Company was in compliance with the aforementioned financial covenants and ratios.

The following is a schedule of future principal payments and maturities for all indebtedness (in thousands):

2013	$	19,621
2014		72,816
2015		150,944
2016		170,018
2017		165,189
Thereafter		562,198
Total	$	1,140,786

As of December 31, 2012, four of the Company’s loans require it to meet certain customary financial covenants and ratios including fixed charge coverage ratio, leverage ratio, interest coverage ratio and debt to total asset ratio, with which the Company was in compliance. The Company’s other long-term borrowings are not subject to any significant financial covenants.

The estimated fair values of mortgages and other notes payable and the line of credit are based on rates and spreads the Company would expect to obtain for similar borrowings with similar loan terms. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage notes payable is categorized as Level 3 on the three-level valuation hierarchy. The estimated fair values of the senior notes are determined based on prices traded for similar or identical instruments in active or inactive markets and is categorized as level 2 on the three-level valuation hierarchy. The estimated fair value of accounts payable and accrued expenses approximates the carrying value as of December 31, 2012 and 2011 because of the relatively short maturities of the obligations.

The following table summarizes the carrying value and the estimated fair value of the Company’s indebtedness (in thousands).

	As of December 31,
	2012				2011
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Mortgages and other notes payable (level 3)	$	649,002	$	647,869	$	530,855	$	450,091
Line of credit (level 3)		95,000		95,000		—		—
Senior notes (level 2)		394,100		385,645		393,782		396,996
Total		1,138,102		1,128,514		924,637		847,087

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Derivative Instruments and Hedging Activities - Additional Information (Detail) (Interest Rate Swap)	12 Months Ended
	Dec. 31, 2012 Derivative
Interest Rate Swap
Derivative [Line Items]
Number of interest rate swaps	5

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Operating Leases

12 Months Ended

Dec. 31, 2012

Operating Leases

7. Operating Leases:

As of December 31, 2012, the Company leased 73 properties under long-term, triple-net leases to third-parties. The following is a schedule of future minimum lease payments to be received under the non-cancellable operating leases with third-parties at December 31, 2012 excluding properties that the Company classified as assets held for sale (in thousands):

2013	$	121,196
2014		123,965
2015		126,810
2016		128,892
2017		130,010
Thereafter		1,359,716
Total	$	1,990,589

Under a triple-net lease, the tenant is responsible for paying percentage rent and capital improvement reserve rent. Capital improvement reserves are generally based on a percentage of gross revenue of the property and are set aside by the Company for capital improvements including replacements, from time to time, of furniture, fixtures and equipment. Percentage rent is generally based on a percentage of gross revenue after it exceeds a certain threshold. Total percentage rent recorded was approximately $1.9 million, $1.3 million and $1.0 million the years ended December 31, 2012, 2011 and 2010, respectively. Capital improvement reserve revenues are generally based on a percentage of gross revenue at the property and totaled approximately $23.5 million, $22.7 million and $24.2 million for the years ended December 31, 2012, 2011 and 2010, respectively. In addition, substantially all of the property expenses are required to be paid directly by the tenants, including real estate taxes which the tenants pay directly to the taxing authorities. The total annualized property taxes assessed on these properties, and paid directly by tenants, were approximately $12.7 million, $12.3 million and $17.7 million, for the years ended December 31, 2012, 2011 and 2010, respectively.

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Schedule of Real Estate Investment Properties (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Real Estate Properties [Line Items]
Less: accumulated depreciation and amortization	$ (649,999)	$ (522,583)
Real estate investment properties, net	2,176,357	2,059,288
Land and Land Improvements
Real Estate Properties [Line Items]
Real estate investment properties, Total	1,052,350	1,012,132
Leasehold Interests And Improvements
Real Estate Properties [Line Items]
Real estate investment properties, Total	316,419	314,334
Buildings
Real Estate Properties [Line Items]
Real estate investment properties, Total	847,940	718,470
Equipment
Real Estate Properties [Line Items]
Real estate investment properties, Total	$ 609,647	$ 536,935

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Subsequent Events - Additional Information (Detail) (Dividend Declared, USD $)	1 Months Ended
	Mar. 31, 2013
Dividend Declared
Subsequent Event [Line Items]
Declared distributions	$ 0.10625

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Assets Held for Sale

12 Months Ended

Dec. 31, 2012

Assets Held for Sale

5. Assets Held for Sale:

As of December 31, 2012 and 2011, the Company classified four properties as assets held for sale which consists for the following (in thousands):

	2012		2011
Land and land improvements	$	2,874	$	1,412
Leasehold interests and improvements		2,157		1,253
Equipment		712		198
Total	$	5,743	$	2,863

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Intangible Assets, net

12 Months Ended

Dec. 31, 2012

Intangible Assets, net

6. Intangible Assets, net:

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of December 31, 2012 and 2011 are as follows (in thousands):

Intangible Assets	Gross Carrying Amount		Accumulated Amortization			2012 Net Book Value
In-place leases	$	29,921	$	(9,742	)	$	20,179
Trade name		10,798		(1,535	)		9,263
Trade name		6,015		—			6,015
Total	$	46,734	$	(11,277	)	$	35,457

Intangible Assets	Gross Carrying Amount		Accumulated Amortization			2011 Net Book Value
In-place leases	$	24,538	$	(4,699	)	$	19,839
Trade name		10,798		(1,281	)		9,517
Trade name		1,581		—			1,581
Total	$	36,917	$	(5,980	)	$	30,937

Amortization expense was approximately $6.3 million, $1.9 million and $1.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. The Company wrote off approximately $2.5 million, $0.2 million and $5.5 million of in-place lease intangibles related to lease terminations for the years ended December 31, 2012, 2011 and 2010, respectively, which are included as part of loss on lease terminations in the accompanying consolidated statements of operations.

The estimated future amortization expense for the Company’s finite-lived intangible assets, as of December 31, 2012 is as follows (in thousands):

2013	$	7,347
2014		4,538
2015		1,244
2016		995
2017		992
Thereafter		14,326
Total	$	29,442

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Discontinued Operations

12 Months Ended

Dec. 31, 2012

Discontinued Operations

8. Discontinued Operations:

The Company classified the revenues and expenses related to all real estate properties sold and all real estate properties considered as assets held for sales which were not accounted for under the equity method of accounting as of December 31, 2012, as discontinued operations in the accompanying consolidated statements of operations. The following table is a summary of earnings (loss) from discontinued operations for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	2012			2011			2010
Revenues	$	2,067		$	4,654		$	4,405
Expenses		(2,802	)		(5,816	)		(1,814	)
Depreciation and amortization		(285	)		(929	)		(2,244	)
Impairment provision		(670	)		(13,671	)		(2,042	)
Operating loss		(1,690	)		(15,762	)		(1,695	)
Total other income (expense)		290			742			(696	)
Discontinued operations	$	(1,400	)	$	(15,020	)	$	(2,391	)

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Intangible Assets Net - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Intangible Assets Disclosure [Line Items]
Amortization of intangible assets	$ 6.3	$ 1.9	$ 1.4
Write off lease intangibles related to lease terminations	$ 2.5	$ 0.2	$ 5.5

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Summary of Terms and Fair Value of Derivative Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011
Derivative [Line Items]
Strike	6.40%
1.9%
Derivative [Line Items]
Notional Amount	$ 62,856
Strike	1.90%	[1]
Credit Spread	1.30%	[1]
Trade Date	Dec. 06, 2010
Maturity Date	Jan. 02, 2016
Fair Value Liability	(2,423)		(2,129)
3.6%
Derivative [Line Items]
Notional Amount	9,070
Strike	3.60%	[1]
Credit Spread	3.30%	[1]
Trade Date	Sep. 28, 2009
Maturity Date	Sep. 01, 2019
Fair Value Liability	(1,238)		(1,136)
2.7%
Derivative [Line Items]
Notional Amount	18,434	[2]
Strike	2.70%	[1],[2]
Credit Spread	3.80%	[1]
Trade Date	Dec. 01, 2009
Maturity Date	Dec. 01, 2014
Fair Value Liability	(460)		(796)
2.2%
Derivative [Line Items]
Notional Amount	16,350
Strike	2.20%	[1]
Credit Spread	4.50%	[1]
Trade Date	Jan. 13, 2011
Maturity Date	Dec. 31, 2015
Fair Value Liability	(761)		(762)
1.3%
Derivative [Line Items]
Notional Amount	25,000
Strike	1.30%	[1]
Credit Spread	3.00%	[1]
Trade Date	Aug. 30, 2011
Maturity Date	Aug. 28, 2016
Fair Value Liability	$ (716)		$ (361)

[1] The strike rate does not include the credit spread on each of the notional amounts.

[2] The Company swapped the interest rate on its $20.0 million loan denominated in Canadian dollars to a fixed interest rate of 6.4%. The notional amount has been converted from Canadian dollars to U.S. dollars at an exchange rate of 1.00 and 0.98 Canadian dollars for $1.00 U.S. dollar on December 31, 2012 and 2011, respectively.

