10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2014

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 or 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

Former name, former address and former fiscal year, if changed since last report

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the 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 Exchange Act).    Yes  ¨    No  x

The number of shares of common stock outstanding as of August 8, 2014 was 325,711,683.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Information (unaudited):
	Condensed Consolidated Balance Sheets		1
	Condensed Consolidated Statements of Operations		2
	Condensed Consolidated Statements of Comprehensive Losses		3
	Condensed Consolidated Statements of Stockholders’ Equity		4
	Condensed Consolidated Statements of Cash Flows		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		48
Item 4.	Controls and Procedures		49
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		50
Item 1A.	Risk Factors		50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		50
Item 3.	Defaults Upon Senior Securities		50
Item 4.	Mine Safety Disclosures		50
Item 5.	Other Information		50
Item 6.	Exhibits		51
Signatures			52
Exhibits			53

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands except per share data)

	June 30,			December 31,
	2014			2013
ASSETS
Real estate investment properties, net (including $180,196 and $184,306 related to consolidated variable interest entities, respectively)	$	1,804,898		$	2,068,973
Assets held for sale, net		328,277			90,794
Investments in unconsolidated entities		130,099			132,324
Cash		121,301			71,574
Mortgages and other notes receivable, net		104,572			117,963
Deferred rent and lease incentives		60,715			57,378
Restricted cash		55,740			51,335
Other assets		52,976			52,310
Intangibles, net		25,937			36,922
Accounts and other receivables, net		25,054			21,080
Total Assets	$	2,709,569		$	2,700,653
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable (including $68,369 and $87,095 related to non-recourse debt of consolidated variable interest entities, respectively)	$	708,029		$	760,192
Senior notes, net of discount		394,587			394,419
Line of credit		152,500			50,000
Other liabilities		94,359			76,816
Accounts payable and accrued expenses		63,390			49,823
Due to affiliates		567			1,025
Total Liabilities		1,413,432			1,332,275
Commitments and contingencies (Note 14)
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; 349,084 and 345,114 shares issued and 325,713 and 322,627 shares outstanding as of June 30, 2014 and December 31, 2013, respectively		3,257			3,226
Capital in excess of par value		2,867,433			2,846,265
Accumulated deficit		(430,843	)		(401,985	)
Accumulated distributions		(1,142,142	)		(1,073,422	)
Accumulated other comprehensive loss		(1,568	)		(5,706	)
Total Stockholders’ Equity		1,296,137			1,368,378
Total Liabilities and Stockholders’ Equity	$	2,709,569		$	2,700,653

See accompanying notes to condensed consolidated financial statements.

1

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands except per share data)

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Revenues:
Rental income from operating leases	$	34,524		$	30,223		$	77,378		$	69,693
Property operating revenues		87,308			79,791			138,976			126,594
Interest income on mortgages and other notes receivable		2,946			3,363			6,079			6,782
Total revenues		124,778			113,377			222,433			203,069
Expenses:
Property operating expenses		70,096			66,134			121,100			113,386
Asset management fees to advisor		7,507			9,212			16,078			18,425
General and administrative		5,121			4,962			9,117			8,955
Ground lease and permit fees		2,980			2,468			6,623			6,470
Acquisition fees and costs		1,279			546			2,003			913
Other operating expenses		1,028			1,258			1,791			1,936
Bad debt expense (recovery)		(9	)		4,033			997			4,059
Recovery on lease terminations		(741	)		—			(741	)		—
Loan loss provision		2,520			—			2,520			—
Impairment provision		—			42,451			—			42,451
Depreciation and amortization		31,098			28,837			63,032			57,595
Total expenses		120,879			159,901			222,520			254,190
Operating Income (loss)		3,899			(46,524	)		(87	)		(51,121	)
Other income (expense):
Interest and other income		89			71			91			397
Interest expense and loan cost amortization (includes $404 loss on termination of cash flow hedge for both the quarter and six months ended June 30, 2014)		(19,707	)		(16,397	)		(38,767	)		(32,661	)
Loss on extinguishment of debt		(196	)		—			(196	)		—
Equity in earnings (loss) of unconsolidated entities		(526	)		6,159			3,773			5,036
Total other expense		(20,340	)		(10,167	)		(35,099	)		(27,228	)
Loss from continuing operations		(16,441	)		(56,691	)		(35,186	)		(78,349	)
Income (loss) from discontinued operations (includes $2,613 and $3,027 amortization of loss and loss on termination of cash flow hedges for the quarter and six months ended June 30, 2014, respectively, and $413 and $827 amortization of loss on termination of cash flow hedges for the quarter and six months ended June 30, 2013, respectively)		7,936			1,486			6,328			(155	)
Net loss	$	(8,505	)	$	(55,205	)	$	(28,858	)	$	(78,504	)
Income (loss) per share of common stock (basic and diluted)
Continuing operations	$	(0.05	)	$	(0.18	)	$	(0.11	)	$	(0.25	)
Discontinued operations		0.02			0.01			0.02			(0.00	)
Loss per share	$	(0.03	)	$	(0.17	)	$	(0.09	)	$	(0.25	)
Weighted average number of shares of common stock outstanding (basic and diluted)		324,197			317,959			323,424			317,175

See accompanying notes to condensed consolidated financial statements.

2

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSES

(UNAUDITED)

(in thousands)

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Net loss	$	(8,505	)	$	(55,205	)	$	(28,858	)	$	(78,504	)
Other comprehensive income (loss):
Foreign currency translation adjustments		784			(754	)		95			(1,214	)
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges		3,017			413			3,431			827
Unrealized gain arising during the period		290			1,020			612			1,399
Total other comprehensive income		4,091			679			4,138			1,012
Total comprehensive loss	$	(4,414	)	$	(54,526	)	$	(24,720	)	$	(77,492	)

See accompanying notes to condensed consolidated financial statements.

3

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2014 and the Year Ended December 31, 2013

(UNAUDITED)

(in thousands except per share data)

	Common Stock						Capital in Excess of Par Value									Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
	Number of Shares			Par Value						Accumulated Deficit			Accumulated Distributions
Balance at December 31, 2012		316,371		$	3,164		$	2,803,346		$	(149,446	)	$	(937,972	)	$	(7,661	)	$	1,711,431
Subscriptions received for common stock through distribution reinvestment plan		7,901			79			54,857			—			—			—			54,936
Redemption of common stock		(1,645	)		(17	)		(11,938	)		—			—			—			(11,955	)
Net loss		—			—			—			(252,539	)		—			—			(252,539	)
Distributions, declared and paid ($0.4252 per share)		—			—			—			—			(135,450	)		—			(135,450	)
Foreign currency translation adjustment		—			—			—			—			—			(1,563	)		(1,563	)
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 9)		—			—			—			—			—			1,863			1,863
Balance at December 31, 2013		322,627		$	3,226		$	2,846,265		$	(401,985	)	$	(1,073,422	)	$	(5,706	)	$	1,368,378
Subscriptions received for common stock through distribution reinvestment plan		3,970			40			27,136			—			—			—			27,176
Redemption of common stock		(884	)		(9	)		(5,968	)		—			—			—			(5,977	)
Net loss		—			—			—			(28,858	)		—			—			(28,858	)
Distributions, declared and paid ($0.2126 per share)		—			—			—			—			(68,720	)		—			(68,720	)
Foreign currency translation adjustment		—			—			—			—			—			95			95
Amortization of loss and loss on termination of cash flow hedges		—			—			—			—			—			3,431			3,431
Current period adjustment to recognize changes in fair value of cash flow hedges, net of reclassifications (Note 9)		—			—			—			—			—			612			612
Balance at June 30, 2014		325,713		$	3,257		$	2,867,433		$	(430,843	)	$	(1,142,142	)	$	(1,568	)	$	1,296,137

See accompanying notes to condensed consolidated financial statements.

4

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Six Months Ended June 30,
	2014			2013
Operating activities:
Net cash provided by operating activities	$	76,757		$	82,165
Investing activities:
Acquistion of properties		(53,050	)		(22,000	)
Capital expenditures		(44,065	)		(38,764	)
Proceeds from sale of properties		73,453			11,275
Proceeds from release of collateral on loan payable		—			11,167
Principal payments received on mortgage loans receivable		2,374			4,208
Changes in restricted cash		(4,434	)		(11,527	)
Other		(450	)		(1,065	)
Net cash used in investing activities		(26,172	)		(46,706	)
Financing activities:
Redemptions of common stock		(5,977	)		(5,995	)
Distributions to stockholders, net of distribution reinvestments		(41,544	)		(39,982	)
Proceeds under line of credit		102,500			50,000
Proceeds from mortgage loans and other notes payable		50,702			30,000
Principal payments on line of credit		—			(40,000	)
Principal payments on mortgage loans and senior notes		(100,145	)		(10,260	)
Principal payments on capital leases		(2,342	)		(1,052	)
Payments of entrance fee refunds		(1,257	)		—
Payment of loan costs		(2,884	)		(749	)
Net cash used in financing activities		(947	)		(18,038	)
Effect of exchange rate fluctuations on cash		89			(73	)
Net increase in cash		49,727			17,348
Cash at beginning of period		71,574			73,224
Cash at end of period	$	121,301		$	90,572
Supplemental disclosure of non-cash investing activities:
Assumption of entrance fee liabilities	$	—		$	13,800

See accompanying notes to condensed consolidated financial statements.

5

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

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 June 30, 2014, the Company owned 148 lifestyle properties directly and indirectly within the following asset classes: ski and mountain lifestyle, golf facilities, senior housing, attractions, marinas and additional lifestyle properties. Eight of these 148 properties are owned through unconsolidated joint ventures and three are located in Canada. The Company raises capital through its distribution reinvestment plan (“DRP”) and uses such proceeds to make investments and for other corporate purposes. The Company may make selected asset dispositions and may use such proceeds to retire indebtedness or to invest in other income producing investment opportunities or other permitted investments.

In March 2014, the Company engaged Jefferies LLC, a leading global investment banking and advisory firm, to assist the Company’s management and its Board of Directors in actively evaluating various strategic alternatives to provide liquidity to the Company’s shareholders.

2. Significant Accounting Policies:

Principles of Consolidation and Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the quarter and six months ended June 30, 2014 may not be indicative of the results that may be expected for the year ending December 31, 2014. Amounts as of December 31, 2013 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The accompanying unaudited condensed 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 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.

6

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

2. Significant Accounting Policies (Continued):

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 unaudited condensed 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.

Adopted Accounting Pronouncements — In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a similar Tax Loss, or a Tax Credit Carryforward Exists.” This update clarified the guidance in subtopic 740 and requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward to the extent one is available. Effective January 1, 2014, the Company adopted this ASU. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows.

Recent Accounting Pronouncements — In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This update changes the criteria for reporting discontinued operations where only disposals representing a strategic shift that have a major effect on the organization’s operations and financial results in operations should be presented as discontinued operations. If the disposal qualifies as a discontinued operation under ASU 2014-08, the entity will be required to provide expanded disclosures. The guidance will be applied prospectively to new disposals and new classifications of disposal groups held for sale after the effective date. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 with early adoption permitted but only for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. The Company elected not to early adopt ASU 2014-08 and is currently evaluating the amendments of ASU 2014-08. These amendments are expected to impact the Company’s determinations of which future property disposals, if any, qualify as discontinued operations, as well as require additional disclosures about discontinued operations.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new Accounting Standards Codification (“ASC”) topic (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, lease contracts). This ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted using one of two retrospective application methods: 1) retrospectively to each prior reporting period presented or 2) as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the amendments of ASU 2014-09; however, these amendments could potentially have a significant impact on its consolidated financial position, results of operations or cash flows.

3. Acquisitions:

During the six months ended June 30, 2014, the Company acquired four senior housing properties for an aggregate purchase price of approximately $53.1 million. These properties are subject to long-term triple net leases with an initial term of 10 years with renewal options. During the six months ended June 30, 2013, the Company acquired one senior housing property for a purchase price of $22.0 million, net of the present value of entrance fees liabilities assumed of approximately $13.8 million. The property is subject to a long-term triple-net lease with an initial term of 20 years with renewal options. The acquisitions during the six months ended June 30, 2014 and 2013 were not considered material to the Company.

7

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

4. Real Estate Investment Properties, net:

As of June 30, 2014 and December 31, 2013, real estate investment properties consisted of the following (in thousands):

	June 30, 2014			December 31, 2013
Land and land improvements	$	641,749		$	904,409
Leasehold interests and improvements		274,145			311,560
Buildings		873,395			926,098
Equipment		657,793			692,854
Less: accumulated depreciation and amortization		(642,184	)		(765,948	)
	$	1,804,898		$	2,068,973

For the six months ended June 30, 2014 and 2013, the Company had depreciation and amortization expenses of approximately $59.6 million and $54.0 million, respectively, excluding properties that the Company classified as assets held for sale.

5. Assets Held for Sale, net and Discontinued Operations:

Assets Held for Sale, net — As of December 31, 2013, the Company classified five properties as assets held for sale. In March 2014, the Company approved a plan to sell its golf portfolio, consisting of 48 properties, and one family entertainment center and classified those properties as assets held for sale. In June 2014, the Company signed a purchase and sale agreement to sell its golf portfolio to a third-party buyer and expects to complete the sale by the end of 2014. Also in June 2014, the Company sold its multi-family residential property, which was one of the five properties classified as assets held for sale as of December 31, 2013, and received net sales proceeds of approximately $73.5 million. In connection with the transaction, the Company recorded a loss of approximately $0.1 million. In addition, during the six months ended June 30, 2014, the Company decided to discontinue marketing the sale of its unimproved land and reclassified the unimproved land as held and used. As of June 30, 2014, the Company classified 52 properties as assets held for sale. The following table presents the net carrying value of the properties classified as assets held for sale (in thousands):

	June 30, 2014		December 31, 2013
Real estate investment properties, net
Land and land improvements	$	196,780	$	40,097
Building and building improvements		104,240		47,989
Equipment		15,848		2,708
		316,868		90,794
Intangibles, net		8,501		—
Accounts and other receivables, net		2,908		—
Total	$	328,277	$	90,794

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 sale, which were not accounted for under the equity method of accounting, as of June 30, 2014, as discontinued operations in the accompanying unaudited condensed consolidated statements of operations.

8

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

5. Assets Held for Sale, net and Discontinued Operations (Continued):

The following table is a summary of income (loss) from discontinued operations for the quarter and six months ended June 30, 2014 and 2013 (in thousands):

	Quarter Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenues	$	21,696		$	20,720		$	39,454		$	38,149
Expenses		(10,940	)		(11,494	)		(20,236	)		(21,188	)
Impairment provision		(1,150	)		—			(4,464	)		—
Depreciation and amortization		—			(7,796	)		(4,925	)		(15,221	)
Operating income		9,606			1,430			9,829			1,740
Gain (loss) from sale of properties		(73	)		2,080			(70	)		2,083
Gain on extinguishment of debt (1)		2,603			—			2,603			—
Other expense (2)		(4,200	)		(2,024	)		(6,034	)		(3,978	)
Income (loss) from discontinued operations	$	7,936		$	1,486		$	6,328		$	(155	)

FOOTNOTES:

(1) In June 2014, the Company completed the sale of its multi-family residential property and used the net sales proceeds to retire the corresponding loan which resulted in a gain on extinguishment of debt.

(2) Amounts include amortization of loss and loss on termination of cash flow hedge of approximately $2.6 million and $3.0 million for the quarter and six months ended June 30, 2014, respectively. In addition, amounts include amortization of loss on termination of cash flow hedge of approximately $0.4 million and $0.8 million for the quarter and six months ended June 30, 2013, respectively. See Note 9. “Derivative Instruments and Hedging Activities” for additional information.

6. Variable Interest and Unconsolidated Entities:

Consolidated VIEs — The Company has four 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 are currently exercisable but the tenants have not elected to do so. The fourth tenant’s buy-out option will be exercisable in July 2018. The four buy-out options expire between July 2020 through March 2030. 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 unaudited condensed consolidated financial statements.

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):

	June 30, 2014		December 31, 2013
Assets
Real estate investment properties, net	$	180,196	$	184,306
Other assets	$	27,740	$	29,075
Liabilities
Mortgages and other notes payable	$	68,369	$	87,095
Other liabilities	$	15,043	$	13,214

9

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

6. Variable Interest and Unconsolidated Entities (Continued):

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 $124.5 million and $113.1 million as of June 30, 2014 and December 31, 2013, respectively. The Company’s exposure is limited because of the non-recourse nature of the borrowings of the VIEs.

Unconsolidated Entities — As of June 30, 2014, the Company holds ownership in two ventures, the DMC Partnership and the Intrawest 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 partner in the Intrawest Joint Venture, 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 limited to the carrying amount of its investment in the venture, which totaled approximately $22.9 million and $25.2 million as of June 30, 2014 and December 31, 2013, respectively.

The Intrawest Venture is working with the Canada Revenue Authority to resolve matters related to one of its entities. The Intrawest Venture’s maximum exposure relating to these matters is approximately $14.6 million. However, the Intrawest Venture believes the more likely than not resolution will be approximately $1.4 million. As such, an accrual of $1.4 million has been reflected in the financial information of the Intrawest Venture.

In June 2014, the Intrawest Venture decided to discontinue marketing for sale six of its seven village retail properties. As a result, the properties no longer met the asset held for sale criteria and were reclassified as held and used at the lower of adjusted carrying value (carrying value of the properties prior to being classified as held for sale adjusted for any depreciation and/or amortization expense that would have been recognized had the properties been continuously classified as held and used) or its fair value at the date of the subsequent decision not to sell. As of June 30, 2014, the adjusted carrying value was determined to be the lower, as such, the Intrawest Venture recorded an adjustment representing the catch up in depreciation and amortization expenses that would have been recognized had the properties been continuously classified as held and used. The seventh village retail property continues to be marketed for sale and the Intrawest Venture expects to complete the sale by the end of 2014.

The following tables present financial information for the Company’s unconsolidated entities for the quarter and six months ended June 30, 2014 and 2013 (in thousands):

Summarized operating data:

	Quarter Ended June 30, 2014
	DMC Partnership			Intrawest Venture			Total
Revenues	$	6,869		$	4,152		$	11,021
Property operating expenses		(93	)		(2,489	)		(2,582	)
Depreciation and amortization		(2,250	)		(4,337	)		(6,587	)
Interest expense		(1,918	)		(1,296	)		(3,214	)
Income (loss) from continuing operations		2,608			(3,970	)		(1,362	)
Discontinued operations (3)		—			375			375
Net income (loss)	$	2,608		$	(3,595	)	$	(987	)
Loss allocable to other venture partners (1)	$	(220	)	$	(402	) (2)	$	(622	)
Income (loss) allocable to the Company (1)	$	2,828		$	(3,193	)	$	(365	)
Amortization of capitalized costs		(108	)		(53	)		(161	)
Equity in earnings (loss) of unconsolidated entities	$	2,720		$	(3,246	)	$	(526	)
Distributions declared to the Company	$	2,829		$	492		$	3,321
Distributions received by the Company	$	2,797		$	658		$	3,455

10

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

6. Variable Interest and Unconsolidated Entities (Continued):

	Quarter Ended June 30, 2013
	DMC Partnership			Intrawest Venture			CNLSun I Venture (4)			CNLSun II Venture (4)			CNLSun III Venture (4)			Total
Revenues	$	6,870		$	4,465		$	36,114		$	10,021		$	10,714		$	68,184
Property operating expenses		(84	)		(2,378	)		(23,080	)		(6,550	)		(7,251	)		(39,343	)
Depreciation and amortization		(2,251	)		—			(5,407	)		(1,136	)		(1,426	)		(10,220	)
Interest expense		(1,979	)		(1,178	)		(8,117	)		(902	)		(1,464	)		(13,640	)
Interest and other income (expense)		1			(227	)		8			—			—			(218	)
Income (loss) from continuing operations		2,557			682			(482	)		1,433			573			4,763
Discontinued operations (3)		—			454			—			—			—			454
Net income (loss)	$	2,557		$	1,136		$	(482	)	$	1,433		$	573		$	5,217
Income (loss) allocable to other venture partners (1)	$	(271	)	$	(403	) (2)	$	(1,761	)	$	455		$	(84	)	$	(2,064	)
Income (loss) allocable to the Company (1)	$	2,828		$	1,539		$	1,279		$	978		$	657		$	7,281
Amortization of capitalized costs		(109	)		(59	)		(652	)		(216	)		(86	)		(1,122	)
Equity in earnings of unconsolidated entities	$	2,719		$	1,480		$	627		$	762		$	571		$	6,159
Distributions declared to the Company	$	2,829		$	749		$	3,920		$	522		$	835		$	8,855
Distributions received by the Company	$	2,797		$	770		$	3,878		$	517		$	825		$	8,787

	Six Months Ended June 30, 2014
	DMC Partnership			Intrawest Venture			Total
Revenues	$	14,779		$	8,601		$	23,380
Property operating expenses		(264	)		(4,730	)		(4,994	)
Depreciation and amortization		(4,452	)		(4,337	)		(8,789	)
Interest expense		(3,834	)		(2,409	)		(6,243	)
Income (loss) from continuing operations		6,229			(2,875	)		3,354
Discontinued operations (3)		—			546			546
Net income (loss)	$	6,229		$	(2,329	)	$	3,900
Income (loss) allocable to other venture partners (1)	$	604		$	(799	) (2)	$	(195	)
Income (loss) allocable to the Company (1)	$	5,625		$	(1,530	)	$	4,095
Amortization of capitalized costs		(216	)		(106	)		(322	)
Equity in earnings (loss) of unconsolidated entities	$	5,409		$	(1,636	)	$	3,773
Distributions declared to the Company	$	5,626		$	1,150		$	6,776
Distributions received by the Company	$	5,656		$	919		$	6,575

11

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

6. Variable Interest and Unconsolidated Entities (Continued):

	Six Months Ended June 30, 2013
	DMC Partnership			Intrawest Venture			CNLSun I Venture (4)			CNLSun II Venture (4)			CNLSun III Venture (4)			Total
Revenues	$	14,322		$	8,925		$	71,287		$	19,654		$	21,549		$	135,737
Property operating expenses		(244	)		(4,712	)		(45,999	)		(15,439	)		(14,609	)		(81,003	)
Depreciation and amortization		(4,549	)		—			(10,994	)		(2,244	)		(2,874	)		(20,661	)
Interest expense		(3,950	)		(2,357	)		(16,154	)		(2,057	)		(2,928	)		(27,446	)
Interest and other income (expense)		3			(395	)		20			—			—			(372	)
Income (loss) from continuing operations		5,582			1,461			(1,840	)		(86	)		1,138			6,255
Discontinued operations (3)		—			619			—			—			—			619
Net income (loss)	$	5,582		$	2,080		$	(1,840	)	$	(86	)	$	1,138		$	6,874
Income (loss) allocable to other venture partners (1)	$	(44	)	$	(799	) (2)	$	(1,341	)	$	(8	)	$	1,788		$	(404	)
Income (loss) allocable to the Company (1)	$	5,626		$	2,879		$	(499	)	$	(78	)	$	(650	)	$	7,278
Amortization of capitalized costs		(217	)		(117	)		(1,305	)		(431	)		(172	)		(2,242	)
Equity in earnings (loss) of unconsolidated entities	$	5,409		$	2,762		$	(1,804	)	$	(509	)	$	(822	)	$	5,036
Distributions declared to the Company	$	5,626		$	1,118		$	7,797		$	1,039		$	1,660		$	17,240
Distributions received by the Company	$	5,649		$	1,459		$	7,830		$	1,045		$	4,130		$	20,113

FOOTNOTES:

⁽¹⁾  Income (loss) is allocated between the Company and its partnership using the hypothetical liquidation book value (“HLBV”) method of accounting.

⁽²⁾  This amount includes 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 the purposes of the HLBV calculation.

⁽³⁾  This amount represents the one village retail property that remains classified as an asset held for sale.

⁽⁴⁾  In July 2013, the Company completed the sale of its interest in 42 senior housing properties held through the CNLSun I, CNLSun II and CNLSun III ventures.

As of June 30, 2014 and December 31, 2013, the Company’s share of partners’ capital determined under HLBV was approximately $122.3 million and $124.9 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 $7.8 million and $7.4 million, respectively.

7. Mortgages and Other Notes Receivable, net:

In April 2014, the Company foreclosed on an attractions property that served as collateral on one of its mortgage notes receivable. The net carrying value of the collateral was $7.9 million, which approximated the carrying value of the loan.

In December 2013, the Company recorded a loan loss provision in anticipation of restructuring one of its notes receivable, which was collateralized by a ski property, as a result of the borrower having financial difficulties. In April 2014, the Company completed the restructure which reduced the fixed interest rates with a cap of 11% to a fixed interest rate of 6.5% through end of 2014 and 7% from January 2015 through December 2018. In addition, the maturity date was accelerated from September 2022 to a new maturity date of December 2018. The loan requires interest only payments with principal payment at maturity. The modification is effective as of September 1, 2013.

12

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

7. Mortgages and Other Notes Receivable, net (continued):

In June 2014, the Company recorded a loan loss provision of approximately $2.5 million on one of its mortgage and other notes receivable as a result of uncertainty related to the collectability of the note receivable.

The estimated fair market value of the Company’s mortgages and other notes receivable was approximately $100.2 million and $112.2 million as of June 30, 2014 and December 31, 2013, respectively, based on discounted cash flows for each individual instrument based on market interest rates as of June 30, 2014 and December 31, 2013, 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 estimated fair value of accounts and other receivables approximates the carrying value as of June 30, 2014 and December 31, 2013 because of the relatively short maturities of the obligations.

8. Indebtedness:

In February 2014, the Company obtained a $40.0 million loan with an existing third-party lender. The loan bears interest at 30-day LIBOR plus 3.50% with a 1.50% LIBOR floor and matures in April 2017. This is a supplement to one of the Company’s existing loans which is collateralized by six ski and mountain lifestyle properties of which one of the properties is a VIE due to a potential future buy-out option. See Footnote 6. “Variable Interest and Unconsolidated Entities” above for additional information. The other terms of the existing loan remain the same.

In June 2014, the Company repaid two of its loans with an aggregate outstanding principal balance of $84.7 million with the net sales proceeds received from selling its multi-family residential property and proceeds from its revolving line of credit. Also, in June 2014, the Company funded the acquisition of three senior housing properties through its revolving line of credit. As of June 30, 2014, the Company’s revolving line of credit had an outstanding principal balance of $152.5 million.

In June 2014, the Company extended the maturity date of its collateralized bridge loan from June 30, 2014 to December 20, 2014 and paid an extension fee of 0.25%. Simultaneously with exercising its extension option, the Company repaid $7.0 million of the principal balance. As of June 30, 2014, the total outstanding principal balance was approximately $105.0 million.

Certain of the Company’s loans require the Company to meet certain customary financial covenants and ratios including fixed charge coverage ratio, leverage ratio, interest coverage ratio, debt to total assets ratio and limitations on distributions except as required to maintain the Company’s REIT status. In addition, under the terms of the indenture governing our senior notes which place certain limitations on the Company and certain of its subsidiaries, cash distributions may not exceed 95% of the adjusted funds from operations as defined. The Company was in compliance with all applicable provisions as of June 30, 2014.

The estimated fair values of mortgages and other notes payable and the line of credit were approximately $860.3 million and $803.7 million as of June 30, 2014 and December 31, 2013, respectively, 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 was approximately $417.4 million and $410.4 million as of June 30, 2014 and December 31, 2013, respectively, 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 June 30, 2014 and December 31, 2013 because of the relatively short maturities of the obligations.

9. 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.

13

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

9. Derivative Instruments and Hedging Activities (Continued):

As of December 31, 2013, the Company had five interest rate swaps that were designed as cash flow hedges of interest payments from their inception. During the six months ended June 30, 2014, two of the loans were paid in full and the corresponding interest rate swaps with an aggregate notional amount of approximately $84.7 million were terminated. As a result, the ineffective portion of the change in fair value resulting from the termination of hedges included in other comprehensive loss in the accompanying condensed consolidated balance sheets was reclassified to interest expense and loan cost amortization in the accompanying condensed consolidated statements of operations in both income (loss) from continuing and discontinued operations for the six months ended June 30, 2014. As of June 30, 2014, the Company had three interest rate swaps. The fair value of the Company’s derivative financial instruments is included in other liabilities in the accompanying condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013.

The following table summarizes the gross and net amounts of the Company’s derivative financial instruments (in thousands):

			As of June 30, 2014								Gross Amounts Not Offset in the Balance Sheets
Notional Amount of Cash Flow Hedges			Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheets		Net Amounts of Liabilities Presented in the Balance Sheets			Financial Instruments			Cash Collateral		Net Amount
$	8,577		$	(776	)	$	—	$	(776	)	$	(776	)	$	—	$	(776	)
$	16,352	(1)	$	(109	)	$	—	$	(109	)	$	(109	)	$	—	$	(109	)
$	15,000		$	(419	)	$	—	$	(419	)	$	(419	)	$	—	$	(419	)

			As of December 31, 2013								Gross Amounts Not Offset in the Balance Sheets
Notional Amount of Cash Flow Hedges			Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheets		Net Amounts of Liabilities Presented in the Balance Sheets			Financial Instruments			Cash Collateral		Net Amount
$	61,042		$	(1,748	)	$	—	$	(1,748	)	$	(1,748	)	$	—	$	(1,748	)
$	8,746		$	(743	)	$	—	$	(743	)	$	(743	)	$	—	$	(743	)
$	16,603	(1)	$	(233	)	$	—	$	(233	)	$	(233	)	$	—	$	(233	)
$	15,450		$	(524	)	$	—	$	(524	)	$	(524	)	$	—	$	(524	)
$	24,811		$	(446	)	$	—	$	(446	)	$	(446	)	$	—	$	(446	)

FOOTNOTE:

⁽¹⁾  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 0.94 Canadian dollars for $1.00 U.S. dollar on June 30, 2014 and December 31, 2013.

As of June 30, 2014, the Company’s remaining three 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.

14

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

10. Fair Value Measurements:

The Company had 52 investment properties that were classified as assets held for sale and carried at fair value less estimated costs to sell as of June 30, 2014. In addition, the Company had 48 investment properties carried at fair value less estimated costs to sell as of December 31, 2013. The level 3 unobservable inputs used in determining the fair value of the real estate properties include comparable sales transactions, information from potential buyers and management’s estimated cash flows over various holding periods, discounted using a range of estimated capitalization rates. The fair value of 52 properties, which approximates 100% of the assets held for sale as of June 30, 2014, was derived based upon information received from potential buyers.

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 June 30, 2014 and December 31, 2013, as follows (in thousands):

	Fair Value Measurement as of June 30, 2014		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	328,277	$	—	$	—	$	328,277
Liabilities:
Derivative instruments	$	1,304	$	—	$	1,304	$	—

	Fair Value Measurement as of December 31, 2013		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	90,794	$	—	$	—	$	90,794
Real estate investment properties, net carried at fair value	$	304,703	$	—	$	—	$	304,703
Liabilities:
Derivative instruments	$	3,694	$	—	$	3,694	$	—

11. Related Party Arrangements:

In March 2014, the Company’s Advisor amended its advisory agreement, effective April 1, 2014, to eliminate all acquisition fees on equity, performance fees, debt acquisition fees and disposition fees, and to reduce asset management fees to 0.075% monthly (or 0.90% annually) of invested assets. The Company’s Advisor will consider further reductions in the asset management fees if the Company has not materially begun to execute an exit event or events before April 1, 2015.

15

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

11. Related Party Arrangements (Continued):

For the quarters and six months ended June 30, 2014 and 2013, respectively, the Advisor collectively earned fees and incurred reimbursable expenses as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Acquisition fees:
Acquisition fees from distribution reinvestment plan (1)	$	—	$	319	$	319	$	641
Acquisition fees from debt proceeds (2)		—		—		1,521		234
Total		—		319		1,840		875
Asset management fees (3)		7,507		9,212		16,078		18,425
Reimbursable expenses: (4)
Acquisition costs		61		76		138		143
Operating expenses		1,791		1,994		3,503		3,680
Total		1,852		2,070		3,641		3,823
Total fees earned and reimbursable expenses	$	9,359	$	11,601	$	21,559	$	23,123

FOOTNOTES:

⁽¹⁾  Amounts are recorded as acquisition fees and costs in the accompanying unaudited condensed consolidated statements of operations. Effective April 1, 2014, the Advisor eliminated this fee going forward.

⁽²⁾  Amounts are recorded as loan costs and are included as part of other assets in the accompanying unaudited condensed consolidated balance sheets. Effective April 1, 2014, the Advisor eliminated this fee going forward.

⁽³⁾  Amounts are recorded as asset management fees to Advisor in the accompanying unaudited condensed consolidated statements of operations.

⁽⁴⁾  Amounts representing acquisition costs are recorded as part of acquisition fees and costs in the accompanying condensed consolidated statements of operations. Amounts representing operating expenses are recorded as part of general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

Amounts due to affiliates for fees and expenses described above are as follows (in thousands):

	June 30, 2014		December 31, 2013
Due to the Advisor and its affiliates:
Operating expenses	$	558	$	671
Acquisition fees and expenses		9		354
Total	$	567	$	1,025

The Company also maintains accounts at a bank in which the Company’s chairman serves as a director. The Company had deposits at that bank of approximately $13.8 million and $8.6 million as of June 30, 2014 and December 31, 2013, respectively.

16

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

12. Stockholders’ Equity:

Distribution Reinvestment Plan — For the six months ended June 30, 2014, the Company received aggregate proceeds of approximately $27.2 million (representing 4.0 million shares) through its DRP.

Distributions — For the six months ended June 30, 2014, the Company declared and paid distributions of approximately $68.7 million ($0.2126 per share).

Redemption of Shares — The aggregate amount of funds under the redemption plan will be determined on a quarterly basis in the sole discretion of the Company’s board of directors, and may be less than but is not expected to exceed the aggregate proceeds from the Company’s DRP (subject to a $3.0 million quarterly cap which has been established by the Company’s board of directors).

In March 2014, the Company’s Board approved a revised estimated net asset value (“NAV”) of $6.85 per share as of December 31, 2013 and redemptions were processed at that price effective March 2014. Prior to March 2014, the Company’s redemption plan provided for redemptions of its common stock at prices ranging between 92.5% and 100.0% of its current estimated NAV per share, depending on the length of time that the shares were owned. In March 2014, the Company’s Board approved the Fourth Amended and Restated Redemption Plan which discontinued the tiered redemption price structure and permitted shares that have been held for at least one year to be submitted for redemption at an amount equal to the Company’s NAV per share as of the redemption date. The following details the Company’s redemptions for the six months ended June 30, 2014 (in thousands, except per share data):

2014 Quarters	First			Second			Year-To-Date
Requests in queue		10,547			10,798			10,547
Redemptions requested		778			864			1,642
Shares redeemed:
Prior period requests		(135	)		(80	)		(215	)
Current period requests		(300	)		(369	)		(669	)
Adjustments (1)		(92	)		(404	)		(496	)
Pending redemption requests (2)		10,798			10,809			10,809
Average price paid per share	$	6.85		$	6.85		$	6.85

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.