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Operating Leases - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Leases	Dec. 31, 2011	Dec. 31, 2010
Schedule of Operating Leases [Line Items]
Properties leased under long-term, triple-net leases to third-parties	73
Triple-net lease, total percentage rent	$ 1.9	$ 1.3	$ 1.0
Triple-net lease, capital improvement reserve rent	23.5	22.7	24.2
Total annualized property taxes	$ 12.7	$ 12.3	$ 17.7

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Commitments and Contingencies [Line Items]
Ground leases and land permit fees	$ 14,482	$ 14,575	$ 12,506

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Gross Carrying Amount and Accumulated Amortization of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 46,734	$ 36,917
Accumulated Amortization	(11,277)	(5,980)
Total	35,457	30,937
Intangibles - in - place leases
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	29,921	24,538
Accumulated Amortization	(9,742)	(4,699)
Total	20,179	19,839
Trade name intangibles
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	10,798	10,798
Accumulated Amortization	(1,535)	(1,281)
Total	9,263	9,517
Trade Name 1
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,015	1,581
Total	$ 6,015	$ 1,581

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Estimated Net Operating Loss Carry-Forwards (Detail) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forwards	$ 231,200,000	$ 198,600,000
2025
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forwards		1,600
2026
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forwards		5,600
2027
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forwards		26,700
2028
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forwards		44,900
2029
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forwards		48,000
2030
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forwards		39,700
2031
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forwards		32,100
2032
Operating Loss Carryforwards [Line Items]
Net operating loss carry-forwards		$ 32,600

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Acquired Properties

Consolidated Entities. During the year ended December 31, 2012, the Company acquired the following properties (in thousands):

		Date of	Purchase
Product/Description	Location	Acquisition	Price
Dogwood Forest of Alpharetta — One senior housing property	Georgia	4/30/2012	$	15,300
Dogwood Forest of Fayetteville — One senior housing property	Georgia	4/30/2012		12,900
Dogwood Forest of Gainesville — One senior housing property	Georgia	4/30/2012		38,800
Dogwood Forest of Eagles Landing — One senior housing property	Georgia	4/30/2012		12,800
Provision Living at Godfrey — One senior housing property	Illinois	5/7/2012		11,000
Amber Ridge Memory Care — One senior housing property	Illinois	6/29/2012		6,900
Amber Ridge Assisted Living — One senior housing property	Illinois	6/29/2012		3,600
The Lodge Assisted Living and Memory Care Community — One senior housing property	Nevada	6/29/2012		15,500
Rapids Waterpark — One attractions property	Florida	6/29/2012		51,850
Culpepper Place of Fayettteville —One senior housing property	Arkansas	11/30/2012		14,000
Dogwood Forest of Cumming—One senior housing property	Georgia	12/14/2012		7,500
			$	190,150

During the year ended December 31, 2011, the Company acquired the following properties (in thousands):

		Date of	Purchase
Product/Description	Location	Acquisition	Price
The Omni Mount Washington Resort—	New Hampshire	8/12/2011	$	10,500
One golf facility, resort amenities and development land
Culpepper Place at Branson Meadows—	Missouri	8/31/2011		9,850
One senior housing property
Culpepper Place at Chesterfield Village—	Missouri	8/31/2011		12,200
One senior housing property
Culpepper Place of Nevada—	Missouri	8/31/2011		425
One senior housing property
Culpepper Place of Springdale—	Arkansas	8/31/2011		8,850
One senior housing property
Culpepper Place of Springfield—	Missouri	8/31/2011		7,725
One senior housing property
Culpepper Place of Jonesboro—	Arkansas	8/31/2011		7,950
One senior housing property
Town Center Village—	Oregon	8/31/2011		40,967
One senior housing property
Stevens Pass Mountain Resort—	Washington	11/17/2011		20,475
One ski and mountain lifestyle property
Grand Victorian of Pekin—	Illinois	12/29/2011		9,930
One senior housing property
Grand Victorian of Sterling—	Illinois	12/29/2011		9,700
One senior housing property
Grand Victorian of Washington—	Illinois	12/29/2011		11,120
One senior housing property
			$	149,692

Summary of Purchase Price Allocation

The following summarizes the allocation of the purchase price for the above properties and the estimated fair values of the assets acquired (in thousands):

	Total Purchase Price Allocation
Land and land improvements	$	30,099
Buildings		119,492
Equipment		26,398
In-place lease intangibles (1)		8,036
Trade name intangibles		4,434
Other assets		1,691
Net assets acquired	$	190,150

FOOTNOTE:

(1) The weighted-average amortization period for intangible in-place leases acquired was two years as of the date of acquisition.

The following summarizes the allocation of the purchase price for the above properties and the estimated fair values of the assets acquired (in thousands):

	Total Purchase Price Allocation
Land and land improvements	$	18,209
Leasehold interests and improvements		13,084
Buildings		104,351
Equipment		6,376
Intangibles – in-place leases (1)		7,672
Net assets acquired	$	149,692

FOOTNOTE:

(1) The weighted-average amortization period for intangible in-place leases acquired was 2.5 years.

Properties Acquired, Pro forma Results of Operations

The following table presents the unaudited pro forma results of operations of the Company as if each of the properties were acquired as of January 1, 2011 and owned during the years ended December 31, 2012 and 2011 (in thousands, except per share data):

	Unaudited
	Year Ended December 31,
	2012			2011
Revenues	$	497,260		$	449,792
Expenses (1)		507,059			443,008
Other expense		(61,878	)		(59,876	)
Net loss	$	(71,677	)	$	(53,092	)
Loss per share of common stock (basic and diluted)	$	(0.23	)	$	(0.18	)
Weighted average number of shares of common stock outstanding (basic and diluted)		312,309			302,250

FOOTNOTE:

(1) The pro formas for the year ended December 31, 2012, were adjusted to exclude approximately $1.6 million of acquisition related expenses incurred in 2012. The pro forma for the year ended December 31, 2011, were adjusted to include these charges.

The following table presents unaudited pro forma results attributable to newly acquired properties as if:

• the Company owned each of the 2011 acquired properties as of January 1, 2010,

• the Company owned each of the 2010 acquired properties as of January 1, 2009, and

• the Company wholly-owned and consolidated the Great Wolf property, as of January 1, 2009 (in thousands, except per share data):

	Year Ended December 31,
	2011			2010			2009
Revenues	$	448,152		$	344,144		$	285,353
Net loss	$	(54,065	)	$	(79,018	)	$	(17,144	)
Loss per share of common stock (basic and diluted)	$	(0.18	)	$	(0.30	)	$	(0.07	)
Weighted average number of shares of common stock outstanding (basic and diluted)		302,250			263,516			235,873

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Supplemental Consolidating Financial Statements (Tables)

12 Months Ended

Dec. 31, 2012

Impact of Revisions of Classification of intercompany financing on Cash Flows

The impact of these revisions (which eliminate in consolidation) are to increase (decrease) cash inflows from investing activities and increase (decrease) cash inflows from financing activities for the Issuer as follows (in thousands):

For the years ended:
December 31, 2011	$	(384,226	)
December 31, 2010	$	(114,389	)

Consolidating Balance Sheet

CONSOLIDATING BALANCE SHEET

As of December 31, 2012

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	1,066,297		$	1,110,060		$	—		$	2,176,357
Investments in unconsolidated entities		—			287,339			—			—			287,339
Investments in subsidiaries		2,061,102			1,208,475			2,684,880			(5,954,457	)		—
Cash		39,219			14,125			19,880			—			73,224
Mortgages and other notes receivable, net		—			38,987			121,190			(35,447	)		124,730
Deferred rent and lease incentives		—			86,752			22,755			—			109,507
Other assets		13,967			16,057			33,631			—			63,655
Restricted cash		46			20,009			20,261			—			40,316
Intangibles, net		—			16,481			18,976			—			35,457
Accounts and other receivables, net		—			11,939			9,761			—			21,700
Assets held for sale		—			5,743			—			—			5,743
Total Assets	$	2,114,334		$	2,772,204		$	4,041,394		$	(5,989,904	)	$	2,938,028
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	255,942		$	426,127		$	(33,067	)	$	649,002
Senior notes, net of discount		394,100			—			—			—			394,100
Line of credit		—			95,000			—			—			95,000
Other liabilities		—			23,533			23,912			—			47,445
Accounts payable and accrued expenses		7,857			12,306			22,281			(2,380	)		40,064
Due to affiliates		946			3			37			—			986
Total Liabilities		402,903			386,784			472,357			(35,447	)		1,226,597
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value per share		—			—			—			—			—
Excess shares, $.01 par value per share		—			—			—			—			—
Common stock, $.01 par value per share		3,164			—			—			—			3,164
Capital in excess of par value		2,803,346			5,389,388			7,846,451			(13,235,839	)		2,803,346
Accumulated earnings (deficit)		(154,211	)		313,032			338,888			(647,155	)		(149,446	)
Accumulated distributions		(940,868	)		(3,317,000	)		(4,608,641	)		7,928,537			(937,972	)
Accumulated other comprehensive loss		—						(7,661	)		—			(7,661	)
		1,711,431			2,385,420			3,569,037			(5,954,457	)		1,711,431
Total Liabilities and Stockholders’ Equity	$	2,114,334		$	2,772,204		$	4,041,394		$	(5,989,904	)	$	2,938,028

CONSOLIDATING BALANCE SHEET

As of December 31, 2011

	As of December 31, 2011
				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	1,103,655		$	955,633		$	—		$	2,059,288
Investments in unconsolidated entities		—			318,158			—			—			318,158
Investments in subsidiaries		2,140,835			901,750			1,148,688			(4,191,273	)		—
Cash		134,608			11,268			16,963			—			162,839
Mortgages and other notes receivable, net		—			88,567			118,474			(82,689	)		124,352
Deferred rent and lease incentives		—			70,744			24,237			—			94,981
Other assets		16,899			12,396			13,678			—			42,973
Restricted cash		91			20,295			17,491			—			37,877
Intangibles, net		—			18,881			12,056			—			30,937
Accounts and other receivables, net		1			12,438			7,242			—			19,681
Assets held for sale		—			2,863			—			—			2,863
Total Assets	$	2,292,434		$	2,561,015		$	2,314,462		$	(4,273,962	)	$	2,893,949
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	219,647		$	374,072		$	(62,864	)	$	530,855
Senior notes, net of discount		393,782			—			—			—			393,782
Other liabilities		—			24,961			21,093			—			46,054
Accounts payable and accrued expenses		7,562			6,200			38,221			(19,825	)		32,158
Due to affiliates		1,110			2			8			—			1,120
Total Liabilities		402,454			250,810			433,394			(82,689	)		1,003,969
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value per share		—			—			—			—			—
Excess shares, $.01 par value per share		—			—			—			—			—
Common stock, $.01 par value per share		3,092			—			—			—			3,092
Capital in excess of par value		2,743,972			4,421,126			4,509,517			(8,930,643	)		2,743,972
Accumulated earnings (deficit)		(78,138	)		292,638			311,231			(599,104	)		(73,373	)
Accumulated distributions		(778,946	)		(2,403,559	)		(2,930,228	)		5,338,474			(774,259	)
Accumulated other comprehensive loss		—			—			(9,452	)		—			(9,452	)
		1,889,980			2,310,205			1,881,068			(4,191,273	)		1,889,980
Total Liabilities and Stockholders’ Equity	$	2,292,434		$	2,561,015		$	2,314,462		$	(4,273,962	)	$	2,893,949