13. Supplemental Condensed 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.

17

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

The following summarizes the Company’s unaudited condensed consolidating balance sheets as of June 30, 2014 and December 31, 2013, statement of operations, statement of comprehensive income (loss) and statement of cash flows for the six months ended June 30, 2014 and 2013 (in thousands):

Condensed Consolidating Balance Sheet:

	As of June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	536,361		$	1,268,537		$	—		$	1,804,898
Assets held for sale, net		—			322,346			5,931						328,277
Investments in unconsolidated entities		—			130,099			—			—			130,099
Investments in subsidiaries		1,629,289			1,310,315			1,885,233			(4,824,837	)		—
Cash		60,725			32,188			28,388			—			121,301
Mortgages and other notes receivable, net		—			49,130			101,135			(45,693	)		104,572
Deferred rent and lease incentives		—			29,669			31,046			—			60,715
Restricted cash		68			26,668			29,004			—			55,740
Other assets		12,007			21,560			19,409			—			52,976
Intangibles, net		—			9,358			16,579			—			25,937
Accounts and other receivables, net		—			8,987			16,067			—			25,054
Total Assets	$	1,702,089		$	2,476,681		$	3,401,329		$	(4,870,530	)	$	2,709,569
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	280,012		$	472,640		$	(44,623	)	$	708,029
Senior notes, net of discount		394,587			—			—			—			394,587
Line of credit		—			152,500			—			—			152,500
Other liabilities		—			42,925			51,434			—			94,359
Accounts payable and accrued expenses		10,844			25,197			28,419			(1,070	)		63,390
Due to affiliates		521			23			23			—			567
Total Liabilities		405,952			500,657			552,516			(45,693	)		1,413,432
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		3,257			—			—			—			3,257
Capital in excess of par value		2,867,433			6,361,641			8,951,600			(15,313,241	)		2,867,433
Accumulated earnings (deficit)		(430,843	)		85,373			37,656			(123,029	)		(430,843	)
Accumulated distributions		(1,142,142	)		(4,470,990	)		(6,138,875	)		10,609,865			(1,142,142	)
Accumulated other comprehensive loss		(1,568	)		—			(1,568	)		1,568			(1,568	)
		1,296,137			1,976,024			2,848,813			(4,824,837	)		1,296,137
Total Liabilities and Stockholders’ Equity	$	1,702,089		$	2,476,681		$	3,401,329		$	(4,870,530	)	$	2,709,569

18

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

Condensed Consolidating Balance Sheet:

	As of December 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	846,914		$	1,222,059		$	—		$	2,068,973
Assets held for sale, net		—			6,106			84,688			—			90,794
Investments in unconsolidated entities		—			132,324			—			—			132,324
Investments in subsidiaries		1,726,328			1,150,443			1,865,714			(4,742,485	)		—
Cash		37,668			15,671			18,235			—			71,574
Mortgages and other notes receivable, net		—			45,947			114,469			(42,453	)		117,963
Deferred rent and lease incentives		—			29,839			27,539			—			57,378
Restricted cash		33			26,595			24,707			—			51,335
Other assets		11,355			15,829			25,126			—			52,310
Intangibles, net		—			18,094			18,828			—			36,922
Accounts and other receivables, net		—			12,241			8,839			—			21,080
Total Assets	$	1,775,384		$	2,300,003		$	3,410,204		$	(4,784,938	)	$	2,700,653
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	246,295		$	555,433		$	(41,536	)	$	760,192
Senior notes, net of discount		394,419			—			—			—			394,419
Line of credit		—			50,000			—			—			50,000
Other liabilities		—			33,447			43,369			—			76,816
Accounts payable and accrued expenses		11,584			13,526			25,630			(917	)		49,823
Due to affiliates		1,003			8			14			—			1,025
Total Liabilities		407,006			343,276			624,446			(42,453	)		1,332,275
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		3,226			—			—			—			3,226
Capital in excess of par value		2,846,265			6,027,607			8,700,131			(14,727,738	)		2,846,265
Accumulated earnings (deficit)		(401,985	)		58,777			9,853			(68,630	)		(401,985	)
Accumulated distributions		(1,073,422	)		(4,129,657	)		(5,918,520	)		10,048,177			(1,073,422	)
Accumulated other comprehensive loss		(5,706	)		—			(5,706	)		5,706			(5,706	)
		1,368,378			1,956,727			2,785,758			(4,742,485	)		1,368,378
Total Liabilities and Stockholders’ Equity	$	1,775,384		$	2,300,003		$	3,410,204		$	(4,784,938	)	$	2,700,653

19

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

Condensed Consolidating Statement of Operations:

	For the Quarter Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	12,776		$	21,748		$	—		$	34,524
Property operating revenues		—			27,119			60,189			—			87,308
Interest income on mortgages and other notes receivable		—			1,200			2,873			(1,127	)		2,946
Total revenues		—			41,095			84,810			(1,127	)		124,778
Expenses:
Property operating expenses		—			20,385			49,711			—			70,096
Asset management fees to advisor		7,507			—			—			—			7,507
General and administrative		3,896			139			1,086			—			5,121
Ground lease and permit fees		—			1,858			1,122			—			2,980
Acquisition fees and costs		1,279			—			—			—			1,279
Other operating expenses		411			318			299			—			1,028
Bad debt expense (recovery)		—			2			(11	)		—			(9	)
Loss (recovery) on lease terminations		—			(1,037	)		296			—			(741	)
Loan loss provision		—			—			2,520			—			2,520
Depreciation and amortization		—			9,275			21,823			—			31,098
Total expenses		13,093			30,940			76,846			—			120,879
Operating income (loss)		(13,093	)		10,155			7,964			(1,127	)		3,899
Other income (expense):
Interest and other income		4			71			14			—			89
Interest expense and loan cost amortization (includes $404 loss on termination of cash flow hedge)		(7,895	)		(4,679	)		(8,260	)		1,127			(19,707	)
Loss on extinguishment of debt		—			—			(196	)		—			(196	)
Equity in loss of unconsolidated entities		—			(526	)		—			—			(526	)
Equity in earnings (loss), intercompany		12,479			14,176			29,941			(56,596	)		—
Total other income (expense)		4,588			9,042			21,499			(55,469	)		(20,340	)
Income (loss) from continuing operations		(8,505	)		19,197			29,463			(56,596	)		(16,441	)
Income from discontinued operations (includes ($2,613 amortization of loss and loss on termination of cash flow hedges)		—			7,222			714			—			7,936
Net income (loss)	$	(8,505	)	$	26,419		$	30,177		$	(56,596	)	$	(8,505	)

20

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

Condensed Consolidating Statement of Operations:

	For the Quarter Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	14,882		$	15,341		$	—		$	30,223
Property operating revenues		—			20,938			58,853			—			79,791
Interest income on mortgages and other notes receivable		—			1,140			3,285			(1,062	)		3,363
Total revenues		—			36,960			77,479			(1,062	)		113,377
Expenses:
Property operating expenses		—			16,686			49,448			—			66,134
Asset management fees to advisor		9,212			—			—			—			9,212
General and administrative		4,432			287			243			—			4,962
Ground lease and permit fees		—			1,463			1,005			—			2,468
Acquisition fees and costs		546			—			—			—			546
Other operating expenses		318			106			834			—			1,258
Bad debt expense		—			2,207			1,826			—			4,033
Impairment provision		—			42,451			—			—			42,451
Depreciation and amortization		—			9,539			19,298			—			28,837
Total expenses		14,508			72,739			72,654			—			159,901
Operating income (loss)		(14,508	)		(35,779	)		4,825			(1,062	)		(46,524	)
Other income (expense):
Interest and other income (expense)		110			31			(70	)		—			71
Interest expense and loan cost amortization		(7,847	)		(3,809	)		(5,803	)		1,062			(16,397	)
Equity in earnings of unconsolidated entities		—			6,159						—			6,159
Equity in earnings (loss), intercompany		(32,960	)		5,699			(25,119	)		52,380			—
Total other income (expense)		(40,697	)		8,080			(30,992	)		53,442			(10,167	)
Income (loss) from continuing operations		(55,205	)		(27,699	)		(26,167	)		52,380			(56,691	)
Income (loss) from discontinued operations (includes $413 amortization of loss on termination of cash flow hedges)		—			2,161			(675	)		—			1,486
Net income (loss)	$	(55,205	)	$	(25,538	)	$	(26,842	)	$	52,380		$	(55,205	)

21

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

Condensed Consolidating Statement of Operations:

	For the Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	28,944		$	48,434		$	—		$	77,378
Property operating revenues		—			30,310			108,666			—			138,976
Interest income on mortgages and other notes receivable		—			2,385			5,933			(2,239	)		6,079
Total revenues		—			61,639			163,033			(2,239	)		222,433
Expenses:
Property operating expenses		—			28,779			92,321			—			121,100
Asset management fees to advisor		16,078			—			—			—			16,078
General and administrative		7,274			364			1,479			—			9,117
Ground lease and permit fees		—			3,756			2,867			—			6,623
Acquisition fees and costs		2,003			—			—			—			2,003
Other operating expenses		422			526			843			—			1,791
Bad debt expense		—			2			995			—			997
Loss on lease terminations		—			(1,037	)		296			—			(741	)
Loan loss provision		—			—			2,520			—			2,520
Depreciation and amortization		—			19,117			43,915			—			63,032
Total expenses		25,777			51,507			145,236			—			222,520
Operating income (loss)		(25,777	)		10,132			17,797			(2,239	)		(87	)
Other income (expense):
Interest and other income (expense)		11			153			(73	)		—			91
Interest expense and loan cost amortization (includes $404 loss on termination of cash flow hedge)		(15,798	)		(8,401	)		(16,807	)		2,239			(38,767	)
Loss on extinguishment of debt		—			—			(196	)		—			(196	)
Equity in earnings of unconsolidated entities		—			3,773			—			—			3,773
Equity in earnings (loss), intercompany		12,706			16,008			25,685			(54,399	)		—
Total other income (expense)		(3,081	)		11,533			8,609			(52,160	)		(35,099	)
Income (loss) from continuing operations		(28,858	)		21,665			26,406			(54,399	)		(35,186	)
Income from discontinued operations (includes ($3,027 amortization of loss and loss on termination of cash flow hedges)		—			4,931			1,397			—			6,328
Net income (loss)	$	(28,858	)	$	26,596		$	27,803		$	(54,399	)	$	(28,858	)

22

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

Condensed Consolidating Statement of Operations:

	For the Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	33,541		$	36,152		$	—		$	69,693
Property operating revenues		—			21,410			105,184			—			126,594
Interest income on mortgages and other notes receivable		—			2,181			6,630			(2,029	)		6,782
Total revenues		—			57,132			147,966			(2,029	)		203,069
Expenses:
Property operating expenses		—			23,262			90,124			—			113,386
Asset management fees to advisor		18,425			—			—			—			18,425
General and administrative		7,931			379			645			—			8,955
Ground lease and permit fees		—			3,575			2,895			—			6,470
Acquisition fees and costs		913			—			—			—			913
Other operating expenses		491			—			1,445			—			1,936
Bad debt expense		—			2,214			1,845			—			4,059
Impairment provision		—			42,451			—			—			42,451
Depreciation and amortization		—			19,189			38,406			—			57,595
Total expenses		27,760			91,070			135,360			—			254,190
Operating income (loss)		(27,760	)		(33,938	)		12,606			(2,029	)		(51,121	)
Other income (expense):
Interest and other income (expense)		115			384			(102	)		—			397
Interest expense and loan cost amortization		(15,704	)		(7,812	)		(11,174	)		2,029			(32,661	)
Equity in earnings of unconsolidated entities		—			5,036						—			5,036
Equity in earnings (loss), intercompany		(35,155	)		8,337			(27,751	)		54,569			—
Total other income (expense)		(50,744	)		5,945			(39,027	)		56,598			(27,228	)
Income (loss) from continuing operations		(78,504	)		(27,993	)		(26,421	)		54,569			(78,349	)
Income (loss) from discontinued operations (includes $827 amortization of loss on termination of cash flow hedges)		—			1,128			(1,283	)		—			(155	)
Net income (loss)	$	(78,504	)	$	(26,865	)	$	(27,704	)	$	54,569		$	(78,504	)

23

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

Condensed Consolidating Statement of Other Comprehensive Income (Loss):

	For the Quarter Ended June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Net income (loss)	$	(8,505	)	$	26,419	$	30,177	$	(56,596	)	$	(8,505	)
Other comprehensive income (loss):
Foreign currency translation adjustments		784			—		784		(784	)		784
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges		3,017			—		3,017		(3,017	)		3,017
Unrealized gain (loss) arising during the period		290			—		290		(290	)		290
Total other comprehensive income (loss)		4,091			—		4,091		(4,091	)		4,091
Comprehensive income (loss)	$	(4,414	)	$	26,419	$	34,268	$	(60,687	)	$	(4,414	)

	For the Quarter Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(55,205	)	$	(25,538	)	$	(26,842	)	$	52,380		$	(55,205	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(754	)		—			(754	)		754			(754	)
Changes in fair value of cash flow hedges:
Amortization of loss on termination of cash flow hedges		413			—			413			(413	)		413
Unrealized gain (loss) arising during the period		1,020			—			1,020			(1,020	)		1,020
Total other comprehensive income (loss)		679			—			679			(679	)		679
Comprehensive income (loss)	$	(54,526	)	$	(25,538	)	$	(26,163	)	$	51,701		$	(54,526	)

24

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

Condensed Consolidating Statement of Other Comprehensive Income (Loss):

	For the Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Net income (loss)	$	(28,858	)	$	26,596	$	27,803	$	(54,399	)	$	(28,858	)
Other comprehensive income (loss):
Foreign currency translation adjustments		95			—		95		(95	)		95
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges		3,431			—		3,431		(3,431	)		3,431
Unrealized gain (loss) arising during the period		612			—		612		(612	)		612
Total other comprehensive income (loss)		4,138			—		4,138		(4,138	)		4,138
Comprehensive income (loss)	$	(24,720	)	$	26,596	$	31,941	$	(58,537	)	$	(24,720	)

	For the Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(78,504	)	$	(26,865	)	$	(27,704	)	$	54,569		$	(78,504	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(1,214	)		—			(1,214	)		1,214			(1,214	)
Changes in fair value of cash flow hedges:
Amortization of loss on termination of cash flow hedges		827			—			827			(827	)		827
Unrealized gain (loss) arising during the period		1,399			—			1,399			(1,399	)		1,399
Total other comprehensive income (loss)		1,012			—			1,012			(1,012	)		1,012
Comprehensive income (loss)	$	(77,492	)	$	(26,865	)	$	(26,692	)	$	53,557		$	(77,492	)

25

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

Condensed Consolidating Statement of Cash Flows:

	For the Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(42,915	)	$	58,571		$	61,101		$	—		$	76,757
Investing activities:
Acquisition of property		—			—			(53,050	)		—			(53,050	)
Capital expenditures		—			(19,768	)		(24,297	)		—			(44,065	)
Proceeds from sale of properties		—			—			73,453			—			73,453
Principal payments received on mortgage loans receivable		—			29			2,345			—			2,374
Changes in restricted cash		(35	)		(73	)		(4,326	)		—			(4,434	)
Other		(494	)		7			37			—			(450	)
Intercompany investing		114,022			—			—			(114,022	)		—
Net cash provided by (used in) investing activities		113,493			(19,805	)		(5,838	)		(114,022	)		(26,172	)
Financing activities:
Redemptions of common stock		(5,977	)		—			—			—			(5,977	)
Distributions to stockholders, net of reinvestments		(41,544	)		—			—			—			(41,544	)
Proceeds under line of credit		—			102,500			—			—			102,500
Proceeds from mortgage loans and other notes payable		—			40,000			10,702			—			50,702
Principal payments on mortgage loans and senior notes		—			(2,775	)		(97,370	)		—			(100,145	)
Principal payments on capital leases		—			(1,722	)		(620	)		—			(2,342	)
Payment of entrance fee refunds		—			—			(1,257	)		—			(1,257	)
Payment of loan costs		—			(2,348	)		(536	)		—			(2,884	)
Intercompany financing		—			(157,904	)		43,882			114,022			—
Net cash provided by (used in) financing activities		(47,521	)		(22,249	)		(45,199	)		114,022			(947	)
Effect of exchange rate fluctuation on cash		—			—			89			—			89
Net increase in cash		23,057			16,517			10,153			—			49,727
Cash at beginning of period		37,668			15,671			18,235			—			71,574
Cash at end of period	$	60,725		$	32,188		$	28,388		$	—		$	121,301

26

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

13. Supplemental Condensed Consolidating Financial Statements (Continued):

Condensed Consolidating Statement of Cash Flows:

	For the Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(41,714	)	$	66,180		$	57,699		$	—		$	82,165
Investing activities:
Acquisition and deposits on real estate investments		—			—			(22,000	)		—			(22,000	)
Capital expenditures		—			(16,359	)		(22,405	)		—			(38,764	)
Proceeds from sale of properties		—			11,600			(325	)		—			11,275
Proceeds from release of collateral on loan payable		—			—			11,167			—			11,167
Principal payments received on mortgage loans receivable		—			23			4,185			—			4,208
Changes in restricted cash		36			(6,271	)		(5,292	)		—			(11,527	)
Other		(750	)		—			(315	)		—			(1,065	)
Intercompany investing		84,738			—			—			(84,738	)		—
Net cash provided by (used in) investing activities		84,024			(11,007	)		(34,985	)		(84,738	)		(46,706	)
Financing activities:
Redemptions of common stock		(5,995	)		—			—			—			(5,995	)
Distributions to stockholders, net of reinvestments		(39,982	)		—			—			—			(39,982	)
Proceeds under line of credit		—			50,000			—			—			50,000
Proceeds from mortgage loans and other notes payable		—			—			30,000			—			30,000
Principal payments on line of credit		—			(40,000	)		—			—			(40,000	)
Principal payments on mortgage loans and senior notes		—			(5,930	)		(4,330	)		—			(10,260	)
Principal payments on capital leases		—			(264	)		(788	)		—			(1,052	)
Payment of loan costs		—			—			(749	)		—			(749	)
Intercompany financing		—			(48,763	)		(35,975	)		84,738			—
Net cash provided by (used in) financing activities		(45,977	)		(44,957	)		(11,842	)		84,738			(18,038	)
Effect of exchange rate fluctuation on cash		—			—			(73	)		—			(73	)
Net increase (decrease) in cash		(3,667	)		10,216			10,799			—			17,348
Cash at beginning of period		39,219			14,125			19,880			—			73,224
Cash at end of period	$	35,552		$	24,341		$	30,679		$	—		$	90,572

27

CNL LIFESTYLE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2014

(UNAUDITED)

14. Commitments and Contingencies:

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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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The following discussion is based on our unaudited condensed consolidated financial statements as of June 30, 2014 and December 31, 2013 and for the six months ended June 30, 2014 and 2013 of CNL Lifestyle Properties, Inc. and its subsidiaries (hereinafter referred to as the “Company,” “we,” “us,” or “our”). Amounts as of December 31, 2013 included in the unaudited condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. This information should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, as well as the audited consolidated financial statements, notes and management’s discussion and analysis included in our Annual Report on Form 10-K for the year ended December 31, 2013. Capitalized terms used in this Item 2 have the same meaning as in the accompanying condensed financial statements.

Cautionary Note Regarding Forward-Looking Statements

Statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q that are not statements of historical or current fact may 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 harbor created by 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 net asset 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 the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s 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, the Company cautions you not to place undue reliance on such statements.

Important factors that could cause the Company’s actual results to vary materially from those expressed or implied in its forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions, and the following: risks associated with the Company’s investment strategy; a worsening economic environment in the U.S. or globally, including financial market fluctuations; risks associated with real estate markets, including declining real estate values; risks of doing business internationally, including currency risks; the Company’s failure to obtain, renew or extend necessary financing or to access the debt or equity markets; the use of debt to finance the Company’s business activities, including refinancing and interest rate risk and the Company’s failure to comply with debt covenants; failure to successfully manage growth or integrate acquired properties and operations; the Company’s inability to make necessary improvements to properties on a timely or cost-efficient basis; risks related to property expansions and renovations; competition for properties and/or tenants; defaults on or non-renewal of leases by tenants; failure to lease properties on favorable terms or at all; the impact of current and future environmental, zoning and other governmental regulations affecting the Company’s properties; the impact of changes in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; inaccuracies of the Company’s accounting estimates; unknown liabilities of acquired properties or liabilities caused by property managers or operators; material adverse actions or omissions by any joint venture partners; increases in operating costs and other expenses; uninsured losses or losses in excess of the Company’s insurance coverage; the impact of outstanding and/or potential litigation; risks associated with the Company’s tax structuring; failure to maintain the Company’s REIT qualification; and the Company’s inability to protect its intellectual property and the value of its brand. Given these uncertainties, the Company cautions you not to place undue reliance on such statements.

For further information regarding risks and uncertainties associated with the Company’s 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 the Company’s documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s quarterly reports on Form 10-Q, and the Company’s annual report on Form 10-K, copies of which may be obtained from the Company’s website at www.cnllifestylereit.com.

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All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this cautionary note. 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.

GENERAL

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. 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. 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 August 8, 2014, we had 151 lifestyle properties of which 53 properties (52 consolidated properties and one unconsolidated property held through one joint venture) are classified as held for sale. When aggregated by initial purchase price, the portfolio is diversified as follows: approximately 25% in ski and mountain lifestyle, 19% in golf, 19% in senior housing, 22% in attractions, 6% in marinas and 9% in additional lifestyle properties.

As a mature real estate investment trust (“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 are evaluating each of our properties on a rigorous and ongoing basis and in an effort to optimize and enhance the value of our assets, and we may consider selling certain properties in preparation for an exit strategy on or before December 31, 2015. In March 2014, we engaged Jefferies LLC, a leading global investment banking and advisory firm, to assist management and our board of directors in actively evaluating various strategic opportunities including the sale of either us or our assets, potential merger opportunities, or the listing of our common stock. To the extent we determine to sell certain assets, we will evaluate these assets for impairment in accordance with our accounting policy. We anticipate that proceeds from any future sales will be used to retire indebtedness, invest in new assets or to enhance existing assets. We have and may 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. In June 2014, we signed a purchase and sale agreement to sell our golf portfolio, consisting of 48 properties, to a third-party buyer. We expect to complete the sale by end of 2014.

We currently operate and have elected to be taxed as a 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 certain 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

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performance from our unconsolidated properties has been excluded because we do not believe it is as relevant and meaningful particularly since we are entitled to 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 monitor the credit of our tenants by reviewing their rental payment history, timeliness of rent collections, their operational performance on our properties and by monitoring news and industry reports regarding our tenants and their underlying businesses. 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 made after January 1, 2013 because we did not own those properties during the entirety of all periods presented below. 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 property acquired during the current period 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):

	Number of Properties		Quarter Ended June 30,
			2014					2013					Increase/(Decrease)
			Revenue (1)		EBITDA (1)			Revenue (1)		EBITDA (1)			Revenue			EBITDA
Ski and mountain lifestyle		17	$	39,340	$	(13,485	)	$	34,913	$	(17,412	)		12.7	%		22.6	%
Golf		48		46,031		13,151			46,383		13,025			–0.8	%		1.0	%
Attractions		21		80,502		19,466			74,236		16,047			8.4	%		21.3	%
Senior housing		20		17,690		5,480			17,124		5,675			3.3	%		–3.4	%
Marinas		17		9,212		3,162			9,429		3,187			–2.3	%		–0.8	%
		123	$	192,775	$	27,774		$	182,085	$	20,522			5.9	%		35.3	%
	Number of Properties		Six Months Ended June 30,
			2014					2013					Increase/(Decrease)
			Revenue (1)		EBITDA (1)			Revenue (1)		EBITDA (1)			Revenue			EBITDA
Ski and mountain lifestyle		17	$	280,919	$	96,810		$	291,159	$	102,481			–3.5	%		–5.5	%
Golf		48		80,039		22,156			80,723		22,063			–0.8	%		0.4	%
Attractions		21		103,230		10,872			95,347		6,292			8.3	%		72.8	%
Senior housing		20		34,952		10,698			33,799		11,150			3.4	%		–4.1	%
Marinas		17		14,501		4,426			15,475		5,326			–6.3	%		–16.9	%
		123	$	513,641	$	144,962		$	516,503	$	147,312			–0.6	%		–1.6	%

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 quarter ended June 30, 2014, our tenants and managers reported to us an increase in property-level revenue and EBITDA of 5.9% and 35.3%, respectively, as compared to the same period in 2013. The increase in property-level revenue was primarily attributable to ski and mountain lifestyle properties, attractions and senior housing properties. Our ski and mountain lifestyle properties experienced an increase due to favorable late-season conditions, including both snowfall and temperature, which allowed several of our ski and lifestyle properties to remain in operation through April. Additionally, some of our ski and lifestyle properties began summer operations, which includes mountain biking, zip-lines and scenic lift rides, in mid-June due to favorable weather conditions. Our attractions properties experienced an increase in revenues due to early season efforts to drive visitation which resulted in an increase in season pass sales as compared to the prior year. In addition, favorable dry weather at certain of our attractions properties located in the West contributed to an increase in attendance. Our senior housing properties experienced an increase due to higher average rate paid by our residents but EBITDA decreased due to higher weather related repairs and maintenance expenses.

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Overall, for the six months ended June 30, 2014, our tenants and managers reported to us a decrease in property-level revenue and EBITDA of 0.6% and 1.6%, respectively, as compared to the same period in 2013. The decrease was primarily attributable to our ski and mountain lifestyle properties and our marinas properties. Our ski and mountain lifestyle properties in the Pacific West (specifically California) experienced snow levels that were significantly below historical norms during much of the 2013/2014 ski season as a result of warm temperatures and drought conditions, which caused these properties to experience poor operating results as compared to the 2012/2013 ski season. Our marinas properties experienced a decrease due to record-breaking cold where temperatures fell to unprecedented levels causing temporary closure for certain of our marinas, particularly our marina located in Dallas, Texas, which was temporarily not operational due to significant damage to the docks and other floating structures as a result of an ice storm in Northern Texas. Additionally, our marinas were impacted by the transition of these properties to new managers which we believe will result in future performance growth. The decreases were partially offset by our attractions and senior housing properties. Our attractions properties exhibited an increase primarily due to favorable dry weather at certain of our attractions properties as mentioned above increasing attendance. Our senior housing properties experienced an increase in revenue due to higher average rate paid by our residents. Although revenues were up on our senior housing properties, EBITDA decreased due to the impact of winter storms in several locations where staff were required to stay in buildings overnight, resulting in certain of our properties incurring overtime costs, as well as higher than normal repairs and maintenance and snow removal costs.

When evaluating our senior housing properties’ performance, management reviews operating statistics of the underlying properties, including 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 June 30, 2014, the managers for our 20 comparable properties reported to us a decrease in occupancy of 0.5% as compared to the same period in 2013. Our managers reported and an increase in RevPOU of 3.5% and 2.6% for the quarter and six months ended June 30, 2014, respectively, as compared to the same periods in 2013. The increase in RevPOU is primarily attributable to an increase in average rate paid by our residents.

The following table presents same store unaudited property-level information for our senior housing properties as of and for the quarter and six months ended June 30, 2014 and 2013 (in thousands):

	Number of Properties		Occupancy
			As of June 30,						Increase/
			2014			2013			(Decrease)
Senior housing		20		95.6	%		96.1	%		–0.5	%

			RevPOU
	Number of Properties		Quarter Ended							Six Months Ended
			June 30,				Increase/			June 30,				Increase/
			2014		2013		(Decrease)			2014		2013		(Decrease)
Senior housing		20	$	3,910	$	3,777		3.5	%	$	3,859	$	3,761		2.6	%

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.

As part of our portfolio diversification strategy, we have specifically considered the varying and complimentary seasonality of our asset classes and portfolio mix. For example, the peak operating season for our ski and mountain lifestyle assets is highly complimentary to the peak seasons for our attractions and marinas 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 may impact the timing of when base rent payments are made by our tenants, which impacts our operating cash flows. Additionally, seasonality affects 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 revenues.

Seasonality also directly impacts certain of our properties where we engage independent third-party operators to manage on our behalf and where we record property operating revenues and expenses rather than straight-line rents from operating leases. These properties will likely generate net operating losses during their non-peak months while generating most, if not all, of their operating income

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during their peak operating months. As of August 8, 2014, we had a total of 67 wholly-owned managed properties consisting of one ski and mountain lifestyle property, 13 golf, 20 senior housing properties, 16 attractions properties, and 17 marinas. Our consolidated operating results and cash flows during the first, second and fourth quarters will be lower than the third quarter primarily due to the non-peak operating months of our larger attractions properties.

Operator Transitions, Loan Foreclosure and Provisions

Operator Transitions. In April 2014, we completed the transition of four leased marinas properties to a third-party manager. In connection with the transition, we recorded a loss on lease terminations of approximately $0.3 million. Also in April 2014, we recorded a recovery on lease terminations of approximately $1.0 million due to a change in an estimate for two marinas properties that were transitioned in the fourth quarter of 2013. We anticipate the performance of these properties to improve over time with their new operators.

Loan Foreclosure and Provisions. In April 2014, we foreclosed on an attractions property that served as collateral on one of our mortgage notes receivable. The net carrying value of the collateral was approximately $7.9 million, which approximated the carrying value of the loan.

In June 2014, we recorded a loan loss provision of approximately $2.5 million on one of our mortgage and other notes receivable as a result of uncertainty related to the collectability of the note receivable.

In December 2013, we recorded a loan loss provision in anticipation of restructuring one of our notes receivable, which was collateralized by a ski property, as a result of the borrower having financial difficulties. In April 2014, we completed the restructure which reduced the fixed interest rates with a cap of 11% to a fixed interest rate of 6.5% through end of 2014 and 7% from January 2015 through December 2018. In addition, the maturity date was accelerated from September 2022 to a new maturity date of December 2018. The loan requires interest only payments with principal payment at maturity. The modification is effective as of September 1, 2013.

LIQUIDITY AND CAPITAL RESOURCES

General

Our principal demand for funds will be for operating expenses, debt service and cash distributions to stockholders. Generally, our cash needs will be covered by cash 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 will use the net sales proceeds to retire indebtedness, invest into new assets or to enhance existing assets. 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, as previously discussed, 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 or repay our debt as it comes due in the ordinary course of business. From time to time, we will consider open market purchases of our senior notes or other indebtedness when considered advantageous.

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Sources and Uses of Liquidity and Capital Resources

Cash Flows. Our primary sources of cash include rental income from operating leases, property operating revenues, collection of principal and interest on loans we make, distributions from our unconsolidated entities, proceeds from investment dispositions, borrowings under our revolving line of credit and subscriptions received for common stock through our DRP, offset by payments made for operating expenses, including property operating expenses, asset management fees to our Advisor, debt service payments (principal and interest), and real estate investments (including acquisitions and capital expenditures). The following is a summary of our cash flows (in thousands):

	Six Months Ended
	June 30,
	2014			2013
Cash at beginning of period	$	71,574		$	73,224
Cash provided from (used in):
Operating activities		76,757			82,165
Investing activities		(26,172	)		(46,706	)
Financing activities		(947	)		(18,038	)
Effect of foreign currency translation on cash		89			(73	)
Cash at the end of period	$	121,301		$	90,572

Operating Activities. Net cash provided from operating activities decreased $5.4 million or 6.6% for the six months ended June 30, 2014 as compared to the same period in 2013. The decrease is primarily attributable to (i) a reduction in distributions we received from our unconsolidated joint ventures of approximately $13.5 million as a result of the sale of our interest in three unconsolidated senior housing joint ventures in July 2013, (ii) an increase in interest expense on our indebtedness due to additional borrowings, net of prepayments, subsequent to June 30, 2013 and (iii) swap termination fees paid in connection with the termination of two of our cash flows hedges. The decrease is partially offset by an increase in rental revenue from properties acquired subsequent to June 30, 2013 as well as increases in “same-store” rental revenue from leased properties and net operating income on managed properties.

Investing Activities. The change in investing activities for the six months ended June 30, 2014 as compared to the same period in 2013 is primarily attributable to the acquisition of four senior housing properties of approximately $53.1 million during the six months ended June 30, 2014 as compared to one property acquired of approximately $22.0 million during the same period in 2013 and an increase in capital expenditures on our existing properties of approximately $5.3 million. Also, during the six months ended June 30, 2014, we received net sales proceeds of approximately $73.5 million from the sale of our multi-family residential property as compared to net sales proceeds of approximately $11.3 million received from the sale of three properties during the same period in 2013. Lastly, during the six months ended June 30, 2013, one of our lenders returned approximately $11.2 million that was held in an escrow as collateral on an existing loan as compared to zero amount returned during the same period in 2014.

Financing Activities. The change in financing activities for the six months ended June 30, 2014 as compared to the same period in 2013 is primarily attributable to the proceeds received from indebtedness of approximately $153.2 million during the six months ended June 30, 2014 as compared to $80.0 million during the same period in 2013. Debt proceeds have been or will be used to finance the acquisition of several new senior housing communities. This increase was primarily offset by the repayments (early and scheduled principal repayments, as described below) made on our indebtedness, payment of loan costs and principal payments made on our capital leases of approximately $105.4 million during the six months ended June 30, 2014 as compared to approximately $52.1 million for the same period in 2013.

Indebtedness. We have borrowed and may continue to borrow money to acquire properties, fund ongoing enhancements to our portfolio, and 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. The aggregate amount of long-term financing is not expected to exceed 50% of our total assets. As of June 30, 2014, our leverage ratio, calculated as total indebtedness over total assets, was 46.3% (49.4% including our share of unconsolidated assets and debts).

In June 2014, we repaid two of our loans with an aggregate outstanding principal balance of $84.7 million with the net sales proceeds received from selling our multi-family residential property and proceeds from our revolving line of credit in order to take advantage of lower interest rates. Also, in June 2014, we funded the acquisition of three senior housing properties through our revolving line of credit. As of June 30, 2014, our revolving line of credit had an outstanding principal balance of $152.5 million. Furthermore, we made payments of approximately $2.3 million under our capital lease obligations. In the second half of 2014, we expect to use the net sale proceeds from our golf portfolio to repay our revolving line of credit and other existing indebtedness.

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In June 2014, we extended the maturity date of our collateralized bridge loan from June 30, 2014 to December 20, 2014 for an extension fee of 0.25%. Simultaneously with the extension, we repaid $7.0 million of the principal balance. As of June 30, 2014, the total outstanding principal balance was approximately $105.0 million.

Certain of our loans require us to meet certain customary financial covenants and ratios including fixed charge coverage ratio, leverage ratio, interest coverage ratio, debt to total assets ratio and limitations on distributions except to maintain our REIT status. In addition, under the terms of the indenture governing our senior notes which place certain limitations on us and certain of our subsidiaries, cash distributions may not exceed 95% of the adjusted funds from operations as defined. We were in compliance with all applicable provisions as of June 30, 2014.

Distributions from Unconsolidated Entities. We are entitled to receive quarterly cash distributions from our unconsolidated entities to the extent there is cash available to distribute. As of June 30, 2014, we had investments in eight properties through two unconsolidated joint ventures, of which one property is classified as held for sale. For the six months ended June 30, 2014, we received distributions of approximately $6.6 million as compared to approximately $20.1 million for the same period in 2013. The decrease is due to the sale of the 42 senior housing properties held through three unconsolidated senior housing joint ventures in July 2013.

The Intrawest Venture is working with the Canada Revenue Authority to resolve matters related to one of its entities. The Intrawest Venture’s maximum exposure relating to these matters is approximately $14.6 million. However, the Intrawest Venture believes the more likely than not resolution will be approximately $1.4 million. As such, an accrual of $1.4 million has been reflected in the financial information of the Intrawest Venture.

Distribution Reinvestment Plan. There is currently no public trading market for our shares. Stockholders are able to purchase shares from us under our DRP. Shares sold under the DRP are offered at our estimated net asset value (“NAV”) which was $6.85 per share as of December 31, 2013. 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 six months ended June 30, 2014, we received approximately $27.2 million (4.0 million shares) through our DRP.

Mortgages and other Notes Receivable. During the six months ended June 30, 2014 and 2013, we collected principal payments of approximately $2.4 million and $4.2 million, respectively. During the third quarter of 2014, we anticipate the repayment of two outstanding notes receivable with an outstanding principal balance of approximately $79.8 million as of June 30, 2014. We expect to use the funds to further retire our existing indebtedness and make investments in our existing properties.

On May 2, 2014, we filed a registration statement on Form S-3 with the SEC for the purpose of registering an additional 20 million shares of our common stock to be offered for sale pursuant to the DRP. We will offer shares pursuant to the DRP until the earlier of May 2, 2017 or the date that we sell all of the shares registered, unless the offering is extended or terminated by our board of directors.

Acquisitions and Capital Expenditures. During the six months ended June 30, 2014, we acquired four senior housing properties for an aggregate purchase price of approximately $53.1 million. During the six months ended June 30, 2013, we acquired one senior housing property for $22.0 million.

During the six months ended June 30, 2014 and 2013, we funded approximately $44.1 million and $38.8 million, respectively, in capital improvements at our properties.

Related Party Arrangements. Certain affiliates are entitled to receive fees and compensation in connection with the issuance of shares through our DRP, acquisition and operating activities. Amounts incurred relating to these transactions were approximately $17.9 million and $19.3 million for the six months ended June 30, 2014 and 2013, respectively. Of these amounts, approximately $0.6 million and $1.0 million are included in due to affiliates in the unaudited condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013, respectively. In addition, these affiliates are entitled to reimbursement of certain expenses and amounts incurred on our behalf in connection with our DRP, acquisitions and operating activities. Reimbursable expenses for the six months ended June 30, 2014 and 2013 were approximately $3.6 million and $3.8 million, respectively.

In March 2014, our Advisor amended the advisory agreement, effective April 1, 2014, to eliminate acquisition fees on equity, performance fees, debt acquisition fees and disposition fees, and to reduce asset management fees to 0.075% monthly (or 0.90% annually) of average invested assets. Our Advisor will consider further reductions in the asset management fees if we have not materially begun to execute an exit event or events before April 1, 2015.

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 June 30, 2014 and 2013, operating expenses did not exceed the Expense Cap.

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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. The aggregate amount of funds under the redemption plan will be determined on a quarterly basis in the sole discretion of the board of directors, and may be less than but is not expected to exceed the aggregate proceeds from our DRP (subject to a $3.0 million quarterly cap which has been established by our board). There is currently a sizeable 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.

In March 2014, our Board of Directors approved a revised estimated NAV of $6.85 per share as of December 31, 2013 and redemptions were processed at that price effective March 2014. Prior to March 2014, our redemption plan provided for redemptions of our common stock at prices ranging between 92.5% and 100.0% of our current estimated NAV per share, depending on the length of time that the shares were owned. In March 2014, our Board of Directors approved the Fourth Amended and Restated Redemption Plan which discontinued the tiered redemption price structure and permitted shares that have been held for at least one year to be submitted for redemption at an amount equal to our NAV per share as of the redemption date.

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 at the then current price. 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.

During the six months ended June 30, 2014, we redeemed approximately $6.0 million (0.9 million shares). The following table presents information about our redemptions for the quarter and six months ended June 30, 2014 (in thousands, except per share data):

2014 Quarters	First			Second			Year-To-Date
Requests in queue		10,547			10,798			10,547
Redemptions requested		778			864			1,642
Shares redeemed:
Prior period requests		(135	)		(80	)		(215	)
Current period requests		(300	)		(369	)		(669	)
Adjustments (1)		(92	)		(404	)		(496	)
Pending redemption requests (2)		10,798			10,809			10,809
Average price paid per share	$	6.85		$	6.85		$	6.85

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.

Distributions. We declare and pay distributions 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 expected cash flows from operating activities, funds from operations (“FFO”), modified funds from operations (“MFFO”) and Adjusted EBITDA on a rolling 12 months basis;

• 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.

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The following table presents total distributions declared including cash distributions, distributions reinvested and distributions per share for the six months ended June 30, 2014 and 2013 (in thousands, except per share data):

									Sources of Distributions Paid in Cash
2014 Quarter	Distributions per share		Total Distributions Declared		Distributions Reinvested		Net Cash Distributions		Cash flows from Operating Activities (1) (2)
First	$	0.1063	$	34,278	$	13,627	$	20,651	$	37,560
Second		0.1063		34,442		13,549		20,893		39,197
	$	0.2126	$	68,720	$	27,176	$	41,544	$	76,757
									Sources of Distributions Paid in Cash
2013 Quarter	Distributions per share		Total Distributions Declared		Distributions Reinvested		Net Cash Distributions		Cash flows from Operating Activities (1)(2)
First	$	0.1063	$	33,611	$	13,714	$	19,897	$	48,644
Second		0.1063		33,782		13,697		20,085		33,521
	$	0.2126	$	67,393	$	27,411	$	39,982	$	82,165

FOOTNOTES:

(1) 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.

(2) The shortfall in cash flows from operating activities versus distributions paid for the quarter ended June 2013 was less than 1% and was funded with borrowings. Distributions for the first quarter of 2013 and for the quarter and six months ended June 30, 2014 were funded with cash flows from operating activities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

See our annual report on Form 10-K for the year ended December 31, 2013 for a summary of our Significant Accounting Policies.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

See Item 1. “Financial Statements” for a summary of the impact of recent accounting pronouncements.

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RESULTS OF OPERATIONS

As of June 30, 2014 and 2013, we had invested in 148 and 177 properties, respectively, through the following investment structures:

	June 30,
	2014		2013
Wholly-owned:
Leased properties (4)		72		72
Managed properties (1) (2) (4)		67		54
Unimproved land		1		1
Unconsolidated joint ventures: (3)
Leased properties (4)		8		14
Managed properties		—		36
		148		177

FOOTNOTES:

⁽¹⁾  As of June 30, 2014 and 2013, wholly-owned managed properties are as follows:

	June 30,
	2014		2013
Ski & Mountain lifestyle		1		1
Golf		13		13
Attractions		16		17
Senior housing		20		20
Marinas		17		2
Additional lifestyle		—		1
		67		54

⁽²⁾  Under applicable tax regulations, certain properties are permitted to be temporarily managed and certain properties are permitted to be indefinitely managed. As of June 30, 2014 and 2013, 43 and 29 properties, respectively, were temporarily managed and 24 and 25 properties were indefinitely managed under management agreements, respectively.

⁽³⁾  In July 2013, we completed the sale of 42 senior housing properties held through three unconsolidated senior housing joint ventures.

⁽⁴⁾  As of June 30, 2014, 52 consolidated properties (35 leased and 17 managed) and one unconsolidated ski and mountain lifestyle property held through one unconsolidated joint venture are classified as held for sale and all are expected to be sold in 2014.