Consolidating Statement of Operations

CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2012

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	94,819		$	71,070		$	—		$	165,889
Property operating revenues		—			84,728			217,665			—			302,393
Interest income on mortgages and other notes receivable		—			10,031			12,699			(9,733	)		12,997
Total revenues		—			189,578			301,434			(9,733	)		481,279
Expenses:
Property operating expenses		—			72,200			169,181			—			241,381
Asset management fees to advisor		35,725			—			—			—			35,725
General and administrative		15,672			608			2,438			—			18,718
Ground lease and permit fees		—			9,559			4,923			—			14,482
Acquisition fees and costs		4,450			—			—			—			4,450
Other operating expenses		424			5,046			6,190			—			11,660
Bad debt expense		—			3,099			2,411			—			5,510
Loan loss provision		—			—			1,699						1,699
Loss (gain) on lease termination		—			18,050			7,127			—			25,177
Depreciation and amortization		—			62,327			72,945			—			135,272
Total expenses		56,271			170,889			266,914			—			494,074
Operating income (loss)		(56,271	)		18,689			34,520			(9,733	)		(12,795	)
Other income (expense):
Interest and other income (expense)		104			1,228			(132	)		—			1,200
Interest expense and loan cost amortization		(31,607	)		(19,448	)		(27,273	)		9,733			(68,595	)
Gain (loss) on extinguishment of debt		—			—			(4	)		—			(4	)
Equity in earnings of unconsolidated entities		—			5,521			—			—			5,521
Equity in earnings, intercompany		11,701			15,804			20,546			(48,051	)		—
Total other expense		(19,802	)		3,105			(6,863	)		(38,318	)		(61,878	)
Income (loss) from continuing operations		(76,073	)		21,794			27,657			(48,051	)		(74,673	)
Discontinued operations		—			(1,400	)		—			—			(1,400	)
Net income (loss)	$	(76,073	)	$	20,394		$	27,657		$	(48,051	)	$	(76,073	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2011

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	104,123		$	66,885		$	—		$	171,008
Property operating revenues		—			68,914			165,251			—			234,165
Interest income on mortgages and other notes receivable		—			9,264			12,512			(8,813	)		12,963
Total revenues		—			182,301			244,648			(8,813	)		418,136
Expenses:
Property operating expenses		—			61,893			134,142			—			196,035
Asset management fees to advisor		31,802			—			—			—			31,802
General and administrative		14,524			211			1,569			—			16,304
Ground lease and permit fees		—			10,177			4,398			—			14,575
Acquisition fees and costs		11,168			—			—			—			11,168
Other operating expenses		289			2,234			7,122			—			9,645
Bad debt expense		—			469			304			—			773
Loss (gain) on lease termination		—			7,714			(521	)		—			7,193
Impairment provision		—			3,199			—			—			3,199
Depreciation and amortization		—			61,362			60,794			—			122,156
Total expenses		57,783			147,259			207,808			—			412,850
Operating income (loss)		(57,783	)		35,042			36,840			(8,813	)		5,286
Other income (expense):
Interest and other income (expense)		322			(337	)		(200	)		—			(215	)
Interest expense and loan cost amortization		(23,635	)		(19,082	)		(26,213	)		8,813			(60,117	)
Gain (loss) on extinguishment of debt		647			—			(1,213	)		—			(566	)
Equity in earnings of unconsolidated entities		—			1,022			—			—			1,022
Equity in earnings, intercompany		10,839			6,494			330			(17,663	)		—
Total other expense		(11,827	)		(11,903	)		(27,296	)		(8,850	)		(59,876	)
Income (loss) from continuing operations		(69,610	)		23,139			9,544			(17,663	)		(54,590	)
Discontinued operations		—			(15,011	)		(9	)		—			(15,020	)
Net income (loss)	$	(69,610	)	$	8,128		$	9,535		$	(17,663	)	$	(69,610	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended December 31, 2010

				Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	115,556		$	82,216		$	—		$	197,772
Property operating revenues		—			15,052			71,367			—			86,419
Interest income on mortgages and other notes receivable		—			11,798			12,014			(7,980	)		15,832
Total revenues		—			142,406			165,597			(7,980	)		300,023
Expenses:
Property operating expenses		—			14,075			64,541			—			78,616
Asset management fees to advisor		26,808			—			—			—			26,808
General and administrative		11,639			228			1,921			—			13,788
Ground lease and permit fees		—			8,529			3,977			—			12,506
Acquisition fees and costs		14,149			—			—			—			14,149
Other operating expenses		91			(959	)		3,826			—			2,958
Bad debt expense		—			931			1,170			—			2,101
Loan loss provision		—			4,072			—			—			4,072
Loss on lease termination		—			23,091			31,608			—			54,699
Impairment provision		—			663			24,175			—			24,838
Depreciation and amortization		—			63,073			60,906			—			123,979
Total expenses		52,687			113,703			192,124			—			358,514
Operating income (loss)		(52,687	)		28,703			(26,527	)		(7,980	)		(58,491	)
Other income (expense):
Interest and other income		718			1,870			85			—			2,673
Interest expense and loan cost amortization		—			(26,567	)		(31,332	)		7,980			(49,919	)
Gain on extinguishment of debt		—			888			14,373			—			15,261
Equity in earnings of unconsolidated entities		—			10,978			—			—			10,978
Equity (loss) in earnings, intercompany		(29,920	)		7,773			42,603			(20,456	)		—
Total other income (expense)		(29,202	)		(5,058	)		25,729			(12,476	)		(21,007	)
Income (loss) from continuing operations		(81,889	)		23,645			(798	)		(20,456	)		(79,498	)
Discontinued operations		—			(2,301	)		(90	)		—			(2,391	)
Net income (loss)	$	(81,889	)	$	21,344		$	(888	)	$	(20,456	)	$	(81,889	)

Consolidating Statement of Comprehensive Income

Consolidating Statement of Comprehensive Income (Loss):

	For the Year Ended December 31, 2012
				Guarantor		Non-Guarantor			Consolidating
	Issuer			Subsidiaries		Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	(76,073	)	$	20,394	$	27,657		$	(48,051	)	$	(76,073	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—			—		531			—			531
Changes in fair value of cash flow hedges:
Unrealized loss arising during the period		—			—		1,655			—			1,655
Amortization of loss on termination of cash flow hedges		—			—		(395	)		—			(395	)
Total other comprehensive income		—			—		1,791			—			1,791
Comprehensive income (loss)	$	(76,073	)	$	20,394	$	29,448		$	(48,051	)	$	(74,282	)
	For the Year Ended December 31, 2011
				Guarantor		Non-Guarantor			Consolidating
	Issuer			Subsidiaries		Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	(69,610	)	$	8,128	$	9,535		$	(17,663	)	$	(69,610	)
Other comprehensive loss:
Foreign currency translation adjustments		—			—		(585	)		—			(585	)
Changes in fair value of cash flow hedges:
Unrealized loss arising during the period		—			—		1,626			—			1,626
Amortization of loss on termination of cash flow hedges		—			—		(4,856	)		—			(4,856	)
Total other comprehensive loss		—			—		(3,815	)		—			(3,815	)
Comprehensive income (loss)	$	(69,610	)	$	8,128	$	5,720		$	(17,663	)	$	(73,425	)

	For the Year Ended December 31, 2010
				Guarantor		Non-Guarantor			Consolidating
	Issuer			Subsidiaries		Subsidiaries			Adjustments			Consolidated
Net income (loss)	$	(81,889	)	$	21,344	$	(888	)	$	(20,456	)	$	(81,889	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—			—		1,061			—			1,061
Changes in fair value of cash flow hedges:
Unrealized loss arising during the period		—			—		331			—			331
Amortization of loss on termination of cash flow hedges		—			—		(2,264	)		—			(2,264	)
Total other comprehensive loss		—			—		(872	)		—			(872	)
Comprehensive income (loss)	$	(81,889	)	$	21,344	$	(1,760	)	$	(20,456	)	$	(82,761	)

Consolidating Statement of Cash Flows

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2012

				Guarantor			Non-Guarantor			Consoliding
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(84,363	)	$	90,996		$	70,093		$	—		$	76,726
Investing activities:
Acquisition of properties		—			—			(190,150	)		—			(190,150	)
Capital expenditures		—			(25,427	)		(44,248	)		—			(69,675	)
Distributions from unconsolidated entities		—			3,445			—			—			3,445
Investments in and contributions to unconsolidated entities		—			(3,776	)		—			—			(3,776	)
Issuance of mortgage loans receivable		—			—			(869	)		—			(869	)
Principal payments received on mortgage loans receivable		—			—			4,790			—			4,790
Proceeds from disposal of assets		—			63			7			—			70
Proceeds from sale of properties		—			1,500			—			—			1,500
Changes in restricted cash		46			(2,892	)		(2,786	)		—			(5,632	)
Intercompany investing		93,222			—			—			(93,222	)		—
Net cash used in investing activities		93,268			(27,087	)		(233,256	)		(93,222	)		(260,297	)
Financing activities:
Redemptions of common stock		(9,590	)		—			—			—			(9,590	)
Distributions to stockholders, net of reinvested		(94,677	)		—			—			—			(94,677	)
Proceeds from line of credit		—			170,000			—			—			170,000
Principal payments on line of credit		—			(75,000	)		—			—			(75,000	)
Proceeds from mortgage loans and other notes payable		—			45,000			107,300			—			152,300
Principal payments on mortgage loans		—			(7,830	)		(26,836	)		—			(34,666	)
Principal payments on capital leases		—			(1,483	)		(2,624	)		—			(4,107	)
Payment of loan costs		(27	)		(4,341	)		(5,937	)		—			(10,305	)
Intercompany financing		—			(187,398	)		94,176			93,222			—
Net cash provided by (used in) financing activities		(104,294	)		(61,052	)		166,079			93,222			93,955
Effect of exchange rate fluctuation on cash		—			—			1			—			1
Net increase (decrease) in cash		(95,389	)		2,857			2,917			—			(89,615	)
Cash at beginning of period		134,608			11,268			16,963			—			162,839
Cash at end of period	$	39,219		$	14,125		$	19,880		$	—		$	73,224

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2011

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(78,842	)	$	85,894		$	76,012		$	—		$	83,064
Investing activities:
Acquisition of properties		—			—			(149,692	)		—			(149,692	)
Capital expenditures		—			(20,202	)		(22,143	)		—			(42,345	)
Investment in and contributions to unconsolidated entities		—			(191,397	)		—			—			(191,397	)
Proceeds from sale of properties		—			8,450			—			—			8,450
Proceeds from disposal of assets		—			100			4			—			104
Distribution from unconsolidated entities		—			11,624			—			—			11,624
Issuance of mortgage loans receivable		—			—			(5,760	)		—			(5,760	)
Principal payments received on mortgage loans receivable		—			7,528			1,945			—			9,473
Changes in restricted cash		(92	)		(3,561	)		(9,753	)		—			(13,406	)
Acquisition fees on mortgage notes receivable		—			—			(59	)		—			(59	)
Intercompany investing		(384,226	)		—			—			384,226			—
Net cash used in investing activities		(384,318	)		(187,458	)		(185,458	)		384,226			(373,008	)
Financing activities:
Offering proceeds		187,555			—			—			—			187,555
Redemptions of common stock		(30,000	)		—			—			—			(30,000	)
Distributions to stockholders, net of reinvestments		(104,951	)		—			—			—			(104,951	)
Stock issuance costs		(21,213	)		—			—			—			(21,213	)
Proceeds from mortgage loans and other notes payable		—			20,411			96,129			—			116,540
Proceeds from unsecured senior notes		396,996			—			—			—			396,996
Principal payments on line of credit		—			(58,000	)		—			—			(58,000	)
Principal payments on mortgage loans		(2,777	)		(145,623	)		(56,400	)		—			(204,800	)
Principal payments on capital leases		—			(2,065	)		(1,902	)		—			(3,967	)
Payment of loan costs		(19,252	)		(2,314	)		(4,096	)		—			(25,662	)
Intercompany financing		—			297,952			86,274			(384,226	)		—
Net cash provided by financing activities		406,358			110,361			120,005			(384,226	)		252,498
Effect of exchange rate fluctuation on cash		—			—			(232	)		—			(232	)
Net increase (decrease) in cash		(56,802	)		8,797			10,327			—			(37,678	)
Cash at beginning of period		191,410			2,471			6,636			—			200,517
Cash at end of period	$	134,608		$	11,268		$	16,963		$	—		$	162,839

CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2010

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(44,837	)	$	103,621		$	20,992		$	—		$	79,776
Investing activities:
Acquisition of properties		—			(34,000	)		(47,390	)		—			(81,390	)
Capital expenditures		—			(20,388	)		(38,752	)		—			(59,140	)
Deposits on real estate investments		—			(11,220	)		—			—			(11,220	)
Payment of contingent purchase consideration		—			(12,433	)		—			—			(12,433	)
Issuance of mortgage loans receivable		—			(8,598	)		(6,299	)		—			(14,897	)
Principal payments received on mortgage loans receivable		—			38,614			—			—			38,614
Acquisition fees on mortage notes receivable		—			(306	)		(155	)		—			(461	)
Return of short term investments		8,000			—			—			—			8,000
Proceeds from disposal of assets		—			590			—			—			590
Changes in restricted cash		—			(4,812	)		(1,426	)		—			(6,238	)
Intercompany investing		(114,389	)		—			—			114,389			—
Net cash provided by (used in) investing activities		(106,389	)		(52,553	)		(94,022	)		114,389			(138,575	)
Financing activities:
Offering proceeds		333,346			—			—			—			333,346
Redemptions of common stock		(40,396	)		—			—			—			(40,396	)
Distributions to stockholders, net of reinvestments		(90,855	)		—			—			—			(90,855	)
Stock issuance costs		(36,574	)		—			—			—			(36,574	)
Borrowings under line of credit		—			58,000			—			—			58,000
Proceeds from mortgage loans and other notes payable		—			—			12,202			—			12,202
Principal payments on line of credit		—			(99,483	)		—			—			(99,483	)
Principal payments on mortgage loans		—			(19,206	)		(31,244	)		—			(50,450	)
Principal payments on capital leases		—			(1,976	)		(2,308	)		—			(4,284	)
Payment of loan costs		(150	)		(4,256	)		(1,497	)		—			(5,903	)
Transfer to (from) Issuer		—			16,703			97,686			(114,389	)		—
Net cash provided by (used in) financing activities		165,371			(50,218	)		74,839			(114,389	)		75,603
Effect of exchange rate fluctuation on cash		—			—			138			—			138
Net increase in cash		14,145			850			1,947			—			16,942
Cash at beginning of period		177,265			1,621			4,689			—			183,575
Cash at end of period	$	191,410		$	2,471		$	6,636		$	—		$	200,517

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Fair Value Measurements

12 Months Ended

Dec. 31, 2012

Fair Value Measurements

13. Fair Value Measurements:

The Company is making an accounting policy election to use the exception in ASU 820-10-35-18D with respect to measuring fair value of a group of financial assets and financial liabilities entered into with a particular counterparty, where the Company reports the net exposure to the credit risk of that counterparty.

The Company has four investment properties that were classified as assets held for sale and carried at fair value as of December 31, 2012. The Level 3 unobservable inputs used in determining the fair value of the real estate properties include, but are not limited to, management’s estimated cash flows over various holding periods, discounted using a range of estimated capitalization rates and estimated net sales prices from third party offers.

The Company’s derivative instruments are valued primarily based on inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, volatilities, and credit risks) and are classified as Level 2 in the fair value hierarchy. The valuation of derivative instruments also includes a credit value adjustment which is a Level 3 input. However, the impact of the assumption is not significant to its overall valuation calculation, and therefore the Company considers its derivative instruments to be classified as Level 2. The fair value of such instruments is included in other liabilities in the accompanying unaudited condensed consolidated balance sheets.

The following tables show the fair value of the Company’s financial assets and liabilities carried at fair value as of December 31, 2012 and 2011, as follows (in thousands):

	Fair Value Measurement as of December 31, 2012		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	5,743	$	—	$	—	$	5,743
Liabilities:
Derivative instruments	$	5,598	$	—	$	5,598	$	—
	Fair Value Measurement as of December 31, 2011		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	2,863	$	—	$	—	$	2,863
Liabilities:
Derivative instruments	$	5,184	$	—	$	5,184	$	—

The following information details the changes in the fair value measurements using significant unobservable inputs on a non-recurring basis (Level 3) for the year ended December 31, 2012 (in thousands):

Balance at January 1, 2012	$	2,863
Additional properties classified as assets held for sale		4,745
Adjustment to impairment provision		(670	)
Fair value of properties sold		(1,195	)
Balance as of December 31, 2012	$	5,743

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

18. Commitments and Contingencies:

The Company has commitments under ground leases and land permit fees. Ground lease payments and land permit fees are generally based on a percentage of gross revenue of the underlying property over certain thresholds. For properties that are subject to leasing arrangements, ground leases and permit fees are paid by the tenants in accordance with the terms of the triple-net leases with those tenants. These fees and expenses were approximately $14.5 million, $14.6 million and $12.5 million for the years ended December 31, 2012, 2011 and 2010, respectively, and have been reflected as ground lease, concession hold and permit fees with a corresponding increase in rental income from operating leases in the accompanying consolidated statements of operations.

The following is a schedule of future obligations under ground leases and land permits (in thousands):

2013	$	14,039
2014		14,039
2015		14,039
2016		13,890
2017		13,867
Thereafter		219,534
Total	$	289,408

From time to time the Company may be exposed to litigation arising from operations of its business in the ordinary course of business. Management is not aware of any litigation that it believes will have a material adverse impact on the Company’s financial condition or results of operations.

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Fees to Related Parties in Connection with Shares Sold Through Public Offerings (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Related Party Transaction [Line Items]
Total	$ 18,375	$ 33,072
Selling Commissions
Related Party Transaction [Line Items]
Total	12,855	23,141
Marketing support fee and due diligence expense reimbursements
Related Party Transaction [Line Items]
Total	$ 5,520	$ 9,931

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Future Obligations Under Ground Leases and Land Permits

The following is a schedule of future obligations under ground leases and land permits (in thousands):

2013	$	14,039
2014		14,039
2015		14,039
2016		13,890
2017		13,867
Thereafter		219,534
Total	$	289,408

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Impact of Revisions of Classification of intercompany financing on Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Increase (decrease) cash inflows from investing activities	$ (260,297)	$ (373,008)	$ (138,575)
Increase (decrease) cash inflows from financing activities	93,955	252,498	75,603
Restatement Adjustment
Increase (decrease) cash inflows from investing activities		(384,226)
Increase (decrease) cash inflows from financing activities			$ (114,389)

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Mortgages and Other Notes Receivable, net (Tables)

12 Months Ended

Dec. 31, 2012

Mortgages and Other Notes Receivable

As of December 31, 2012 and 2011, mortgages and other notes receivable consisted of the following (in thousands):

Borrower (Description of Collateral Property)	Date of Loan Agreement(s)		Maturity Date		Interest Rate			Accrued Interest		Loan Principal Balance as of December 31,
										2012			2011
Big Sky Resort (one ski resort) (3)		9/23/2008		9/1/2014		12.0	%	$	680	$	68,000		$	68,000
CMR Properties, LLC and CM Resort, LLC (one ski property) (2)		6/15/2010		9/30/2022		9.0% - 11.0%			765		16,537			15,670
Boyne USA, Inc. (four ski resorts) (3)		8/10/2009		9/1/2014		6.3% - 15.0%			3,392		18,081			18,173
Evergreen Alliance Golf Limited, L.P. (1)		11/12/2010		12/31/2016		LIBOR + 4.0	%		190		5,911			5,902
PARC Myrtle Waves, LLC (one attractions property)		2/10/2011		2/10/2021		7.5	%		225		9,000			9,000
Grand Prix Tampa, LLC (one attractions property)		7/31/2011		7/31/2016		8.5	%		49		3,490			3,530
Total								$	5,301	$	121,019		$	120,275
Accrued interest										$	5,301		$	3,364
Acquisition fees, net											109			753
Loan origination fees, net											—			(40	)
Loan loss provision (1)											(1,699	)		—
Total carrying amount										$	124,730		$	124,352

FOOTNOTES:

(1) In April 2012, the Company restructured a $6 million outstanding working capital line of credit receivable with a borrower that was having financial difficulties into a $6 million term loan. As part of the restructure, the Company reduced the interest rate from a fixed rate of 11% per annum to a rate of LIBOR plus 4% per annum and extended the maturity date from November 2013 to December 2016, with no payments of principal or interest required until January 2014. The borrower has an option to extend the maturity date to December 2021, subject to certain terms and conditions. The Company recorded a loan loss provision under this troubled debt restructure of approximately $1.7 million representing the difference between the expected future cash flows discounted at the original loan’s effective interest rate and the net carrying value of the loan. Additionally, as part of the restructure, any percentage rent received for certain of the golf facilities will be used to reduce the term loan until it is paid in full. As of December 31, 2012, percentage rent of approximately $0.1 million was recorded as a reduction to the term loan.