Rental income from operating leases. Rental income for the quarter and six months ended June 30, 2014 increased by approximately $4.3 million and $7.7 million, respectively as compared to the same periods in 2013 primarily attributable to properties acquired subsequent to June 30, 2013 which consisted of two attractions and 12 senior housing properties. The increase was partially offset by the transition of 15 marinas properties from leased to managed structures which were completed during the fourth quarter of 2013 and the second quarter of 2014. The following information summarizes trends in rental income from operating leases and base rents for certain of our properties excluding properties that have been classified as assets held for sale (in thousands):

	Quarter Ended June 30,
Properties Subject to Operating Leases	2014		2013		$ Change			% Change
Ski and mountain lifestyle	$	21,902	$	20,871	$	1,031			4.9	%
Attractions		7,480		4,729		2,751			58.2	%
Senior housing		5,142		20		5,122			25610.0	%
Marinas		—		4,603		(4,603	)		n/a
Total	$	34,524	$	30,223	$	4,301			14.2	%

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	Six Months Ended June 30,
Properties Subject to Operating Leases	2014		2013		$ Change			% Change
Ski and mountain lifestyle	$	52,238	$	51,940	$	298			0.6	%
Attractions		13,676		8,755		4,921			56.2	%
Senior housing		9,658		20		9,638			48190.0	%
Marinas		1,806		8,978		(7,172	)		–79.9	%
Total	$	77,378	$	69,693	$	7,685			11.0	%

As of June 30, 2014 and 2013, the weighted-average lease rate for our portfolio of wholly-owned leased properties was 8.6%. 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 may 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 (in thousands):

	Quarter Ended June 30,
Properties Managed Under Third-Party Managers	2014		2013		$ Change			% Change
Ski and mountain lifestyle	$	7,580	$	7,242	$	338			4.7	%
Attractions		52,838		55,266		(2,428	)		–4.4	%
Senior housing		17,691		17,127		564			3.3	%
Marinas		9,199		156		9,043			5796.8	%
Total	$	87,308	$	79,791	$	7,517			9.4	%
	Six Months Ended June 30,
Properties Managed Under Third-Party Managers	2014		2013		$ Change			% Change
Ski and mountain lifestyle	$	25,954	$	24,834	$	1,120			4.5	%
Attractions		65,682		67,748		(2,066	)		–3.0	%
Senior housing		34,961		33,806		1,155			3.4	%
Marinas		12,379		206		12,173			5909.2	%
Total	$	138,976	$	126,594	$	12,382			9.8	%

As of June 30, 2014 and 2013, we had a total of 50 and 35 managed properties (excluding properties that we classified as assets held for sale), 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 the transition of 15 marina properties from leased to managed structures which was completed during the fourth quarter of 2013 and the second quarter of 2014.

Interest income on mortgages and other notes receivable. For the quarter and six months ended June 30, 2014, we earned interest income of approximately $2.9 million and $6.1 million as compared to $3.4 million and $6.8 million, respectively, for the same periods in 2013. The slight decrease is primarily attributable to the reduction in the interest rate on one of our notes as a result of a note restructure which was effective as of September 1, 2013.

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Property operating expenses. Property operating expenses from managed properties increased primarily due to the transition of 15 marina properties from leased to managed structures during the fourth quarter of 2013 and the second quarter of 2014. See “Property operating revenues” above for additional information. The following information summarizes the expenses of our properties that are operated by third-party managers (in thousands):

	Quarter Ended June 30,
Properties Managed Under Third-Party Managers	2014		2013		$ Change			% Change
Ski and mountain lifestyle	$	9,010	$	8,685	$	325			3.7	%
Attractions		44,121		45,883		(1,762	)		–3.8	%
Senior housing		12,203		11,389		814			7.1	%
Marinas		4,762		177		4,585			2590.4	%
Total	$	70,096	$	66,134	$	3,962			6.0	%
	Six Months Ended June 30,
Properties Managed Under Third-Party Managers	2014		2013		$ Change			% Change
Ski and mountain lifestyle	$	22,912	$	22,208	$	704			3.2	%
Attractions		65,814		68,291		(2,477	)		–3.6	%
Senior housing		24,426		22,593		1,833			8.1	%
Marinas		7,948		294		7,654			2603.4	%
Total	$	121,100	$	113,386	$	7,714			6.8	%

Asset management fees to advisor. Monthly asset management fees equal to 0.08334% prior to April 1, 2014 and 0.075% effective April 1, 2014 of invested assets are paid to the Advisor for the management of our real estate assets, loans and other permitted investments. For the quarter and six months ended June 30, 2014, asset management fees to our Advisor were approximately $7.5 million and $16.1 million, respectively, as compared to approximately $9.2 million and $18.4 million, for the quarter and six months ended June 30, 2013, respectively. The decrease in such fees is primarily attributable to the reduction in asset fee rates described above and a sale of our interests in 42 senior housing properties held through three unconsolidated senior housing joint ventures in July 2013.

General and administrative. General and administrative expenses totaled approximately $5.1 million and $9.1 million for the quarter and six months ended June 30, 2014, respectively, as compared to approximately $5.0 million and $9.0 million for the quarter and six months ended June 30, 2013, respectively.

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 quarter and six months ended June 30, 2014, ground lease and land permit fees were approximately $3.0 million and $6.6 million, respectively, as compared to approximately $2.5 million and $6.5 million for the quarter and six months ended June 30, 2013, respectively.

Acquisition fees and costs. Acquisition fees were paid to our Advisor for services in connection with the selection, purchase, development or construction of real property and through March 31, 2014, were generally 3% of proceeds received through our DRP. Acquisition fees and costs totaled approximately $1.3 million and $2.0 million for the quarter and six months ended June 30, 2014, respectively, as compared to approximately $0.5 million and $0.9 million for the quarter and six months ended June 30, 2013, respectively. The increase is primarily attributable to the acquisition costs on four senior housing properties acquired during the six months ended June 30, 2014 as compared to one property acquired during the same period in 2013. Acquisition costs are third-party due diligence fees and transaction costs incurred in connection with the acquiring properties which are deemed as business combinations under applicable GAAP.

Other operating expenses. Other operating expenses were approximately $1.0 million and $1.8 million for the quarter and six months ended June 30, 2014, respectively, as compared to approximately $1.3 million and $1.9 million for the quarter and six months ended June 30, 2013, respectively.

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Bad debt (recovery) expense. Bad debt (recovery) expense totaled approximately ($0.01) million and $1.0 million for the quarter and six months ended June 30, 2014, respectively, as compared to approximately $4.0 million and $4.1 million for the quarter and six months ended June 30, 2013, respectively. During the quarter and six months ended June 30, 2013, we established reserves of uncollectible past due rents on our 15 marinas properties that were transitioning from leased to managed structures which was completed in the fourth quarter of 2013 and the second quarter of 2014. During the same periods of 2014, we established reserves of uncollectible past due rent on the four marinas properties that were transitioned from leased to managed structures during the second quarter of 2014.

Recovery on lease terminations. Recovery on lease terminations was approximately $0.7 million for the quarter and six months ended June 30, 2014 as a result of the transition of certain marinas properties. See “Operator Transition, Loan Foreclosure and Provisions” above for additional information. There were no lease terminations during the same periods in 2013.

Loan loss provision. Loan loss provision was approximately $2.5 million for the quarter and six months ended June 30, 2014 as a result of uncertainty in the collectability of one of our notes receivable. See “Operator Transition, Loan Foreclosure and Provisions” above for additional information. There was no loan loss provision for the same periods in 2013.

Impairment provision. Impairment provision was approximately $42.5 million for the quarter and six months ended June 30, 2013. During the quarter ended June 30, 2013, due to the change in plans on our unimproved land, we evaluated the carrying value based on comparable land sale transactions and determined that the carrying value was not recoverable and an impairment provision was recorded.

Depreciation and amortization. Depreciation and amortization expenses were approximately $31.1 million and $63.0 million for the quarter and six months ended June 30, 2014, respectively, as compared to approximately $28.8 million and $57.6 million for the quarter and six months ended June 30, 2013, respectively. The increase is primarily due to new properties acquired subsequent to June 30, 2013.

Interest and other income. Interest and other income was approximately $0.1 million for both the quarter and six months ended June 30, 2014 as compared to approximately $0.1 million and $0.4 million for the quarter and six months ended June 30, 2013, respectively.

Interest expense and loan cost amortization. Interest expense and loan cost amortization was approximately $19.7 million and $38.8 million for the quarter and six months ended June 30, 2014, respectively, as compared to approximately $16.4 million and $32.7 million for the quarter and six months ended June 30, 2013, respectively. The increase was due to additional indebtedness obtained subsequent to June 30, 2013 and the recording of $0.4 million for the ineffective portion of the change in fair value resulting from the termination of hedge. See Note 9. “Derivative Instruments and Hedging Activities” for additional information.

Loss on extinguishment of debt. Loss on extinguishment of debt was approximately $0.2 million for the quarter and six months ended June 30, 2014 as a result of an early repayment on one of our loans with a principal outstanding balance of approximately $24.6 million as of June 30, 2014. See “Liquidity and Capital Resources – Indebtedness” above for additional information.

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

	Quarter Ended June 30,
	2014			2013		$ Change			% Change
DMC Partnership	$	2,720		$	2,719	$	1			0.0	%
Intrawest Venture		(3,246	)		1,480		(4,726	)		–319.3	%
CNLSun I Venture		—			627		(627	)		n/a
CNLSun II Venture		—			762		(762	)		n/a
CNLSun III Venture		—			571		(571	)		n/a
Total	$	(526	)	$	6,159	$	(6,685	)		–108.5	%

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	Six Months Ended June 30,
	2014			2013			$ Change			% Change
DMC Partnership	$	5,409		$	5,409		$	—			0.0	%
Intrawest Venture		(1,636	)		2,762			(4,398	)		–159.2	%
CNLSun I Venture		—			(1,804	)		1,804			n/a
CNLSun II Venture		—			(509	)		509			n/a
CNLSun III Venture		—			(822	)		822			n/a
Total	$	3,773		$	5,036		$	(1,263	)		–25.1	%

Equity in earnings (loss) of unconsolidated entities decreased by approximately $6.7 million and $1.3 million for the quarter and six months ended June 30, 2014 as compared to the same periods in 2013. The change was primarily due to the depreciation and amortization catch up in connection with the reclassification of the six Intrawest village retail properties from assets held for sale to held and used. See Note 6. Variable Interest and Unconsolidated Entities” for additional information. Also, in July 2013, we completed the sale of our interest in 42 senior housing properties held through the CNLSun I, CNLSun II and CNLSun III Ventures, as such, there was no equity in earnings (loss) allocated to us from the aforementioned ventures.

Discontinued operations. Income (loss) from discontinued operations was approximately $7.9 million and $6.3 million for the quarter and six months ended June 30, 2014, respectively, as compared to approximately $1.5 million and ($0.2) million for the quarter and six months ended June 30, 2013, respectively. The results of operations of 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. The increase was primarily attributable to a lower depreciable basis as a result of an impairment provision recorded in December 2013, which reduced the depreciation and amortization expenses during the first quarter of 2014 on certain golf properties as well as the discontinuation of depreciation and amortization expenses on the golf portfolio as a result of the assets being classified as held for sale in March 2014. The increase was also due to a gain on extinguishment of debt related to an early repayment on one of our loans, with an outstanding principal balance of approximately $60.1 million, which was collateralized by a multi-family residential property which was sold in June 2014. The increases were partially offset by an impairment provision of approximately $3.3 million recorded on one golf property due to an updated estimate of fair value derived from the most recent estimate of net sales proceeds as a result of ongoing negotiations with a potential buyer during the six months ended June 30, 2014. There was no impairment provision recorded during the quarter and six months ended June 30, 2013. See Footnote 5. “Assets held for Sale, net and Discontinued Operations” for additional information.

Net loss and loss per share of common stock. The Company had a net loss for the quarter and six months ended June 30, 2014 of approximately $8.5 million and $28.9 million, respectively, as compared to approximately $55.2 million and $78.5 million for the same periods in 2013. The decrease in net loss is primarily attributable to (i) a reduction in impairment provision recorded on our properties, (ii) an increase in rental income from leased properties acquired after the second quarter of 2013, (iii) an increase in “same-store” net operating income from managed properties, (iv) a net gain on extinguishment of debt as a result of early repayment on two of our loans and (v) a decrease in bad debt expense and asset management fees. The increases were partially offset by an increase in interest expense and loan cost amortization, a reduction in equity in earnings as of result of the sale of our interest in 42 senior housing properties held in three unconsolidated joint ventures and the loss recorded on Intrawest Venture relating to depreciation and amortization catch up in connection with the reclassification of assets as mentioned above and a loan loss provision recorded on one of our mortgages and other notes receivable. See “Operator Transition, Loan Foreclosure and Provisions” above for additional information.

Other

Funds from Operations and Modified Funds From Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, 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 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

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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 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 IPA, an industry trade group, has standardized a measure known as MFFO, which the IPA has 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 the write-off of deferred rent receivables and other lease-related assets as well as 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

43

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 to 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 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 cash needs including our 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 or based on an estimated net asset value. 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 loss to FFO and MFFO for the quarter and six months ended June 30, 2014 and 2013 (in thousands, except per share data):

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Net loss	$	(8,505	)	$	(55,205	)	$	(28,858	)	$	(78,504	)
Adjustments:
Depreciation and amortization:
Continuing operations		31,098			28,837			63,032			57,595
Discontinued operations		—			7,796			4,925			15,221
Impairment of real estate assets:
Continuing operations		—			42,451			—			42,451
Discontinued operations		1,150			—			4,464			—
(Gain) loss on sale of real estate investment:
Discontinued operations		73			(2,080	)		70			(2,083	)
Net effect of FFO adjustment from unconsolidated entities: (1)
Continuing operations		6,658			4,293			8,389			10,337
Total funds from operations		30,474			26,092			52,022			45,017
Acquisition fees and expenses: (2)
Continuing operations		1,279			546			2,003			913
Straight-line adjustments for leases and notes receivable: (3)
Continuing operations		(2,737	)		(771	)		(6,164	)		(1,042	)
Discontinued operations		—			(321	)		—			(536	)
(Gain) loss from early extinguishment of debt: (4)
Continuing operations		600			—			600			—
Discontinued operations		(266	)		—			(266	)		—
Amortization of above/below market intangible assets and liabilities
Continuing operations		7			(1	)		24			(2	)
Discontinued operations		—			349			359			683
Loan loss provision: (5)
Continuing operations		2,520			—			2,520			—
Accretion of discounts/amortization of premiums:
Continuing operations		3			3			6			6
MFFO adjustments from unconsolidated entities: (1)
Straight-line adjustments for leases and notes receivable: (3)
Continuing operations		48			(78	)		62			(146	)
Amortization of above/below market intangible assets and liabilities:
Continuing operations		(88	)		(3	)		(76	)		(7	)
Modified funds from operations	$	31,840		$	25,816		$	51,090		$	44,886
Weighted average number of shares of common stock outstanding (basic and diluted)		324,197			317,959			323,424			317,175
FFO per share (basic and diluted)	$	0.09		$	0.08		$	0.16		$	0.14
MFFO per share (basic and diluted)	$	0.10		$	0.08		$	0.16		$	0.14

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FOOTNOTES:

⁽¹⁾  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.

⁽²⁾  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.

⁽³⁾  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.

⁽⁴⁾  (Gain) loss from early extinguishment of debt includes swap breakage fees, write-off of unamortized loan costs and reclassification of loss on termination of cash flow hedges from other comprehensive income (loss) into interest expense.

⁽⁵⁾  In June 2014, we recorded a loan loss provision on one of our mortgages and other notes receivable as a result of uncertainty related to the collectability of the note receivable.

Total FFO and FFO per share was approximately $30.5 million and $52.0 million or $0.09 and $0.16 for the quarter and six months ended June 30, 2014, respectively, as compared to approximately $26.1 million and $45.0 million or $0.08 and $0.14 for the same periods in 2013. The increase in FFO and FFO per share is primarily attributable to (i) an increase in rental income from leased properties acquired after the second quarter of 2013, (ii) an increase in “same-store” net operating income from managed properties, (iii) a net gain on extinguishment of debt as a result of prepayment on two of our loans and (iv) a decrease asset management fees due to the sale of our interest in 42 senior housing properties held in three unconsolidated joint ventures in July and the reduction in fees effective April 1, 2014 as well as (v) a reduction in bad debt expense. The increases were partially offset by (i) an increase in interest expense and loan cost amortization as a result of additional borrowings subsequent to June 30, 2013, (ii) a loan loss provision recorded on one of our mortgages and other notes receivable as a result of our uncertainty in the collectability of the note receivable and (iii) a reduction in FFO contribution due to the sale of our interest in 42 senior housing properties held in three unconsolidated entities as mentioned above.

Total MFFO and MFFO per share was approximately $31.8 million and $51.1 million or $0.10 and $0.16 for the quarter and six months ended June 30, 2014, respectively, as compared to approximately $25.8 million and $44.9 million or $0.08 and $0.14 for the same periods in 2013. The increase in MFFO is primarily attributable to an increase in rental payments from leased properties (rental revenue excluding straight-line adjustments for GAAP) acquired after the second quarter of 2013 as well as in “same-store” net operating income from managed properties. In addition, the increase is also attributable to a reduction in asset management fees as mentioned above. The increases were partially offset by a reduction in MFFO contribution from unconsolidated entities due the sale of our interest in 42 senior housing properties held in three unconsolidated joint ventures as mentioned above and an increase in interest expense and loan cost amortization as a result of additional borrowings subsequent to June 30, 2013.

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 (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.

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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):

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Net loss	$	(8,505	)	$	(55,205	)	$	(28,858	)	$	(78,504	)
(Income) loss from discontinued operations		(7,936	)		(1,486	)		(6,328	)		155
Interest and other income		(89	)		(71	)		(91	)		(397	)
Interest expense and loan cost amortization		19,707			16,397			38,767			32,661
Equity in (earnings) loss of unconsolidated entities (1)		526			(6,159	)		(3,773	)		(5,036	)
Depreciation and amortization		31,098			28,837			63,032			57,595
Impairment provision		—			42,451			—			42,451
Loss from extinguishment of debt		196			—			196			—
Loan loss provision		2,520			—			2,520			—
Recovery on lease terminations		(741	)		—			(741	)		—
Straight-line adjustments for leases and notes receivables (2)		(2,737	)		(1,092	)		(6,164	)		(1,578	)
Cash distributions from unconsolidated entities (1)		3,455			8,787			6,575			20,113
Adjusted EBITDA	$	37,494		$	32,459		$	65,135		$	67,460

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.

⁽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 and reflect the actual cash receipts received by us from our tenants and borrowers.

Adjusted EBITDA was approximately $37.5 million and $32.5 million for the quarter ended June 30, 2014 and 2013, respectively. The increase was primarily attributable to (i) an increase in rental payments from leased properties (rental revenue excluding straight-line adjustments for GAAP) acquired after the second quarter of 2013, (ii) an increase in “same-store” net operating income from

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managed properties, (iii) a reduction in bad debt expense and (iv) a decrease in asset management fees as a result of the sale of our interest in 42 senior housing properties held through three unconsolidated joint ventures in July 2013 and the reduction in fees effective April 1, 2014. See “Related Party Arrangements” for additional information. The increases were partially offset by a reduction in cash distributions from our unconsolidated entities as a result of the sale of our interest in 42 senior housing properties as mentioned above and an increase in acquisition fees and costs as a result of acquiring three additional properties than what was acquired during the same period in 2013.

Adjusted EBITDA was approximately $65.1 million and $67.5 million for the six months ended June 30, 2014 and 2013, respectively. The decrease was primarily attributable to the reduction in cash distributions from our unconsolidated entities and an increase in acquisition fees and costs as mentioned above. The decreases were partially offset by an increase in rental payments from leased properties (rental revenue excluding straight-line adjustments for GAAP) acquired after the second quarter of 2013 as well as in “same-store” net operating income from managed properties. The decreases were also partially offset by a reduction in bad debt expense and a decrease in asset management fees as mentioned above.

Off-Balance Sheet and Other Arrangements

Our unconsolidated entity DMC Partnership has two loans maturing in September 2014 with a combined outstanding principal balance of $130.0 million as of June 30, 2014. The DMC Partnership has proposals from several banks to refinance the entire debt either on a short-term basis with a bridge loan or on a long-term basis with a CMBS loan. Given that we are in the process of exploring strategic alternatives to provide liquidity to our shareholders, we believe that it would be preferable to refinance these loans with a short term bridge loan in order to provide us with maximum flexibility as we evaluate various options. Our partner in the DMC Partnership prefers to refinance with long-term debt and, as a result, we are still in discussions with them on a refinancing strategy. If we are unable to come to an agreement in the near term, there is a reasonable chance that the DMC Partnership will not repay the loans on their maturity dates.

See our annual report on Form 10-K for the year ended December 31, 2013 for a summary of our other off-balance sheet arrangements.

Commitments, Contingencies and Contractual Obligations

Contractual Obligations

For the six months ended June 30, 2014, our contractual obligations were not materially different from the amounts reported for the year ended December 31, 2013 aside from the $53.1 million in new indebtedness obtained, net of prepayments. See “Indebtedness” above for additional information. See our annual report on Form 10-K for the year ended December 31, 2013 for a summary of our contractual obligations.

Contingent Commitments

	Payments Due by Period (in thousands)
	Less than 1						More than
	year		Years 1-3		Years 3-5		5 years		Total
Capital improvements (1)	$	1,258	$	4,500	$	—	$	—	$	5,758

FOOTNOTE:

⁽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.

Item 3. 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 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 totaled $104.6 million and $118.0 million at June 30, 2014 and December 31, 2013, respectively. The estimated fair value of the mortgage notes receivable was approximately $100.2 million and $112.2 million, respectively, and is subject to market risk to the extent that the stated interest rates vary from current market rates for borrowings under similar terms.

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The following is a schedule of our fixed and variable debt maturities for each of the next five years, and thereafter (in thousands):

	2014		2015		2016		2017		2018		Thereafter		Total		Fair Value
Fixed-rate debt	$	43,230	$	17,831	$	88,588	$	164,776	$	109,611	$	445,066	$	869,102	$	888,122
Variable-rate debt (2)		122,810		190,876		30,169		37,030		437		6,799		388,121		389,571	(1)
	$	166,040	$	208,707	$	118,757	$	201,806	$	110,048	$	451,865	$	1,257,223	$	1,277,693

	2014			2015			2016			2017			2018			Thereafter			Total
Weighted average fixed interest rate of maturities		8.64	%		5.84	%		6.28	%		6.06	%		5.04	%		6.87	%		6.49	%
Average interest rate on variable debt(3)		LIBOR or CDOR + 3.27	%		LIBOR+ 3.77	%		LIBOR + 4.48	%		LIBOR + 5.23	%		LIBOR + 3.48	%		LIBOR + 3.3	%

FOOTNOTES:

⁽¹⁾  The fair value of our fixed-rate debt was determined using discounted cash flows based on market interest rates as of June 30, 2014. We determined market rates through discussions with our existing lenders pricing our loans with similar terms and current rates and spreads.

⁽²⁾  As of June 30, 2014, some of our variable-rate debt in mortgages and notes payable was hedged.

⁽³⁾  The 30-day CDOR rate was approximately 1.3% at June 30, 2014. The 30-day LIBOR rate was approximately 0.15% at June 30, 2014.

Management estimates that a hypothetical one-percentage point increase in LIBOR would have resulted in additional interest costs of approximately $1.3 million for the six months ended June 30, 2014. 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.

Item 4. 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.

49

Changes in Internal Controls over Financial Reporting

During the most recent fiscal quarter, there were no changes 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.

PART II OTHER INFORMATION

Item 1. Legal Proceedings - None

Item 1A. Risk Factors - None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Redemption of Shares and Issuer Purchases of Equity Securities

For the six months ended June 30, 2014, we have outstanding redemption requests of approximately 10.8 million shares. During the six months ended June 30, 2014, approximately 0.2 million shares relating to prior period requests were redeemed and 0.7 million shares relating to current period requests were redeemed on a pro rata basis, for an average price per share of $6.85. The redemption price per share is equal to the current estimated NAV per share of $6.85. For additional information on the redemption process in the event there are insufficient funds to redeem all shares, see Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Sources and Uses of Liquidity and Capital Resources – Common Stock Redemptions.”

Pursuant to our share redemption plan, any stockholder who has held shares for not less than one year may present all or any portion equal to at least 25% of their shares to us for redemption at our estimated value per share on the date the redemption is effected. We may, at our discretion, redeem the shares, subject to certain conditions and limitations under the redemption plan. The aggregate amount of funds under the redemption plan will be determined on a quarterly basis in the sole discretion of the Board of Directors, and may be less than but is not expected to exceed the aggregate proceeds from our DRP (subject to a $3.0 million quarterly cap which has been established by our board). However, at no time during a 12-month period may we redeem more than 5% of the weighted average number of our outstanding common stock at the beginning of such 12-month period. For the quarter ended June 30, 2014, we redeemed the following shares (in thousands except per share data):

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased in Part of Publically Announced Plan		Maximum Number of Shares That May Yet be Purchased Under the Plan
April 1, 2014 through April 30, 2014		—		—		—		—
May 1, 2014 through May 31, 2014		—		—		—		—
June 1, 2014 through June 30, 2014		449	$	6.85		449		—	(1)
Total		449	$	6.85		449

FOOTNOTE:

⁽¹⁾  This number represents the additional number of shares which could have been redeemed under the redemption plan during the second quarter without exceeding either of the limitations described above.

Item 3. Defaults Upon Senior Securities – None

Item 4. Mine Safety Disclosures – Not Applicable

Item 5. Other Information – None

50

Item 6. Exhibits

The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this report.

51

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on the 13th day of August, 2014.

	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)

52

EXHIBIT INDEX

Exhibit No.	Description
10.1	Purchase and Sale Agreement and Joint Escrow Instructions among the Sellers (being certain subsidiaries of CNL Lifestyle Properties, Inc.) and CF Arcis X, LLC, as Buyer, dated as of June 12, 2014 subject to Confidential Treatment Request (Redacted version 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 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. Quarterly Report on Form 10-Q for the six months ended June 30, 2014 formatted in XBRL (Extensible Business Reporting Language); (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Other Comprehensive Income (Losses), (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

53

EX-10.1

EXHIBIT 10.1

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “XXXXXXXXXX”. A complete version of this exhibit has been filed separately with the the Securities and Exchange Commission.

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

by and among

THE SELLERS

(being certain subsidiaries of CNL Lifestyle Properties, Inc., each as hereinafter identified)

and

CF ARCIS X LLC,

a Delaware limited liability company

as Buyer,

Dated as of June 12, 2014

TABLE OF CONTENTS

Article 1 - AGREEMENT TO SELL AND PURCHASE		4
Article 2 - DEFINED TERMS		4
2.1	Defined Terms	4
2.2	Principles of Construction	12
Article 3 - THE PROPERTY		12
3.1	CLP Fee Properties	12
3.2	Intentionally Omitted	13
3.3	CLP Groundlease Properties	13
3.4	Tangible Personal Property; Goods and Inventory	13
3.5	Intangible Personal Property	13
3.6	Excluded Property	14
3.7	Leased Equipment	15
Article 4 - INTENTIONALLY OMITTED		17
Article 5 - PURCHASE AND SALE PRICE		17
5.1	Deposit; Payment of Purchase Price	17
5.2	Price Adjustment	18
5.3	XXXXXXXXXX	19
Article 6 - ESCROW AND CLOSING		21
6.1	Opening Escrow; Location and Date for Closing	21
6.2	Sellers’ Deliveries Prior to Closing	22
6.3	Buyer’s Deliveries Prior to Closing	28
6.4	Fees and Closing Costs	30
6.5	Prorations	30

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

i

Article 7 - TITLE		33
7.1	Title Commitments	33
7.2	Title Insurance	34
Article 8 - DELIVERY OF DOCUMENTS BY SELLER		34
8.1	Due Diligence Materials	34
8.2	Additional Materials	34
Article 9 - ACCESS; APPROVED CONTRACTS AND LIQUOR LICENSES		35
9.1	Access to Property; Inspections	35
9.2	Due Diligence Complete; Additional Testing	35
9.3	Assumption of Approved Contracts	36
9.4	Liquor Licenses	36
Article 10 - REPRESENTATIONS AND WARRANTIES OF SELLER; SURVIVAL		38
10.1	Representations and Warranties of Seller	38
10.2	Knowledge of Sellers	42
10.3	Warranties Survive Closing	42
10.4	Limitation on Claims	43
Article 11 - REPRESENTATIONS AND WARRANTIES OF BUYER; SURVIVAL		43
11.1	Representations and Warranties of Buyer	43
11.2	Warranties Survive Closing	44
Article 12 - DISCLAIMER; AS-IS CONVEYANCE; DISCHARGE		44
12.1	Disclaimer	44
12.2	As Is Conveyance	45
12.3	Discharge	45
Article 13 - SELLER COVENANTS		46
13.1	Insurance to Remain in Force Through Closing	46

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

- ii -

13.2	Maintenance and Operation of Property	46
13.3	Payment of Bills	48
13.4	Employees	48
13.5	Efforts to Obtain Estoppels and Consents	49
13.6	Violation of Representations	49
13.7	Governmental Inquiries	49
13.8	Representations and Warranties of Seller	50
13.9	XXXXXXXXXX	50
13.10	Tax Clearance Certificates	50
13.11	Rights of First Refusal to Purchase	51
13.12	Survival of Covenants	51
13.13	XXXXXXXXXX	52
Article 14 - BUYER COVENANTS		54
14.1	Buyer’s and Sellers’ Delivery of Documents	54
14.2	Title Matters	54
14.3	Environmental Assessments	54
14.4	Representations and Warranties of Buyer	54
Article 15 - CONDITIONS PRECEDENT TO CLOSE THIS TRANSACTION		55
15.1	Buyer’s Conditions Precedent	55
15.2	Sellers’ Conditions	56
Article 16 - DAMAGE AND DESTRUCTION; CONDEMNATION		56
16.1	Casualty	56
16.2	Condemnation	57
Article 17 - DEFAULTS; CANCELLATION OF ESCROW		57
17.1	Default Remedies of Buyer	57
17.2	Default Remedies of Sellers	58
17.3	Return of Documents	59

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

- iii -

Article 18 - LIQUIDATED DAMAGES		59
Article 19 - MISCELLANEOUS		59
19.1	Indemnity	59
19.2	Addresses for Notices	61
19.3	Confidentiality	62
19.4	Amendments in Writing	63
19.5	Entire Agreement	63
19.6	No Presumption Regarding Drafter	63
19.7	Time of the Essence	63
19.8	Invalidity of any Provision	63
19.9	Counterparts	63
19.10	Brokers’ Commissions	63
19.11	Attorneys’ Fees	64
19.12	Applicable Law	64
19.13	Assignment by Buyer; Successors and Assigns	64
19.14	No Third Party Beneficiaries	64
19.15	Jury Trial Waiver	64
19.16	Jurisdiction and Venue	65
19.17	Tax Disclosures	65
19.18	Independent Entity	65
19.19	Liability of Interest-Holders in Sellers, Buyer and their Respective Affiliates	66
19.20	XXXXXXXXXX	66
19.21	Radon Disclosure for Property Located in Florida	67
19.22	California Public Resources Code Section 25402.10	67

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

- iv -

Index of Exhibits

Exhibit A	CLP Fee Properties
Exhibit B Exhibit B-1	CLP Groundlease Properties Required Consents and Estoppel Certificate Parties
Exhibit C	CLP Leased Properties and CLP Managed Properties
Exhibit D	XXXXXXXXXX
Exhibit E-1 Exhibit E-2	Bringdown Certificate as to Sellers Bringdown Certificate as to Buyer
Exhibit F	Form of Ground Lease Assignments
Exhibit G	Form of Ground Lease Estoppels
Exhibit H	Form of Tenant Lease Estoppels
Exhibit I	Form of Bill of Sale
Exhibit J	Form of Goods and Inventory Bill of Sale
Exhibit K	Form of Quitclaim Bills of Sale
Exhibit L	Form of Assignment of Contracts
Exhibit M-1 Exhibit M-2	Form of Assignment of Membership Documents Form of Partial Assignment of Rights Against Trusts (Tatum Ranch)
Exhibit N	Form of Assignment of Water Documents
Exhibit O	Form of Assignment of Lease
Exhibit P	Form of Assignment of Management Agreement
Exhibit Q	Form of Non-Foreign Status Affidavit
Exhibit R	Form of Post-Closing Services Agreement
Exhibit S-1 Exhibit S-2	Form of Manager Estoppels Form of Manager Estoppel for the Master Management Agreement

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

- v -

Index of Schedules

Schedule 2.1(a)	List of Contracts
Schedule 2.1(e) Schedule 3.7(a)	List of Private Clubs Equipment Leases; Leased Equipment
Schedule 5.2(b) Schedule 5.3(b) Schedule 5.3(d)	XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX
Schedule 6.2(j)	Water Documents
Schedule 6.4	Customary Closing Cost Allocations
Schedule 7.1 Schedule 9.4(a)	Seller Curative Items Liquor Licenses in Name of Seller(s)
Schedule 10.1(f) Schedule 10.1(g) Schedule 10.1(i) Schedule 10.1(j)	Management Contracts Leases Zoning/Permitted Use Proceedings Litigation
Schedule 10.1(m)	Condemnation Proceedings
Schedule 10.1(q)	Restrictions on Names, Trademarks or Logos
Schedule 10.1(r)	CLP Managed Properties Membership Documents
Schedule 10.1(u)	Bookings for CLP Managed Properties
Schedule 10.1(v)(A) Schedule 10.1(v)(B) Schedule 10.1(v)(D) Schedule 10.1(v)(E)	XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX
Schedule 13.2(d) Schedule 19.13	XXXXXXXXXX Buyer Assignees

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

- vi -

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”) is made and entered into as of the 12^th day of June, 2014 (the “Effective Date”) by and among:

1. The following Sellers (each, a “Seller” and collectively, the “Sellers”):

CLP Southwest Golf, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL Southwest Golf, LLC);

CLP Mesa Del Sol Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Mesa Del Sol, LLC;

CLP South Mountain Golf, LLC, a Delaware limited liability company (f/k/a CNL Income South Mountain, LLC);

CLP Leasehold Golf, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL Leasehold Golf, LLC);

CLP Meadowlark Golf, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL Meadowlark, LLC);

CLP Valencia Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Valencia, LLC);

CLP Weston Hills Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Weston Hills, LLC);

CLP North Golf, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL North Golf, LLC);

CLP Midwest Golf, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL Midwest Golf, LLC);

CLP Mideast Golf, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL Mideast Golf, LLC);

CLP Traditional Golf I, LLC, a Delaware limited liability company (f/k/a CNL Income Traditional Golf I, LLC);

CLP Las Vegas Golf, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL Las Vegas, LLC);

CLP West Golf, LLC, a Delaware limited liability company (f/k/a CNL Income EAGL West Golf, LLC);

CLP Fox Meadow Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Fox Meadow, LLC);

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

1

CLP Fox Meadow Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Fox Meadow, LLC);

CLP Signature of Solon Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Signature of Solon, LLC);

CLP Weymouth Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Weymouth, LLC);

CLP Palmetto Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Palmetto, LLC);

CLP Bear Creek Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Bear Creek, LLC);

CLP Canyon Springs Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Canyon Springs, LLC);

CLP Clear Creek Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Clear Creek, LLC);

Grapevine Golf Club, L.P., a Delaware limited partnership;

CLP Lake Park Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Lake Park, LLC);

CLP Lakeridge Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Lakeridge, LLC);

CLP Mansfield Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Mansfield, LLC);

CLP Plantation Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Plantation, LLC);

CLP Cinco Ranch Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Cinco Ranch, LLC);

CLP Fossil Creek Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Fossil Creek, LLC);

CLP Broad Bay Golf, LLC, a Delaware limited liability company (f/k/a CNL Income Broad Bay Golf, LLC).

and

2. CF ARCIS X LLC, a Delaware limited liability company and, together with assignees or designees thereof permitted under Section 19.13, on the other hand, as buyer (the “Buyer”).

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

2

RECITALS

A. The golf course properties identified on the table in Exhibit A are each owned by a Seller in fee simple, as set forth on Exhibit A (each a “CLP Fee Property” and collectively, the “CLP Fee Properties”).

B. The golf course properties identified on the table in Exhibit B are each owned by a Seller as set forth on Exhibit B, which Seller owns either a leasehold interest in such golf course property, or a possessory concession or management agreement interest, as applicable, in each case as set forth on Exhibit B (each, a “CLP Groundlease Property” and collectively, the “CLP Groundlease Properties”). The CLP Fee Properties and the CLP Groundlease Properties are sometimes hereinafter referred to individually as a “Property”, and collectively, as the “Properties”.

C. Certain of the Properties are leased to third parties unaffiliated with Sellers as identified on Exhibit C (each, a “Tenant”, and collectively, the “Tenants”) pursuant to lease agreements (or, as the case may be, a sublease, sub-management agreement or sub-concession agreement) identified on Exhibit C (each, a “Lease” and collectively, the “Leases”). Each Property subject to a Tenant Lease is sometimes hereinafter referred to as a “CLP Leased Property” and, collectively, as the “CLP Leased Properties”.

D. Each Property not subject to a Tenant Lease is managed on behalf of the applicable Seller by a third party management company unaffiliated with Seller (each, a “Manager” and collectively, the “Managers”) pursuant to a management agreement between the applicable Seller and Manager, in each case as set forth and described on Exhibit C (each, a “Management Agreement” and collectively, the “Management Agreements”). Each Property subject to a Management Agreement is sometimes hereinafter referred to as a “CLP Managed Property” and collectively as the “CLP Managed Properties”.

E. Subject to the satisfaction of the terms and conditions set forth in this Agreement, the Buyer desires (i) to purchase the CLP Fee Properties from the Sellers, (ii) to acquire and assume the Sellers’ leasehold interests in each of the CLP Groundlease Properties, (iii) to assume the Sellers’ interests in each of the Tenant Leases and (iv) to assume the Sellers’ interests in each of the Management Agreements.

F. Subject to the satisfaction of the terms and conditions set forth in this Agreement, the Sellers desire (i) to sell the CLP Fee Properties to Buyer, (ii) to assign and convey the leasehold interest of each Seller in and to the CLP Groundlease Properties to Buyer, (iii) to assign and convey each Seller’s interest in and to the Tenant Leases to Buyer and (iv) to assign and convey each Seller’s interest in and to the Management Agreements to Buyer.

G. The transactions described in recitals E and F above, and the transfer of Associated Property and other rights and obligations described herein, are sometimes referred to herein as the “Acquisition.”

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which each of the parties acknowledges, the parties agree as follows:

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

3

TERMS OF AGREEMENT

ARTICLE 1 - AGREEMENT TO SELL AND PURCHASE

Subject to the terms and conditions contained in this Agreement, each Seller agrees to sell and assign to Buyer, and Buyer agrees to acquire and assume, the Land owned or ground leased by it, together with all of Seller Parties’ right, title and interest in and to the Improvements, Appurtenances, Goods and Inventory with respect to the CLP Managed Properties (and a quitclaim of all other Goods and Inventory), Intangible Personal Property, Licenses and Permits (to the extent transferable), Water Rights (to the extent transferable) and other Personal Property (except Excluded Property) associated therewith (to the extent transferable) (as to each such Property, the “Associated Property”), free and clear of all liens, security interests, mortgages, pledges or other encumbrances of any nature whatsoever, other than the Permitted Exceptions (as defined below).

ARTICLE 2 - DEFINED TERMS

2.1 Defined Terms. Terms used in this Agreement with initial capital letters shall have the meanings given to them herein. The term “party” refers to any Seller and Buyer. In addition, the following terms used in this Agreement and not elsewhere defined herein have the meanings given to them below:

“Acquisition” shall have the meaning set forth in the Recitals.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, has control over, is controlled by or is under common control with such Person.