(2) In July 2012, the Company committed to advance an additional $0.8 million to one of its existing borrowers for property-related improvements. The $0.8 million loan has a fixed annual interest rate of 10.0% with monthly payments of interest only and matures on September 30, 2022. Concurrently, the Company extended the maturity of the existing borrower’s two other loans to be co-terminus with the $0.8 million loan from September 30, 2017 to September 30, 2022. As of December 31, 2012, the Company has funded approximately $0.7 million.

(3) In August 2012, the Company granted a two year extension on two of its existing loans, where the borrowers are affiliated, that matured in September 2012 with a new maturity date of September 1, 2014. All other terms of the loan remained substantially the same with the exception of no prepayment fees with 90 days notice.

Future Principal Maturities for Mortgages and Other Notes Receivable

The following is a schedule of future principal maturities for all mortgages and other notes receivable (in thousands):

2013	$	52
2014		86,133
2015		57
2016		11,133
2017		110
Thereafter		23,534
Total	$	121,019

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Consolidating Statement of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Revenues:
Rental income from operating leases																	$ 165,889		$ 171,008		$ 197,772
Property operating revenues																	302,393		234,165		86,419
Interest income on mortgages and other notes receivable																	12,997		12,963		15,832
Total revenues	96,238	[1]	175,390		120,267		89,384		77,522		153,913		105,030		81,671		481,279		418,136		300,023
Expenses:
Property operating expenses																	241,381		196,035		78,616
Asset management fees to advisor																	35,725	[2]	31,802	[2]	26,808	[2]
General and administrative																	18,718		16,304		13,788
Ground lease and permit fees																	14,482		14,575		12,506
Acquisition fees and costs																	4,450		11,168		14,149
Other operating expenses																	11,660		9,645		2,958
Bad debt expense																	5,510		773		2,101
Loan loss provision																	1,699				4,072
Loss (gain) on lease termination																	25,177		7,193		54,699
Depreciation and amortization																	135,272		122,156		123,979
Total expenses																	494,074		412,850		358,514
Operating income (loss)	(37,621)	[1]	39,782		(5,858)		(9,098)		(16,746)		28,201		(736)		(5,433)		(12,795)		5,286		(58,491)
Other income (expense):
Interest expense and loan cost amortization																	(68,595)		(60,117)		(49,919)
Gain (loss) on extinguishment of debt																	(4)		(566)		15,261
Equity in earnings of unconsolidated entities	(253)	[1]	2,266		2,277		1,231		1,801		926		2,161		(3,866)		5,521		1,022		10,978
Total other expense																	(61,878)		(59,876)		(21,007)
Income (loss) from continuing operations	(54,203)	[1]	23,899		(20,268)		(24,101)		(30,671)		12,394		(15,640)		(20,673)		(74,673)		(54,590)		(79,498)
Discontinued operations	(798)	[1],[3]	(286)	[3]	326	[3]	(642)	[3]	(1,337)	[1]	(13,633)	[1]	(93)	[1]	43	[1]	(1,400)	[3]	(15,020)	[1]	(2,391)
Net income (loss)	(55,001)	[1]	23,613		(19,942)		(24,743)		(32,008)		(1,239)		(15,733)		(20,630)		(76,073)		(69,610)		(81,889)
Issuer
Expenses:
Asset management fees to advisor																	35,725		31,802		26,808
General and administrative																	15,672		14,524		11,639
Acquisition fees and costs																	4,450		11,168		14,149
Other operating expenses																	424		289		91
Total expenses																	56,271		57,783		52,687
Operating income (loss)																	(56,271)		(57,783)		(52,687)
Other income (expense):
Interest and other income																	104		322		718
Interest expense and loan cost amortization																	(31,607)		(23,635)
Gain (loss) on extinguishment of debt																			647
Equity (loss) in earnings, intercompany																	11,701		10,839		(29,920)
Total other expense																	(19,802)		(11,827)		(29,202)
Income (loss) from continuing operations																	(76,073)		(69,610)		(81,889)
Net income (loss)																	(76,073)		(69,610)		(81,889)
Guarantor Subsidiaries
Revenues:
Rental income from operating leases																	94,819		104,123		115,556
Property operating revenues																	84,728		68,914		15,052
Interest income on mortgages and other notes receivable																	10,031		9,264		11,798
Total revenues																	189,578		182,301		142,406
Expenses:
Property operating expenses																	72,200		61,893		14,075
General and administrative																	608		211		228
Ground lease and permit fees																	9,559		10,177		8,529
Other operating expenses																	5,046		2,234		(959)
Bad debt expense																	3,099		469		931
Loan loss provision																					4,072
Loss (gain) on lease termination																	18,050		7,714		23,091
Impairment provision																			3,199		663
Depreciation and amortization																	62,327		61,362		63,073
Total expenses																	170,889		147,259		113,703
Operating income (loss)																	18,689		35,042		28,703
Other income (expense):
Interest and other income																	1,228		(337)		1,870
Interest expense and loan cost amortization																	(19,448)		(19,082)		(26,567)
Gain (loss) on extinguishment of debt																					888
Equity in earnings of unconsolidated entities																	5,521		1,022		10,978
Equity (loss) in earnings, intercompany																	15,804		6,494		7,773
Total other expense																	3,105		(11,903)		(5,058)
Income (loss) from continuing operations																	21,794		23,139		23,645
Discontinued operations																	(1,400)		(15,011)		(2,301)
Net income (loss)																	20,394		8,128		21,344
Non-Guarantor Subsidiaries
Revenues:
Rental income from operating leases																	71,070		66,885		82,216
Property operating revenues																	217,665		165,251		71,367
Interest income on mortgages and other notes receivable																	12,699		12,512		12,014
Total revenues																	301,434		244,648		165,597
Expenses:
Property operating expenses																	169,181		134,142		64,541
General and administrative																	2,438		1,569		1,921
Ground lease and permit fees																	4,923		4,398		3,977
Other operating expenses																	6,190		7,122		3,826
Bad debt expense																	2,411		304		1,170
Loan loss provision																	1,699
Loss (gain) on lease termination																	7,127		(521)		31,608
Impairment provision																					24,175
Depreciation and amortization																	72,945		60,794		60,906
Total expenses																	266,914		207,808		192,124
Operating income (loss)																	34,520		36,840		(26,527)
Other income (expense):
Interest and other income																	(132)		(200)		85
Interest expense and loan cost amortization																	(27,273)		(26,213)		(31,332)
Gain (loss) on extinguishment of debt																	(4)		(1,213)		14,373
Equity (loss) in earnings, intercompany																	20,546		330		42,603
Total other expense																	(6,863)		(27,296)		25,729
Income (loss) from continuing operations																	27,657		9,544		(798)
Discontinued operations																			(9)		(90)
Net income (loss)																	27,657		9,535		(888)
Consolidating Adjustments
Revenues:
Interest income on mortgages and other notes receivable																	(9,733)		(8,813)		(7,980)
Total revenues																	(9,733)		(8,813)		(7,980)
Expenses:
Operating income (loss)																	(9,733)		(8,813)		(7,980)
Other income (expense):
Interest expense and loan cost amortization																	9,733		8,813		7,980
Equity (loss) in earnings, intercompany																	(48,051)		(17,663)		(20,456)
Total other expense																	(38,318)		(8,850)		(12,476)
Income (loss) from continuing operations																	(48,051)		(17,663)		(20,456)
Net income (loss)																	(48,051)		(17,663)		(20,456)
Consolidated
Revenues:
Rental income from operating leases																	165,889		171,008		197,772
Property operating revenues																	302,393		234,165		86,419
Interest income on mortgages and other notes receivable																	12,997		12,963		15,832
Total revenues																	481,279		418,136		300,023
Expenses:
Property operating expenses																	241,381		196,035		78,616
Asset management fees to advisor																	35,725		31,802		26,808
General and administrative																	18,718		16,304		13,788
Ground lease and permit fees																	14,482		14,575		12,506
Acquisition fees and costs																	4,450		11,168		14,149
Other operating expenses																	11,660		9,645		2,958
Bad debt expense																	5,510		773		2,101
Loan loss provision																	1,699				4,072
Loss (gain) on lease termination																	25,177		7,193		54,699
Impairment provision																			3,199		24,838
Depreciation and amortization																	135,272		122,156		123,979
Total expenses																	494,074		412,850		358,514
Operating income (loss)																	(12,795)		5,286		(58,491)
Other income (expense):
Interest and other income																	1,200		(215)		2,673
Interest expense and loan cost amortization																	(68,595)		(60,117)		(49,919)
Gain (loss) on extinguishment of debt																	(4)		(566)		15,261
Equity in earnings of unconsolidated entities																	5,521		1,022		10,978
Total other expense																	(61,878)		(59,876)		(21,007)
Income (loss) from continuing operations																	(74,673)		(54,590)		(79,498)
Discontinued operations																	(1,400)		(15,020)		(2,391)
Net income (loss)																	$ (76,073)		$ (69,610)		$ (81,889)

[1] Includes impact from out of period adjustments as described above. See "Footnote 2 - Significant Accounting Policies" for additional information.

[2] Asset management fees are equal to 0.08334% per month of the Company's real estate asset value, which is generally the amount actually paid or allocated to the purchase, development, construction or improvement of a property, and the outstanding principal amount of any mortgage note receivable as of the end of the preceding month.

[3] The Company classified certain properties as assets held for sale and reclassified the results related to those properties to discontinued operations for all periods presented.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSES (USD $) In Thousands, unless otherwise specified	3 Months Ended									12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net loss	$ (55,001)	[1]	$ 23,613	$ (19,942)	$ (24,743)	$ (32,008)	$ (1,239)	$ (15,733)	$ (20,630)	$ (76,073)	$ (69,610)	$ (81,889)
Other comprehensive income (loss):
Foreign currency translation adjustments										531	(585)	1,061
Changes in fair value of cash flow hedges:
Amortization of loss on termination of cash flow hedges										1,655	1,626	331
Unrealized loss arising during the period										(395)	(4,856)	(2,264)
Total other comprehensive income (loss)										1,791	(3,815)	(872)
Total comprehensive loss										$ (74,282)	$ (73,425)	$ (82,761)

[1] Includes impact from out of period adjustments as described above. See "Footnote 2 - Significant Accounting Policies" for additional information.

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Fair Value of Financial Assets and Liabilities Carried at Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets:
Assets held for sale carried at fair value	$ 5,743	$ 2,863
Liabilities:
Derivative instruments	5,598	5,184
Level 2
Liabilities:
Derivative instruments	5,598	5,184
Level 3
Assets:
Assets held for sale carried at fair value	$ 5,743	$ 2,863

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Significant Accounting Policies

2. Significant Accounting Policies:

Principles of Consolidation and Basis of Presentation — The accompanying consolidated financial statements include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary, and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation.

In accordance with the guidance for the consolidation of VIEs, the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a variable interest entity (“VIE”). The Company’s analysis includes both quantitative and qualitative reviews. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements.

Allocation of Purchase Price for Real Estate Acquisitions — Upon the acquisition of real estate properties, the Company records the fair value of the land, buildings, equipment, intangible assets, including but not limited to in-place leases, origination costs and above or below market lease values, assumed liabilities and any contingent liabilities and any contingent purchase consideration at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair values are determined based on incorporating market participant assumptions, discounted cash flow models and the Company’s estimates reflecting the facts and circumstances of each acquisition. Acquisition fees and costs are expensed for acquisitions that are considered a business combination.

The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on the determination of the fair values of these assets.

The purchase price is allocated to in-place lease intangibles based on management’s evaluation of the specific characteristics of the acquired lease. Factors considered include estimates of carrying costs during hypothetical expected lease up periods, including estimates of lost rental income during the expected lease up periods, and costs to execute similar leases such as leasing commissions, legal and other related expenses.

The Company may also enter into yield guarantees in connection with an acquisition, whereby the seller agrees to hold a portion of the purchase price in escrow that may be repaid to the Company in the event certain thresholds are not met. In calculating the estimated fair value of the yield guarantee, the Company considers information obtained about each property during the due diligence and budget process as well as discount rates to determine the fair value. The Company periodically evaluates the fair value of the yield guarantee and records any adjustments to the fair value as a component of other income (expense) in the consolidated statement of operations.

Depreciation and Amortization — Real estate costs related to the acquisition and improvement of properties are capitalized. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Real estate assets are stated at cost less accumulated depreciation, which is computed using the straight-line method of accounting over the estimated useful lives of the related assets. Buildings and improvements are depreciated over the lesser of 39 years or the remaining life of the ground lease including renewal options and leasehold and permit interests.

Amortization of intangible assets is computed using the straight-line method of accounting over the respective lease term or estimated useful life. The capitalized above-market or below-market lease intangible is amortized to rental income over the estimated remaining term of the respective leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs related to the lease would be written off. Intangible assets with indefinite lives are not amortized, and like all intangibles, are evaluated for impairment on an annual basis or upon a trigger event.

Investment in Unconsolidated Entities —The Company accounts for its investment in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not maintain a controlling financial interest over these entities. These investments are recorded initially at cost and subsequently adjusted for cash contributions, distributions and equity in earnings (loss) of the unconsolidated entities. Based on the respective venture structures and preferences the Company receives on distributions and liquidation, the Company records its equity in earnings of the entities under the hypothetical liquidation at book value (“HLBV”) method of accounting. Under this method, the Company recognizes income or loss in each period as if the net book value of the assets in the ventures were hypothetically liquidated at the end of each reporting period following the provisions of the joint venture agreements. In any given period, the Company could be recording more or less income than actual cash distributions received and more or less than what the Company may receive in the event of an actual liquidation. The Company’s investment in unconsolidated entities is accounted for as an asset acquisition in which acquisition fees and expenses are capitalized as part of the basis in the investment in unconsolidated entities. The acquisition fees and expenses create an outside basis difference that are allocated to the assets of the investee and, if assigned to depreciable or amortizable assets, the basis differences are then amortized as a component of equity in earnings (loss) of unconsolidated entities.

Acquisition Fees and Expenses — The Company incurs acquisition fees and expenses in connection with the selection and acquisition of properties, including expenses on properties it determines not to acquire. The Company immediately expenses all acquisition costs and fees associated with transactions deemed to be business combinations, but capitalizes these costs for transactions deemed to be acquisitions of an asset or equity method investment.

Assets Held for Sale and Discontinued Operations — Assets that are classified as held for sale are recorded at the lower of their carrying value or fair value less costs to dispose. The Company classifies assets as held for sale once management has the authority to approve and commits to a plan to sell, the assets are available for immediate sale, an active program to locate a buyer and the sale of the assets are probable and transfer of the assets are expected to occur within one year. Upon the determination of the assets classified as held for sale or sold, the depreciation and amortization of the assets will terminate. The related operations of assets held for sale are reported as discontinued if such operations and cash flows can be clearly distinguished both operationally and financially from the ongoing operations, such operations and cash flows will be eliminated from ongoing operations once the disposal occurs, and if the Company will not have any significant continuing involvement subsequent to the sale.

Real Estate Impairments — The Company tests the recoverability of its directly-owned real estate whenever events or changes in circumstances indicate that the carrying value of those assets may be impaired. Factors that could trigger an impairment analysis include, among others: (i) significant other-than-temporary underperformance relative to historical or projected future operating results; (ii) significant changes in the manner of use or estimated holding period of the Company’s real estate assets or the strategy of its overall business; (iii) a significant increase in competition; (iv) a significant adverse change in legal factors or an adverse action or assessment by a regulator, which could affect the value of the Company’s real estate assets; or (v) significant other-than-temporary negative industry or economic trends. When such factors are present, the Company will assess potential impairment by comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted operating cash flows, the Company would recognize an impairment provision to adjust the carrying amount of the asset to the estimated fair value. Fair values are generally determined based on incorporating market participant assumptions, discounted cash flow models and the Company’s estimates reflecting the facts and circumstances of each acquisition.

For investments in unconsolidated entities, management will monitor on a continuous basis whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the investments in unconsolidated entities may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent an impairment has occurred, the loss would be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

The estimated fair values of unconsolidated entities are based upon a discounted cash flow model that includes all estimated cash inflows and outflows over the expected holding period. The capitalization rates and discounted rates utilized in the model are based upon rates that the Company believes to be within a reasonable range of current market rates for the underlying properties.

Mortgages and Other Notes Receivables — Mortgages and other notes receivable are stated at the principal amount outstanding, net of deferred loan origination costs or fees. Loan origination and other fees received by the Company in connection with making the loans are recorded as reduction of the note receivable and amortized into interest income, using the effective interest method, over the term of the loan. Acquisition fees and costs in connection with making the loans are capitalized and recorded as part of the mortgages and other notes receivable balance and amortized as a reduction of interest income over the term of the notes.

The Company evaluates mortgages and other notes receivable for impairment based on current information and events. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the note. Measurement of impairment is based on the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if the loan is collateral dependent. Upon measurement of impairment, the Company will record an allowance to reduce the carrying value of the loan accordingly and record a corresponding charge to net income (loss).

Cash — Cash consists of demand deposits at commercial banks. The Company also invests in cash equivalents consisting of highly liquid investments in money market funds with original maturities of three months or less during the year. As of December 31, 2012, cash deposits exceeded federally insured amounts. However, the Company has not experienced any losses on such accounts. Management continues to monitor third-party depository institutions that hold the Company’s cash, primarily with the goal of safety of principal and secondarily on maximizing yield on those funds. To that end, the Company has diversified its cash among several banking institutions in an attempt to minimize exposure to any one of these entities. Management has attempted to select institutions that it believes are strong based on an evaluation of their financial stability and exposure to poor performing assets.

Restricted Cash — Certain amounts of cash are restricted to fund capital expenditures for the Company’s real estate investment properties or represent certain tenant security deposits. The Company’s restricted cash balances as of December 31, 2012 and 2011 were approximately $40.3 million and $37.9 million, respectively.

Derivative Instruments and Hedging Activities — The Company utilizes derivative instruments to partially offset the effect of fluctuating interest rates on the cash flows associated with its variable-rate debt. The Company follows established risk management policies and procedures in its use of derivatives and does not enter into or hold derivatives for trading or speculative purposes. The Company records all derivative instruments on the balance sheet at fair value. On the date the Company enters into a derivative contract, the derivative is designated as a hedge of the exposure to variable cash flows of a forecasted transaction. The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently recognized in the statement of operations in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. Any ineffective portion of the gain or loss is reflected in interest expense in the statement of operations. As of December 31, 2012 and 2011, the Company’s hedges qualified as highly effective and, accordingly, all of the change in value is reflected in other comprehensive income (loss).

Fair Value of Financial Instruments — The estimated fair value of cash, accounts receivable, accounts payable and accrued expenses approximates carrying value as of December 31, 2012 and 2011, because of the liquid nature of the assets and relatively short maturities of the obligations. See Footnote 10. “Mortgages and other Notes Receivables” and Footnote 11. “Indebtedness” for the Company’s estimates of the fair value of its mortgages and other notes receivable and its indebtedness as of December 31, 2012 and 2011.

Deferred Financing Costs — Financing costs paid in connection with obtaining long-term debt are deferred and amortized over the life of the debt using the effective interest method. Amortization expense was approximately $7.1 million, $5.2 million and $3.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Foreign Currency Translation — The accounting records for the Company’s one consolidated foreign location, in Vancouver, British Columbia, are maintained in the local currency and revenues and expenses are translated using the average exchange rates during the period. Assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. The resulting translation adjustments are reflected in stockholders’ equity as a cumulative foreign currency translation adjustment, a component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in the accompanying consolidated statements of operations.

Revenue Recognition — For properties subject to operating leases, rental revenue is recorded on a straight-line basis over the terms of the leases. Additional percentage rent that is due contingent upon tenant performance thresholds, such as gross revenues, is deferred until the underlying performance thresholds have been achieved. Property operating revenues from managed properties, which are not subject to leasing arrangements, are derived from room rentals, food and beverage sales, ski and spa operations, golf operations, membership dues, ticket sales, concessions, waterpark and themepark operations, resident rental fees, assistance services, and other service revenues. Such revenues, excluding membership dues, are recognized when rooms are occupied, when services have been performed, and when products are delivered. Membership dues are recognized ratably over the term of the membership period. For mortgages and other notes receivable, interest income is recognized on an accrual basis when earned, except for loans placed on non-accrual status, for which interest income is recognized when received. Any deferred portion of contractual interest is recognized on a straight-line basis over the term of the corresponding note. Loan origination fees charged and acquisition fees incurred in connection with the making of loans are recognized as interest income, and a reduction in interest income, respectively over the term of the notes.