“AGC” means American Golf Corporation.

XXXXXXXXXX

“Appurtenances” means all right, title and interest of the applicable Seller in all appurtenances, privileges, entitlements, hereditaments, easements, rights of way, and adverse possession claims, reversionary rights, all right, title, interest, and benefit, if any, of Sellers in and to adjacent streets, roads, alleys, strips or gores, and sewers (public or private, open or closed), mineral interests and rights, and all other rights, approvals, privileges, and entitlements belonging to or running with the Land associated with any Property.

“Arrowhead Water Agreement” shall have the meaning set forth in Section 5.2(c).

“Bookings” means all tournaments, outings, banquets, meetings and other events and functions held or scheduled to be held from time to time at the Properties (a schedule of which shall be attached to the Bill of Sale).

“Bringdown Certificate” means (a) as to Sellers, a certificate in the form of Exhibit E-1, pursuant to which each Seller makes the representations and warranties described therein as of

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

4

the Closing Date and (b) as to Buyer, a certificate in the form of Exhibit E-2, pursuant to which such party makes the representations and warranties described therein as of the Closing Date.

“Business Day” means a day that is not a Saturday, Sunday or legal holiday observed by the State of Delaware or the United States of America.

“Buyer Default” means a condition precedent to Seller’s obligations described in Section 15.2 is not satisfied as of the Closing Date, provided that such failure is not the result of a Seller Default.

“Buyer Surviving Obligations” means any obligation of Buyer in this Agreement that expressly survives the Closing or any termination of this Agreement pursuant to the terms of this Agreement.

“Buyer’s Conditions Precedent” has the meaning set forth in Section 15.1.

“Claims” means all claims, demands, lawsuits, actions, causes of action, proceedings, liabilities, damages, costs, losses, and expenses, including reasonable attorneys’ fees, court costs and litigation expenses.

“Closing Date” has the meaning set forth in Section 6.1.

“CLP” has the meaning set forth in Section 19.1.

“CLP DC Fee” shall mean the amount payable by CLP West Golf, LLC pursuant to Section 2.2 of the Arrowhead Water Agreement.

“CLP Fee Properties” has the meaning set forth in the Recitals.

“CLP Grapevine” means Grapevine Golf Club, L.P., a Texas limited partnership;

“CLP Groundleased Properties” has the meaning set forth in the Recitals.

“CLP Leased Properties” has the meaning set forth in the Recitals.

“CLP Managed Properties” has the meaning set forth in the Recitals.

“Contracts” means all (i) contracts and agreements in the name of Seller pertaining to the ownership, operation, management, alteration, repair, improvement, maintenance, and use of each Property listed and described on Schedule 2.1(a), to the extent the same is assignable to Buyer (but specifically excluding Membership Documents, which shall be assigned separately), and (ii) contracts for maintenance, repair, product or equipment service, pest control, janitorial services, supply of Goods and Inventory, and supply of energy and utility services, listed and described on Schedule 2.1(a), to the extent the same is assignable to Buyer; the term “Contracts” shall specifically exclude the Ground Leases, Leases, Management Agreements, the Master Management Agreement, and any equipment leases, contracts or agreements in the name of a Tenant rather than Sellers.

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

5

“Controlling Interest” means the possession, directly or indirectly, of the power: (i) to vote more than fifty percent (50%) of the voting stock or other beneficial interests of the subject entity; or (ii) to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting stock, by contract or otherwise.

“Course Names” has the meaning set forth in Section 3.5.

“Cowboys License Agreement” means that certain Non-Exclusive License and Marketing Agreement dated as of November 15, 2006, between Blue Star Grapevine Golf, L.P. and CNL Income Partners, LP, and its affiliates or subsidiaries.

“Data Room” means that certain electronic data room established by Sellers through Jefferies, LLC, regarding the Properties to which Sellers have granted access to Buyer and its agents and representatives.

“Deposit” has the meaning set forth in Section 5.1.

“Due Diligence Materials” has the meaning set forth in Section 8.1.

“Due Diligence Parties” has the meaning set forth in Section 8.1.

“EAGL” means Evergreen Alliance Golf Limited, L.P., a Delaware limited partnership.

“EAGL Liens” means any liens and security interests related to or otherwise securing the EAGL Loan.

“EAGL Loan” means the indebtedness evidenced by that certain loan from Seller (or its affiliate) to EAGL (or its affiliate) in the original principal amount of $6,000,000.

“Effective Date” means the effective date of this Agreement as set forth in the preamble.

“Environmental Laws” means applicable Legal Requirements relating to pollution or the protection of human health and the environment, and includes, but is not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq.

“Escrow” has the meaning set forth in Section 5.1.

“Escrow Holder” has the meaning set forth in Section 5.1.

“Equipment Lease” has the meaning set forth in Section 3.7.

“Excluded Property” has the meaning set forth in Section 3.6.

“Floor” has the meaning set forth in Section 10.4.

“Follow On Closing” has the meaning set forth in Section 6.2(c).

“Follow On Property” has the meaning set forth in Section 6.2(c) and Section 15.1(g).

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

6

“Fore Golf” means Fore Golf Management, LLC, a Florida limited liability company.

“Goods and Inventory” means 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 (other than liquor or other inventory items to the extent such items may not legally be conveyed) and other consumables held for sale or use in connection with the business operated at the Property, and operating supplies, gasoline and lubricants, fertilizer, seed, sand, chemicals, irrigation parts and supplies, building and maintenance inventories, supplies, tools and spare parts.

“Governmental Approvals” means all licenses, permits, certificates of occupancy, authorizations or approvals from any Governmental Authority necessary for the ownership, occupancy, maintenance or use of each Property as currently conducted pursuant to all Legal Requirements, including all of the Licenses and Permits.

“Governmental Authority” means any United States national, federal, state, provincial, county, municipal, or local governmental, regulatory or administrative authority, agency, instrumentality, board or commission, or any subdivision, agency or instrumentality thereof, having jurisdiction over any of the Properties or the operations thereon.

“Ground Lease” means, as to each CLP Groundlease Property, the lease agreement, sublease agreement, concession agreement and/or management contract described with respect to such CLP Groundlease Property on Exhibit B.

“Ground Lessor” means the Person or Persons identified as the “Ground Lessor” of a CLP Groundlease Property on Exhibit B (for avoidance of doubt, Ground Lessor shall include the parties identified on Exhibit B-1).

“Ground Lessor’s Consent” means as to any CLP Groundlease Property, any consent or consents of the Ground Lessor (if more than one Ground Lessor for such CLP Groundlease Property) or the Ground Lessor’s Lender necessary for the valid assignment of the Ground Lease to Buyer (and release of any guaranty provided by Sellers or an Affiliate of Sellers, if applicable, but only with respect to liability first accruing from and after the date of the assignment) on terms reasonably acceptable to Buyer, the Ground Lessor or Ground Lessor’s Lender (provided that any consent of the Ground Lessor on substantially the same form provided to the applicable Seller in a prior transaction shall be deemed acceptable to Buyer).

“Ground Lessor’s Lender” means, as to any CLP Groundlease Property, one or more holders of a mortgage, deed of trust or similar lien on the Ground Lessor’s interest therein, to the extent that such Person’s consent is necessary for the valid assignment of the Ground Lease applicable thereto.

“Impositions” has the meaning set forth in Section 6.5.

“Improvements” means all existing buildings, structures, fixtures, and other improvements located on the Land, including, to the extent present on a Property, the golf course, the club houses, all cart paths, tees, greens, holding ponds, irrigation ponds, dams, lift stations, culverts, mains, water wells, effluent systems, irrigation lines and systems, drainage

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facilities and systems, pump stations, pumps, pipes, pump houses, golf cart barns and storage buildings, maintenance buildings, entrance signage, and pavilions located thereon, all roads, driveways, walkways or paving, any tennis facilities, swimming pools, driving ranges, practice greens, learning centers, comforts stations and restrooms, snack areas, pro shops, and all building systems, facilities, fixtures, machinery, equipment, and conduits to provide fire protection, security, heat, exhaust, ventilation, air conditioning, electrical power and systems, light, plumbing, refrigeration, gas, sewer, and water facilities, mechanical systems and related equipment, all associated landscaping, parking facilities and other improvements located on the Land (including all replacements or additions to any of the foregoing between the Effective Date and the Closing Date).

“Intangible Personal Property” has the meaning set forth in Section 3.5.

“Interim Management Agreement” has the meaning set forth in Section 9.4(d).

“Known Matters” means any of the following information actually known by Buyer or provided to Buyer from Seller on or before the Effective Date: information contained in the Due Diligence Materials, information obtained as a result of Buyer’s due diligence tests, investigations and inspections of the Properties or information that is contained in a written notice or any documentation provided by any Seller, Tenant or Manager or their agents or employees on or before the Effective Date, that discloses a breach of any of the representations, warranties or covenants made by Sellers in this Agreement or in any of the Seller Conveyancing Documents or that contradicts any such representations and warranties, or that discloses that any such representations, warranties or covenants is untrue or incorrect.

“Land” means the land underlying each Property as described in the Title Commitments.

“Lease(s)” has the meaning set forth in the Recitals.

“Leased Equipment” has the meaning set forth in Section 3.7.

“Leased Equipment Documentation Date” has the meaning set forth in Section 3.7.

“Leased Equipment Election Date” has the meaning set forth in Section 3.7.

“Legal Requirements” means all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, orders, directions, and requirements of all Governmental Authorities, including zoning or subdivision regulations, and urban redevelopment plans governing or regulating the use or operation of the Property.

“Licenses and Permits” means all (i) licenses, permits, variances, registrations, accreditations, certifications, authorizations, approvals, consents, certificates of occupancy, and entitlements issued, approved, or granted by any Governmental Authority and relating to the operation, ownership, or maintenance of the Properties or any part thereof, including, occupational licenses, building and use permits, irrigation and dam permits, wetlands permits, waste disposal permits, conservation and environmental permits, consumptive use permits, and licenses necessary for the sale or service of alcoholic beverages at the Properties, and (ii)

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development rights if any way related to or used in connection with the Properties and their operations, including all rights, privileges, benefits, powers and interests (a) as “developer,” “owner,” “declarant,” or otherwise under or with respect to any restrictive covenants, use restrictions, or other deed restrictions pertaining to the Land or any portion thereof, and (b) relating to any property owners’ association, including review and approval rights pertaining to the Land or any portion thereof.

“Managed Properties Membership Agreements” has the meaning set forth in Section 5.3.

“Management Agreement(s)” has the meaning set forth in the Recitals.

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“Manager(s)” has the meaning set forth in the Recitals.

“Master Management Agreement” means that certain Master Management Agreement by and between EAGL and Fore Golf dated April 24, 2012, regarding the management by Fore Golf on behalf of EAGL of twenty one (21) of the Properties leased by EAGL from certain Sellers.

“Material Adverse Effect” means any change, effect, circumstance, condition or event that has, or any changes, effects, circumstances, conditions or events that have a material adverse effect on a Property, but excluding any circumstances affecting the operations of the Properties to the extent related to (a) conditions in the United States or global economy generally, (b) general changes in market conditions (including changes in legal, regulatory or business conditions or changes in weather conditions), (c) changes in GAAP, (d) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (e) earthquakes, hurricanes, floods, rain or other natural acts (provided, however, that this clause (e) shall not impair the Buyer’s rights described herein with respect to any damage to the Property caused by those events), or (f) the compliance by Seller or Buyer with its covenants and agreements contained in this Agreement.

“Material Contract” means a Contract entered into by Seller after the Effective Date that (a) is not entered into in the ordinary course of business, (b) is not for a capital expenditure and would require Buyer to expend more than $10,000 in the aggregate under such Contract, (c) would not be fully performed within one (1) year after such Contract is entered into, or (d) is for a capital expenditure exceeding $10,000.

“Membership Documents” means the applications, membership contracts and agreements, bylaws, rules and regulations and other written terms or provisions signed by or binding upon the members at any Private Club listed in the Data Room as of the Effective Date.

“Owner” means the Person identified as the Owner of a CLP Fee Property on Exhibit A.

“Permitted Exceptions” means (a) matters described in Section 7.1 as Permitted Exceptions, (b) liens securing obligations under Equipment Leases that are assumed or entered

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into by Buyer pursuant to Section 3.7, (c) the Ground Leases, (d) the Leases, (e) the Management Agreements, (f) the Master Management Agreement, (g) liens for taxes not yet due and payable, and (h) such matters arising after the Effective Date that do not cause or could be reasonable expected to cause a Material Adverse Effect or otherwise as Buyer may approve, pursuant to Section 14.2.

“Person” means an individual, a corporation, a partnership, a Governmental Authority, a limited liability company or any other entity having legal identity.

“Personal Property” means the Tangible Personal Property and the Intangible Personal Property.

“Private Club” means any Property that admits members, whether on a fully private or semi-private basis, which are listed on the attached Schedule 2.1(e).

“Purchase Price” has the meaning set forth in Article V.

“Properties Membership Deposit Liabilities” has the meaning set forth in Section 5.3(a).

“Property Default” means, with respect to a Property, (a) a representation or warranty made by Sellers, as it affects such Property, is untrue or misleading or (b) Sellers have failed to satisfy their covenants and comply with their obligations under this Agreement (or any other agreement or Permitted Exception affecting such Property), and in either case the effect is a Material Adverse Effect.

“Raven License Agreement” means that certain Amended and Restated Raven Brand Limited Non-Exclusive License Agreement dated July 19, 2008, between Intrawest Golf Holdings, Inc., and CLP South Mountain, LLC, as amended by that certain Amendment Agreement dated as of July 19, 2013.

“Refundable Membership Deposit” means the obligation of the owner or operator of certain Properties owned or operated by AGC or certain affiliates thereof prior to Sellers’ ownership of such Properties, to refund the membership deposit paid by a member on the 30th anniversary following the date such member was admitted to membership at such golf club, all as set forth in the Membership Documents.

“Seller Conveyancing Documents” means each Deed, Ground Lease Assignment, Ground Lessor Consent (including Ground Lessor’s lender, if required), Ground Lease Estoppel, Tenant Lease Estoppel, Bill of Sale, Goods and Inventory Bill of Sale, Assignment of Contracts, Assignment of Membership Documents, Assignment of Water Documents, Assignment of Leases, Assignment of Management Agreements, Trademarks Assignments, Bringdown Certificate and each other document contemplated to be executed and delivered by any Seller pursuant to Section 6.2 below.

“Seller Curative Matters” has the meaning set forth in Section 7.1.

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“Seller Default” means (i) a condition precedent to Buyer’s obligations described in Section 15.1(a) through (d) of this Agreement is not satisfied as of the Closing Date, (ii) a Property Default, (iii) Seller otherwise fails or refuses to perform its obligations under or consummate the Acquisition in accordance with the terms and provisions of this Agreement, including Section 7.1 below, provided that such failure or refusal is not the result of a Buyer Default.

“Seller Liability Cap” has the meaning set forth in Section 10.4.

“Sellers Payables” means all accounts payable of Sellers which were incurred or accrued in connection with the operation of the CLP Managed Properties, to the extent they relate to the period preceding the Closing Date.

“Seller Receivables” means, with respect to any CLP Managed Property, any of the following that have been invoiced for payment but not yet paid as of the Closing Date: (1) membership dues, charges, handicap fees, driving range fees, food and beverage receivables, merchandise receivables, cart fees, golf club storage fees, locker fees and trail fees and other invoiced charges with respect to the Properties; (2) amounts with respect to Bookings occurring prior to the Closing Date; and (3) any other receivables of Seller with respect to the Properties which, as of the Closing Date, have been invoiced but not paid (but excluding payments coming due on or after the Closing Date under financing arrangements permitting the payment over time of membership initiation fees and membership deposits). For purposes of clarification, the term “Seller Receivables” shall not include the amounts due under the Valencia/Weston Notes, which shall be conveyed to Buyer separately as set forth in Section 5.2(b).

“Seller Surviving Obligations” means any obligation of Sellers in this Agreement that expressly survives the Closing or any termination of this Agreement pursuant to the terms of this Agreement.

“Sellers’ Conditions Precedent” has the meaning set forth in Section 15.2.

“Survey” has the meaning set forth in Section 7.1.

“Survival Period” shall mean a period commencing on the Closing Date and concluding upon the earlier to occur of the following: (a) the date which is six (6) months after the Closing Date; and (b) the date upon which there is a sale of a Controlling Interest in, or a sale of all or substantially all of the assets of, Sellers’ parent company – CNL Lifestyle Properties, Inc.; provided, however, if the events referenced in subparagraph (b) hereof occur prior to October 16, 2014, the Survival Period shall be deemed to conclude on October 16, 2014.

“Take Out Election” has the meaning set forth in Section 3.7.

“Tangible Personal Property” has the meaning set forth in Section 3.4.

“Tenant(s)” has the meaning set forth in the Recitals.

“Title Commitment” has the meaning set forth in Section 7.1.

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“Title Policy” has the meaning set forth in Section 7.1.

“Trust Assumed Membership Deposit Liability” means the obligation of the Trusts under the Trust Assumption Agreement to refund certain Refundable Membership Deposits at the Properties and certain other golf course properties.

“Trust Covered Property Liabilities” means that portion of the Trust Assumed Membership Deposit Liability that relates to certain Properties.

“Trusts” means the DGP Trust and the DPP Trust.

“Warranties” means all guaranties, warranties (express or implied), and bonds in effect with respect to the Properties or any portion thereof, which, by their terms, survive Closing, including, all guaranties, warranties and bonds of contractors, materialmen, manufacturers, mechanics, or suppliers who have been engaged by Sellers or any of their agents to furnish labor, materials, equipment, or supplies to all or any portion of the Properties. The term “Warranties” shall not include representations and warranties of Sellers or representations and warranties of Buyer set forth in this Agreement.

“WARN Act Liability” has the meaning set forth in Section 13.4.

“Water Rights” means all right, title and interest, if any, of any Seller in water, water wells, water rights, riparian rights, appropriative rights, water allocations, water permits, water facilities, water agreements and water stock that may be associated with a Property.

2.2 Principles of Construction. Unless otherwise expressly provided herein, and unless the context in which any term is used plainly requires a different construction:

(a) any term used or defined in the singular shall include its plural form, and any term used or defined in the plural shall include its singular form;

(b) references to “Articles,” “Sections,” “Schedules,” “Exhibits” or the “preamble” shall be to articles, sections, schedules, exhibits or the preamble of or to this Agreement;

(c) references to this Agreement shall include a reference to all of the schedules, exhibits and other appendices hereto, as the same may be amended, modified, supplemented or replaced from time to time;

ARTICLE 3 - THE PROPERTY

The property to be sold, assigned, purchased, assumed and delivered pursuant to this Agreement includes all of the following with respect to each Property to be conveyed hereunder, and all of the following shall be deemed to be included in the term “Property” unless otherwise specified herein:

3.1 CLP Fee Properties. The CLP Fee Property or CLP Fee Properties owned by such Seller, including a fee simple interest in the Land underlying each CLP Fee Property and

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each Seller’s right, title and interest in and to (a) the Improvements, (b) all Water Rights, if any, and (c) all Appurtenances.

3.2 Intentionally Omitted.

3.3 CLP Groundlease Properties. The applicable Seller’s ground lease estate (or possessory concession or management agreement interest), all right, title and interest of such Seller under each Ground Lease arising from and after the Closing Date and each Seller’s right, title and interest in and to (a) the Improvements, (b) all Water Rights, if any, and (c) all Appurtenances.

3.4 Tangible Personal Property; Goods and Inventory. Subject to Section 3.6, all tangible personal property owned by the Seller located on or used in the operation, maintenance or repair of the applicable Property or improvements, including: (a) all fixtures, furniture, furnishings, equipment, materials, machinery, vehicles, tools, repair parts, goods, supplies, televisions, telephones, communications equipment, kitchen utensils, glassware, china, appliances, golf carts, trade fixtures, cash registers, tools, repair parts, video equipment, linens, china, window treatments, signs, advertising booklets and materials, brochures, ground maintenance equipment, computer systems and equipment, computer hardware and software, databases, hardware and equipment relating to the point of sale system, but specifically excluding the Goods and Inventory (the foregoing, with the exception of Goods and Inventory, shall be referred to herein collectively as the “Tangible Personal Property”) and (b) subject to Section 3.7, all Goods and Inventory owned by the Sellers with respect to the CLP Managed Properties (and a quitclaim of all other Goods and Inventory).

3.5 Intangible Personal Property. Subject to Section 3.6 and Section 3.7, all right, title, and interest of Sellers in and to the intangible personal property used in or otherwise appurtenant to the operation and use of each applicable Property or the associated Tangible Personal Property, including: (a) all Leases, (b) all Management Agreements, (c) all Governmental Approvals and Licenses and Permits; (d) all reports, technical studies and architectural and engineering plans, specifications and drawings, if any, including all site plans, surveys, floor plans, engineering studies, hydrological studies, environmental and toxic waste studies and information (including information concerning any wetlands and endangered species habitat located on the Land), soil and substrata studies, utility schemes, reports from U.S.G.A., 2010-2013 annual inspections regarding soils, and landscape plans; (e) all rights of the applicable Seller under all Approved Contracts that arise from and after the Closing Date; (f) any proprietary rights in the name under which each Property is operated, and any variations or derivatives thereof (the “Course Names”), including course specific, stand-alone internet web addresses, websites and domain names relating to the Properties, ULR (uniform resource locator); (g) trade names, trademarks, service marks, logos, telephone numbers and listings, and other intellectual property with respect to the Course Names or otherwise used in connection with the Properties, including all common law and statutory rights thereunder and all goodwill associated therewith; (h) subject to Section 3.6(d), software used in the operations of the CLP Managed Properties (to the extent transfer would not violate the licensing or other agreements associated therewith); (i) all Warranties, Bookings and all escrow or security deposits, maintenance, tax, insurance, capex and/or other escrows, accounts, reserves or other rights related to the ownership of, or use and operation of the Properties; (j) subject to Section 3.6(a),

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books and records, customer, membership and administrative files and records, equipment records, operating manuals, personnel policies and procedures, membership files, membership billing records and membership lists (including, to the extent available and transferable without violating Legal Requirements, telephone numbers and fax numbers); (k) Sellers Receivables in accordance with Section 5.2(a) and Valencia/Weston Notes in accordance with Section 5.2(b); and (l) all rights, proceeds and policy benefits arising from any casualty or related insurance policies or existing condemnation proceedings concerning a Property received by Sellers prior to Closing (the foregoing shall collectively be referred to herein as the “Intangible Personal Property”).

3.6 Excluded Property. Notwithstanding anything contained in this Article 3 to the contrary, the Property to be transferred excludes the following property or property interests (“Excluded Property”):

(a) all books, records and databases of the Tenants or Managers (except for Seller’s rights, if any, therein and non-proprietary books and records located at the CLP Managed Properties pertaining exclusively to the operation thereof);

(b) cash on hand at any Property or any interest of any Seller, Tenant or Manager in any banking or financial institution accounts or any deposit or safety deposit boxes;

(c) compensation and payroll records or employee benefit plans and benefit arrangements and information which must be maintained by Tenants or Managers under privacy or employment laws;

(d) any interest of Sellers in software or equipment related to the “Point of Sale” system used at the Properties and equipment and software related to the “Kronos” system used by the Tenant or Manager at the Properties, including all tee time software, to the extent the foregoing would require the consent of a third party in order to transfer the same and such consent is not obtained prior to the Closing Date;

(e) any interest of Sellers in any other computer software being used at any of the Properties which would require the consent of a third party in order to transfer the same and such consent is not obtained prior to the Closing Date;

(f) all product and service warranties and guaranties only to the extent relating to the period prior to the Closing Date, it being understood and agreed that product and services warranties and guaranties are not Excluded Property to the extent they relate to the period on or after the Closing Date and are only Excluded Property to the extent Sellers retain liability following Closing that would be covered under such warranties and guarantees;

(g) any rights, interests, obligations or benefits under any Contracts, only to the extent relating to the period prior to the Closing or to the extent arising at any time under Contracts that are not Approved Contracts;

(h) rights to income to which the Sellers are entitled pursuant to the proration provisions of Section 6.5;

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(i) any Leased Equipment, except to the extent that Buyer exercises its right under Section 3.7(a) to purchase, assume the lease for, or enter into a new lease covering, such Leased Equipment and satisfies its obligations under that Section (including if applicable the obligation to pay the purchase cost thereof);

(j) any information that cannot be conveyed or transferred under Legal Requirements protecting individual privacy;

(k) any tangible or intangible personal property owned by Tenants or Managers; and

(l) any liquor or alcoholic beverage inventory that may not legally be conveyed.

3.7 Leased Equipment.

(a) Notwithstanding any provision of this Agreement to the contrary, the Property that is to be conveyed in consideration of the Purchase Price shall not include golf carts, certain ground maintenance equipment and other equipment that is leased by a Seller (“Leased Equipment”) pursuant to an equipment lease or similar arrangement between a Seller and unrelated third parties (each an “Equipment Lease”) (for purposes of clarification, the term “Equipment Lease” shall not include any equipment lease between a Tenant or a Manager and unrelated third parties, which leases are not being assigned at Closing). A list of the Equipment Leases applicable to the Properties that are in the name of a Seller and a description of the Leased Equipment that is covered thereby is attached hereto as Schedule 3.7(a). XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX

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ARTICLE 4 - INTENTIONALLY OMITTED

ARTICLE 5 - PURCHASE AND SALE PRICE

The total purchase and sale price for the Property is THREE HUNDRED TWENTY MILLION AND NO/100 DOLLARS ($320,000,000.00) (the “Purchase Price”), subject to the prorations and adjustments provided in this Agreement.

5.1 Deposit; Payment of Purchase Price.

(a) Deposit. XXXXXXXXXX Buyer, has prior to the Effective Date deposited into escrow (the “Escrow”) with First American Title Insurance Company, National Commercial Services, located at 420 South Orange Avenue, Suite 250, Orlando, Florida 32801 (the “Escrow Holder” or “Title Company”) the amount of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) in cash (the “Site Access Deposit”), which, pursuant to Section 3(e) of the Site Access Agreement (as defined below), Escrow Holder is hereby jointly instructed to continue to invest in federally insured money market accounts approved by Buyer and Sellers. The Parties acknowledge that the Site Escrow Deposit was delivered to the Escrow Holder pursuant to the Site Access Agreement, and that each of Buyer and Sellers desire and acknowledge and agree that, pursuant to Section 3(e) of the Site Access Agreement, such Site Access Deposit shall serve as the Deposit hereunder, and that from and after the execution and delivery of this Agreement, the Deposit shall be treated pursuant to the terms and provisions of this Agreement, rather than the Site Access Agreement. Sellers and Buyer agree to execute such additional instructions not inconsistent with this Agreement as may be reasonably required by Escrow Holder. All interest on the Deposit shall be added to, and constitute a part of, the Deposit for all purposes under this Agreement. The Deposit shall be applied to the payment of the Purchase Price.

(b) Balance of Purchase Price. Buyer shall deposit the balance of the Purchase Price (plus or minus the net amount of any costs, adjustments and prorations provided for in this Agreement) into the Escrow prior to the Closing, in cash. As used in this Agreement, the term “cash” means immediately available United States funds transferred by wire transfer.

(c) Treatment of Deposit. Buyer acknowledges that the Deposit is non-refundable to Buyer except as specifically set forth in this Section 5.1(c). The Deposit shall be paid to Seller as liquidated damages upon any cancellation of the Escrow except due to a termination pursuant to Sections 6.2(c), (d), (e), (o) and (v), Section 7.1, Section 9.2, Section 13.9, Section 15.1, or Sections 17.1(a), (c) or (d). The Deposit shall not be refundable to Buyer for any reason other than a termination by Buyer pursuant to Sections 6.2(c),(d), (e), (o) and (v), Section 7.1, Section 9.2, Section 13.9, Section 15.1, or Sections 17.1(a), (c) or (d).

(d) Acknowledgements Regarding Deposit. All interest earned in said account of the Escrow Holder shall be reported by the Escrow Holder to the Internal Revenue Service as income to Buyer (and Buyer agrees to execute a W-9 form and any other federal tax documents necessary in connection therewith). The Escrow Holder shall not be liable for any loss occurring which arises from the fact that the amount of the Deposit may cause the aggregate amount of any depositor’s accounts contemplated under this Agreement to exceed $250,000 and

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that the excess amount is not insured by the Federal Deposit Insurance Corporation. If this Agreement shall be terminated by the mutual written agreement of Seller and Buyer, or if the Escrow Holder shall be unable to determine at any time to whom the Deposit should be paid, or if a dispute shall develop between Seller and Buyer concerning to whom the Deposit should be paid and delivered, then and in any such event, the Escrow Holder shall pay and deliver the Deposit in accordance with the joint written instructions of Seller and Buyer. In the event that such written instructions shall not be received by the Escrow Holder within ten (10) days after the Escrow Holder has served a written request for instructions upon Seller and Buyer, then the Escrow Holder shall have the right to pay and deliver the Deposit into an appropriate court of proper jurisdiction in the State of Florida, and interplead Seller and Buyer in respect thereof, and thereupon the Escrow Holder shall be discharged of any obligations in connection with this Agreement.

(e) Purchase Price Allocation Among Asset Classes. Sellers and Buyer shall use commercially reasonable efforts to agree upon the allocation of the Allocated Purchase Price for each property between real, personal and other types of property for transfer tax purposes at least three (3) Business Days prior to the Closing Date; provided, however, the allocation of the Allocated Purchase Price for each Property by each of Sellers and Buyer for all other purposes, whether for local, state or federal taxes or otherwise, shall not require the consent of the other Party.

5.2 Price Adjustment. The Purchase Price shall be adjusted by the following amounts:

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(f) Prorations. The Purchase Price shall be further adjusted by the net amount of prorations under Section 6.5 and as provided in Section 5.3(c)-(e) and Section 13.13.(b) below.

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ARTICLE 6 - ESCROW AND CLOSING

6.1 Opening Escrow; Location and Date for Closing. The closing of the Acquisition (the “Closing”) shall be completed through an escrow (the “Escrow”) at the offices of Sellers’ counsel, or such other location as the parties may mutually agree. Escrow Holder shall be present at the Closing to accept documents into escrow. This Agreement shall constitute joint escrow instructions to Escrow Holder in connection with the Escrow. The Closing shall occur on a date (the “Closing Date”) that is thirty (30) days following the Effective Date, unless extended pursuant to the terms of Section 6.2(c).

6.2 Sellers’ Deliveries Prior to Closing. Prior to the Closing Date, Sellers shall deliver to Escrow Holder, and Buyer may inspect, the following documents duly executed by Sellers (or by such other Person as may be indicated below) and acknowledged where appropriate:

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(a) Special warranty deeds covering each of the CLP Fee Properties, each in substantially the form of the applicable Seller’s vesting deed for such Property, subject to such variation as may be required to comply with Legal Requirements and with updated information from the Title Policies, but subject only to the Permitted Exceptions (collectively, the “Deeds”), signed by the applicable Seller and conveying the CLP Fee Properties to Buyer;

(b) Two (2) original counterparts of an assignment and assumption of the Ground Lease for each CLP Groundlease Property, each substantially in the form of Exhibit F and in proper form for recordation in the jurisdiction in which the applicable CLP Groundlease Property is located and subject only to the Permitted Exceptions (collectively, the “Ground Lease Assignments”), signed by the applicable Seller, conveying the leasehold, subleasehold or similar interest under such Ground Lease to Buyer, as provided in this Agreement;

(c) For each Ground Lease for which a Ground Lessor’s Consent is required either by the terms of the Ground Lease and/or by the Title Company as described on Exhibit B-1, one or more original documents constituting the Ground Lessor’s Consent, signed by the applicable Ground Lessor and, if required, by the Ground Lessor’s Lender, in form and substance reasonably satisfactory to Buyer, provided that any form that is substantially similar to the form provided to Sellers in connection with the applicable Seller’s acquisition of such Property (other than the Cowboys Golf Club) shall be deemed satisfactory to Buyer if also acceptable to the Title Company. If a Ground Lessor fails or refuses to provide a Ground Lessor’s Consent on or before the Closing Date, then the following provisions shall apply (which shall be exercised by written notice to Buyer as soon as practicable but in no event later than the then-scheduled Closing Date):

(i) If, as of the Closing Date, (a) the Ground Lessor’s Consent has been delivered for the Cowboys Golf Club and (b) otherwise four (4) or fewer Ground Lessor’s Consents have not been received (which for purposes of a CLP Groundlease Property requiring multiple consents shall be counted as one (1) consent) and the aggregate Allocated Purchase Price for the CLP Groundlease Properties for which Ground Lessor’s Consents have not been received is less than Twenty Five Million Dollars ($25,000,000), then the Acquisition shall occur on the originally scheduled Closing Date for all Properties other than those for which a Ground Lessor’s Consent is required but not obtained, in which case Buyer and Seller shall deliver all closing documents to the Escrow Agent and Buyer shall deliver the unadjusted Purchase Price to Escrow Agent (and the Deposit shall be applied to such Purchase Price), provided an amount equal to the Allocated Purchase Price for each such Property (for which a Ground Lessor Consent is required but not obtained) (each, a “Follow On Property”) and the closing documents for such Follow On Property shall remain in escrow for a period of up to one hundred twenty (120) days (the “Initial Extension”) to be released within three (3) Business Days of receipt of such Ground Lessor’s Consent (a “Follow On Closing”). If any Follow On Closing does not occur by the expiration of the Initial Extension, then the terms of Section 6.2(c)(iii) shall apply.

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(ii) If, as of the originally scheduled Closing Date, either (a) the Ground Lessor’s Consent for the Cowboys Golf Club has not been received, (b) otherwise more than four (4) Ground Lessor’s Consents have not been received (which for purposes of a CLP Groundlease Property requiring multiple consents shall be counted as one (1) consent), or (c) all but four (4) or fewer Ground Lessor’s Consents have been received, but the aggregate Allocated Purchase Price for the CLP Groundlease Properties for which Ground Lessor’s Consents have not been received equals or exceeds Twenty Five Million Dollars ($25,000,000), then, if the circumstances described in clause (b) or (c) are present (but not (a)), then Seller, in Seller’s sole discretion, shall have the option to either (1) postpone the Closing Date for a period of up to one hundred twenty (120) days (the “Initial Extension”) (Buyer not being obligated to place the Purchase Price in escrow) until all such Ground Lessor’s Consents have been executed and delivered by the Ground Lessors (subject to the terms of the last sentence of subparagraph (iv) below), or (2) cause the Acquisition to occur on the originally scheduled Closing Date for all Properties other than those for which a Ground Lessor’s Consent is required but not obtained, and all other Properties shall be treated as Follow On Properties such that the Allocated Purchase Price and all closing documents for all such Follow On Properties shall be delivered into escrow and otherwise held and disbursed in accordance with the terms of Section 6.2(c)(i) above. If the circumstances described in clause (a) are present (i.e, Ground Lessor’s Consent for the Cowboys Golf Club has not been received) as of the originally scheduled Closing Date, then the terms of clause (1) above shall apply.

(iii) If the Acquisition closed as of the originally scheduled Closing Date for all Properties other than the Follow On Properties, and if as of the expiration of the Initial Extension any Follow On Closing has not yet occurred because the Ground Lessor’s Consent has not been received for such Follow On Property, then the Escrow Holder shall return the escrowed Allocated Purchase Price for all such remaining Follow On Properties to Buyer, provided that the Sellers and Buyer shall continue to use good faith commercially reasonable efforts for an additional period of sixty (60) days (the “Second Extension”) to obtain such outstanding Ground Lessor’s Consents and cause the remaining Follow On Closings to occur (in which case Buyer shall re-deliver the Allocated Purchase Price for such Follow On Closing to Escrow Holder on or before the Follow On Closing).

(iv) If on the Closing Date, the original Closing Date was extended for all Properties pursuant to clause (1) of Section 6.2(c)(ii), and if, as of the expiration of the Initial Extension, either (a) the Ground Lessor’s Consent for the Cowboys Golf Club has not been received, (b) otherwise more than four (4) Ground Lessor’s Consents remain outstanding (which for purposes of a CLP Groundlease Property requiring multiple consents shall be counted as one (1) consent), or (c) all but four (4) or fewer Ground Lessor’s Consents have been received, but the aggregate Allocated Purchase Price for the CLP Groundlease Properties for which Ground Lessor’s Consents have not been received equals or exceeds Twenty Five Million Dollars ($25,000,000), then, if the circumstances

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described in clause (b) or (c) are present (but not (a)), then Seller shall have the option to either (1) postpone the Closing through the expiration of the Second Extension (Buyer not being obligated to place the Purchase Price in escrow), in which case Buyer and Sellers shall continue to use good faith commercially reasonable efforts to obtain all remaining Ground Lessor’s Consents, or (2) cause the Acquisition to occur on the expiration of the Initial Extension for all Properties other than those for which a Ground Lessor’s Consent is required but not obtained, and all other Properties shall be treated as Follow On Properties subject to the terms of Section 6.2(c)(i) above through the expiration of the Second Extension, except that Buyer shall not be required to deliver the Allocated Purchase Price for such Follow On Properties until the applicable Follow On Closing. If the circumstances described in clause (a) are present (i.e, Ground Lessor’s Consent for the Cowboys Golf Club has not been received) as of the expiration of the Initial Extension, then the terms of clause (1) above shall apply. If the original Closing Date for all Properties was extended pursuant to clause (1) of Section 6.2(c)(ii), and if none of the circumstances described in clause (a), (b) and (c) above are present as of the expiration of the Initial Extension, then the Acquisition shall occur on the expiration of the Initial Extension for all Properties other than those for which a Ground Lessor’s Consent is required but not obtained (if any), and all other Properties shall be treated as Follow On Properties subject to the terms of Section 6.2(c)(i) above through the expiration of the Second Extension, except that Buyer shall not be required to deliver the Allocated Purchase Price for such Follow On Properties until the applicable Follow On Closing.

(v) If, as of the expiration of the Second Extension, any Ground Lessor’s Consents have not been obtained, then this Agreement shall terminate with respect to all such remaining Follow On Properties, and Sellers and Buyer shall have no further obligations with respect to such Follow On Properties other than the Seller Surviving Obligations and the Buyer Surviving Obligations. If the Closing was postponed for all Properties through both the Initial Extension and the Second Extension pursuant to clause (1) of Section 6.2(c)(ii) and clause (1) of Section 6.2(c)(iv) above (whether or not the Ground Lessor’s Consent for the Cowboys Golf Club was delivered), then the Acquisition shall occur on the expiration of the Second Extension with respect to all Properties other than those for which a Ground Lessor’s Consent is required but not obtained, in which case the Purchase Price shall be reduced by the Allocated Purchase Price for all such Properties for which a Ground Lessor’s Consent has not been obtained, and this Agreement shall terminate with respect to such remaining Follow On Properties and Buyer and Sellers shall have no further obligations with respect to such remaining Follow On Properties other than the Buyer Surviving Obligations and the Seller Surviving Obligations.