Capital Improvement Reserve Income — The Company’s leases require the tenants to pay certain contractual amounts that are set aside by the Company for replacements of fixed assets and other improvements to the properties. These amounts are and will remain the property of the Company during and after the term of the lease. The amounts are recorded as capital improvement reserve income at the time that they are earned and are included in rental income from operating leases in the accompanying consolidated statements of operations. Capital Improvement reserve income was approximately $23.5 million, $22.7 million and $24.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Mortgages and Other Notes Payable — Mortgages and other notes payable are recorded at the stated principal amount and are generally collateralized by the Company’s lifestyle properties with monthly interest only and/or principal payments. A loan that is accounted for as a troubled debt restructure is recorded at the present value future cash payments, principal and interest, specified by the new terms. The Company may undergo a troubled debt restructuring if management determines that the underlying collateralized properties are not performing to meet debt service. In order to qualify as a troubled debt restructure the following must apply: (i) the underlying collateralized property value decreased as a result of the economic environment, (ii) transfer of asset (cash) to partially satisfy the loan has occurred and (iii) new loan terms decrease the effective interest rate and extend the maturity date. The difference between the future cash payments specified by the new terms and the carrying value immediately preceding the restructure is recorded as gain on extinguishment of debt.

Income Taxes — The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended and related regulations beginning with the year ended December 31, 2004. As a REIT, the Company generally is not subject to federal corporate income taxes provided it distributes at least 100% of its REIT taxable income and capital gains and meets certain other requirements for qualifying as a REIT. Subject to compliance with applicable tax law, certain properties may be operated using an eligible third-party manager. In those cases, taxable income from those operations may be subject to federal income tax. Management believes that the Company was organized and operated in a manner that enabled the Company to continue to qualify for treatment as a REIT for federal income tax purposes for the years ended December 31, 2012, 2011 and 2010.

Under the provisions of the Internal Revenue Code and applicable state laws, each TRS entity of the Company is subject to taxation of income on the profits and losses from its operations. The Company accounts for federal and state income taxes with respect to its TRS entities using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and respective tax bases and operating losses and tax-credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Earnings (loss) Per Share — Earnings (loss) per share is calculated based upon the weighted-average number of shares of common stock outstanding during the period.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. For example, significant estimates and assumptions are made in connection with the allocation of purchase price and the analysis of real estate, equity method investments and impairments. Actual results could differ from those estimates.

Reclassifications — Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation with no effect on previously reported total assets and total liabilities, net loss or stockholders’ equity. The results of operations of the real estate properties that are classified as held for sale, along with properties sold during the period, are reflected in discontinued operations for all periods presented.

Segment Information — Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker currently evaluates the Company’s operations from a number of different operational perspectives including but not limited to a property-by-property basis and by tenant and operator. The Company derives all significant revenues from a single reportable operating segment of business, lifestyle real estate regardless of the type (ski, attractions, senior housing, etc.) or ownership structure (leased or managed). In addition, the Company evaluated each individual property and determined they were individually less than 10% of the combined revenue for the year ended December 31, 2012. Accordingly, the Company does not report segment information; nevertheless, management periodically evaluates whether the Company continues to have one single reportable segment of business.

Out of Period Adjustments — During the fourth quarter of 2012, the Company identified errors in the consolidated financial statements relating to prior years. The Company understated expenses related to the transition of certain properties from leased to managed structure which resulted in an understatement of loss on lease terminations by $1.6 million and an understatement of other operating expenses by $2.2 million. The Company concluded these adjustments were not material, individually or in the aggregate, to its results for this or any of the prior periods and, as such, the Company recorded out of period adjustments to increase its net loss during the fourth quarter of 2012 by $3.8 million.

Recent Accounting Pronouncements — In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (AOCI).” This update clarified the guidance in subtopic 220 and requires preparers to report, in one place, information about reclassifications out of AOCI. The ASU also requires companies to report changes in AOCI balances. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. This ASU impacts presentation only and, as such, will not have a material impact on the Company’s financial condition.

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles – Goodwill and Other (Topic 350).” This ASU provides an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired and to determine whether it should perform a quantitative impairment test. This ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this ASU did not have a material effect on the Company’s financial statements and disclosures.

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (Topic 210).” This ASU also serves to amend the disclosure requirements in FASB ASU 815, “Derivatives and Hedging.” This ASU will require companies to provide both net amounts (those that are offset) and gross information (as if amounts are not offset) in notes to the financial statements. This ASU is effective for interim and annual periods beginning after January 1, 2013. Because this ASU impacts presentation only, it will have no effect on the Company’s financial condition.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This ASU establishes a global standard for measuring amounts at fair value. The ASU is effective for the Company beginning the first quarter of 2012. The adoption of this ASU did not have a material impact on the Company’s financial statements and disclosures.

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Properties Acquired, Pro Forma Results of Operations (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2011 Great Wolf property	Dec. 31, 2010 Great Wolf property	Dec. 31, 2009 Great Wolf property
Business Combination, Pro Forma Information [Line Items]
Revenues	$ 497,260		$ 449,792		$ 448,152	$ 344,144	$ 285,353
Expenses	507,059	[1]	443,008	[1]
Other expense	(61,878)		(59,876)
Net loss	$ (71,677)		$ (53,092)		$ (54,065)	$ (79,018)	$ (17,144)
Loss per share of common stock (basic and diluted)	$ (0.23)		$ (0.18)		$ (0.18)	$ (0.30)	$ (0.07)
Weighted average number of shares of common stock outstanding (basic and diluted)	312,309		302,250		302,250	263,516	235,873

[1] The pro formas for the year ended December 31, 2012, were adjusted to exclude approximately $1.6 million of acquisition related expenses incurred in 2012. The pro forma for the year ended December 31, 2011, were adjusted to include these charges.

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Schedule of Future Principal Payments and Maturities for indebtedness (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Debt Instrument [Line Items]
2013	$ 19,621
2014	72,816
2015	150,944
2016	170,018
2017	165,189
Thereafter	562,198
Total	$ 1,140,786

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Consolidating Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Assets
Real estate investment properties, net	$ 2,176,357	$ 2,059,288
Investments in unconsolidated entities	287,339	318,158
Cash	73,224	162,839	200,517	183,575
Mortgages and other notes receivable, net	124,730	124,352
Deferred rent and lease incentives	109,507	94,981
Other assets	63,655	42,973
Restricted cash	40,316	37,877
Intangibles, net	35,457	30,937
Accounts and other receivables, net	21,700	19,681
Total Assets	2,938,028	2,893,949
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable	649,002	530,855
Senior notes, net of discount	394,100	393,782
Line of credit	95,000
Other liabilities	47,445	46,054
Accounts payable and accrued expenses	40,064	32,158
Due to affiliates	986	1,120
Total Liabilities	1,226,597	1,003,969
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value per share
Excess shares, $.01 par value per share
Common stock, $.01 par value per share	3,164	3,092
Capital in excess of par value	2,803,346	2,743,972
Accumulated earnings (deficit)	(149,446)	(73,373)
Accumulated distributions	(937,972)	(774,259)
Accumulated other comprehensive loss	(7,661)	(9,452)
Total Stockholders' Equity	1,711,431	1,889,980	1,931,040	1,849,216
Total Liabilities and Stockholders' Equity	2,938,028	2,893,949
Issuer
Assets
Investments in subsidiaries	2,061,102	2,140,835
Cash	39,219	134,608	191,410	177,265
Other assets	13,967	16,899
Restricted cash	46	91
Accounts and other receivables, net		1
Total Assets	2,114,334	2,292,434
LIABILITIES AND STOCKHOLDERS' EQUITY
Senior notes, net of discount	394,100	393,782
Accounts payable and accrued expenses	7,857	7,562
Due to affiliates	946	1,110
Total Liabilities	402,903	402,454
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value per share
Excess shares, $.01 par value per share
Common stock, $.01 par value per share	3,164	3,092
Capital in excess of par value	2,803,346	2,743,972
Accumulated earnings (deficit)	(154,211)	(78,138)
Accumulated distributions	(940,868)	(778,946)
Total Stockholders' Equity	1,711,431	1,889,980
Total Liabilities and Stockholders' Equity	2,114,334	2,292,434
Guarantor Subsidiaries
Assets
Real estate investment properties, net	1,066,297	1,103,655
Investments in unconsolidated entities	287,339	318,158
Investments in subsidiaries	1,208,475	901,750
Cash	14,125	11,268	2,471	1,621
Mortgages and other notes receivable, net	38,987	88,567
Deferred rent and lease incentives	86,752	70,744
Other assets	16,057	12,396
Restricted cash	20,009	20,295
Intangibles, net	16,481	18,881
Accounts and other receivables, net	11,939	12,438
Assets held for sale	5,743	2,863
Total Assets	2,772,204	2,561,015
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable	255,942	219,647
Line of credit	95,000
Other liabilities	23,533	24,961
Accounts payable and accrued expenses	12,306	6,200
Due to affiliates	3	2
Total Liabilities	386,784	250,810
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value per share
Excess shares, $.01 par value per share
Capital in excess of par value	5,389,388	4,421,126
Accumulated earnings (deficit)	313,032	292,638
Accumulated distributions	(3,317,000)	(2,403,559)
Total Stockholders' Equity	2,385,420	2,310,205
Total Liabilities and Stockholders' Equity	2,772,204	2,561,015
Non-Guarantor Subsidiaries
Assets
Real estate investment properties, net	1,110,060	955,633
Investments in subsidiaries	2,684,880	1,148,688
Cash	19,880	16,963	6,636	4,689
Mortgages and other notes receivable, net	121,190	118,474
Deferred rent and lease incentives	22,755	24,237
Other assets	33,631	13,678
Restricted cash	20,261	17,491
Intangibles, net	18,976	12,056
Accounts and other receivables, net	9,761	7,242
Total Assets	4,041,394	2,314,462
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable	426,127	374,072
Other liabilities	23,912	21,093
Accounts payable and accrued expenses	22,281	38,221
Due to affiliates	37	8
Total Liabilities	472,357	433,394
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value per share
Excess shares, $.01 par value per share
Capital in excess of par value	7,846,451	4,509,517
Accumulated earnings (deficit)	338,888	311,231
Accumulated distributions	(4,608,641)	(2,930,228)
Accumulated other comprehensive loss	(7,661)	(9,452)
Total Stockholders' Equity	3,569,037	1,881,068
Total Liabilities and Stockholders' Equity	4,041,394	2,314,462
Consolidating Adjustments
Assets
Investments in subsidiaries	(5,954,457)	(4,191,273)
Mortgages and other notes receivable, net	(35,447)	(82,689)
Total Assets	(5,989,904)	(4,273,962)
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable	(33,067)	(62,864)
Accounts payable and accrued expenses	(2,380)	(19,825)
Total Liabilities	(35,447)	(82,689)
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value per share
Excess shares, $.01 par value per share
Capital in excess of par value	(13,235,839)	(8,930,643)
Accumulated earnings (deficit)	(647,155)	(599,104)
Accumulated distributions	7,928,537	5,338,474
Total Stockholders' Equity	(5,954,457)	(4,191,273)
Total Liabilities and Stockholders' Equity	(5,989,904)	(4,273,962)
Consolidated
Assets
Real estate investment properties, net	2,176,357	2,059,288
Investments in unconsolidated entities	287,339	318,158
Cash	73,224	162,839	200,517	183,575
Mortgages and other notes receivable, net	124,730	124,352
Deferred rent and lease incentives	109,507	94,981
Other assets	63,655	42,973
Restricted cash	40,316	37,877
Intangibles, net	35,457	30,937
Accounts and other receivables, net	21,700	19,681
Assets held for sale	5,743	2,863
Total Assets	2,938,028	2,893,949
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable	649,002	530,855
Senior notes, net of discount	394,100	393,782
Line of credit	95,000
Other liabilities	47,445	46,054
Accounts payable and accrued expenses	40,064	32,158
Due to affiliates	986	1,120
Total Liabilities	1,226,597	1,003,969
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value per share
Excess shares, $.01 par value per share
Common stock, $.01 par value per share	3,164	3,092
Capital in excess of par value	2,803,346	2,743,972
Accumulated earnings (deficit)	(149,446)	(73,373)
Accumulated distributions	(937,972)	(774,259)
Accumulated other comprehensive loss	(7,661)	(9,452)
Total Stockholders' Equity	1,711,431	1,889,980
Total Liabilities and Stockholders' Equity	$ 2,938,028	$ 2,893,949