(d) For each Ground Lease, an estoppel letter having substantially the content of Exhibit G executed and delivered by the applicable Ground Lessor identified on Exhibit B-1 (a “Ground Lease Estoppel”); provided, however, that if a Ground Lessor fails or refuses to provide a Ground Lease Estoppel or does not provide a Ground Lease Estoppel in the scope

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required by Buyer despite Seller’s exercise of commercially reasonable efforts to cause Ground Lessor to do so, Buyer shall accept an estoppel letter and certification from the applicable Seller as to any information contemplated by Exhibit G that is not contained in the Ground Lessor’s estoppel; provided further, however, Buyer shall not be required to accept such Seller estoppel for more than three (3) of the Ground Leases other than Stonecreek Golf Club and in such event, Buyer shall have the right to terminate this Agreement and this Agreement shall be of no further force or effect, the Deposit shall be returned to Buyer by the Escrow Holder, and the parties hereto shall have no further obligations to one another hereunder (except for the Seller Surviving Obligations and the Buyer Surviving Obligations); provided further, in the event the Closing is extended beyond the expiration of the Initial Extension for all Properties as set forth in Section 6.2(c), then Seller shall request an updated Ground Lease Estoppel for each Ground Lease Estoppel previously received more than one hundred twenty (120) days prior to the Closing from the applicable Ground Lessor, provided that receipt of any such updated Ground Lease Estoppel shall not be a condition to close provided that Seller provides the Buyer with an affidavit with respect to each such Ground Lease Estoppel certifying that the matters attested to in such Ground Lease Estoppel remain true and correct in all material respects as of the Closing Date;

(e) For each Lease, an estoppel letter having substantially the content of Exhibit H executed and delivered by the applicable Tenant (a “Tenant Lease Estoppel”); XXXXXXXXXX;

XXXXXXXXXX

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(f) Two (2) original counterparts of a Bill of Sale conveying the Personal Property related to each Property to Buyer, to be in substantially the form of Exhibit I and signed by the applicable Seller (collectively, the “Bills of Sale”);

(g) Two (2) original counterparts of a Goods and Inventory Bill of Sale conveying the Goods and Inventory owned by Sellers with respect to each CLP Managed Property to Buyer, to be in substantially the form of Exhibit J and signed by the applicable Seller (collectively, the “Goods and Inventory Bills of Sale”) and a quitclaim Goods and Inventory Bill of Sale conveying all of Seller’s right, title, and interest, if any, of other Goods and Inventory to Buyer, to be in substantially the same form as Exhibit K and signed by the applicable Seller (collectively, the “Quitclaim Bills of Sale”);

(h) Two (2) originals of an Assignment and Assumption of Contract Agreements with respect to each Property, each in substantially the form of Exhibit L (an

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“Assignment of Contracts”), signed by the appropriate Seller and conveying the Approved Contracts related to each CLP Managed Property to Buyer;

(i) Two (2) originals of an Assignment and Assumption of Membership Documents for each CLP Managed Property that is a Private Club, each in substantially the form of Exhibit M-1 (an “Assignment of Membership Documents”), signed by the appropriate Seller, under which all of such party’s rights and obligations under the Membership Documents are assigned to, and all of the rights and obligations thereunder first accruing from and after the Closing Date are assumed by, Buyer, and two (2) originals of a Partial Assignment and Assumption of Rights Against Trusts regarding Tatum Ranch Golf Club in substantially the form of Exhibit M-2, (the “Partial Assignment of Rights Against Trusts”) signed by CLP Southwest Golf as contemplated by Section 5.3(c);

(j) Two (2) originals of an Assignment and Assumption of Water Documents with respect to each Property to which Water Rights are associated (as indicated on Schedule 6.2(j)), each in substantially the form of Exhibit N (an “Assignment of Water Documents”), signed by the appropriate Seller and conveying the Water Rights to Buyer;

(k) Two (2) originals of an Assignment and Assumption of Lease Agreement for each CLP Leased Property, each in substantially the form of Exhibit O (an “Assignment of Lease”), signed by the appropriate Seller, under which all of such Seller’s rights and obligations under the Leases are assigned to, and all of the rights and obligations thereunder first accruing from and after the Closing Date (including any obligation to refund a security deposit to Tenant thereunder) are assumed by, Buyer;

(l) Two (2) originals of an Assignment and Assumption of Management Agreement for each CLP Managed Property, each in substantially the form of Exhibit P (an “Assignment of Management Agreement”), signed by the appropriate Seller, under which all of such Seller’s rights and obligations under the Management Agreement are assigned to, and all of the rights and obligations thereunder first accruing from and after the Closing Date are assumed by, Buyer (subject to Section 6.2(q) below);

(m) A non-foreign status affidavit from each of the Sellers in favor of Buyer in the form of Exhibit Q attached hereto;

(n) Written consents evidencing the capacity and authority of each Seller to enter into and perform its obligations under this Agreement, to consummate the Closing, and to enter into and deliver all Closing Documents to be executed and delivered by it, and authorizing certain individuals to enter into and deliver this Agreement and the Closing Documents on behalf such Seller, (ii) an incumbency certificate for those individuals signing this Agreement and the Closing Documents on behalf such Seller, (iii) a good standing certificate from the state of formation for each Seller, (iv) an authority to do business/foreign qualification certificate for each State where a Property is located, and (v) any other document reasonably required by the Escrow Agent;

(o) A Bringdown Certificate, duly executed by each Seller (which shall include Seller’s representation as to the balances set forth in Section 10.1(v) as of the Closing

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Date); provided, however, if such Bringdown Certificate contains any exceptions and such exceptions have a Material Adverse Effect, Buyer shall have the right to terminate this Agreement and this Agreement shall be of no further force or effect, the Deposit shall be returned to Buyer by the Escrow Holder, and the parties hereto shall have no further obligations to one another hereunder (except for the Seller Surviving Obligations and the Buyer Surviving Obligations);

(p) Intentionally Omitted.

(q) With respect to each Management Agreement, written notice to each Manager that such Management Agreement has been assigned to Buyer, XXXXXXXXXX

XXXXXXXXXX

XXXXXXXXXX

XXXXXXXXXX

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(r) A post-closing services agreement in the form of Exhibit R attached hereto executed by CNL Lifestyle Properties, Inc.;

(s) Any required state, county, and municipal transfer declarations, in such form as the Title Company may reasonably require;

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(t) An ALTA statement or other owner affidavit or indemnity in form reasonably required by the Title Company in order to issue the Title Policies required hereunder (i) without standard exceptions to title that are customarily removed on the basis of such affidavits and indemnities, and (ii) subject only to the Permitted Exceptions, provided, however, in no event shall Sellers be obligated to provide an affidavit of no change with respect to Seller’s existing surveys and express maps relating to the Properties;

(u) For each Management Agreement, an estoppel letter having substantially the content of Exhibit S-1 executed and delivered by the applicable Manager (a “Manager Estoppel”); XXXXXXXXXX

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(v) XXXXXXXXXX

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(w) XXXXXXXXXX

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(x) Any other documents, certificates or instruments reasonably necessary to consummate the transactions contemplated by this Agreement and reasonably requested by Buyer not later than five (5) Business Days prior to the Closing Date and a settlement/closing statement.

6.3 Buyer’s Deliveries Prior to Closing. Prior to the Closing Date, Buyer shall deliver to Escrow Holder, and Sellers may inspect, the following documents:

(a) Two (2) original counterparts of each of the Ground Lease Assignments duly executed by the Person to whom each applicable Ground Lease is to be assigned pursuant to Section 6.2(b), (c) or (d);

(b) Two (2) original counterparts of each Assignment of Lease, duly executed by Buyer;

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(c) Two (2) original counterparts of each Assignment of Management Agreement, duly executed by Buyer;

(d) Two (2) original counterparts of each of the Bills of Sale, duly executed by Buyer;

(e) Two (2) original counterparts of each of the Goods and Inventory Bills of Sale, duly executed by Buyer;

(f) Two (2) originals of each of the Assignments of Contracts, duly executed by Buyer;

(g) Two (2) originals of each of the Assignments of Membership Documents, duly executed by Buyer;

(h) Two (2) original counterparts of each of the Assignment of Water Documents, duly executed by the Buyer;

(i) Written consents evidencing the capacity and authority of Buyer to enter into and perform its obligations under this Agreement and to consummate the Closing, to enter into, and deliver all Closing Documents to be executed and delivered by Buyer, and authorizing certain individuals to enter into and deliver this Agreement and the Closing Documents on behalf of Buyer, (ii) an incumbency certificate for those individuals signing this Agreement and the Closing Documents on behalf of Buyer, (iii) a good standing certificate from the state of formation for Buyer, (iv) an authority to do business/foreign qualification certificate for each State where a Property is located, and (v) any other document reasonably required by the Escrow Agent;

(j) A Bringdown Certificate, duly executed by Buyer;

(k) A certificate meeting the requirements of Section 11.1(d), duly executed by each designee of Buyer taking title to a CNL Property;

(l) XXXXXXXXXX

(m) XXXXXXXXXX

(n) Any required state, county, and municipal transfer declarations to be signed by the grantee of real property, in such form as the Title Company may reasonably require; and

(o) Any other documents, certificates or instruments reasonably necessary to close the purchase and sale transaction contemplated by this Agreement and reasonably requested by Sellers not later than five (5) Business Days prior to the Closing Date and a settlement/closing statement.

6.4 Fees and Closing Costs. The fees and costs incidental to the Acquisition and/or the Closing shall be paid as follows:

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(a) Sellers shall pay: (i) the cost of releasing or reconveying any mortgage or deed of trust encumbering any Property; (ii) with respect to each Property, the basic premium or cost of obtaining each Title Policy (excluding endorsements), all real estate recordation charges or documentary, transfer, sales or recording fees or taxes, if any, payable in connection with recording the Deed or other instruments to be recorded in connection with the conveyance of such Property that are customary for the seller to pay in the state where the Property is located and in accordance with Schedule 6.4 attached hereto; (iii) one-half of the escrow fees and charges of Escrow Holder; (iv) the cost of obtaining any Ground Lessor’s Consents or the Ground Lease Estoppels from Ground Lessors under the Ground Leases, and the Tenant Lease Estoppels and Manager Estoppels described in Sections 6.2(e) and (u) above, and (v) any sales tax in connection with the transfer to Buyer of the Personal Property and Goods and Inventory (provided that Buyer shall take such actions as Sellers may reasonably request to avoid or minimize any such sales tax, including obtaining and providing to Sellers a resale certificate).

(b) Buyer shall pay (i) all costs related to Buyer’s due diligence, including the costs of updating existing, or preparing new, environmental assessment reports, property condition reports or property surveys; (ii) with respect to each Property, the basic premium or cost of obtaining each Title Policy (excluding endorsements), all real estate recordation charges or documentary, transfer, sales or recording fees or taxes, if any, payable in connection with recording the Deed or other instruments to be recorded in connection with the conveyance of such Property that are customary for the purchaser to pay in the state where the Property is located and in accordance with Schedule 6.4 attached hereto; (iii) the cost of obtaining any endorsements requested by Buyer for each Title Policy; (iv) the cost of any consents or estoppels contemplated to be obtained by Sellers (other than those set forth in Section 6.4(a)(iv) above); and (v) the buyout payments for any Leased Equipment that Buyer elects to purchase pursuant to Section 3.7(a)(i). For purposes of clarity, the parties agree that Schedule 6.4 attached hereto sets forth the customary allocation of the charges referenced in Section 6.4(a)(ii) and Section 6.4(b)(ii).

(c) Buyer and Seller shall each pay their own legal fees and other incidental expenses incurred in connection with the transactions contemplated by this Agreement.

(d) All closing costs not otherwise specified in this Section 6.4 shall be paid by Buyer or Sellers in the manner customary in the state in which the Property is located.

The parties agree to cooperate reasonably with each other to minimize the real estate recordation charges or documentary, transfer or recording fees or taxes payable pursuant to Sections 6.4(a) and 6.4(b).

6.5 Prorations. At the Closing, prorations between the applicable Seller, on the one hand, and Buyer, on the other hand, shall be made for each Property as follows:

(a) All general ad valorem taxes, special assessments and other taxes or charges of a similar nature imposed by any Governmental Authority against a CLP Managed Property, or by any applicable property owners association, utility district or any other body (collectively, the “Impositions”) against the CLP Managed Properties for all prior years and all current year Impositions that are due and payable on or before the Closing Date, together with all

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payroll taxes, sales taxes, license taxes, liquor taxes and use taxes that are due and payable with respect to the CLP Managed Properties on or before the Closing Date, shall have been paid by the applicable Seller on or before the Closing Date, subject to proration as follows: Buyer shall be responsible for the payment to each applicable Seller of the amount of Impositions that relate to the period on and after the Closing Date (and the Sellers shall be responsible for the payment of such Impositions relating to the period prior to the Closing Date). To the extent that Impositions for CLP Managed Properties for the current year have accrued but are not yet due and payable, such amounts shall be paid by Buyer following the Closing Date, and Buyer shall receive a credit against the Purchase Price for the amount thereof that is attributable to the period prior to Closing, such pro ration to be based on the most recent available information, as adjusted by any known changes relating to the period during which the Closing occurs, and shall be subject to true-up pursuant to Section 6.5(l). Sellers and Buyer acknowledge that with respect to each CLP Leased Property, the Tenant under the Lease for such CLP Leased Property is responsible to pay all Impositions with respect to such CLP Leased Property, and therefore shall not be subject to proration under this Section 6.5.

(b) All charges for gas, electricity, water, telephone, sewer and other utilities for the CLP Managed Properties shall be prorated on the basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. Sellers shall receive a credit for, and shall assign to Buyer, all deposits made by Sellers at the CLP Managed Properties for any utility services; Sellers shall request that the companies and municipalities furnishing utility services to the CLP Managed Properties make termination readings on the morning of the Closing Date, or on a date as soon thereafter as practicable, and submit final statements for utility services, which shall be reconciled pursuant to the Statement of Adjustments. Sellers and Buyer acknowledge that with respect to each CLP Leased Property, the Tenant under the Lease for such CLP Leased Property is responsible to pay all such utility charges with respect to such CLP Leased Property, and therefore shall not be subject to proration under this Section 6.5.

(c) With respect to the CLP Managed Properties, all membership dues for the month in which the Closing occurs or for any subsequent period after Closing, all items of expense under Approved Contracts, and all membership fees, charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other income items that have accrued to the accounts of members or customers of the CLP Managed Properties but that have not been invoiced as of the Closing Date, shall be prorated as of the Closing Date.

(d) All prepaid membership dues, fees or charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other charges collected by Seller or the Manager with respect to the CLP Managed Properties shall be prorated as of the Closing Date.

(e) Buyer shall receive a credit in the amount of all deposits received by Sellers or Manager for Bookings to take place after the Closing with respect to the CLP Managed Properties (and shall assume all liability arising after Closing with respect thereto).

(f) Buyer shall receive a credit for all gift certificates, rain checks, or other instruments redeemable for goods or services at the CLP Managed Properties and sold or issued

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on or after the date that is twelve (12) months prior to the Closing Date, to the extent they have neither been redeemed nor expired as of the Closing Date.

(g) Buyer shall receive a credit for any cash security deposit held by Sellers pursuant to any of the Leases, to the extent such security deposit or any portion thereof has not been retained by Sellers prior to the Closing Date pursuant to the terms of the applicable Lease, and Buyer shall thereafter be responsible for the return of such deposit in accordance with the applicable lease; Seller shall receive a credit for any cash security deposit held by Ground Lessors pursuant to any of the Ground Leases, to the extent such security deposit or any portion thereof has not been retained by the Ground Lessors prior to the Closing Date pursuant to the terms of the applicable Ground Lease.

(h) All other items of income or expense with respect to the CLP Managed Properties shall be prorated as of the Closing Date, with all such items of income and expense that relate to the Closing Date and the period after the Closing Date being credited and/or charged, as applicable, to the Buyer’s account. Without limiting the generality of the preceding sentence, (i) income received by Sellers and accounts receivable that represent billings for goods and services to be rendered on or after the Closing Date shall be for the account of Buyers, (ii) pre-paid expenses which relate to goods or services to be provided to the CLP Managed Properties in the ordinary course of business on or after the Closing Date shall be borne by Buyers, and (iii) refunds, to the extent relating to the period prior to the Closing, shall be for the account of the applicable Seller.

(i) Buyer and Seller acknowledge and agree that the balance of all tax and insurance escrow accounts described in the Leases and Management Agreements and held by Seller (the “Escrow Accounts”) and the balance of all Prepaid Annual Membership Dues (as defined in the Leases and/or Management Agreements) held by Seller shall be transferred and assigned by Seller to Buyer at the Closing (or alternatively, Buyer shall receive a credit to/reduction of the Purchase Price in the amount of such Escrow Accounts and Prepaid Annual Membership Dues) and Buyer shall thereafter be responsible for same in accordance with the applicable Lease or Management Agreement.

(j) Buyer and Seller acknowledge and agree that the balance of all cap ex reserve accounts at the Properties (the “Reserves”) are set forth on Schedule 10.1(v)(A) as of the date of such report. Buyer shall receive a credit against the Purchase Price in the amount of the balance of such Reserves in place on the day prior to the Closing Date (which amount includes an uncommitted contingency component which is being credited against the Seller’s obligation to credit Buyer an amount equal to the Arrowhead Tap Fee pursuant to Section 5.2(c)), and Buyer shall thereafter be responsible for same in accordance with the applicable Lease or Management Agreement, including the obligation to establish new reserve accounts as may be required. Seller shall retain ownership of the Reserve accounts which are not included in the Property. Prior to Closing, deposits into and withdrawals from the Reserves shall be made in the ordinary course of business in accordance with the terms of the applicable Lease or Management Agreement.

(k) XXXXXXXXXX

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XXXXXXXXXX

XXXXXXXXXX

XXXXXXXXXX

(l) Prorations shall be calculated on the basis of the best information available at Closing. The amount of all prorations shall be subject to adjustment in cash after Closing outside of Escrow, as and when more complete and accurate information becomes available. Sellers and Buyer agree to cooperate and use their best efforts to make such adjustments not later than ninety (90) days after the Closing Date (which cooperation may include permitting reasonable inspections of the other parties’ books and records).

ARTICLE 7 - TITLE

7.1 Title Commitments. Buyer hereby acknowledges that Buyer has received from the Title Company a commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each of the Properties, along with legible copies of all documents referenced in said title commitment (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”) insuring title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretion, to elect, upon written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a return of the Deposit or (ii) to take such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form

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and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related to Water Rights to the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt of any such estoppels shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closing.

7.2 Title Insurance. Sellers shall be responsible for the delivery of certified organizational documents, certificates of incumbency and appropriate resolutions, the delivery of customary gap and non-foreign person affidavits, and other matters customarily required to be delivered by a Sellers of property to evidence the lien-free conveyance thereof as may be reasonably required by the Escrow Holder.

ARTICLE 8 - DELIVERY OF DOCUMENTS BY SELLER

8.1 Due Diligence Materials.

(a) Sellers represent and warrant that the Sellers have, subject to Section 8.1(b), provided Buyer and its respective agents, representatives, lenders, investors, principals and affiliates (collectively the “Due Diligence Parties”) with access to the Data Room, which contains all documents and information in the Sellers’ possession and control relating to the Properties as of the Effective Date (collectively “Due Diligence Materials”). The Due Diligence Materials included, to the extent available, current title policies, most recent surveys, copies of environmental reports, appraisals, and other reports concerning the Properties in Sellers’ possession or control, currently effective Licenses and Permits for each CLP Managed Property, financial statements for the Properties relating to the period during which Sellers or their affiliates owned such Properties (but dating back not more than three (3) years), information in Sellers possession or control regarding the membership at Properties that are Private Clubs, litigation files relating to pending litigation that materially affects the ownership or ongoing operations of any Property, employee files, to the extent Sellers are legally permitted to transfer such files, and other information reasonably requested by Buyer.

(b) Notwithstanding anything in this Section 8.1 to the contrary, it shall not be a breach of the representations and warranties made by Sellers in this Section 8.1 if any of the Due Diligence Materials and other materials referred to above or referred to in any of the Schedules attached hereto are incomplete in any respect that would not have a Material Adverse Effect on the Acquisition or the ownership, use, operation or maintenance of the Properties, individually or in the aggregate.

8.2 Additional Materials. Seller shall continue to provide Buyer access to the Data Room through the Closing Date or termination of this Agreement and, after notice to Buyer after the Effective Date, Seller shall continue to update the Data Room and provide to Buyer the additional Due Diligence Materials reasonably requested by Buyer in writing that are in Seller’s possession or control.

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ARTICLE 9 - ACCESS; APPROVED CONTRACTS AND LIQUOR LICENSES

9.1 Access to Property; Inspections. From the Effective Date and continuing through the Closing Date, Buyer, and their respective agents and representatives, shall be entitled to enter onto each Property, to assess the ongoing operations and physical condition thereof in accordance with the terms of that certain Site Access Agreement and Escrow Agreement by and between Sellers and Buyer dated as of April 4, 2014, (the “Site Access Agreement”). Except as provided below, the terms and provisions of the Site Access Agreement are incorporated herein by reference, including without limitation all obligations of Buyer to indemnify Sellers set forth therein, which obligations shall survive the termination of this Agreement; provided, however, (i) Seller’s right to terminate Buyer’s access to the Properties as set forth in the Site Access Agreement is null and void and of no further force or effect, and (ii) in the event of any conflict between the terms and provisions of this Agreement and those of the Site Access Agreement, the terms and provisions of this Agreement shall control.

9.2 Due Diligence Complete; Additional Testing. Prior to executing this Agreement, Buyer satisfied itself as to (i) the legal description of the Land, (ii) the title insurance coverage offered by the Title Commitments, (iii) the nature and extent of all exceptions to title referred to in the Title Commitments (except as reflected on Schedule 7.1 hereto), (iv) the Due Diligence Materials, including the terms and conditions of all Approved Contracts, Leases and Membership Documents, (v) the physical and environmental condition of each Property (except as hereinafter described); (vi) the sufficiency of water to serve the needs of each Property, (vii) the quality and nature of the operations of the Properties and (viii) all other aspects of each Property to be acquired; provided, however, the foregoing acknowledgement shall not waive or release any of Sellers express representations and warranties in this Agreement or estop Buyer’s reliance thereon. Notwithstanding the immediately preceding sentence, the Buyer shall have a limited right to terminate this Agreement and receive a return of the Deposit by delivering written notice of such election to Sellers on or before 5 p.m. eastern time on June 15, 2014 (the “Environmental Testing Period”), subject to the following terms and conditions set forth in this Section 9.2. Seller hereby consents to Buyer conducting additional environmental testing of (and only of) the following Property, including soil sampling, UST testing and other tests normally included in a Phase II environmental site assessment (the “Additional Testing”), subject to Sellers’ option (but not obligation) to have a representative of Seller being present and permitted to take parallel samples in connection with such Additional Testing: Bear Creek Golf Club (the “Additional Testing Property”). Buyer shall have the right to terminate this Agreement and receive a return of the Deposit prior to the expiration of the Environmental Testing Period only if all of the following occur: (1) any such Additional Testing reveals circumstances or conditions at the Additional Testing Property that violate Environmental Laws, which circumstances or conditions were not otherwise revealed in the Due Diligence Materials (an “Environmental Condition”), (2) the cost to remediate any such Environmental Condition or all such Environmental Conditions (and/or to execute an operations and maintenance plan with respect to such Environmental Condition(s) over a period not to exceed five (5) years) is reasonably estimated to exceed $500,000.00 in the aggregate, and (3) Buyer delivers notice of its election to terminate, together with written documentation that the circumstances described in clause (1) and (2) above are present, prior to the expiration of the Environmental Testing Period (the “Environmental Termination Notice”). Buyer shall provide Sellers with copies of all results, reports and material correspondence generated by the Additional Testing. If, within five (5)

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Business Days after Sellers’ receipt of the Environmental Termination Notice, Sellers do not deliver written notice to Buyer that Sellers contest the existence of the circumstances described in clause (1) and (2) above (or that the Environmental Termination Notice was properly delivered prior to the expiration of the Environmental Testing Period) or that Sellers agree to cure all such matters prior to the Closing Date, then this Agreement shall terminate and be of no further force or effect, the Deposit shall be returned to Buyer by the Escrow Holder, and the parties hereto shall have no further obligations to one another hereunder (except for the Seller Surviving Obligations and the Buyer Surviving Obligations).

9.3 Assumption of Approved Contracts. All Contracts held in Seller’s name in effect on the Effective Date are “Approved Contracts.” The Approved Contracts shall include all Membership Documents held in Seller’s name relating to memberships sold prior to the Closing, all contracts held in Seller’s name for Bookings scheduled to take place after the Closing, and all Contracts (including Membership Documents) entered into by Seller in compliance with Section 13.2. As of the Closing Date, Buyer shall assume all of Seller’s obligations under the Approved Contracts first accruing from and after the Closing Date. Buyer and Sellers acknowledge that the assignment of the Cowboys License Agreement and the Raven License Agreement shall require the written consent of the respective licensors thereunder, and that the assignment of the Arrowhead Water Agreement to Buyer shall require the prior written consent of the Roxborough Water and Sanitation District (as successor to Mount Carbon Metropolitan District, the “District”); each of Sellers and Buyer shall use diligent, good faith and commercially reasonable efforts to obtain such consents (and related estoppels) prior to the Closing Date.

9.4 Liquor Licenses.

(a) Current Alcoholic Beverage Licenses. Attached hereto as Schedule 9.4(a) is a list of the alcoholic beverage licenses, private alcohol club permits and other Governmental Approvals relating to the sale or service of alcoholic beverages at the Properties in the name of one or more Sellers. Buyer acknowledges that, if Buyer wishes to sell or serve alcoholic beverages at such Properties, they will need to obtain a transfer or replacement of such Governmental Approvals and otherwise comply with all Legal Requirements and requirements relating to the sale or service of alcoholic beverages at the Properties. From and after the Effective Date, Seller shall: (i) use commercially reasonable efforts to cooperate with Buyer in Buyer’s efforts to obtain its own liquor license (or a transfer of Seller’s liquor license) to serve alcoholic beverages at the Properties, and (ii) at Seller’s sole cost and expense: (a) pay all amounts payable to suppliers of alcoholic beverages for the purchases made by Seller prior to the Closing, (b) promptly file all necessary returns and pay all taxes due any governmental agency or department, including, without limitation, sales and meals taxes, (c) bring current any expired liquor licenses and/or correct any violations known to Seller, and (d) not take any action which will invalidate, suspend or terminate the liquor license until such time that Buyer obtains a permanent liquor license for the Properties. Seller shall be responsible and liable for, with respect to the CLP Managed Properties only, all applicable sales taxes, social security taxes, withholding taxes, unemployment compensation tax and workers’ compensation tax accruing or otherwise payable prior to the Closing Date.

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(b) New Alcoholic Beverage Licenses. Sellers do not guarantee the transfer or re-issuance to Buyer of any licenses or permits necessary to serve alcoholic beverages at any of the Properties. If Buyer desires to obtain new alcoholic beverages licenses permitting them to serve alcoholic beverage at any Property, then Buyer, as applicable, shall, at their sole cost, risk and expense (i) use reasonable efforts to obtain all Governmental Approvals necessary to obtain such new alcoholic beverage licenses as soon as reasonably practicable, but in any event not sooner than the Closing Date, and (ii) follow all legal procedures and processes necessary or advisable for them to obtain the new alcoholic beverage licenses.

(c) Failure of Liquor Approvals has no Effect on Agreement. Buyer acknowledges and agrees that the Purchase Price shall not be reduced, and Buyer shall not otherwise be entitled to any compensation, in the event any or all new alcoholic beverage licenses are not obtained by Buyer with respect to any Property and/or in the event Buyer is not legally entitled to assume operation under any private alcohol club permit. Buyer’s purchase of any Property is not contingent upon Buyer’s obtaining any new alcoholic beverage licenses, or Buyer’s obtaining the right to assume operations under any private alcohol club permits. Buyer shall not have the right to terminate this Agreement, in full or with respect to any Property, because of a failure, delay or uncertainty in obtaining any such licenses or permits or any such right to assume operations under any such private alcohol club permits. Buyer expressly waives any right of rescission which might otherwise exist if Buyer is unable to obtain any or all alcoholic beverage licenses and/or the right to assume operations under any private alcohol club permits.

(d) Interim Management Agreement. Without limiting or otherwise affecting the provisions of Section 9.4(d), if Buyer has not obtained new liquor licenses with respect to one or more of the Properties by the Closing Date, and if permitted under applicable law, then, so long as Buyer notifies the applicable Seller in writing at least seven (7) Business Days before the Closing Date that Buyer elects to enter into the same with the applicable Seller, the Seller, on the one hand, and Buyer, on the other hand, shall execute and deliver, at the Closing, an interim management agreement or beverage service agreement (each, an “Interim Management Agreement”) with respect to the applicable Properties in form and content reasonably acceptable to such Persons to allow Buyer, as applicable, to operate the alcoholic beverage operations at the applicable Properties utilizing the same liquor licenses which the applicable Seller currently utilizes. The term of the Interim Management Agreement shall be from the Closing Date through the earlier of the date which is one hundred eighty (180) days thereafter, or the date Buyer obtains its own liquor license for the applicable Properties. Under the Interim Management Agreement, among other things, (i) Buyer shall name the Seller, as applicable, as an additional insured on Buyer’s commercial general liability insurance policy (which policy must contain a liquor service endorsement); (ii) the parties shall use reasonable efforts to maintain in full force and effect, and if necessary renew, each applicable liquor license during the term of the Interim Management Agreement; and (iii) Buyer shall protect, defend, indemnify and hold harmless the Seller from and against any and all Claims arising out of or in connection with the alcoholic beverage operations at the Properties first accruing from and after the Closing Date, except to the extent such Claims result from the gross negligence, bad faith, willful misconduct or fraud of the applicable Seller. Buyer shall bear all costs of preparing, executing and performing under each Interim Management Agreement, including, payment of all costs incurred by Sellers in performing

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thereunder. No Seller shall have any liability for failure to agree to the terms of an Interim Management Agreement.

ARTICLE 10 - REPRESENTATIONS AND WARRANTIES OF SELLER; SURVIVAL

10.1 Representations and Warranties of Seller. The Sellers make the following representations and warranties to Buyer:

(a) Capacity. Each Seller represents and warrants that it is a limited liability company (or, in the case of CLP Grapevine, a limited partnership) organized, validly existing and in good standing under the laws of the State of Delaware (or, with respect to CLP Grapevine, the State of Texas) and is qualified to do business in each State where the ownership of its assets or the conduct of its business makes such qualification necessary. Each Seller represents and warrants that it has the requisite right, power, legal capacity, and authority to enter into this Agreement and the Seller Conveyance Documents and to fully perform each and all of its respective obligations under this Agreement and the Seller Conveyance Documents.

(b) Due Authorization. Each Seller represents and warrants that this Agreement and the Seller Conveyance Documents will, at the time such delivery is made, be duly authorized, executed and delivered by the Seller making delivery of same, and will be the legal, valid and binding obligations of such Seller enforceable against such Seller accordance with its terms, and will not violate any provisions of any agreement to which such Seller is a party or to which such Seller is subject.

(c) Seller Not a “Foreign Person”. Each Seller represents and warrants that it is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.

(d) Title to Properties, Personal Property and Goods and Inventory. Each Seller represents and warrants that it is the sole legal and beneficial owner of the Properties (and ground lessee’s leasehold interest in the CLP Groundlease Properties) and the Personal Property and it has and shall convey to Buyer at Closing good title to the Properties and the Personal Property owned by such Seller free and clear of all liens, claims, security interests, leases, restrictions, and encumbrances of any nature, except for the Permitted Exceptions. Seller has not entered into any other contract or agreement of sale of any kind with respect to any of the Properties with a party other than Buyer which is presently effective. Except as may be set forth in a Ground Lease or exception listed on a Title Commitment, to Seller’s knowledge, there are no options to purchase or rights of refusal or first offer which are effective (including any rights held by the members of any Private Club) with respect to all or any portion of the Properties. Each Seller that owns a CLP Managed Property represents and warrants that it is the sole legal and beneficial owner of the Goods and Inventory with respect to such CLP Managed Property and has and shall convey to Buyer at Closing good title to the Goods and Inventory owned by such Seller free and clear of all liens, claims, security interests, leases, restrictions, and encumbrances of any nature, except for the Permitted Exceptions.

(e) Contracts and Equipment Leases. Sellers represent and warrant that, to their knowledge: (i) all Contracts and Equipment Leases heretofore delivered to Buyer as posted

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to the Data Room are in all material respects true, complete and correct copies of such Contracts and Equipment Leases, respectively, (ii) there are no outstanding contracts, commitments, leases, or agreements of any material nature to which the Properties or the Property is or may become subject, except the Contracts and Equipment Leases, respectively, (iii) Sellers have received no notice from any party regarding any alleged default, which would be material and which has not been previously cured or resolved, and (iv) to their knowledge, there are no amendments or any other agreements concerning the Contracts or Equipment Leases that are not included in the Contracts and Equipment Leases, respectively.

(f) Management Contracts. Sellers represent and warrant that, to their knowledge: (i) all Management Contracts listed on Schedule 10.1(f) and heretofore delivered to Buyer are in all material respects true, complete and correct copies of such Management Contracts, (ii) there are no outstanding contracts or agreements relating to the operation of any of the CLP Managed Properties to which any such CLP Managed Property is or may become subject, except the Management Agreements, (iii) Sellers have received no notice from any party regarding any alleged default under any management Contract, which would be material and which has not been previously cured or resolved, and (iv) to their knowledge, there are no amendments or any other agreements concerning the Management Contracts that are not included in the Management Contracts.

(g) Leases. Sellers represent and warrant that, to their knowledge: (i) all Leases listed on Schedule 10.1(g) and heretofore delivered to Buyer are true, complete and correct copies of such Leases, (ii) there are no outstanding leases or agreements relating to the operation of the CLP Leased Properties to which any such CLP Leased Property is or may become subject, except the Leases (or any sub-leases or concession agreements that may have been executed by a Tenant), (iii) Sellers have received no notice from any party regarding any alleged default, which would be material and which has not been previously cured or resolved, and (iv) to their knowledge, there are no amendments or any other agreements concerning the Leases that are not included in the Leases.

(h) Ground Leases. The Ground Leases provided to Buyer by Seller are true, correct and complete copies of the Ground Leases between the Ground Lessors and Seller, as tenant, including, to Seller’s knowledge, any and all amendments, renewals and extensions thereof, and there are no other agreements or arrangements other than the Ground Leases between the Ground Lessors and Seller with respect to the leasing of the CLP Groundlease Properties, which would be binding on Buyer or the CLP Groundlease Properties subsequent to Closing. To Seller’s knowledge, the Ground Leases are in full force and effect. To Seller’s knowledge, the Ground Lessors are not in default of any of their obligations with respect to the Ground Leases. Seller has not given or received any written notice of default under the Ground Leases which such default remains uncured. All rent and other amounts due and payable under the Ground Leases have been paid current.

(i) Compliance with Legal Requirements. Except as set forth on Schedule 10.1(i), to the knowledge of Sellers there are no pending governmental proceedings to alter or restrict the zoning or the permitted uses applicable to the Property. To Sellers’ knowledge, Sellers have not received any notice, written or otherwise, from any Governmental Authority requiring the correction of any condition with respect to the Land, the Improvements or the

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Tangible Personal Property which might be in violation of any Legal Requirement and there exists no condition with respect to the Land, the Improvements or the Tangible Personal Property that is in violation of a Legal Requirement. To Seller’s knowledge, Sellers have not received any notice, written or otherwise, from any homeowner’s association or similar body alleging violations by any Property of any applicable recorded covenants, conditions or restrictions. Sellers represent and warrant that, to their knowledge, all Licenses and Permits heretofore posted to the Data Room or delivered to Buyer are in all material respects true, complete and correct copies of such Licenses and Permits. To Seller’s knowledge, Seller has received no written notice alleging any material violation or non-compliance with any Licenses and Permits.

(j) Litigation. Except as set forth on Schedule 10.1(j), to Seller’s knowledge there are no pending lawsuits or proceedings involving any Property or any Seller’s rights in, to or under the Property that affects the ownership or ongoing operations of any Property. To Sellers’ knowledge, except as set forth on Schedule 10.1 (j) there are no existing, pending or threatened actions, suits, litigation, claims, proceedings, or governmental investigations with respect to any aspect of the Property or the Properties or affecting Sellers’ right to enter into or perform this Agreement.

(k) Employees. Seller has no employees at the Properties. Seller does not have a non-qualified retirement plan, qualified retirement plan, or deferred compensation plan for any employee at the Properties, and, accordingly, there are no past service liabilities or funding requirements due any employee of Seller under any retirement plan, deferred compensation plan, or similar plan.

(l) Due Diligence Materials. All of the Due Diligence Materials provided to Buyer pursuant to the terms of this Agreement, as of the date hereof and as of the Closing, include all such materials in Sellers’ possession or control in all material respects.

(m) Absence of Condemnation Proceedings. Except as set forth on Schedule 10.1(m), to Seller’s knowledge Sellers have received no written notice of any pending or threatened eminent domain or condemnation proceeding affecting any Property or any portion thereof, and to the knowledge of Sellers, there is no pending or eminent domain or condemnation proceeding affecting any Property or any portion thereof.

(n) This Agreement Not in Conflict. To the knowledge of Sellers, subject to the obtaining of the Ground Lessor Consents or any third party consents required to assign the Contracts, License and Permits or Equipment Leases, (i) neither this Agreement nor the consummation of the transactions contemplated by this Agreement will result in a breach of or constitute a default under any other agreement, commitment or obligation to which any Seller or any of the Property is bound, and (ii) no order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement by Seller or the taking by Seller of any action contemplated by this Agreement.

(o) Solvency. No Seller has: (a) filed any voluntary petition in bankruptcy (liquidation or reorganization) or suffered the filing of any involuntary petition by its creditors;

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(b) made a general assignment for the benefit of creditors; (c) suffered the appointment of a receiver or trustee to take possession of all or substantially all of its assets; or (d) suffered the attachment or other judicial seizure of all or substantially all of its assets.

(p) Financial Statements. The financial statements posted by Sellers to the Data Room (as of the Effective Date) to Sellers’ knowledge: (i) are true, correct and complete in all material respects, and (ii) do present fairly the financial results of the Properties for the periods to which they pertain. To Seller’s knowledge, there has been no material adverse change in the financial condition of any Property since the most recent period covered by such financial statements.

(q) Names, Trademarks, Logos. Except as reflected on Schedule 10.1(q), Sellers do not have knowledge of any restrictions or rights of third parties that would prevent Sellers from effectively assigning the names, trademarks and logos used in the operation of the Properties to Buyer at Closing nor have Sellers received any notice or allegation that the use of such names, trademarks, and logos by Sellers in the operation of the Properties as and where now conducted violates or infringes the rights of any other person or entity.

(r) Properties Memberships. Except as disclosed in the Membership Documents or on Schedule 10.1(r) attached hereto, and except for concessions or waivers of monthly dues, fees or other rules or obligations that may be granted to individual members as a matter of member relations (which, singly or in the aggregate, would not be material), with respect to all CLP Managed Properties to Sellers’ knowledge there are no generally applicable covenants, restrictions, or agreements (including any rule, regulation, or bylaw relating to membership) made by Sellers with respect to the Properties concerning (i) the total allowable number of Members or classes of membership in the Properties, (ii) qualifications or approval required for new Members, (iii) the amount or refundability of initiation fees, deposits, course fees, or other fees to be charged to the membership generally for their usage of the Land and the Improvements, (iv) refund rights or other rights of members of the Properties, or (v) rights of members to acquire any portion of the Properties, including, without limitation, any rights of first offer, rights of first refusal or options to purchase. The membership list attached as Schedule 10.1(r) is, to Sellers knowledge, a true and correct listing, with respect to each CLP Managed Property that is a Private Club, of (1) all members in such Private Clubs as of the date of such report and (2) each member’s membership classification.

(s) Environmental Laws. To Sellers’ knowledge, except as disclosed in any environmental reports provided to Buyer in the Date Room or obtained by Buyer, Sellers have not received, and Sellers do not have knowledge that any previous owner or occupant of the Land received any written citation, directive, demand, pleading, complaint, claim, information inquiry, notice of potential responsibility, notice of violation, order, notice of investigation, or other written communication, from any governmental authority, or any person or entity, regarding (i) the existence of any Hazardous Material (including friable asbestos) in, on, under, or migrating from, the Land in violation of Environmental Laws or (ii) the actual liability or responsibility of Sellers under any Environmental Law. To the Sellers’ knowledge, no Hazardous Materials have been located upon, stored, handled, installed or disposed in, on or about any Property in amounts or quantities in violation of Environmental Laws or which would be required to be remediated under any Environmental Laws. Notwithstanding any other

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provision of this agreement, this Section 10.1(s) constitutes Sellers’ sole and exclusive representation and warranty with respect to Environmental Laws, Hazardous Materials, asbestos or other environmental matters.

(t) Utilities. To Sellers’ knowledge, no fact or condition exists that could reasonably be expected to result in the termination or impairment in the furnishing of utility services to the Properties, including water, solid waste and sewage disposal, telephone, gas, and electricity. To Sellers’ knowledge, such facilities and services available as of the Effective Date are adequate for the use and operation of the Properties as currently conducted.

(u) Bookings. The Sellers that own CLP Managed Properties represent and warrant that the list attached as Schedule 10.1(u) is, as of the date stated therein, a true and correct list in all material respects of Bookings to take place after the Closing and of the deposits received with respect to such Bookings.

(v) Balances. (A) The list of Reserves, Escrow Accounts and Prepaid Annual Dues attached hereto as Schedule 10.1(v)(A) is a true, correct and complete list of the Reserves, Escrow Accounts and Prepaid Annual Membership Dues as of the date of such list; (B) the list of Seller Receivables balances attached hereto as Schedule 10.1(v)(B) is a true, correct and complete list of the Seller Receivables balances as of the date of such list; (C) the list of Valencia/Weston Notes balances attached hereto as Schedule 5.2(b) is a true, correct and complete list of the Valencia/Weston Notes balances as of the date of such list; (D) the list of security deposit balances under the Leases attached hereto as Schedule 10.1(v)(D) is a true, correct and complete list of such security deposit balances as of the date of such list; and (E) the list of security deposit balances under the Ground Leases attached hereto as Schedule 10.1(v)(E) is a true, correct and complete list of such security deposit balances as of the date of such list.

(w) XXXXXXXXXX

XXXXXXXXXX

XXXXXXXXXX

10.2 Knowledge of Sellers. The term “knowledge of Sellers” or any similar phrase as used in this Agreement shall be limited to the actual, and not constructive, knowledge of Mike Tetrick, Gary Rosmarin and Tracey Bracco, without imposing any duty of investigation or inquiry or personal liability upon any such individuals.

10.3 Warranties Survive Closing. The representations and warranties made in this Agreement by any Seller shall not merge into any instrument of conveyance delivered at the Closing; provided, however, that no Claim by Buyer for breach of any representation or warranty made in this Agreement may be prosecuted by Buyer unless (a) Buyer has on or before the expiration of the Survival Period (or, with respect to Known Matters, prior to the Closing), delivered a notice to Sellers (i) setting forth in reasonable detail the facts upon which the Claim is based, (ii) containing a specific statement of the representations or warranties which Buyer, claims to have been inaccurate, and (iii) containing a statement of the amount of damages claimed; (b) Buyer has, on or before the expiration of the Survival Period, commenced suit in a

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court of appropriate jurisdiction for breach of such representation and warranty, and (c) such claim is permitted under the terms of Section 10.4 below.

10.4 Limitation on Claims. Notwithstanding any provision of this Agreement to the contrary, no Seller shall have any liability to Buyer or any of their Affiliates, with respect to any Claims based on Known Matters of which Buyer has actual knowledge or notice prior to the Effective Date. If Buyer first obtains information providing notice or actual knowledge of Known Matters after the Effective Date but prior to the Closing, and with knowledge or notice of same, nevertheless consummates the transaction contemplated by this Agreement, Buyer agrees that Sellers shall have no liability to Buyer or any of its Affiliates with respect to any Claims relating to such Known Matters unless, prior to consummation of the Closing, such party delivers written notice to Sellers (i) setting forth in reasonable detail the Known Matters upon which the Claim is based, (ii) containing a statement of the representations or warranties which Buyer claims to have been inaccurate, and (iii) containing a statement of the amount of damages for which Buyer believes Sellers are liable because of such Known Matters (which estimate shall not be binding on Sellers). In any event, if Buyer discovers a breach of any such representations or warranties of Sellers, whether prior to or following the Closing, the Sellers shall not be liable, individually or collectively, in connection therewith, unless and until (in addition to the other limitations set forth in Section 10.3 or in the foregoing provisions of this Section 10.4) the total of all Claims for indemnity or damages with respect to any such breach, combined with any liability under Section 13.12, is reasonably estimated to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate (the “Floor”), in which event and once the Floor is reached, Sellers shall be liable for the full amount of all such losses, subject to the Seller Liability Cap (as defined below). Known Matters of which Buyer has actual knowledge of prior to the Effective Date, and Known Matters of which Buyer first has actual knowledge of after the Effective Date but on or before the Closing Date and that are not identified in writing by Buyer to Sellers prior to consummation of the Closing, shall not form the basis of a Claim and shall not be counted in determining whether the Floor has been reached. In no event shall any Seller be liable to Buyer, or any of its affiliates, designees, successors or assigns for indirect, special, speculative or punitive damages arising out of or in connection with this Agreement. Further, Buyer acknowledges and agrees that Sellers total liability, in the aggregate, under this Section 10.4 and under Section 13.12 shall not exceed Six Million Four Hundred Thousand Dollars ($6,400,000) (the “Seller Liability Cap”).

ARTICLE 11 - REPRESENTATIONS AND WARRANTIES OF BUYER; SURVIVAL

11.1 Representations and Warranties of Buyer. Buyer makes the following representations and warranties to Sellers:

(a) Capacity of Buyer. Buyer is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in all states in which the ownership of its assets or the conduct of its business makes such qualification necessary. Buyer has the requisite right, power, legal capacity, and authority to enter into this Agreement and to fully perform each and all of its obligations under this Agreement.

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(b) Due Authorization. All of the documents to be executed by Buyer and delivered to any Seller or to Escrow Holder will, at the time delivery is made, be duly authorized, executed and delivered by Buyer, and will be the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, and will not violate any provisions of any agreement to which Buyer is a party or to which Buyer or any material part of its assets is subject.

(c) Required Consents. Buyer has obtained and will maintain in effect all internal and governmental and other third party consents required for the execution and delivery of this Agreement. Buyer has obtained all internal and, to Buyer’s knowledge, governmental and third party consents required for the Buyer’s performance of this Agreement and its consummation of the transactions contemplated hereby.

(d) Assignees. As a condition to the right of Buyer to assign its rights hereunder to any assignee or designee permitted by Section 19.13, Buyer shall cause each such assignee or designee to make representations and warranties to the Sellers substantially similar to those contained in the foregoing subsections of this Section 11.1.

(e) Sufficient Funds. Buyer will have access at Closing to immediately available funds sufficient to complete the Acquisition. Buyer’s obligation to acquire the Properties is not subject to any financing condition or financing contingency.

(f) XXXXXXXXXX

11.2 Warranties Survive Closing. The representations and warranties made in or pursuant to this Agreement by Buyer (or any assignee or designee thereof pursuant to Section 11.1(d)) shall not merge into any instrument or conveyance delivered at the Closing; provided, however, that no Claim by Seller for breach of any representation or warranty made in this Agreement may be prosecuted by such Person following the Closing Date unless such Person has (a) on or before the expiration of the Survival Period, delivered a notice to Buyer (i) setting forth in reasonable detail the facts under which the Claim is based, (ii) containing a specific statement of the representations or warranties which such Person claims to have been inaccurate, and (iii) containing a statement of the amount of damages claimed and (b) on or before the expiration of expiration of the Survival Period, commenced suit in a court of appropriate jurisdiction for breach of such warranty. In no event shall Buyer be liable to any Seller, or any of its affiliates, designees, successors or assigns for indirect, special, speculative or punitive damages arising out of or in connection with this Agreement.

ARTICLE 12 - DISCLAIMER; AS-IS CONVEYANCE; DISCHARGE

12.1 Disclaimer. Except for the express representations and warranties of Sellers made in this Agreement and in the Seller Conveyancing Documents, the Sellers disclaim and shall not be liable for any and all verbal and/or written statements, conversations, representations or information, if any, otherwise made or given by any such Person or any of their respective agents, employees, attorneys or representatives, or the affiliates, successors, or assigns of any of them, or by any other Person or Persons, to Buyer, to any agent or employee of Buyer, or to any

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other Person or Persons, with respect to any aspect or feature of the Properties or any Associated Property (including any information related to a Property’s value, condition, or compliance with laws, the status of any permits or approvals, or the existence or absence of any Hazardous Materials on any Property). All such statements, conversations, representations and information, if any, are merged into and superseded by this Agreement, and Buyer agrees that it shall not be entitled to rely upon any such statements, conversations, representations or information. As used herein, the term “Hazardous Materials” means any flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials, including any substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances” regulated under any applicable federal, state or local laws, rules or regulations but, except as expressly provided herein, does not include asbestos.

12.2 As Is Conveyance. Except as expressly set forth in this Agreement and in the Seller Conveyancing Documents, Buyer agrees on behalf of itself and its designees, successors and assigns that, upon the Closing, any Person to whom any Property shall be conveyed shall conclusively be deemed to have accepted such Property in its then existing condition, “AS IS, WHERE IS AND WITH ALL FAULTS” without representation or warranty of any kind or nature whatsoever and with all faults and problems of any kind and/or nature whatsoever that may then exist, whether the same are of a legal nature, a physical nature, or otherwise and whether they are known or unknown to such Person and whether or not such faults are latent or capable of being discovered at or prior to Closing. Sellers and Buyer acknowledge that this basis upon which the Properties are being sold was a material factor in reaching an agreement on the Purchase Price. Without limiting Sellers’ representations and warranties expressly set forth in this Agreement or in the Seller Conveyancing Documents, Buyer further acknowledges that such existing conditions, faults, and problems include or may include (by way of illustration only, and without in any way limiting the generality of the foregoing) the following: (a) any possibility that the construction and/or use of the Property may not be in accordance with applicable statutes, ordinances, rules, regulations, building codes, zoning restrictions, master plan restrictions, or administrative or judicial orders or holdings, whether or not appearing in the public records or in material, if any, supplied to Buyer by Seller or otherwise; (b) any possibility that construction or other defects may exist in the Property; (c) any possibility that the Property is contaminated with Hazardous Materials; and (d) any possibility that the Leased Equipment is not currently in the condition required under the terms of the applicable Equipment Lease. Without limiting the generality of the foregoing, and further without limiting Sellers’ representations and warranties expressly set forth in this Agreement or in the Seller Conveyancing Documents, Buyer acknowledges and agrees that it is acquiring the Properties pursuant to this Agreement based solely on Buyer’s own evaluation of the Properties’ condition and past and future financial performance. Buyer represents, warrants and acknowledges that it is experienced in the ownership and/or operation of golf course properties, that it is competent to evaluate the physical and operational condition and prospects of the Properties, that it has had the opportunity to conduct due diligence on the Properties and to satisfy itself as to the condition and quality of operations thereof, and that it has satisfied itself as to such condition and quality of operations.

12.3 Discharge. Except as otherwise contemplated by or provided to the contrary in this Agreement, including, without limitation, Seller’s representations and warranties contained in Article 10 above and Buyer’s rights and remedies in the event of Seller’s breach thereof,

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Buyer, on behalf of itself and its agents, heirs, successors and assigns waives, releases, acquits and forever discharges Sellers, and their respective affiliates, owners, officers, directors, partners, employees, agents and representatives, of and from any and all Claims whatsoever, direct or indirect, known or unknown, foreseen or unforeseen (including but not limited to Claims for cost recovery or contribution under Environmental Laws), which such Person or any of such Person’s heirs, successors, or assigns now has or which may arise in the future on account of or in any way related to or in connection with any past, present or future aspect, feature, characteristic, circumstance or condition relating to, arising out of or in connection with any of the Property. THE FOREGOING WAIVER AND RELEASE SHALL APPLY TO ANY AND ALL SUCH CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OR ANY SELLER AND/OR ANY STRICT LIABILITY.

Buyer’s Initials

WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542. In connection with any release in this Agreement, the Buyer, on behalf of itself, its successors, assigns and successors in interest, waives the benefit of California Civil Code Section 1542, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Buyer’s Initials

ARTICLE 13 - SELLER COVENANTS

13.1 Insurance to Remain in Force Through Closing. Sellers shall or shall cause the applicable Tenant or Manager to maintain continuously in force through the Closing Date policies of insurance substantially equivalent to those insurance policies in existence as of the Effective Date (except to the extent that, for reasons beyond the reasonable ability of the Sellers to control, particular terms of coverage are no longer available at commercially reasonable rates, in which case Sellers shall notify the Buyer, promptly after becoming aware thereof, of any such terms of coverage that are no longer available at commercially reasonable rates). Subject to the terms and provisions of Section 16.1, the risk of loss in and to the Properties shall remain vested in Seller until the consummation of the Acquisition at the Closing.

13.2 Maintenance and Operation of Property.

(a) Prior to the Closing, the Sellers, as applicable, shall use commercially reasonable efforts (including the exercise of enforcement remedies, after consultation with Buyer and Buyer’s approval thereof) to cause Tenant or Manager with respect to each Property, as applicable, to (i) comply with (and not modify, amend, renew, extend, waive material rights under or terminate, except as otherwise specified under this Agreement) the applicable Ground Leases, Leases, Management Agreements (including the Master Management Agreement), Legal Requirements, Environmental Laws, Membership Documents, Equipment Leases, Licenses and

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Permits, Permitted Exceptions, Warranties, Water Rights and Contracts, (ii) operate, maintain and repair the Properties in the ordinary course of business consistent with sound business practices, and to maintain substantially the same services and levels of Goods and Inventory at each Property as are maintained in the ordinary course of business in accordance with past practices subject to adjustments for seasonality but at the levels at which such inventories were maintained for corresponding months of prior years, and maintain the Personal Property (and not take any action which will invalidate, suspend, terminate or otherwise cause a Material Adverse Effect with respect to any Intangible Personal Property), as required under the applicable Lease or Management Agreement (including the Master Management Agreement) and (iii) make deposits into and only make such expenditures from the Reserves as contemplated in and in all material respects in accordance with the applicable Lease or Management Agreement. Sellers shall provide Buyer with periodic updates (but no more frequently than weekly) of deposit and expenditure activity of the Reserves during the period from the Effective Date through the Closing Date. No Personal Property shall be transferred or removed from the Property unless the same is replaced with similar items of at least equal quality prior to Closing. All Bookings shall be on an arm’s-length basis and made in the ordinary course of business. Sellers will not grant any new material Monetary Liens, impose restrictive covenants or material exceptions to title on the Property without the prior written consent of Buyer or enter into any contracts, agreements, offers or back-up offers with respect to a sale of the Properties. The Tenants and Managers may enter into new Contracts in the ordinary course of business in a manner consistent with past practices (which shall be Approved Contracts if in the name of Seller provided that Seller promptly provides Buyer with copies of any such new Contracts that have a term in excess of one year or that would require aggregate payments by the owner of the applicable Property in excess of $10,000); provided, however, that any new Contract that is Material Contract and has terms or provisions that require Seller approval pursuant to the terms of the Lease or Management Agreement, shall require the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed (and, where Sellers advise Buyer that a Material Contract is necessary to make urgent repairs or to respond to exigent circumstances, Buyer agrees to respond to Sellers’ request for approval within five (5) Business Days); in the absence of a contrary response to Sellers’ request for approval within such period, Buyer shall be deemed to have approved the request.

(b) All notices of violations of laws, ordinances, permits, restrictions, easements, encumbrances or regulations applicable to the Properties (“Violations of Law”), which are received by Sellers prior to the Closing and sent by any person, association, governmental department, agency or bureau having jurisdiction as to conditions affecting the Properties shall be promptly delivered to Buyer.

(c) Seller shall not withdraw, settle or otherwise compromise any protest or reduction proceeding affecting real estate taxes assessed against the Properties for any fiscal period in which the Closing is to occur or any subsequent fiscal period without the prior written consent of Buyer. Real estate tax refunds and credits received after the Closing which are attributable to the fiscal tax year during which the Closing occurs shall be apportioned between Seller and Buyer, after deducting the expenses of collection thereof, based upon the relative time periods each owns the Property, which obligation shall survive the Closing.

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(d) XXXXXXXXXX

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(e) Seller shall use commercially reasonable efforts to cooperate with Buyer as necessary to enable Buyer, at Buyer’s cost, unless otherwise specified herein, to procure or to transfer and to maintain all Licenses and Permits. Prior to Closing, Seller shall deliver to Buyer copies of any quarterly, monthly, weekly and, to the extent available, daily operating statements (and other reports requested by Buyer) with respect to the Properties prepared by or on behalf of Seller.

13.3 Payment of Bills. Sellers with respect to the CLP Managed Properties shall pay or cause to be paid all Sellers Payables, including bills and invoices for labor, goods, materials, services, utility charges, employee salary and benefits and all other charges for goods or services furnished to the Properties prior to the Closing Date. Notwithstanding anything to the contrary recited herein, in no event shall Sellers delay the payment of any of Sellers Payables that would interfere with or disrupt the operation of the Properties.

13.4 Employees.

(a) Sellers and Buyer acknowledge that all employees at the Properties are employees of the applicable Tenant or Manager, or their respective Affiliates. Sellers and Buyers further acknowledge that by assigning the Leases and Management Agreements to Buyer at Closing, no termination of employment of employees shall occur in connection with the Closing, and that it is the understanding and expectation of the parties that the transaction contemplated by this Agreement does not create any liability under the WARN Act (129 U.S.C. § 2101 et seq.). However, to the extent any WARN Act liability (“WARN Act Liability”) arises or is asserted to arise in connection with the transaction contemplated by this Agreement and a termination of employees on or after the Closing Date (such as in connection with the delivery of the termination notice for the Master Management Agreement or by Buyer terminating or causing the termination of Lease or Management Agreement following Closing), such liability shall be the responsibility of Buyer and Buyer hereby agrees to indemnify, defend and hold harmless the Sellers, Tenants and Managers and each of their respective affiliates, directors and officers against such liability.

(b) Sellers acknowledge that, with respect to each CLP Managed Property, the applicable Seller shall pay and shall remain liable for the cost of all employee wages, salaries and benefits that accrued prior to the Closing Date. Each such employee and independent contractor shall have received all wages, salary, bonuses, severance, accrued vacation and sick leave, and any other benefits to which such employee and independent contractor is entitled as of and through the date of the Closing.

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13.5 Efforts to Obtain Estoppels and Consents.

(a) Ground Lessor’s Estoppels and Consents; Tenant Estoppels; Manager Estoppels. Commencing on the Effective Date, Sellers shall use commercially reasonable efforts to obtain (a) the Ground Lessor’s Consents (and Ground Lessor’s lender’s consents, if required) for each CLP Groundlease Property (subject to Buyer’s compliance with the provisions of Section 19.13, if applicable), (b) a Ground Lease Estoppel from each Ground Lessor containing substantially the information and scope set forth in Exhibit G with such changes thereto as the applicable Ground Lessor shall reasonably require, provided any material change is subject to Buyer’s approval, which will not be reasonably withheld, conditioned or delayed, (c) the Tenant Lease Estoppels, and (d) the Manager Estoppels.

(b) Buyer Cooperation. Buyer shall promptly provide such information (including financial information), and take such further actions as any Ground Lessor or any third party reasonably requests in connection with any Ground Lessor’s or Ground Lessor Lender’s evaluation of whether to approve the assignment of a Ground Lease to Buyer or any other third party’s evaluation of whether to give a consent. Buyer agrees to provide to Seller, no later than two (2) Business Days following the Effective Date, a complete set of materials regarding Buyer to be distributed to the applicable Ground Lessor for Ground Lessor’s review in connection with evaluating the assignment of the Ground Lease to Buyer as contemplated in the applicable Ground Lease. Buyer agrees to make representatives available for all meetings with Ground Lessors concerning requests for Ground Lessor’s Consents and Ground Lease Estoppels. The parties shall cooperate in setting meetings with Ground Lessors and in providing such information as Ground Lessors may reasonably request concerning the financial condition, operations and experience of those affiliates of Buyer that are designated to assume the applicable Seller’s obligations under the Ground Lease. Requests for Ground Lessor’s Consents shall be made without offering a guaranty of the Buyer’s parent company. However, if the response of the Ground Lessor to a request for a Ground Lessor’s Consent indicates that such Ground Lessor does not find the financial condition of Buyer, or Buyer’s proposed assignee pursuant to Section 19.13, to be acceptable, and if terms of such Ground Lease permit the Ground Lessor to consider the financial condition of any proposed assignee, Buyer, as applicable, agrees to offer such Ground Lessor a guaranty by such party’s parent company (or such affiliate thereof as such Ground Lessor may accept) of those obligations of the Tenant under the applicable Ground Lease that arise from and after the Closing Date. The form of guaranty shall be reasonably acceptable to Buyer and shall in no event obligate the guarantor thereunder to guaranty any obligations other than those obligations of the Tenant under the applicable Ground Lease accruing from and after the date of assignment.

13.6 Violation of Representations. From the Effective Date until Closing, Sellers shall not knowingly and willfully take any action or omit to take any action which action or omission, to Sellers knowledge, would have the effect of causing any of the representations, warranties, or covenants of Sellers contained in this Agreement to be untrue in any material respect as of the date such action is taken or omitted.

13.7 Governmental Inquiries. Sellers hereby acknowledge and agree that, subject to the terms of the Site Access Agreement, from the Effective Date to the Closing Date or earlier termination of this Agreement, Buyer may contact any and all federal, state, and local

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governmental entities, agencies, and departments in order to inquire about and investigate any and all matters relating to the Properties; provided, however, that, Buyer shall first give Sellers notice of any proposed communication with any Governmental Authority, describing in reasonable detail the purpose thereof, and Sellers shall have the right to accompany Buyer or join Buyer in any such communications (including meetings, letters, telephone conferences, emails or other communications) with any Governmental Authority or any employee or official thereof.

13.8 Representations and Warranties of Seller. Between the Effective Date and the Closing Date, Sellers shall promptly notify Buyer in writing if any such Person acquires, through the individuals listed in Section 10.2, actual knowledge of a fact or condition that causes any of the representations and warranties set forth in Section 10.1 to be untrue in any material respect, and, subject to Buyer’s termination right set forth in Section 6.2(o), Sellers agree to execute a Bringdown Certificate at Closing, restating those representations and warranties as of the Closing Date and making any changes thereto that may be required to reflect changes in circumstances after the Effective Date.

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13.10 Tax Clearance Certificates. On or before five (5) Business Days after the Effective Date, with respect to each of the CLP Managed Properties, Sellers agree to request tax clearance certificates to be issued by each state and local Governmental Authorities where such CLP Managed Properties are located (provided and to the extent such certificates are available in such states) with respect to any state or local sales, use, occupancy, motor vehicle, liquor, employment or other tax that is due and owing from that state or local Governmental Authority indicating that Sellers have paid all such state or local taxes owed by Sellers through the Closing

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Date with respect to that Governmental Authority. If, in respect to any application for tax clearances made pursuant to this Section 13.10, any Governmental Authority asserts that Sellers are liable for any such tax, Sellers shall promptly pay any and all such amounts and shall provide evidence on or before the Closing Date to Buyer that such liabilities have been paid in full or otherwise satisfied and if not satisfied on the Closing Date, Sellers’ obligation to pay such amounts shall survive the Closing Date. Notwithstanding the foregoing, Buyer acknowledges that the receipt of any such tax clearance certificate shall not be a condition to close.

13.11 Rights of First Refusal to Purchase. Immediately following the Effective Date, Seller shall give the required written notice to (a) the City of Grapevine, Texas, with regard to its direct lease and sublease at Cowboys Golf Club (“Cowboys Ground Lessor”) and (b) to Westbrook Cinco East, LP and NNP II-Cinco West, LP (collectively, “Cinco Developer”) with regard to Cinco Ranch Golf Club, that the subject transactions contemplated herein have triggered such parties’ respective rights of first refusal to purchase such Properties. In the event that either or both Cowboys Ground Lessor and Cinco Developer elect to exercise its respective rights of first refusal to purchase the designated Property (or objects to or disputes any portion of the notice, delays or otherwise refuses to respond) within the earlier of (a) the time period required for such election pursuant to the document establishing such right or (b) sixty (60) days after providing notice of such election (the “ROFR Period”), the applicable Property shall be dropped from the Acquisition and the Purchase Price shall be reduced by the Allocated Purchase Price for such Property; and if applicable, Escrow Agent shall return the escrowed Allocated Purchase Price for such Property to Buyer in accordance with this Section 13.11. In the event the Closing occurs prior to the expiration of the ROFR Period, the affected Property shall not be conveyed at Closing, the Allocated Purchase Price and all closing documents related to such Property shall be delivered into Escrow with the Escrow Agent, which Property or Properties shall be deemed to be Follow On Properties conveyed as part of a Follow On Closing in accordance with the terms of Section 6.2(c) if the party electing to exercise its right of first refusal to purchase later waives or loses such right prior to the expiration of the ROFR Period.

13.12 Survival of Covenants. Notwithstanding any provision of this Agreement to the contrary, no Seller shall have any liability to Buyer or any of its Affiliates, with respect to any Claims based on Known Matters of which Buyer has actual knowledge or notice prior to the Effective Date. If Buyer first obtains information providing actual knowledge or notice of Known Matters after the Effective Date but prior to the Closing, and with actual knowledge or notice of same, nevertheless consummates the transaction contemplated by this Agreement, Buyer agrees that Sellers shall have no liability to Buyer or any of its Affiliates with respect to any Claims relating to such Known Matters unless, prior to consummation of the Closing, such party delivers written notice to Sellers (i) setting forth in reasonable detail the Known Matters upon which the Claim is based, (ii) containing a statement of the covenants that Buyer claims to have been breached, and (iii) containing a statement of the amount of damages for which Buyer believes Sellers are liable because of such Known Matters (which estimate shall not be binding on Sellers). In any event, if, Buyer discovers a breach of any covenant of the Sellers, whether prior to or following the Closing, the Sellers shall not be liable, individually or collectively, in connection therewith, unless and until (in addition to the limitations set forth above and in Sections 10.3 and 10.4) the total of all Claims for indemnity or damages with respect to any such breach, combined with any liability under Section 10.4, is reasonably estimated to exceed the Floor, in which event and once the Floor is reached, Sellers shall be liable for the full amount of

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all such losses, but the Sellers shall not be liable, individually or collectively, in connection therewith in excess of the Seller Liability Cap. Known Matters of which Buyer has actual knowledge of as of the Effective Date, or Known Matters of which Buyer first has actual knowledge of after the Effective Date but prior to the Closing and that are not identified in writing by Buyer to Sellers prior to consummation of the Closing, shall not form the basis of a Claim and shall not be counted in determining whether the Floor has been reached. In no event shall any Seller be liable to Buyer or any of its affiliates, designees, successors or assigns for indirect, special, speculative or punitive damages arising out of or in connection with this Agreement.

13.13 XXXXXXXXXX

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ARTICLE 14 - BUYER COVENANTS

14.1 Buyer’s and Sellers’ Delivery of Documents. If this Agreement terminates for any reason, then, at Sellers’ request, Buyer shall, within five (5) days after Sellers’ written request therefor, either return to Seller or certify to Seller that it has destroyed, as Buyer may elect, all Due Diligence Materials provided by Seller to Buyer or any other Due Diligence Parties pursuant to this Agreement. The provisions of this Section 14.1 shall survive any termination of this Agreement.

14.2 Title Matters. Buyer shall have the right to approve any new encumbrances or exceptions affecting title that arise from and after the Effective Date that have or would be reasonably expected to have a Material Adverse Effect.

14.3 Environmental Assessments. Buyer agrees to share with Sellers all environmental assessments prepared at the request of Buyer, including preliminary drafts as well as final reports, upon payment by Seller of 50% of the costs of such assessments. Buyer shall not report any environmental condition affecting a Property (unless and until Buyer shall have acquired such Property), except as may be required pursuant to Legal Requirements.

14.4 Representations and Warranties of Buyer. Between the Effective Date and the Closing Date, Buyer shall promptly notify Sellers in writing if Buyer acquires actual knowledge of a fact or condition that causes any of the representations and warranties set forth in Section 11.1, as applicable, to become untrue in any material respect.

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ARTICLE 15 - CONDITIONS PRECEDENT TO CLOSE THIS TRANSACTION

15.1 Buyer’s Conditions Precedent. Buyer’s obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver in writing of the following conditions precedent (the “Buyer’s Conditions Precedent”):

(a) The transactions contemplated under this Agreement to be effected on the Closing Date shall not have been restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction against Sellers, and no proceeding shall have been instituted and be pending in which any creditor of any Seller or any other Person seeks to restrain such transactions or otherwise to attach any material part of the Property, provided that any such injunction, order, judgment or proceeding contemplated by this Section 15.1(a) shall not be deemed to include any injunction, order, judgment or proceeding brought by, through, under or against, or as a result of any acts or omissions of Buyer or any person or entity affiliated with Buyer.

(b) All of the representations and warranties of Seller contained in Sections 10.1(a)-(c), (l) and (n)-(p) of this Agreement shall be true and correct in all material respects as of the Effective Date and as of the scheduled Closing Date.

(c) No Seller shall have committed a Property Default that remains uncured, and Sellers shall in all material respects have performed or satisfied their covenants and obligations hereunder.

(d) On the Closing Date, no Seller shall have filed a petition for relief under the Federal Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar law (all of the foregoing hereinafter collectively called “Applicable Bankruptcy Law”), nor shall an involuntary petition for relief have been filed against such Person under any Applicable Bankruptcy Law and not been dismissed.

(e) Buyer shall have received the Ground Lessor Consents, and if required the Ground Lessor’s lender’s consent, the Ground Lease Estoppels, the Tenant Lease Estoppels, and the Manager Estoppels (or the equivalent estoppels from the applicable Sellers).

(f) XXXXXXXXXX

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(g) Buyer and the Title Company shall have received evidence reasonably satisfactory to Buyer and the Title Company that each of the Cowboys Ground Lessor (with regard to the Cowboys Golf Club) and Cinco Developer (with regard to Cinco Ranch Golf Club) has waived its right of first refusal with respect to the transactions contemplated herein as more particularly described in Section 13.11.

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(h) The Escrow Agent is unconditionally prepared and committed to issue to Buyer the Title Policy for each Property upon Closing in accordance with a proforma owner title policy (or a marked title commitment) in form and substance approved by Buyer and subject only to the Permitted Exceptions.

If the Buyer’s Conditions Precedent are not satisfied as of the Closing Date, Buyer shall have the rights described in Section 17.1.

15.2 Sellers’ Conditions Precedent. Each Seller’s obligation to consummate the transaction contemplated by this Agreement is subject to the satisfaction or waiver in writing of the following conditions precedent (the “Sellers’ Conditions Precedent”):

(a) During the period of time after the Effective Date and through the Closing Date, the transactions contemplated under this Agreement to be effected on the Closing Date shall not have been restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction against Buyer, and no proceeding shall have been instituted and be pending in which any creditor of Buyer or any other Person brought by, through or under, or as a result of any acts or omissions of Buyer seeks to restrain such transactions, and such restraint, prohibition or proceeding is not dismissed or lifted within ten (10) days (and if such period expires after the Closing Date, then the Closing Date shall be extended to the end of such ten (10) day period); provided that any such injunction, order, judgment or proceeding contemplated by this Section 15.2(a) shall not be deemed to include any injunction, order, judgment or proceeding brought by, through or under, or as a result of any acts or omissions of any Seller or any person or entity affiliated with any Seller.

(b) Buyer shall have delivered the entire Purchase Price, as adjusted pursuant to the terms hereof, into Escrow on the Closing Date.

(c) All of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the scheduled Closing Date.

(d) Buyers shall in all material respects have performed or satisfied their covenants and obligations hereunder.

(e) On the Closing Date, Buyer shall not have filed a petition for relief under Applicable Bankruptcy Law, nor shall an involuntary petition for relief have been filed against Buyer under any Applicable Bankruptcy Law and not been dismissed.

If the Sellers’ Conditions Precedent are not satisfied as of the Closing Date, Seller shall have the rights described in Section 17.2.

ARTICLE 16 - DAMAGE AND DESTRUCTION; CONDEMNATION

16.1 Casualty. If, prior to the Closing, there is damage to or destruction of any part of a Property, the applicable Seller shall, at such Seller’s election, either (i) repair, restore or replace such damaged Property in a reasonably good and workmanlike manner to the condition at least as good and useful as that in which it existed prior to such damage or destruction, on or before

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the Closing Date, or (ii) provide or assign all insurance proceeds (plus an amount equal to the deductible under any applicable insurance policies) with respect to such damage or destruction to Buyer at the Closing, in which event Buyer shall acquire the affected Property without an adjustment to the Purchase Price. If, pursuant to the preceding sentence, the applicable Seller elects to repair, restore or replace the Property, but Seller is unable to repair, restore or replace such damage or destruction prior to the Closing Date, the Closing shall occur on the Closing Date, and Seller shall, to the extent it is permitted to do so under its insurance arrangements, deliver or assign to Buyer, through Escrow at the Closing, the balance of any insurance proceeds received by Seller (or to which Seller is entitled under its insurance policies) (plus an amount equal to the deductible under any applicable insurance policies) on account of such damage or destruction that have not been applied to the restoration of the Property, on or before the Closing Date. Buyer shall continue to be obligated to purchase the Property and all Associated Property notwithstanding the damage or destruction without any adjustment to the Purchase Price.

16.2 Condemnation. If a portion of a Property is the subject of a governmental taking, condemnation or other exercise of eminent domain, the Buyer shall be obligated to acquire such Property notwithstanding the effects of such action without adjustment to the Purchase Price, and the applicable Seller shall, to the extent Seller is entitled thereto, assign all proceeds of the action to the Buyer at the Closing.

ARTICLE 17 - DEFAULTS; CANCELLATION OF ESCROW

17.1 Default Remedies of Buyer.

(a) If a Seller Default exists on the Closing Date, Buyer’s sole rights with respect to such failure shall be to (1) waive such condition in writing (in which case this Agreement shall continue in full force and effect and Buyer shall have no further rights or remedies in connection with the facts or circumstances which caused such Seller Default), (2) pursue an action for specific performance, but only if Buyer properly files with a court of competent jurisdiction a complaint for specific performance within 30 days after the scheduled Closing Date, or (3) terminate this Agreement and cancel the Escrow by written notice to Sellers and the Escrow Agent. Upon termination of this Agreement and cancellation of the Escrow pursuant to this Section 17.1(a), the Deposit shall be immediately returned to Buyer without any further action by either Seller or Buyer and without any additional documentation, including notices, releases or waivers from any Person and, except for liability with respect to the Buyer Surviving Obligations and the Seller Surviving Obligations, the parties shall have no further rights or obligations under this Agreement.

(b) Buyer shall provide written notice to Sellers of any fact, circumstance or condition that would give it the right to cancel the Escrow under this Section 17.1. Sellers shall have ten (10) Business Days to cure any such default (and if such cure period will not expire prior to the date established as the Closing Date, the Closing Date shall automatically be extended to the Business Day immediately following the day on which the cure period expires). If Sellers are unable to cause such condition to be satisfied within such ten (10) Business Day period, then Buyer shall have the rights set forth in Section 17.1(a).

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(c) If, as of the Closing Date, any of Buyer’s Conditions Precedent are not satisfied, Buyer’s sole rights with respect to such failure of condition shall be to (1) waive such condition in writing (in which case this Agreement shall continue in full force and effect and Buyer shall have no further rights or remedies in connection with the facts or circumstances which caused such condition to be unsatisfied), or (2) cancel the Escrow by written notice to Sellers and the Escrow Agent. Upon cancellation of Escrow pursuant to this Section 17.1(c), the Deposit shall be promptly returned to Buyer without any further action by either Seller or Buyer and without any additional documentation, including notices, releases or waivers from any Person and, except for liability with respect to the Buyer Surviving Obligations and the Seller Surviving Obligations, the parties shall have no further rights or obligations under this Agreement.

(d) If, as of the Closing Date, a Property Default exists with respect to one or more Properties, including a Property Default that relates to a breach of the Sellers’ representations and warranties in Section 10.1 with respect to any Properties, Buyer shall have the right to (1) waive such condition in writing (in which case this Agreement shall continue in full force and effect and Buyer shall have no further rights or remedies in connection with the facts or circumstances which caused such Property Default), (2) pursue an action for specific performance, but only if Buyer properly files, with a court of competent jurisdiction, a complaint for specific performance within thirty (30) days after the scheduled Closing Date, or (3) terminate this Agreement and cancel the Escrow by written notice to Sellers and the Escrow Agent. Upon termination of this Agreement and cancellation of the Escrow pursuant to this Section 17.1(d), the Deposit shall be promptly returned to Buyer without any further action by either Seller or Buyer and without any additional documentation, including notices, releases or waivers from any Person and, except for liability with respect to the Buyer Surviving Obligations and the Seller Surviving Obligations, the parties shall have no further rights or obligations under this Agreement.

(e) If Buyer cancels the Escrow due to a Seller Default of the kind that permits a cancellation of the Escrow pursuant to this Section 17.1, then all costs of the Escrow shall be paid by Seller; if Buyer cancels the Escrow due to a Seller Default both (i) described in Section 15.1(a) or (d), or described in Section 15.1(c) if such Property Default would cause damages, costs or loss of value of the Properties in an amount that exceeds the Seller Liability Cap, either individually or in the aggregate, or is the result of Seller’s bad faith, willful misconduct, intentional misrepresentation or fraud, and (ii) for which specific performance is not a remedy, then Sellers shall reimburse Buyer for Buyer’s actual out of pocket expenses incurred in connection with the transactions contemplated by this Agreement, up to an amount not to exceed One Million Dollars ($1,000,000.00). For purposes of clarification, a failure to obtain an agreement or consent by a third party shall not result in Seller’s obligation to reimburse Buyer unless such failure was the result of Seller’s fraudulent actions.