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Variable Interest and Unconsolidated Entities - Additional Information (Detail) (USD $)	3 Months Ended									12 Months Ended					1 Months Ended	12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012 Entity	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Joint Venture Agreement	Dec. 31, 2011 Joint Venture Agreement	Aug. 31, 2012 DMC Partnership	Dec. 31, 2012 DMC Partnership	Dec. 31, 2011 DMC Partnership	Dec. 31, 2010 DMC Partnership	Dec. 31, 2012 Intrawest Venture Property	Dec. 31, 2011 Intrawest Venture
Variable Interest Entity [Line Items]
Number of wholly-owned subsidiaries										5
No of buy out options exercisable										3
Exercisable date of tenants' buy-out options										Dec. 31, 2012
Lease Expiration date										2026-03
No of remaining buy out options exercisable										2
Remaining buy-out options become exercisable in year										2014
Maximum exposure to loss on investment	$ 150,800,000					$ 142,600,000				$ 150,800,000	$ 142,600,000								$ 23,500,000	$ 30,400,000
Equity ownership in number of companies										5
Aggregate proceed from sale of interest in joint venture													198,500,000
Equity in earnings (loss) of unconsolidated entities	(253,000)	[1]	2,266,000	2,277,000	1,231,000	1,801,000	926,000	2,161,000	(3,866,000)	5,521,000	1,022,000	10,978,000	800,000	(10,600,000)		8,962,000	10,805,000	10,775,000
Distributions received by the Company										3,445,000	11,624,000		26,100,000	11,600,000
Number of destination retail properties held for sale																			7
Debt Obligation	$ 868,600,000					$ 872,800,000				$ 868,600,000	$ 872,800,000				$ 13,000,000
LIBOR one-month plus, interest rate on debt															2.55%
Terms of term-loan															Sep. 01, 2014

[1] Includes impact from out of period adjustments as described above. See "Footnote 2 - Significant Accounting Policies" for additional information.

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Selected Quarterly Financial Data

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Data

19. Selected Quarterly Financial Data (Unaudited):

The following table presents selected unaudited quarterly financial data for the years ended December 31, 2012 and 2011 (in thousands except per share data):

	First			Second			Third			Fourth (2)			Full Year
2012 Quarters
Total revenues	$	89,384		$	120,267		$	175,390		$	96,238		$	481,279
Operating income (loss)		(9,098	)		(5,858	)		39,782			(37,621	)		(12,795	)
Equity in earnings of unconsolidated entities		1,231			2,277			2,266			(253	)		5,521
Income (loss) from continuing operations		(24,101	)		(20,268	)		23,899			(54,203	)		(74,673	)
Discontinued operations (1)		(642	)		326			(286	)		(798	)		(1,400	)
Net income (loss)		(24,743	)		(19,942	)		23,613			(55,001	)		(76,073	)
Weighted average number of shares outstanding (basic and diluted)		309,235			311,860			313,250			314,858			312,309
Earnings (loss) per share of common stock (basic and diluted)	$	(0.08	)	$	(0.06	)	$	0.08		$	(0.17	)	$	(0.24	)

	First			Second			Third			Fourth			Full Year
2011 Quarters
Total revenues	$	81,671		$	105,030		$	153,913		$	77,522		$	418,136
Operating income (loss)		(5,433	)		(736	)		28,201			(16,746	)		5,286
Equity in earnings of unconsolidated entities		(3,866	)		2,161			926			1,801			1,022
Income (loss) from continuing operations		(20,673	)		(15,640	)		12,394			(30,671	)		(54,590	)
Discontinued operations (2)		43			(93	)		(13,633	)		(1,337	)		(15,020	)
Net income (loss)		(20,630	)		(15,733	)		(1,239	)		(32,008	)		(69,610	)
Weighted average number of shares outstanding (basic and diluted)		290,079			304,595			306,344			307,776			302,250
Earnings (loss) per share of common stock (basic and diluted)	$	(0.07	)	$	(0.05	)	$	(0.00	)	$	(0.10	)	$	(0.23	)

FOOTNOTES:

(1) The Company classified certain properties as assets held for sale and reclassified the results related to those properties to discontinued operations for all periods presented.

(2) Includes impact from out of period adjustments as described above. See “Footnote 2 – Significant Accounting Policies” for additional information.

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Summary of Balance Sheet Data (Parenthetical) (Detail) (HLBV, USD $)	Dec. 31, 2012	Dec. 31, 2011
HLBV
Schedule of Unconsolidated Entities [Line Items]
Company's share of partners' capital	$ 265,300,000	$ 294,500,000
Difference between carrying amount of investment and Company's partners capital	$ 22,000,000	$ 23,600,000

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Operating Leases (Tables)

12 Months Ended

Dec. 31, 2012

Future Minimum Lease Payments to be Received under Non-Cancellable Operating Leases

The following is a schedule of future minimum lease payments to be received under the non-cancellable operating leases with third-parties at December 31, 2012 excluding properties that the Company classified as assets held for sale (in thousands):

2013	$	121,196
2014		123,965
2015		126,810
2016		128,892
2017		130,010
Thereafter		1,359,716
Total	$	1,990,589

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Derivative Instruments and Hedging Activities

12 Months Ended

Dec. 31, 2012

Derivative Instruments and Hedging Activities

12. Derivative Instruments and Hedging Activities:

The Company utilizes derivative instruments to offset partially the effect of fluctuating interest rates on the cash flows associated with its variable-rate debt. The Company follows established risk management policies and procedures in its use of derivatives and does not enter into or hold derivatives for trading or speculative purposes. The Company records all derivative instruments on its balance sheet at fair value. On the date the Company enters into a derivative contract, the derivative is designated as a hedge of the exposure to variable cash flows of a forecasted transaction. The effective portion of

the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently recognized in the statements of operations in the periods in which earnings are impacted by the variability of the cash flows

of the hedged item. Any ineffective portion of the gain or loss is reflected in interest expense in the statements of operations.

The Company has five interest rate swaps that were designated as cash flow hedges of interest payments from their inception. The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2012 and 2011, which are included in other liabilities in the accompanying consolidated balance sheets (in thousands):

												Fair Value Liability December 31,
Notional Amount			Strike (1)			Credit Spread (1)			Trade Date		Maturity Date	2012			2011
$	62,856			1.9	%		1.3	%		12/6/10	1/2/16	$	(2,423	)	$	(2,129	)
$	9,070			3.6	%		3.3	%		9/28/09	9/1/19	$	(1,238	)	$	(1,136	)
$	18,434	(2)		2.7	% (2)		3.8	%		12/1/09	12/1/14	$	(460	)	$	(796	)
$	16,350			2.2	%		4.5	%		1/13/11	12/31/15	$	(761	)	$	(762	)
$	25,000			1.3	%		3.0	%		8/30/11	8/28/16	$	(716	)	$	(361	)

FOOTNOTES:

(1) The strike rate does not include the credit spread on each of the notional amounts.

(2) The Company swapped the interest rate on its $20.0 million loan denominated in Canadian dollars to a fixed interest rate of 6.4%. The notional amount has been converted from Canadian dollars to U.S. dollars at an exchange rate of 1.00 and 0.98 Canadian dollars for $1.00 U.S. dollar on December 31, 2012 and 2011, respectively.

As of December 31, 2012, the Company’s hedges qualified as highly effective and, accordingly, all of the change in value is reflected in other comprehensive income (loss). Determining fair value and testing effectiveness of these financial instruments requires management to make certain estimates and judgments. Changes in assumptions could have a positive or negative impact on the estimated fair values and measured effectiveness of such instruments could, in turn, impact the Company’s results of operations.

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Concentrations of Risk - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Concentration Risk [Line Items]
Interest income form tenants	$ 11.3	$ 11.6	$ 11.4
Interest income form tenants, as a percent of total revenues	2.30%	2.80%	3.80%