17.2 Default Remedies of Sellers.

(a) If a Buyer Default exists on the Closing Date, Sellers’ sole rights and remedies with respect to such failure shall be to either (1) waive such condition in writing (in which case this Agreement shall continue in full force and effect and Seller shall have no further rights or remedies in connection with the facts or circumstances which caused such Buyer

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Default), or (2) provided the notice and cure procedures described in Section 17.2(b) have been followed, if applicable, to cancel the Escrow by written notice to Buyer and Escrow Holder, in which case the Escrow Agent shall deliver the Deposit to Seller and the parties shall have no further rights or obligations under this Agreement (other than the Buyer Surviving Obligations and the Seller Surviving Obligations).

(b) If the failure of condition relates to a Buyer Default under Section 15.2(c) or Section 15.2(d), Sellers shall give the Buyer’s notice thereof and Buyer shall have until the earlier of ten (10) Business Days or the Closing Date to cure any such default. If Buyer is unable to cause such condition to be satisfied within such period and the Closing cannot occur due to an uncured Buyer Default, then Seller shall have the right, as its sole and exclusive remedy, to cancel the Escrow and receive the Deposit as liquidated damages.

(c) If Sellers cancel the Escrow under this Section 17.2, all costs of the Escrow shall be paid by Buyer, and the Deposit shall be paid to Sellers.

17.3 Return of Documents. Upon any cancellation of the Escrow, Escrow Holder shall return all instruments and documents deposited with Escrow Holder to the parties who deposited the same.

ARTICLE 18 - LIQUIDATED DAMAGES

BUYER AND SELLERS ACKNOWLEDGE AND AGREE THAT, IN THE EVENT OF A BUYER DEFAULT UNDER THIS AGREEMENT, THE SELLERS WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. BUYER AND SELLERS, AFTER DUE NEGOTIATION, ACKNOWLEDGE AND AGREE THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH THE SELLERS WILL SUSTAIN IN THE EVENT OF SUCH A BUYER DEFAULT. BUYER AND SELLERS AGREE THAT THE SOLE AND EXCLUSIVE REMEDY OF SELLERS (EXCEPT FOR ANY REMEDY AVAILABLE IN RESPECT OF ANY FAILURE BY BUYER TO PERFORM ANY OF BUYER SURVIVING OBLIGATIONS) IN THE EVENT OF A BUYER DEFAULT SHALL BE THE RIGHT TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW, AND RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. FOLLOWING TERMINATION OF THIS AGREEMENT, CANCELLATION OF THE ESCROW, AND THE PAYMENT OF THE DEPOSIT TO THE SELLERS PURSUANT TO THIS ARTICLE 18, EXCEPT FOR ANY OF BUYER SURVIVING OBLIGATIONS, ALL OF THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLERS UNDER THIS AGREEMENT SHALL BE TERMINATED.

ARTICLE 19 - MISCELLANEOUS

19.1 Indemnity.

(a) Seller’s Indemnity. Subject to the occurrence of the Closing, each Seller shall indemnify, protect, defend and hold harmless Buyer and its respective owners, officers, directors, partners, employees and agents from and against (i) subject to the limitations set forth in Sections 10.4 and 13.12, Claims relating to such Seller’s breach of any of its representations,

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warranties or covenants hereunder, (ii) Claims brought by a third party against Buyer or such other indemnified Persons relating to the ownership, use, maintenance or operation of the applicable Property and accruing prior to the Closing Date, including, without limitation, relating to the Ground Leases, the Leases, the Management Agreements, the Master Management Agreement, the Equipment Leases, the Membership Documents, Environmental Laws, the Permitted Exceptions, Licenses and Permits (including Liquor Licenses), and Water Rights, and employees and those litigation matters disclosed on Schedule 10.1(j), and/or (iii) Claims under or arising from the Contracts and/or Ground Leases, except for Claims under the Approved Contracts and/or Ground Leases and accruing from and after the Closing; provided, however, the foregoing indemnification obligation applies only to Claims accruing prior to Closing, but does not apply to any Claims (a) with respect to any CLP Leased Properties where the applicable Tenant is required to indemnify Landlord for such Claim pursuant to the applicable Lease, or (b) to the extent such Claims result from any act or omission of Buyer or any agent, employee, representative or contractor thereof. As a material inducement and condition to Buyer entering into this Agreement, CNL Lifestyle Properties, Inc., a Maryland corporation (“CLP”) shall guaranty to Buyer, for a period not to exceed the Survival Period, and subject to the limitations set forth in Sections 10.4 and 13.12, the Sellers’ performance of Sellers’ indemnification obligations set forth in this Agreement. CLP and Sellers hereby acknowledge that CLP is an Affiliate of Sellers and that CLP shall benefit from the transactions contemplated herein.

(b) Buyer’s Indemnity. Subject to the occurrence of the Closing, Buyer shall indemnify, protect, defend and hold harmless Sellers and its affiliates, owners, officers, directors, partners, employees and agents from and against all Claims (i) relating to Buyer’s breach of a representation, warranty or covenant hereunder, (ii) brought by a third party against Sellers relating to the ownership, use, operation, maintenance and improvement of any of the Properties and accruing on or after the Closing Date, including, without limitation, relating to the Ground Leases, the Leases, the Management Agreements, the Master Management Agreement, the Equipment Leases, the Membership Documents, Environmental Laws, the Permitted Exceptions, Licenses and Permits (including Liquor Licenses), and Water Rights, and employees, (iii) under or arising from the Approved Contracts relating to the Properties accruing from and after the Closing Date (but excluding Claims under Approved Contracts that accrue prior to the Closing Date or result from a breach, other than a breach resulting from the failure to obtain any required Consent, of the Approved Contracts by Sellers prior to the Closing), (iv) XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XX, (v) brought by a Tenant or Manager accruing from and after the Closing Date and arising from Buyer’s termination of any Lease or Management Agreement following Closing (except as provided in Section 6.2(q)), and/or (vi) WARN Act Liability arising or asserted to arise in connection with the Acquisition and a termination of employees by Buyer on or after the Closing Date.

19.2 Addresses for Notices. Except as otherwise expressly provided in this Agreement, all notices, requests, demands and other communications hereunder (“Notice”) shall be in writing and shall be deemed delivered by (i) hand delivery upon receipt, (ii) registered mail or certified mail, return receipt requested, postage prepaid, upon delivery to the address indicated

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in the Notice, and (iii) overnight courier (next business day delivery) on the next business day at 12:00 noon, whichever shall occur first, as follows:

To a Seller:	c/o CNL Lifestyle Properties, Inc. 450 South Orange Avenue, Suite 1200 Orlando, Florida 32801 Attention: Chief Financial Officer and General Counsel Telephone No.: (407) 650-1000 E-Mail: Holly.Greer@cnl.com E-Mail: Joseph.Johnson@cnl.com
With a copy to:	Lowndes, Drosdick, Doster, Kantor & Reed, P.A. 215 North Eola Drive Post Office Box 2809 Orlando, Florida 32802 Attention: William T. Dymond, Esquire Telephone No.: (407) 843-4600 E-Mail: William.Dymond@lowndes-law.com
If to Buyer:	c/o Arcis Equity Partners, LLC 5221 N. O’Conner Blvd., Suite 700 Irving, Texas 75039 Attention: Blake S. Walker Telephone No.: (972) 532-4390 Email: bwalker@arcisequity.com
With a copy to:	XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX
With an additional copy to:	XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX

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and: Jeffrey W. Giese, Esq. Hunton & Williams LLP 1445 Ross Avenue, Suite 3700 Dallas, Texas 75202 Telephone No.: (214) 468-3328 Email: jgiese@hunton.com

Any correctly addressed Notice that is refused, unclaimed or undelivered because of an act or omission of the party to be notified shall be considered to be effective as of the first day that the Notice was refused, unclaimed or considered undeliverable by the postal authorities, messenger or overnight delivery service. The parties hereto shall have the right from time to time, and at any time, to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America, by giving to the other party at least ten (10) days prior Notice thereof, in the manner prescribed herein; provided, however, that to be effective, any such change of address must be actually received (as evidenced by a return receipt). Telephone numbers and email addresses, if listed, are listed for convenience purposes only and not for the purposes of giving Notice pursuant to this Agreement. Any Notice that is required or permitted to be given by either party to the other under this Agreement may be given by such party or its legal counsel, who are hereby authorized to do so on the party’s behalf.

19.3 Confidentiality. Each of the parties agrees to keep the terms and provisions of this Agreement as strictly confidential (and with respect to Buyer, in accordance with the existing non-disclosure agreement) and agree that they shall not disclose such information or the terms and provisions hereof to any Person (other than to their respective counsel, shareholders, directors, lenders or prospective lenders, accountants, auditors, investors, financial and other advisors, consultants or employees who have a need to know of such information and have been instructed to maintain the confidentiality thereof) except (i) as required by Legal Requirements, (ii) with respect to any such information already in the public domain or (iii) as required by the rules and regulations of the U.S. Securities Exchange Commission (the “SEC”). Sellers and Buyer acknowledge and agree that the terms and provisions of this paragraph shall be binding on the parties and shall survive the Closing or other termination of this Agreement. No party shall make a public announcement or disclosure regarding the transactions described in this Agreement without the prior approval of the other parties, except as required by any Legal Requirements or as required by the rules and regulations of the SEC. Sellers and Buyer shall approve the timing, form and substance of any such public announcement or disclosure, which approval shall not be unreasonably withheld, conditioned or delayed, except if a party is required to make a public announcement or disclosure under Legal Requirements or the rules and regulations of the SEC, in which case no such approval by the other party shall be required (but the other party shall be given a copy of such announcement or disclosure and the opportunity to comment on it as soon as reasonably practicable before such announcement or disclosure is required to be made) and Seller shall use commercially reasonable efforts to avoid identifying Buyer or any of its affiliates as the purchaser if such non-identification does not result in non-compliance with any Legal Requirements or the rules and regulations of the SEC. Notwithstanding the foregoing, Seller may make a public announcement which contains only the information available in its security filings without the consent of Buyer. In addition, if Seller or any of its affiliates is required under applicable federal securities laws and regulations to file a copy of this Agreement with the SEC, Buyer shall provide Seller with a redacted copy of this

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Agreement that excludes information and provisions which Buyer objects to being disclosed, and Seller (or its affiliate that makes the filing) shall apply for and seek confidential treatment from the SEC under applicable SEC regulations for such excluded information and provisions contained in this Agreement, including its schedules and exhibits (e.g. the allocated purchase price exhibit) and information identifying any of Buyer’s affiliates, as reasonably requested by Buyer and other mutually agreed upon information and provisions, in connection with such filing. The failure to obtain SEC approval of any such confidential treatment request shall not be the basis for any breach of this Agreement or right of termination of this Agreement or any provision hereof. Subject to Seller’s compliance with the foregoing requirements, Buyer acknowledges that Seller or its affiliate is required by the rules and regulations of the SEC to file a Form 8-K with the SEC to report the execution of this Agreement and to file a copy of this Agreement as an exhibit to a subsequent periodic report to be filed with the SEC.

19.4 Amendments in Writing. No amendment or modification of this Agreement shall be valid unless the amendment or modification is in writing and signed by all parties purported to be bound thereby.

19.5 Entire Agreement. Except for the Site Access Agreement, this Agreement represents the entire agreement between the parties and incorporates all prior agreements and understandings relating to the Properties, and no previous agreement or understanding, verbal or written, of the parties or any of their agents shall be binding or enforceable, unless specifically incorporated in this Agreement.

19.6 No Presumption Regarding Drafter. Sellers and Buyer acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between Sellers and Buyer, and that this Agreement reflects their mutual agreement regarding the subject matter of this Agreement. Because of the nature of such negotiations and discussions, it would not be appropriate to deem any party to be the drafter of this Agreement, and therefore no presumption for or against the drafter shall be applicable in interpreting or enforcing this Agreement.

19.7 Time of the Essence. Time is of the essence of this Agreement (including as to the Closing Date). The parties understand that the time for performance of each obligation under this Agreement has been the subject of negotiation by the parties.

19.8 Invalidity of any Provision. If any agreement, condition, obligation, covenant, warranty or other provision of this Agreement shall be determined to be unenforceable, invalid, or void, such determination shall not affect, impair, invalidate or render unenforceable any other agreement, condition, obligation, covenant, warranty, or other provision of this Agreement.

19.9 Counterparts. This Agreement and any amendment may be executed in counterparts, and upon all counterparts being so executed, each counterpart shall be considered as an original and all counterparts shall be considered as one agreement.

19.10 Brokers’ Commissions. Buyer represents and warrants to Sellers that Buyer has not engaged or dealt with any broker, finder, or agent in connection with this Agreement or the transactions contemplated hereby. Sellers shall be responsible for any fee due to Jefferies LLC

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in connection with this transaction pursuant to a separate written agreement between Seller and Jefferies LLC. Buyer shall indemnify, defend and hold harmless Sellers from and against any and all Claims, arising out of or in connection with any claim or demand by a person or entity for any broker’s, finder’s, or other commission or fee in connection with this Agreement arising out of any act or omission of Buyer, but excluding any Claims arising out of or otherwise relating to Jefferies LLC. Sellers shall indemnify, defend and hold harmless Buyer from and against any and all Claims in connection with any claim or demand by a person or entity for any broker’s, finder’s, or other commission or fee in connection with this Agreement arising out of any act or omission of Sellers, including, without limitation, any Claims of Jefferies LLC.

19.11 Attorneys’ Fees. In the event of a dispute in connection with this Agreement and a lawsuit, arbitration or other legal proceeding arises in connection therewith, the prevailing party therein shall be entitled to reasonable attorneys’ fees and all other expenses reasonably incurred in connection with such dispute in addition to all other relief to which the party is entitled. If the successful party recovers judgment in any legal action or proceeding, the attorneys’ fees and all other expenses of litigation shall be included in and made part of any such judgment.

19.12 Applicable Law. The laws of the State of Florida (not including the choice of law provisions thereof) shall be applied in interpreting and enforcing this Agreement.

19.13 Assignment by Buyer; Successors and Assigns. Buyer shall have the right to assign Buyer’s right to acquire the Properties and other Property under this Agreement to the wholly owned subsidiaries of Buyer listed on the attached Schedule 19.13, provided that: (i) Buyer shall give written notice to Sellers of such assignment at least ten (10) Business Days prior to the Closing (failing which it will be assumed by the Parties that Buyer will partially assign this Agreement to the assignees listed on Schedule 19.13 as applicable); (ii) Buyer shall not be released from liability under this Agreement; (iii) the assignee is approved in advance and in writing by each applicable Ground Lessor or Ground Lessor’s Lender, if required; and (iv) if required by the Ground Lessor at with respect to any ground lease that permits the Ground Lessor to review the financial wherewithal of a potential assignee in connection with such Ground Lessor’s Consent, and subject to the provisions of Section 13.5(b), Buyer shall provide a guaranty of the applicable subsidiary’s obligations under such Ground Lease in a form reasonably acceptable to Buyer. Except as provided in this Section 19.13, Buyer shall not have the right to assign this Agreement without the prior written consent of Sellers, each applicable Ground Lessor and each applicable Ground Lessor’s Lender, and any such assignment or attempted assignment without such consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

19.14 No Third Party Beneficiaries. This Agreement is for the benefit of Sellers and Buyer only, and is not for the benefit of any other person or entity. Without limiting the generality of the preceding sentence, the parties hereto agree that there are no third party beneficiaries of this Agreement.

19.15 Jury Trial Waiver. BUYER AND SELLERS EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN

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RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE PROPERTY OR THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT.

19.16 Jurisdiction and Venue. The venue for any legal or equitable action brought under this agreement shall be Orange County, Florida. The Parties agree to submit to the jurisdiction of Florida in connection with any claims or controversy arising out of this Agreement and that venue for such actions shall be in Orange County, Florida. Sellers and Buyer hereby submit to jurisdiction and consent to venue in such courts, and waive any defense based on forum non conveniens, provided that any Party may seek injunctive relief or specific performance with respect to any of the Properties in the courts of the State in which such Properties are situated and may incorporate a claim against Seller of such Property with respect to any claim for injunctive relief or specific performance.

19.17 Tax Disclosures. Notwithstanding anything in this Agreement to the contrary, in accordance with Section 1.6011-4(b)(3)(iii) of the Treasury Regulations, Buyer and Sellers (and each employee, representative, or other agent of Buyer and Sellers) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to Buyer or Sellers relating to such tax treatment and tax structure. However, any information relating to tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent, but only to the extent, reasonably necessary to enable Buyer and Sellers to comply with applicable securities laws. For purposes hereof, “tax structure” means any fact that may be relevant to understanding the federal income tax treatment of the transaction.

19.18 Independent Entity. Buyer recognizes and acknowledges that each Seller is an independent entity, chartered under the laws of the State of Delaware, to whom Buyer will solely look and who is solely responsible for the obligations and liabilities of Seller recited herein, arising hereunder, or in any manner related to the transactions contemplated hereby. Buyer further recognizes and acknowledges that no other entity or entities, including (a) each Seller’s officers, directors, and members, (b) any individual, or (c) any entity affiliated with each Seller’s business which 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 such Seller’s business, by direct dealings with Seller or those acting for it, is in any manner liable or responsible for the obligations and liabilities of such Seller, whether recited herein, arising hereunder, or in any manner related to the transactions contemplated hereby.

Sellers recognizes and acknowledges that Buyer is a limited liability company formed under the laws of the State of Delaware, to whom Sellers will solely look and who is solely responsible for the obligations and liabilities of Buyer recited herein, arising hereunder or in any manner related to the transactions contemplated hereby. Sellers further recognize and acknowledge that no other entity or entities, including (x) Buyer’s officers, directors, and members, (y) any individual, or (z) any entity affiliated with Buyer which may form organize,

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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 Buyer, by dealings with Buyer or those acting for it, is in any manner liable or responsible for the obligations and liabilities of Buyer, whether recited herein, arising hereunder, or in any manner related to the transactions contemplated hereby.

19.19 Liability of Interest-Holders in Sellers, Buyer and their Respective Affiliates. Buyer agrees and acknowledges that none of the members, partners, shareholders or other holders of beneficial interests of or in any Seller or any of Sellers’ Affiliates shall be personally liable for any obligation or responsibility of any Seller or any of its Affiliates hereunder by virtue of being a member, partner, shareholder, or holder of any beneficial interest of or in such Seller or any of such Seller’s Affiliates. Each Seller agrees and acknowledges that none of the members, partners, shareholders or other holders of beneficial interests of or in Buyer or any of Buyer’s Affiliates shall be personally liable for any obligation or responsibility of Buyer or any of its Affiliates hereunder by virtue of being a member, partner, shareholder, or holder of any beneficial interest of or in Buyer or any of Buyer’s Affiliates.

19.20 XXXXXXXXXX

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19.21 Radon Disclosure for Property Located in Florida. Pursuant to Section 404.056(5), Florida Statutes, radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the applicable county health department.

19.22 California Public Resources Code Section 25402.10. If and to the extent permissible pursuant to all applicable Legal Requirements, Buyer waives any right to terminate the Agreement that may arise out of California Public Resources Code Section 25402.10.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Date of Agreement.

SELLERS:
CLP Southwest Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Mesa Del Sol Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP South Mountain Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Leasehold Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Meadowlark Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Valencia Golf, LLC, a Delaware limited liability
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President

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CLP Weston Hills Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP North Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Midwest Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Mideast Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Traditional Golf I, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Las Vegas Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President

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CLP West Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Fox Meadow Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Signature of Solon Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Weymouth Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Palmetto Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Bear Creek Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

70

CLP Canyon Springs Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Clear Creek Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
Grapevine Golf Club, L.P., a Delaware limited partnership
By:	Grapevine Golf, L.L.C., a Delaware limited liability company, its General Partner
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Lake Park Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Lakeridge Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Mansfield Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

71

CLP Plantation Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Cinco Ranch Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Fossil Creek Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP Broad Bay Golf, LLC, a Delaware limited liability company
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President
CLP:
CLP HEREBY JOINS IN THIS AGREEMENT FOR THE LIMITED PURPOSE OF ACKNOWLEDGING THE OBLIGATIONS OF CLP SET FORTH IN THE LAST SENTENCE OF SECTION 19.1(a).
CNL Lifestyle Properties, Inc., a Maryland corporation
By:	/s/ Tracey B. Bracco
	Name:	Tracey B. Bracco
	Title:	Vice President

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

72

BUYER:
CF ARCIS X LLC, a Delaware limited liability company
By:	/s/ Marc K. Furstein
	Name:	Marc K. Furstein
	Title:	Chief Operating Officer

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

73

EXHIBIT A

CLP Fee Properties

Name of Golf Course	Address	Seller
Ancala Country Club	11700 East Via Linda, Scottsdale, AZ 85259	CLP Southwest Golf, LLC
Arrowhead Country Club	19888 N. 73rd Avenue, Glendale, AZ 85308	CLP Southwest Golf, LLC
Continental Golf Course	7920 E. Osborn Rd. Scottsdale, AZ 85251	CLP Southwest Golf, LLC
Kokopelli Golf Course	1800 W. Guadelupe Road, Gilbert, AZ 85233	CLP Southwest Golf, LLC
London Bridge Golf Course	2400 Clubhouse Drive, Lake Havasu City, AZ 86406	CLP Southwest Golf, LLC
Mesa del Sol Golf Club	12213 Calle Del Cid, Yuma, AZ 85367	CLP Mesa Del Sol Golf, LLC
Raven Phoenix Golf Club	3636 E. Baseline Rd., Phoenix, AZ 85042	CLP South Mountain Golf, LLC
Superstition Springs Golf Club	6542 East Baseline Rd, Mesa, AZ 85206	CLP Southwest Golf, LLC
Tatum Ranch Golf Club	29888 N. Tatum Ranch Drive, Cave Creek, AZ 85331	CLP Southwest Golf, LLC
The Legend at Arrowhead	21027 N 67th Ave., Glendale, AZ 85308	CLP Southwest Golf, LLC
Valencia Country Club	27330 N. Tourney Rd., Valencia, CA 91355	CLP Valencia Golf, LLC
Arrowhead Golf Course	10850 W. Sundown Trail, Littleton, CO 80125	CLP West Golf, LLC

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

1

Weston Hills Country Club	2600 Country Club Way, Weston, FL 33332	CLP Weston Hills Golf , LLC
Eagle Brook Country Club	2288 Fargo Blvd. Geneva, IL 60134	CLP North Golf, LLC
Ruffled Feathers Golf Course	1 Pete Dye Drive, Lemont, IL 60439	CLP North Golf, LLC
Tamarack Golf Club	24032 Royal Worlington Dr., Naperville, IL 60564	CLP North Golf, LLC
Deer Creek Golf Club	7000 W. 133rd Street Overland Park, KS 66209	CLP Midwest Golf, LLC
TallGrass Country Club	2400 North Tallgrass, Wichita, KS 67226	CLP Midwest Golf, LLC
Hunt Valley Golf Club	14101 Phoenix Road, Phoenix, MD 21131	CLP Mideast Golf, LLC
Links at Challedon	6166 Challedon Circle, Mount Airy, Maryland	CLP Traditional Golf I, LLC
Montgomery Country Club	6550 Laytonsville Road, Laytonsville, MD	CLP Traditional Golf I, LLC
Majestic Oaks Golf Club	701 Bunker Lake Blvd, Ham Lake, MN 55304	CLP North Golf, LLC
Painted Desert Golf Club	555 Painted Mirage Road, Las Vegas, NV 89149	CLP West Golf, LLC
Fox Meadow Country Club	4260 Fox Meadow Drive, Medina, OH 44256	CLP Fox Meadow Golf, LLC
Signature of Solon Golf Club	39000 Signature Drive, Solon, OH 44139	CLP Signature of Solon Golf, LLC

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

2

Weymouth Country Club	3946 Weymouth Rd, Medina, OH 44256	CLP Weymouth Golf, LLC
Meadowbrook Country Club	9300 E. 81st Street, Tulsa, OK 74133	CLP Midwest Golf, LLC
Palmetto Hall Plantation Golf Course	108 Fort Howell Drive, Hilton Head, SC 29926	CLP Palmetto Golf, LLC
Canyon Springs Golf Club	24405 Wilderness Oak, San Antonio, TX 78260	CLP Canyon Springs Golf, LLC
LakeRidge Country Club	8802 Vicksburg, Lubbock, TX 79424	CLP Lakeridge Golf, LLC
Plantation Golf Club	4701 Plantation Lane, Frisco, TX 75035	CLP Plantation Golf, LLC
The Golf Club at Cinco Ranch	23030 Cinco Ranch Blvd, Katy, TX 77450	CLP Cinco Ranch Golf, LLC
The Golf Club at Fossil Creek	3401 Clubgate Dr., Ft. Worth, TX 76137	CLP Fossil Creek Golf, LLC
Kiskiack Golf Club	8104 Club Drive & 8250 Croak Road, Williamsburg, VA 23188	CLP Traditional Golf I, LLC
The Crossings Golf Club	800 Virginia Center Pkwy, Glen Allen, VA 23059	CLP Traditional Golf I, LLC
The Tradition Golf Club at Broad Bay	2120 Lords Landing, Virginia Beach, VA 23454	CLP Broad Bay Golf, LLC

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

3

EXHIBIT B

CLP Groundlease Properties

Name of Golf Course	Address	Seller	Ground Lessor and Ground Leases
Cowboys Golf Club	1600 Fairway Drive, Grapevine, TX 76051	Grapevine Golf Club, L.P.	a. Sublease with City of Grapevine, Texas dated September 21, 1999, as derived from the Lease between the Secretary of the Army and City of Grapevine, Texas dated March 18, 1994 b. Lease between City of Grapevine, Texas to Seller dated September 21, 1999
Lake Park Golf Course	6 Lake Park Road, Lewisville, TX 75057	CLP Lake Park Golf, LLC	Sub-Concession Agreement with City of Lewisville, Texas dated August 28, 2000, as derived from the Concession Agreement between the Secretary of the army and City of Lewisville, Texas dated April 27, 2000
David L. Baker Golf Course	10410 Edinger Ave., Fountain Valley, CA 92708	CLP Leasehold Golf, LLC	Concession Agreement with the Orange County Harbors, Beaches and Parks District dated April 30, 1987
Stonecreek Golf Club	4435 E. Paradise Village Parkway South, Phoenix, AZ 85032	CLP Southwest Golf, LLC	Lease Agreement with EC-Milano Terrace, L.L.C. dated November 19, 1981

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

1

Las Vegas Municipal Golf Course	4300 W. Washington Avenue, Las Vegas, NV 89101	CLP Las Vegas Golf, LLC	Golf Course Management Agreement with City of Las Vegas dated November 8, 1980
Clear Creek Golf Course	3902 Fellows Road, Houston, TX 77047	CLP Clear Creek Golf, LLC	Concession Agreement with Harris County, Texas dated February 18, 1986
Mansfield National Golf Club	3750 National Parkway, Mansfield, TX 76063	CLP Mansfield Golf, LLC	Lease Agreement with Mansfield Park Facilities Development Corporation dated July 13, 1999
Bear Creek Golf Club	3500 Bear Creek Court, Dallas, TX 75261	CLP Bear Creek Golf, LLC	Lease Agreement with Dallas/Fort Worth International Airport Board dated October 23, 1986
Micke Grove Golf Links	11401 N. Micke Grove Rd., Lodi, CA 95240	CLP Leasehold Golf, LLC	Sublease between American Golf Corporation and Seller dated December 19, 2007, as derived from Lease between County of San Joaquin and American Golf Corporation dated July 18, 1989
Meadowlark Golf Course	16782 Graham Street, Huntington Beach, CA 92649	CLP Meadowlark Golf, LLC	Sublease between American Golf Corporation and Seller dated April 17, 2008, as derived from Lease between City of Huntington Beach and American Golf Corporation dated July 6, 1992

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

2

Forest Park Golf Course	6141 Lagoon Drive, St. Louis, MO 63112	CLP Leasehold Golf, LLC	Lease Agreement with The City of St. Louis, Missouri dated August 31, 2000
Shandin Hills Golf Club	3380 Little Mountain Drive, San Bernardino, CA	CLP Leasehold Golf, LLC	Lease Agreement with The San Bernardino Economic Development Corporation dated January 1, 1985

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

3

EXHIBIT B-1

Required Consents and Estoppel Certificate Parties

Property Name	Required Consents and Estoppel Certificate Parties
Stonecreek Golf Club	Estoppel from EC-Milano Terrace, L.L.C. (no consent is required)
Micke Grove Golf Links	a. Consent and Estoppel from County of San Joaquin (master lease) b. Consent and Estoppel from American Golf Corporation (sublease)
Shandin Hills Golf Club	Consent and Estoppel from Redevelopment Agency of the City of San Bernardino, California
David L. Baker Golf Course	Consent and Estoppel from County of Orange, State of California
Meadowlark Golf Course	a. Consent and Estoppel from The City of Huntington Beach, California (master lease) b. Consent and Estoppel from American Golf Corporation (sublease)
Forest Park Golf Course	Consent and Estoppel from The City of Saint Louis, Missouri
Las Vegas Golf Course	Consent and Estoppel from City of Las Vegas, Nevada
Bear Creek Golf Club	Consent and Estoppel from Dallas-Ft. Worth Int’l Airport Board
Mansfield National Golf Course	Consent and Estoppel from Mansfield Park Facilities Development Corporation
Clear Creek Golf Course	Consent and Estoppel from Harris County, Texas
Lake Park Golf Course	a. Consent from Army Corp of Engineers (master concession agreement) b. Consent and Estoppel from City of Lewisville, Texas (subconcession agreement)
Cowboys Golf Club	a. Consent from Army Corp of Engineers (master lease) b. Consent and Estoppel from City of Grapevine, Texas (sublease) c. Consent and Estoppel from City of Grapevine, Texas (direct lease)

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

1

EXHIBIT C

CLP Leased Properties and CLP Managed Properties

CLP Leased Properties

Name of Golf Course	Address	Seller	Tenant (italics if subject to Master Management Agreement)
Ancala Country Club	11700 East Via Linda, Scottsdale, AZ 85259	CLP Southwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Arrowhead Country Club	19888 N. 73rd Avenue, Glendale, AZ 85308	CLP Southwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Continental Golf Course	7920 E. Osborn Rd. Scottsdale, AZ 85251	CLP Southwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Kokopelli Golf Course	1800 W. Guadelupe Road, Gilbert, AZ 85233	CLP Southwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
London Bridge Golf Course	2400 Clubhouse Drive, Lake Havasu City, AZ 86406	CLP Southwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Mesa del Sol Golf Club	12213 Calle Del Cid, Yuma, AZ 85367	CLP Mesa Del Sol Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Stonecreek Golf Club	4435 E. Paradise Village Parkway South, Phoenix, AZ 85032	CLP Southwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Superstition Springs Golf Club	6542 East Baseline Rd, Mesa, AZ 85206	CLP Southwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
The Legend at Arrowhead	21027 N 67th Ave., Glendale, AZ 85308	CLP Southwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Valencia Country Club	27330 N. Tourney Rd., Valencia, CA 91355	CLP Valencia Golf, LLC	PCMV, LLC [Fore Golf Affiliate]
Arrowhead Golf Course	10850 W. Sundown Trail, Littleton, CO 80125	CLP West Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Weston Hills Country Club	2600 Country Club Way, Weston, FL 33332	CLP Weston Hills Golf, LLC	CGP Weston Hills Manager, LLC
Eagle Brook Country Club	2288 Fargo Blvd. Geneva, IL 60134	CLP North Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Ruffled Feathers Golf Course	1 Pete Dye Drive, Lemont, IL 60439	CLP North Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Tamarack Golf Club	24032 Royal Worlington Dr., Naperville, IL 60564	CLP North Golf, LLC	Evergreen Alliance Golf Limited, L.P.

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

1

Deer Creek Golf Club	7000 W. 133rd Street Overland Park, KS 66209	CLP Midwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
TallGrass Country Club	2400 North Tallgrass, Wichita, KS 67226	CLP Midwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Hunt Valley Golf Club	14101 Phoenix Road, Phoenix, MD 21131	CLP Mideast Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Majestic Oaks Golf Club	701 Bunker Lake Blvd, Ham Lake, MN 55304	CLP North Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Forest Park Golf Course	6141 Lagoon Drive, St. Louis, MO 63112	CLP Leasehold Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Fox Meadow Country Club	4260 Fox Meadow Drive, Medina, OH 44256	CLP Fox Meadow Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Signature of Solon Golf Club	39000 Signature Drive, Solon, OH 44139	CLP Signature of Solon Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Weymouth Country Club	3946 Weymouth Rd, Medina, OH 44256	CLP Weymouth Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Meadowbrook Country Club	9300 E. 81st Street, Tulsa, OK 74133	CLP Midwest Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Palmetto Hall Plantation Golf Course	108 Fort Howell Drive, Hilton Head, SC 29926	CLP Palmetto Golf, LLC	Heritage Golf PH, LLC
Bear Creek Golf Club	3500 Bear Creek Court, Dallas, TX 75261	CLP Bear Creek Golf, LLC	Sublease with DFW Airport Golf, LLC
Canyon Springs Golf Club	24405 Wilderness Oak, San Antonio, TX 78260	CLP Canyon Springs Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Clear Creek Golf Course	3902 Fellows Road, Houston, TX 77047	CLP Clear Creek Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Cowboys Golf Club	1600 Fairway Drive, Grapevine, TX 76051	Grapevine Golf Club, L.P.	Evergreen Alliance Golf Limited, L.P.
Lake Park Golf Course	6 Lake Park Road, Lewisville, TX 75057	CLP Lake Park Golf, LLC	Evergreen Alliance Golf Limited, L.P.
LakeRidge Country Club	8802 Vicksburg, Lubbock, TX 79424	CLP Lakeridge Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Mansfield National Golf Club	3750 National Parkway, Mansfield, TX 76063	CLP Mansfield Golf, LLC	Evergreen Alliance Golf Limited, L.P.
Plantation Golf Club	4701 Plantation Lane, Frisco, TX 75035	CLP Plantation Golf, LLC	Evergreen Alliance Golf Limited, L.P.
The Golf Club at Cinco Ranch	23030 Cinco Ranch Blvd, Katy, TX 77450	CLP Cinco Ranch Golf, LLC	Evergreen Alliance Golf Limited, L.P.
The Golf Club at Fossil Creek	3401 Clubgate Dr., Ft. Worth, TX 76137	CLP Fossil Creek Golf, LLC	Evergreen Alliance Golf Limited, L.P.

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

2

CLP Managed Properties

Name of Golf Course	Address	Seller	Management Company
Raven Phoenix Golf Club	3636 E. Baseline Rd., Phoenix, AZ 85042	CLP South Mountain Golf, LLC	OB Sports Golf Management (PHX), LLC
Tatum Ranch Golf Club	29888 N. Tatum Ranch Drive, Cave Creek, AZ 85331	CLP Southwest Golf, LLC	OB Sports Golf Management (Tatum), LLC
David L. Baker Golf Course	10410 Edinger Ave., Fountain Valley, CA 92708	CLP Leasehold Golf, LLC	Fore Golf Management, LLC
Meadowlark Golf Course	16782 Graham Street, Huntington Beach, CA 92649	CLP Meadowlark Golf, LLC	Fore Golf Management, LLC
Micke Grove Golf Links	11401 N. Micke Grove Rd., Lodi, CA 95240	CLP Leasehold Golf, LLC	Fore Golf Management, LLC
Shandin Hills Golf Club	3380 Little Mountain Drive, San Bernardino, CA	CLP Leasehold Golf, LLC	Fore Golf Management, LLC
Links at Challedon	6166 Challedon Circle, Mount Airy, Maryland	CLP Traditional Golf I, LLC	Challedon Golf Management, LLC (Casper)
Montgomery Country Club	6550 Laytonsville Road, Laytonsville, MD	CLP Traditional Golf I, LLC	Montgomery CC Golf Management, LLC (Casper)
Las Vegas Municipal Golf Course	4300 W. Washington Avenue, Las Vegas, NV 89101	CLP Las Vegas Golf, LLC	OB Sports Golf Management (LV) LLC
Painted Desert Golf Club	555 Painted Mirage Road, Las Vegas, NV 89149	CLP West Golf, LLC	OB Sports Golf Management (PD) LLC
Kiskiack Golf Club	8104 Club Drive & 8250 Croak Road, Williamsburg, VA 23188	CLP Traditional Golf I, LLC	Kiskiack Golf Management, LLC (Casper)
The Crossings Golf Club	800 Virginia Center Pkwy, Glen Allen, VA 23059	CLP Traditional Golf I, LLC	Crossings Golf Management, LLC (Casper)
The Tradition Golf Club at Broad Bay	2120 Lords Landing, Virginia Beach, VA 23454	CLP Broad Bay Golf, LLC	Broad Bay Golf Management, LLC (Casper)

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

3

EXHIBIT D

XXXXXXXXXX

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit E-1 - Bringdown Certificate as to Sellers

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit E-2 – Bringdown Certificate as to Buyer

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit F - Form of Ground Lease Assignments

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit G - Form of Ground Lease Estoppels

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit H - Form of Tenant Lease Estoppels

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit I - Form of Bill of Sale

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit J - Form of Goods and Inventory Bill of Sale

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit K - Form of Quitclaim Bills of Sale

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit L - Form of Assignment of Contracts

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit M-1 - Form of Assignment of Membership Documents

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit M-2 - Form of Partial Assignment of Rights Against Trusts (Tatum Ranch)

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit N - Form of Assignment of Water Documents

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit O - Form of Assignment of Lease

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit P - Form of Assignment of Management Agreement

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit Q - Form of Non-Foreign Status Affidavit

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit R - Form of Post-Closing Services Agreement

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit S-1 - Form of Manager Estoppels

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Exhibit S-2 - Form of Manager Estoppel for the Master Management Agreement

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 2.1(a) - List of Contracts

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 2.1(e) - List of Private Clubs

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 3.7(a) - Equipment Leases; Leased Equipment

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 5.2(b) - XXXXXXXXXX

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 5.3(b) - XXXXXXXXXX

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 5.3(d) - XXXXXXXXXX

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 6.2(j) - Water Documents

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 6.4 - Customary Closing Cost Allocations

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 7.1 - Seller Curative Items

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 9.4(a) - Liquor Licenses in Name of Seller(s)

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(f) - Management Contracts

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(g) - Leases

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(i) - Zoning/Permitted Use Proceedings

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(j) – Litigation

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(m) - Condemnation Proceedings

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(q) - Restrictions on Names, Trademarks or Logos

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(r) - CLP Managed Properties Membership Documents

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(u) - Bookings for CLP Managed Properties

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(v)(A) – XXXXXXXXXX

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(v)(B) - XXXXXXXXXX

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(v)(D) - XXXXXXXXXX

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 10.1(v)(E) - XXXXXXXXXX

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 13.2(d) - XXXXXXXXXX

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

Schedule 19.13 - Buyer Assignees

[Omitted as not necessary to an understanding of the Agreement]

Confidential Treatment Requested by CNL Lifestyle Properties, Inc.

EX-31.1

EXHIBIT 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

I, Stephen H. Mauldin certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 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.

	By:	/s/ Stephen H. Mauldin
Date: August 13, 2014		STEPHEN H. MAULDIN
		President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 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

I, Joseph T. Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 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.

	By:	/s/ Joseph T. Johnson
Date: August 13, 2014		JOSEPH T. JOHNSON
		Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of CNL Lifestyle Properties, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2014, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen H. Mauldin, Chief Executive Officer and Joseph T. Johnson, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 13, 2014	By:	/s/ Stephen H. Mauldin
		Stephen H. Mauldin
		President and Chief Executive Officer
Date: August 13, 2014	By:	/s/ Joseph T. Johnson
		Joseph T. Johnson
		Senior Vice President, Chief Financial Officer and Treasurer

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Summary of Income or Loss from Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 21,696		$ 20,720		$ 39,454		$ 38,149
Expenses	(10,940)		(11,494)		(20,236)		(21,188)
Impairment provision	(1,150)				(4,464)
Depreciation and amortization			(7,796)		(4,925)		(15,221)
Operating income	9,606		1,430		9,829		1,740
Gain (loss) from sale of properties	(73)		2,080		(70)		2,083
Gain on extinguishment of debt	2,603	[1]			2,603	[1]
Other expense	(4,200)	[2]	(2,024)	[2]	(6,034)	[2]	(3,978)	[2]
Income (loss) from discontinued operations	$ 7,936		$ 1,486		$ 6,328		$ (155)

[1] In June 2014, the Company completed the sale of its multi-family residential property and used the net sales proceeds to retire the corresponding loan which resulted in a gain on extinguishment of debt.

[2] Amounts include amortization of loss and loss on termination of cash flow hedge of approximately $2.6 million and $3.0 million for the quarter and six months ended June 30, 2014, respectively. In addition, amounts include amortization of loss on termination of cash flow hedge of approximately $0.4 million and $0.8 million for the quarter and six months ended June 30, 2013, respectively. See Note 9. "Derivative Instruments and Hedging Activities" for additional information.

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Amounts Due to Affiliates for Fees and Expenses (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Related Party Transaction [Line Items]
Due to affiliates	$ 567	$ 1,025
Operating expenses
Related Party Transaction [Line Items]
Due to affiliates	558	671
Acquisition fees and expenses
Related Party Transaction [Line Items]
Due to affiliates	$ 9	$ 354

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Derivative Financial Instruments Included in Other Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014		Dec. 31, 2013
Derivative [Line Items]
Net Amount	$ (1,304)		$ (3,694)
Interest Rate Swap | Derivative Instrument 1 | Cash Flow Hedges
Derivative [Line Items]
Notional amount of Cash Flow Hedges			61,042
Gross Amounts of Recognized Liabilities			(1,748)
Gross Amounts Offset in the Balance Sheets
Net Amounts of Liabilities Presented in the Balance Sheets			(1,748)
Gross Amounts Not Offset in the Balance Sheet, Financial Instruments			(1,748)
Gross Amounts Not Offset in the Balance Sheet, Cash Collateral
Net Amount			(1,748)
Interest Rate Swap | Derivative Instrument 2 | Cash Flow Hedges
Derivative [Line Items]
Notional amount of Cash Flow Hedges	8,577		8,746
Gross Amounts of Recognized Liabilities	(776)		(743)
Gross Amounts Offset in the Balance Sheets
Net Amounts of Liabilities Presented in the Balance Sheets	(776)		(743)
Gross Amounts Not Offset in the Balance Sheet, Financial Instruments	(776)		(743)
Gross Amounts Not Offset in the Balance Sheet, Cash Collateral
Net Amount	(776)		(743)
Interest Rate Swap | Derivative Instrument 3 | Cash Flow Hedges
Derivative [Line Items]
Notional amount of Cash Flow Hedges	16,352	[1]	16,603	[1]
Gross Amounts of Recognized Liabilities	(109)		(233)
Gross Amounts Offset in the Balance Sheets
Net Amounts of Liabilities Presented in the Balance Sheets	(109)		(233)
Gross Amounts Not Offset in the Balance Sheet, Financial Instruments	(109)		(233)
Gross Amounts Not Offset in the Balance Sheet, Cash Collateral
Net Amount	(109)		(233)
Interest Rate Swap | Derivative Instrument 4 | Cash Flow Hedges
Derivative [Line Items]
Notional amount of Cash Flow Hedges	15,000		15,450
Gross Amounts of Recognized Liabilities	(419)		(524)
Gross Amounts Offset in the Balance Sheets
Net Amounts of Liabilities Presented in the Balance Sheets	(419)		(524)
Gross Amounts Not Offset in the Balance Sheet, Financial Instruments	(419)		(524)
Gross Amounts Not Offset in the Balance Sheet, Cash Collateral
Net Amount	(419)		(524)
Interest Rate Swap | Derivative Instrument 5 | Cash Flow Hedges
Derivative [Line Items]
Notional amount of Cash Flow Hedges			24,811
Gross Amounts of Recognized Liabilities			(446)
Gross Amounts Offset in the Balance Sheets
Net Amounts of Liabilities Presented in the Balance Sheets			(446)
Gross Amounts Not Offset in the Balance Sheet, Financial Instruments			(446)
Gross Amounts Not Offset in the Balance Sheet, Cash Collateral
Net Amount			$ (446)

[1] 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 0.94 Canadian dollars for $1.00 U.S. dollar on June 30, 2014 and December 31, 2013.

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Stockholders' Equity - Additional Information (Detail) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	6 Months Ended	12 Months Ended			6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Mar. 31, 2014 Minimum	Mar. 31, 2014 Maximum	Jun. 30, 2014 Reinvestment Plan
Stockholders Equity Note [Line Items]
Offering proceeds					$ 27.2
Shares subscribed, shares					4,000
Declared and paid distributions	68.7
Declared and paid distributions, per share	$ 0.2126	$ 0.4252
Aggregate amount of funds under the redemption plan, Quarterly cap	$ 3.0
Estimated net asset value per share		$ 6.85
Percentage of shares that may be redeemed			92.50%	100.00%

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Indebtedness - Additional Information (Detail) (USD $)	1 Months Ended	6 Months Ended
	Jun. 30, 2014 Property	Jun. 30, 2014 Property	Jun. 30, 2013 Property	Dec. 31, 2013
Debt Instrument [Line Items]
Aggregate outstanding principal balance on two of the existing loans	$ 84,700,000	$ 84,700,000
Number of properties acquired	3	4	1
Line of credit	152,500,000	152,500,000		50,000,000
Principal payments on loans and notes		100,145,000	10,260,000
Maximum
Debt Instrument [Line Items]
Cash distribution from operations		95.00%
Variable Rate Debt
Debt Instrument [Line Items]
Debt instrument,issued	40,000,000	40,000,000
Collateral		Six ski and mountain lifestyle properties
Debt instrument, maturity date		2017-04
Debt instrument, interest rate terms		30-day LIBOR plus 3.50% with a 1.50% LIBOR floor
Debt instrument, interest rate basis point above reference rate		3.50%
Variable Rate Debt | LIBOR
Debt Instrument [Line Items]
Debt instrument, floor rate		1.50%
Bridge Loan
Debt Instrument [Line Items]
Debt instrument, extension fee	0.25%
Principal payments on loans and notes	7,000,000
Debt instrument, outstanding principal	105,000,000	105,000,000
Bridge Loan | Debt Instrument Original Maturity Term
Debt Instrument [Line Items]
Maturity date	Jun. 30, 2014
Bridge Loan | Extended Maturity
Debt Instrument [Line Items]
Maturity date	Dec. 20, 2014
Carrying (Reported) Amount, Fair Value Disclosure
Debt Instrument [Line Items]
Estimated fair values of mortgages, other notes payable and line of credit	860,300,000	860,300,000		803,700,000
Estimated fair values of Senior notes	$ 417,400,000	$ 417,400,000		$ 410,400,000

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Organization and Nature of Business - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2014
Organization And Nature Of Business [Line Items]
Number of real estate properties	148
Unconsolidated Joint Ventures
Organization And Nature Of Business [Line Items]
Number of real estate properties	8
Canada
Organization And Nature Of Business [Line Items]
Number of real estate properties	3
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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Consolidating Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Assets
Real estate investment properties, net	$ 1,804,898	$ 2,068,973
Assets held for sale, net	328,277	90,794
Investments in unconsolidated entities	130,099	132,324
Cash	121,301	71,574	90,572	73,224
Mortgages and other notes receivable, net	104,572	117,963
Deferred rent and lease incentives	60,715	57,378
Restricted cash	55,740	51,335
Other assets	52,976	52,310
Intangibles, net	25,937	36,922
Accounts and other receivables, net	25,054	21,080
Total Assets	2,709,569	2,700,653
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable	708,029	760,192
Senior notes, net of discount	394,587	394,419
Line of credit	152,500	50,000
Other liabilities	94,359	76,816
Accounts payable and accrued expenses	63,390	49,823
Due to affiliates	567	1,025
Total Liabilities	1,413,432	1,332,275
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value per share	0	0
Excess shares, $.01 par value per share
Common stock, $.01 par value per share	3,257	3,226
Capital in excess of par value	2,867,433	2,846,265
Accumulated earnings (deficit)	(430,843)	(401,985)
Accumulated distributions	(1,142,142)	(1,073,422)
Accumulated other comprehensive loss	(1,568)	(5,706)
Total Stockholders' Equity	1,296,137	1,368,378		1,711,431
Total Liabilities and Stockholders' Equity	2,709,569	2,700,653
Issuer
Assets
Investments in subsidiaries	1,629,289	1,726,328
Cash	60,725	37,668	35,552	39,219
Restricted cash	68	33
Other assets	12,007	11,355
Total Assets	1,702,089	1,775,384
LIABILITIES AND STOCKHOLDERS' EQUITY
Senior notes, net of discount	394,587	394,419
Accounts payable and accrued expenses	10,844	11,584
Due to affiliates	521	1,003
Total Liabilities	405,952	407,006
Commitments and contingencies
Stockholders' equity:
Excess shares, $.01 par value per share
Common stock, $.01 par value per share	3,257	3,226
Capital in excess of par value	2,867,433	2,846,265
Accumulated earnings (deficit)	(430,843)	(401,985)
Accumulated distributions	(1,142,142)	(1,073,422)
Accumulated other comprehensive loss	(1,568)	(5,706)
Total Stockholders' Equity	1,296,137	1,368,378
Total Liabilities and Stockholders' Equity	1,702,089	1,775,384
Guarantor Subsidiaries
Assets
Real estate investment properties, net	536,361	846,914
Assets held for sale, net	322,346	6,106
Investments in unconsolidated entities	130,099	132,324
Investments in subsidiaries	1,310,315	1,150,443
Cash	32,188	15,671	24,341	14,125
Mortgages and other notes receivable, net	49,130	45,947
Deferred rent and lease incentives	29,669	29,839
Restricted cash	26,668	26,595
Other assets	21,560	15,829
Intangibles, net	9,358	18,094
Accounts and other receivables, net	8,987	12,241
Total Assets	2,476,681	2,300,003
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable	280,012	246,295
Line of credit	152,500	50,000
Other liabilities	42,925	33,447
Accounts payable and accrued expenses	25,197	13,526
Due to affiliates	23	8
Total Liabilities	500,657	343,276
Commitments and contingencies
Stockholders' equity:
Excess shares, $.01 par value per share
Capital in excess of par value	6,361,641	6,027,607
Accumulated earnings (deficit)	85,373	58,777
Accumulated distributions	(4,470,990)	(4,129,657)
Total Stockholders' Equity	1,976,024	1,956,727
Total Liabilities and Stockholders' Equity	2,476,681	2,300,003
Non-Guarantor Subsidiaries
Assets
Real estate investment properties, net	1,268,537	1,222,059
Assets held for sale, net	5,931	84,688
Investments in subsidiaries	1,885,233	1,865,714
Cash	28,388	18,235	30,679	19,880
Mortgages and other notes receivable, net	101,135	114,469
Deferred rent and lease incentives	31,046	27,539
Restricted cash	29,004	24,707
Other assets	19,409	25,126
Intangibles, net	16,579	18,828
Accounts and other receivables, net	16,067	8,839
Total Assets	3,401,329	3,410,204
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable	472,640	555,433
Other liabilities	51,434	43,369
Accounts payable and accrued expenses	28,419	25,630
Due to affiliates	23	14
Total Liabilities	552,516	624,446
Commitments and contingencies
Stockholders' equity:
Excess shares, $.01 par value per share
Capital in excess of par value	8,951,600	8,700,131
Accumulated earnings (deficit)	37,656	9,853
Accumulated distributions	(6,138,875)	(5,918,520)
Accumulated other comprehensive loss	(1,568)	(5,706)
Total Stockholders' Equity	2,848,813	2,785,758
Total Liabilities and Stockholders' Equity	3,401,329	3,410,204
Consolidating Adjustments
Assets
Investments in subsidiaries	(4,824,837)	(4,742,485)
Mortgages and other notes receivable, net	(45,693)	(42,453)
Total Assets	(4,870,530)	(4,784,938)
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable	(44,623)	(41,536)
Accounts payable and accrued expenses	(1,070)	(917)
Total Liabilities	(45,693)	(42,453)
Commitments and contingencies
Stockholders' equity:
Excess shares, $.01 par value per share
Capital in excess of par value	(15,313,241)	(14,727,738)
Accumulated earnings (deficit)	(123,029)	(68,630)
Accumulated distributions	10,609,865	10,048,177
Accumulated other comprehensive loss	1,568	5,706
Total Stockholders' Equity	(4,824,837)	(4,742,485)
Total Liabilities and Stockholders' Equity	$ (4,870,530)	$ (4,784,938)

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Real Estate Investment Properties, net (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Real Estate Investment Properties

As of June 30, 2014 and December 31, 2013, real estate investment properties consisted of the following (in thousands):

	June 30, 2014			December 31, 2013
Land and land improvements	$	641,749		$	904,409
Leasehold interests and improvements		274,145			311,560
Buildings		873,395			926,098
Equipment		657,793			692,854
Less: accumulated depreciation and amortization		(642,184	)		(765,948	)
	$	1,804,898		$	2,068,973

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Fair Value Measurements - Additional Information (Detail)			6 Months Ended
	Jun. 30, 2014 Property	Dec. 31, 2013 Property	Jun. 30, 2014 Level 3 Property
Fair Value Measurements Disclosure [Line Items]
Number of investment properties Held for Sale	52	5	52
Number of investment properties		48
Assets held for sale, fair value determined based upon information received from potential buyers, percentage			100.00%

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Aggregate Carrying Amount and Major Classifications of Consolidated Assets and Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Assets
Real estate investment properties, net	$ 180,196	$ 184,306
Other assets	27,740	29,075
Liabilities
Mortgages and other notes payable	68,369	87,095
Other liabilities	$ 15,043	$ 13,214

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Assets Held for Sale, Net and Discontinued Operations - Additional Information (Detail) (USD $)	6 Months Ended				1 Months Ended
	Jun. 30, 2014 Property	Jun. 30, 2013	Dec. 31, 2013 Property	Mar. 31, 2014 Golf Facilities Property	Jun. 30, 2014 Multi Family Residential Property
Assets Held for Sale and Discontinued Operations [Line Items]
Number of properties held for sell	52		5	48
Net sales proceeds from sale of properties	$ (73,453,000)	$ (11,275,000)			$ 73,500,000
Gain or loss on sale of properties					$ (100,000)
Number of properties sold					1

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Related Party Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified			6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Monthly	Jun. 30, 2014 Annually
Related Party Transaction [Line Items]
Asset management fee as a percentage of real estate asset value			0.075%	0.90%
Deposits at bank	$ 13.8	$ 8.6

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Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating activities:
Net cash provided by (used in) operating activities	$ 76,757	$ 82,165
Investing activities:
Acquisition and deposits on real estate investments	(53,050)	(22,000)
Capital expenditures	(44,065)	(38,764)
Proceeds from sale of properties	73,453	11,275
Proceeds from release of collateral on loan payable		11,167
Principal payments received on mortgage loans receivable	2,374	4,208
Changes in restricted cash	(4,434)	(11,527)
Other	(450)	(1,065)
Net cash provided by (used in) investing activities	(26,172)	(46,706)
Financing activities:
Redemptions of common stock	(5,977)	(5,995)
Distributions to stockholders, net of distribution reinvestments	(41,544)	(39,982)
Proceeds under line of credit	102,500	50,000
Proceeds from mortgage loans and other notes payable	50,702	30,000
Principal payments on line of credit		(40,000)
Principal payments on mortgage loans and senior notes	(100,145)	(10,260)
Principal payments on capital leases	(2,342)	(1,052)
Payment of entrance fee refunds	(1,257)
Payment of loan costs	(2,884)	(749)
Net cash provided by (used in) financing activities	(947)	(18,038)
Effect of exchange rate fluctuation on cash	89	(73)
Net increase (decrease) in cash	49,727	17,348
Cash at beginning of period	71,574	73,224
Cash at end of period	121,301	90,572
Issuer
Operating activities:
Net cash provided by (used in) operating activities	(42,915)	(41,714)
Investing activities:
Changes in restricted cash	(35)	36
Other	(494)	(750)
Intercompany investing	114,022	84,738
Net cash provided by (used in) investing activities	113,493	84,024
Financing activities:
Redemptions of common stock	(5,977)	(5,995)
Distributions to stockholders, net of distribution reinvestments	(41,544)	(39,982)
Net cash provided by (used in) financing activities	(47,521)	(45,977)
Net increase (decrease) in cash	23,057	(3,667)
Cash at beginning of period	37,668	39,219
Cash at end of period	60,725	35,552
Guarantor Subsidiaries
Operating activities:
Net cash provided by (used in) operating activities	58,571	66,180
Investing activities:
Capital expenditures	(19,768)	(16,359)
Proceeds from sale of properties		11,600
Principal payments received on mortgage loans receivable	29	23
Changes in restricted cash	(73)	(6,271)
Other	7
Net cash provided by (used in) investing activities	(19,805)	(11,007)
Financing activities:
Proceeds under line of credit	102,500	50,000
Proceeds from mortgage loans and other notes payable	40,000
Principal payments on line of credit		(40,000)
Principal payments on mortgage loans and senior notes	(2,775)	(5,930)
Principal payments on capital leases	(1,722)	(264)
Payment of loan costs	(2,348)
Intercompany financing	(157,904)	(48,763)
Net cash provided by (used in) financing activities	(22,249)	(44,957)
Net increase (decrease) in cash	16,517	10,216
Cash at beginning of period	15,671	14,125
Cash at end of period	32,188	24,341
Non-Guarantor Subsidiaries
Operating activities:
Net cash provided by (used in) operating activities	61,101	57,699
Investing activities:
Acquisition and deposits on real estate investments	(53,050)	(22,000)
Capital expenditures	(24,297)	(22,405)
Proceeds from sale of properties	73,453	(325)
Proceeds from release of collateral on loan payable		11,167
Principal payments received on mortgage loans receivable	2,345	4,185
Changes in restricted cash	(4,326)	(5,292)
Other	37	(315)
Net cash provided by (used in) investing activities	(5,838)	(34,985)
Financing activities:
Proceeds from mortgage loans and other notes payable	10,702	30,000
Principal payments on mortgage loans and senior notes	(97,370)	(4,330)
Principal payments on capital leases	(620)	(788)
Payment of entrance fee refunds	(1,257)
Payment of loan costs	(536)	(749)
Intercompany financing	43,882	(35,975)
Net cash provided by (used in) financing activities	(45,199)	(11,842)
Effect of exchange rate fluctuation on cash	89	(73)
Net increase (decrease) in cash	10,153	10,799
Cash at beginning of period	18,235	19,880
Cash at end of period	28,388	30,679
Consolidating Adjustments
Investing activities:
Intercompany investing	(114,022)	(84,738)
Net cash provided by (used in) investing activities	(114,022)	(84,738)
Financing activities:
Intercompany financing	114,022	84,738
Net cash provided by (used in) financing activities	$ 114,022	$ 84,738

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Derivative Instruments and Hedging Activities - Additional Information (Detail) (Interest Rate Swap, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Derivative	Jun. 30, 2014 Derivative
Derivative [Line Items]
Number of interest rate swaps	5
Number of interest rate swaps terminated		2
Number of interest rate swaps		3
Terminated Interest Rate Contracts
Derivative [Line Items]
Notional amount of Cash Flow Hedges		$ 84,700

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating activities:
Net cash provided by operating activities	$ 76,757	$ 82,165
Investing activities:
Acquistion of properties	(53,050)	(22,000)
Capital expenditures	(44,065)	(38,764)
Proceeds from sale of properties	73,453	11,275
Proceeds from release of collateral on loan payable		11,167
Principal payments received on mortgage loans receivable	2,374	4,208
Changes in restricted cash	(4,434)	(11,527)
Other	(450)	(1,065)
Net cash provided by (used in) investing activities	(26,172)	(46,706)
Financing activities:
Redemptions of common stock	(5,977)	(5,995)
Distributions to stockholders, net of distribution reinvestments	(41,544)	(39,982)
Proceeds under line of credit	102,500	50,000
Proceeds from mortgage loans and other notes payable	50,702	30,000
Principal payments on line of credit		(40,000)
Principal payments on mortgage loans and senior notes	(100,145)	(10,260)
Principal payments on capital leases	(2,342)	(1,052)
Payments of entrance fee refunds	(1,257)
Payment of loan costs	(2,884)	(749)
Net cash provided by (used in) financing activities	(947)	(18,038)
Effect of exchange rate fluctuations on cash	89	(73)
Net increase in cash	49,727	17,348
Cash at beginning of period	71,574	73,224
Cash at end of period	121,301	90,572
Supplemental disclosure of non-cash investing activities:
Assumption of entrance fee liabilities		$ 13,800

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Summary of Financial Information of Unconsolidated Entities (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Schedule of Unconsolidated Entities [Line Items]
Revenues	$ 124,778		$ 113,377		$ 222,433		$ 203,069
Property operating expenses	(70,096)		(66,134)		(121,100)		(113,386)
Depreciation and amortization	(31,098)		(28,837)		(63,032)		(57,595)
Income (loss) from continuing operations	(16,441)		(56,691)		(35,186)		(78,349)
Discontinued operations	7,936		1,486		6,328		(155)
Equity in earnings (loss) of unconsolidated entities	(526)		6,159		3,773		5,036
Interest and other income (expense)	89		71		91		397
DMC Partnership
Schedule of Unconsolidated Entities [Line Items]
Revenues	6,869		6,870		14,779		14,322
Property operating expenses	(93)		(84)		(264)		(244)
Depreciation and amortization	(2,250)		(2,251)		(4,452)		(4,549)
Interest expense	(1,918)		(1,979)		(3,834)		(3,950)
Income (loss) from continuing operations	2,608		2,557		6,229		5,582
Net income (loss)	2,608		2,557		6,229		5,582
Income (loss) allocable to other venture partners	(220)	[1]	(271)	[1]	604	[1]	(44)	[1]
Income (loss) allocable to the Company	2,828	[1]	2,828	[1]	5,625	[1]	5,626	[1]
Amortization of capitalized costs	(108)		(109)		(216)		(217)
Equity in earnings (loss) of unconsolidated entities	2,720		2,719		5,409		5,409
Distributions declared to the Company	2,829		2,829		5,626		5,626
Distributions received by the Company	2,797		2,797		5,656		5,649
Interest and other income (expense)			1				3
Intrawest Venture
Schedule of Unconsolidated Entities [Line Items]
Revenues	4,152		4,465		8,601		8,925
Property operating expenses	(2,489)		(2,378)		(4,730)		(4,712)
Depreciation and amortization	(4,337)				(4,337)
Interest expense	(1,296)		(1,178)		(2,409)		(2,357)
Income (loss) from continuing operations	(3,970)		682		(2,875)		1,461
Discontinued operations	375	[2]	454	[2]	546	[2]	619	[2]
Net income (loss)	(3,595)		1,136		(2,329)		2,080
Income (loss) allocable to other venture partners	(402)	[1],[3]	(403)	[1],[3]	(799)	[1],[3]	(799)	[1],[3]
Income (loss) allocable to the Company	(3,193)	[1]	1,539	[1]	(1,530)	[1]	2,879	[1]
Amortization of capitalized costs	(53)		(59)		(106)		(117)
Equity in earnings (loss) of unconsolidated entities	(3,246)		1,480		(1,636)		2,762
Distributions declared to the Company	492		749		1,150		1,118
Distributions received by the Company	658		770		919		1,459
Interest and other income (expense)			(227)				(395)
CNLSun I Venture
Schedule of Unconsolidated Entities [Line Items]
Revenues			36,114	[4]			71,287	[4]
Property operating expenses			(23,080)	[4]			(45,999)	[4]
Depreciation and amortization			(5,407)	[4]			(10,994)	[4]
Interest expense			(8,117)	[4]			(16,154)	[4]
Income (loss) from continuing operations			(482)	[4]			(1,840)	[4]
Net income (loss)			(482)	[4]			(1,840)	[4]
Income (loss) allocable to other venture partners			(1,761)	[1],[4]			(1,341)	[1],[4]
Income (loss) allocable to the Company			1,279	[1],[4]			(499)	[1],[4]
Amortization of capitalized costs			(652)	[4]			(1,305)	[4]
Equity in earnings (loss) of unconsolidated entities			627	[4]			(1,804)	[4]
Distributions declared to the Company			3,920	[4]			7,797	[4]
Distributions received by the Company			3,878	[4]			7,830	[4]
Interest and other income (expense)			8	[4]			20	[4]
CNLSun II Venture
Schedule of Unconsolidated Entities [Line Items]
Revenues			10,021	[4]			19,654	[4]
Property operating expenses			(6,550)	[4]			(15,439)	[4]
Depreciation and amortization			(1,136)	[4]			(2,244)	[4]
Interest expense			(902)	[4]			(2,057)	[4]
Income (loss) from continuing operations			1,433	[4]			(86)	[4]
Net income (loss)			1,433	[4]			(86)	[4]
Income (loss) allocable to other venture partners			455	[1],[4]			(8)	[1],[4]
Income (loss) allocable to the Company			978	[1],[4]			(78)	[1],[4]
Amortization of capitalized costs			(216)	[4]			(431)	[4]
Equity in earnings (loss) of unconsolidated entities			762	[4]			(509)	[4]
Distributions declared to the Company			522	[4]			1,039	[4]
Distributions received by the Company			517	[4]			1,045	[4]
CNLSun III Venture
Schedule of Unconsolidated Entities [Line Items]
Revenues			10,714	[4]			21,549	[4]
Property operating expenses			(7,251)	[4]			(14,609)	[4]
Depreciation and amortization			(1,426)	[4]			(2,874)	[4]
Interest expense			(1,464)	[4]			(2,928)	[4]
Income (loss) from continuing operations			573	[4]			1,138	[4]
Net income (loss)			573	[4]			1,138	[4]
Income (loss) allocable to other venture partners			(84)	[1],[4]			1,788	[1],[4]
Income (loss) allocable to the Company			657	[1],[4]			(650)	[1],[4]
Amortization of capitalized costs			(86)	[4]			(172)	[4]
Equity in earnings (loss) of unconsolidated entities			571	[4]			(822)	[4]
Distributions declared to the Company			835	[4]			1,660	[4]
Distributions received by the Company			825	[4]			4,130	[4]
Total
Schedule of Unconsolidated Entities [Line Items]
Revenues	11,021		68,184		23,380		135,737
Property operating expenses	(2,582)		(39,343)		(4,994)		(81,003)
Depreciation and amortization	(6,587)		(10,220)		(8,789)		(20,661)
Interest expense	(3,214)		(13,640)		(6,243)		(27,446)
Income (loss) from continuing operations	(1,362)		4,763		3,354		6,255
Discontinued operations	375	[2]	454	[2]	546	[2]	619	[2]
Net income (loss)	(987)		5,217		3,900		6,874
Income (loss) allocable to other venture partners	(622)	[1]	(2,064)	[1]	(195)	[1]	(404)	[1]
Income (loss) allocable to the Company	(365)	[1]	7,281	[1]	4,095	[1]	7,278	[1]
Amortization of capitalized costs	(161)		(1,122)		(322)		(2,242)
Equity in earnings (loss) of unconsolidated entities	(526)		6,159		3,773		5,036
Distributions declared to the Company	3,321		8,855		6,776		17,240
Distributions received by the Company	3,455		8,787		6,575		20,113
Interest and other income (expense)			$ (218)				$ (372)

[1] Income (loss) is allocated between the Company and its partnership using the hypothetical liquidation book value ("HLBV") method of accounting.

[2] This amount represents the one village retail property that remains classified as an asset held for sale.

[3] This amount includes 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 the purposes of the HLBV calculation.

[4] In July 2013, the Company completed the sale of its interest in 42 senior housing properties held through the CNLSun I, CNLSun II and CNLSun III ventures.

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2014

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 June 30, 2014 and December 31, 2013, as follows (in thousands):

	Fair Value Measurement as of June 30, 2014		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	328,277	$	—	$	—	$	328,277
Liabilities:
Derivative instruments	$	1,304	$	—	$	1,304	$	—

	Fair Value Measurement as of December 31, 2013		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	90,794	$	—	$	—	$	90,794
Real estate investment properties, net carried at fair value	$	304,703	$	—	$	—	$	304,703
Liabilities:
Derivative instruments	$	3,694	$	—	$	3,694	$	—

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Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2014

Summary of Terms and Fair Values of Derivative Financial Instruments

The following table summarizes the gross and net amounts of the Company’s derivative financial instruments (in thousands):

			As of June 30, 2014								Gross Amounts Not Offset in the Balance Sheets
Notional Amount of Cash Flow Hedges			Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheets		Net Amounts of Liabilities Presented in the Balance Sheets			Financial Instruments			Cash Collateral		Net Amount
$	8,577		$	(776	)	$	—	$	(776	)	$	(776	)	$	—	$	(776	)
$	16,352	(1)	$	(109	)	$	—	$	(109	)	$	(109	)	$	—	$	(109	)
$	15,000		$	(419	)	$	—	$	(419	)	$	(419	)	$	—	$	(419	)

			As of December 31, 2013								Gross Amounts Not Offset in the Balance Sheets
Notional Amount of Cash Flow Hedges			Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheets		Net Amounts of Liabilities Presented in the Balance Sheets			Financial Instruments			Cash Collateral		Net Amount
$	61,042		$	(1,748	)	$	—	$	(1,748	)	$	(1,748	)	$	—	$	(1,748	)
$	8,746		$	(743	)	$	—	$	(743	)	$	(743	)	$	—	$	(743	)
$	16,603	(1)	$	(233	)	$	—	$	(233	)	$	(233	)	$	—	$	(233	)
$	15,450		$	(524	)	$	—	$	(524	)	$	(524	)	$	—	$	(524	)
$	24,811		$	(446	)	$	—	$	(446	)	$	(446	)	$	—	$	(446	)

FOOTNOTE:

⁽¹⁾  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 0.94 Canadian dollars for $1.00 U.S. dollar on June 30, 2014 and December 31, 2013.

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Schedule of Pending Redemption Request (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Mar. 31, 2014		Jun. 30, 2014
Stockholders Equity Note [Line Items]
Requests in queue	10,798		10,547		10,547
Redemptions requested	864		778		1,642
Shares redeemed:
Prior period requests	(80)		(135)		(215)
Current period requests	(369)		(300)		(669)
Adjustments	(404)	[1]	(92)	[1]	(496)	[1]
Pending redemption requests	10,809	[2]	10,798	[2]	10,809	[2]
Average price paid per share	$ 6.85		$ 6.85		$ 6.85

[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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Summary of Financial Information of Unconsolidated Entities (Parenthetical) (Detail) (Joint Venture Agreement)	1 Months Ended
	Jul. 31, 2013 Property
Joint Venture Agreement
Schedule of Unconsolidated Entities [Line Items]
Number of properties sold	42

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Related Party Arrangements (Tables)

6 Months Ended

Jun. 30, 2014

Earned Acquisition Fees and Incurred Reimbursable Expenses

For the quarters and six months ended June 30, 2014 and 2013, respectively, the Advisor collectively earned fees and incurred reimbursable expenses as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Acquisition fees:
Acquisition fees from distribution reinvestment plan (1)	$	—	$	319	$	319	$	641
Acquisition fees from debt proceeds (2)		—		—		1,521		234
Total		—		319		1,840		875
Asset management fees (3)		7,507		9,212		16,078		18,425
Reimbursable expenses: (4)
Acquisition costs		61		76		138		143
Operating expenses		1,791		1,994		3,503		3,680
Total		1,852		2,070		3,641		3,823
Total fees earned and reimbursable expenses	$	9,359	$	11,601	$	21,559	$	23,123

FOOTNOTES:

⁽¹⁾  Amounts are recorded as acquisition fees and costs in the accompanying unaudited condensed consolidated statements of operations. Effective April 1, 2014, the Advisor eliminated this fee going forward.

⁽²⁾  Amounts are recorded as loan costs and are included as part of other assets in the accompanying unaudited condensed consolidated balance sheets. Effective April 1, 2014, the Advisor eliminated this fee going forward.

⁽³⁾  Amounts are recorded as asset management fees to Advisor in the accompanying unaudited condensed consolidated statements of operations.

⁽⁴⁾  Amounts representing acquisition costs are recorded as part of acquisition fees and costs in the accompanying condensed consolidated statements of operations. Amounts representing operating expenses are recorded as part of general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

Amounts Due to Affiliates for Fees and Expense

Amounts due to affiliates for fees and expenses described above are as follows (in thousands):

	June 30, 2014		December 31, 2013
Due to the Advisor and its affiliates:
Operating expenses	$	558	$	671
Acquisition fees and expenses		9		354
Total	$	567	$	1,025

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Redemption Requests

The following details the Company’s redemptions for the six months ended June 30, 2014 (in thousands, except per share data):

2014 Quarters	First			Second			Year-To-Date
Requests in queue		10,547			10,798			10,547
Redemptions requested		778			864			1,642
Shares redeemed:
Prior period requests		(135	)		(80	)		(215	)
Current period requests		(300	)		(369	)		(669	)
Adjustments (1)		(92	)		(404	)		(496	)
Pending redemption requests (2)		10,798			10,809			10,809
Average price paid per share	$	6.85		$	6.85		$	6.85

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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Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Distributions, declared and paid	$ 0.2126	$ 0.4252

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Supplemental Condensed Consolidating Financial Statements (Tables)

6 Months Ended

Jun. 30, 2014

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet:

	As of June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	536,361		$	1,268,537		$	—		$	1,804,898
Assets held for sale, net		—			322,346			5,931						328,277
Investments in unconsolidated entities		—			130,099			—			—			130,099
Investments in subsidiaries		1,629,289			1,310,315			1,885,233			(4,824,837	)		—
Cash		60,725			32,188			28,388			—			121,301
Mortgages and other notes receivable, net		—			49,130			101,135			(45,693	)		104,572
Deferred rent and lease incentives		—			29,669			31,046			—			60,715
Restricted cash		68			26,668			29,004			—			55,740
Other assets		12,007			21,560			19,409			—			52,976
Intangibles, net		—			9,358			16,579			—			25,937
Accounts and other receivables, net		—			8,987			16,067			—			25,054
Total Assets	$	1,702,089		$	2,476,681		$	3,401,329		$	(4,870,530	)	$	2,709,569
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	280,012		$	472,640		$	(44,623	)	$	708,029
Senior notes, net of discount		394,587			—			—			—			394,587
Line of credit		—			152,500			—			—			152,500
Other liabilities		—			42,925			51,434			—			94,359
Accounts payable and accrued expenses		10,844			25,197			28,419			(1,070	)		63,390
Due to affiliates		521			23			23			—			567
Total Liabilities		405,952			500,657			552,516			(45,693	)		1,413,432
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		3,257			—			—			—			3,257
Capital in excess of par value		2,867,433			6,361,641			8,951,600			(15,313,241	)		2,867,433
Accumulated earnings (deficit)		(430,843	)		85,373			37,656			(123,029	)		(430,843	)
Accumulated distributions		(1,142,142	)		(4,470,990	)		(6,138,875	)		10,609,865			(1,142,142	)
Accumulated other comprehensive loss		(1,568	)		—			(1,568	)		1,568			(1,568	)
		1,296,137			1,976,024			2,848,813			(4,824,837	)		1,296,137
Total Liabilities and Stockholders’ Equity	$	1,702,089		$	2,476,681		$	3,401,329		$	(4,870,530	)	$	2,709,569

Condensed Consolidating Balance Sheet:

	As of December 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	846,914		$	1,222,059		$	—		$	2,068,973
Assets held for sale, net		—			6,106			84,688			—			90,794
Investments in unconsolidated entities		—			132,324			—			—			132,324
Investments in subsidiaries		1,726,328			1,150,443			1,865,714			(4,742,485	)		—
Cash		37,668			15,671			18,235			—			71,574
Mortgages and other notes receivable, net		—			45,947			114,469			(42,453	)		117,963
Deferred rent and lease incentives		—			29,839			27,539			—			57,378
Restricted cash		33			26,595			24,707			—			51,335
Other assets		11,355			15,829			25,126			—			52,310
Intangibles, net		—			18,094			18,828			—			36,922
Accounts and other receivables, net		—			12,241			8,839			—			21,080
Total Assets	$	1,775,384		$	2,300,003		$	3,410,204		$	(4,784,938	)	$	2,700,653
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	246,295		$	555,433		$	(41,536	)	$	760,192
Senior notes, net of discount		394,419			—			—			—			394,419
Line of credit		—			50,000			—			—			50,000
Other liabilities		—			33,447			43,369			—			76,816
Accounts payable and accrued expenses		11,584			13,526			25,630			(917	)		49,823
Due to affiliates		1,003			8			14			—			1,025
Total Liabilities		407,006			343,276			624,446			(42,453	)		1,332,275
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		3,226			—			—			—			3,226
Capital in excess of par value		2,846,265			6,027,607			8,700,131			(14,727,738	)		2,846,265
Accumulated earnings (deficit)		(401,985	)		58,777			9,853			(68,630	)		(401,985	)
Accumulated distributions		(1,073,422	)		(4,129,657	)		(5,918,520	)		10,048,177			(1,073,422	)
Accumulated other comprehensive loss		(5,706	)		—			(5,706	)		5,706			(5,706	)
		1,368,378			1,956,727			2,785,758			(4,742,485	)		1,368,378
Total Liabilities and Stockholders’ Equity	$	1,775,384		$	2,300,003		$	3,410,204		$	(4,784,938	)	$	2,700,653

Condensed Consolidating Statement of Operations

Condensed Consolidating Statement of Operations:

	For the Quarter Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	12,776		$	21,748		$	—		$	34,524
Property operating revenues		—			27,119			60,189			—			87,308
Interest income on mortgages and other notes receivable		—			1,200			2,873			(1,127	)		2,946
Total revenues		—			41,095			84,810			(1,127	)		124,778
Expenses:
Property operating expenses		—			20,385			49,711			—			70,096
Asset management fees to advisor		7,507			—			—			—			7,507
General and administrative		3,896			139			1,086			—			5,121
Ground lease and permit fees		—			1,858			1,122			—			2,980
Acquisition fees and costs		1,279			—			—			—			1,279
Other operating expenses		411			318			299			—			1,028
Bad debt expense (recovery)		—			2			(11	)		—			(9	)
Loss (recovery) on lease terminations		—			(1,037	)		296			—			(741	)
Loan loss provision		—			—			2,520			—			2,520
Depreciation and amortization		—			9,275			21,823			—			31,098
Total expenses		13,093			30,940			76,846			—			120,879
Operating income (loss)		(13,093	)		10,155			7,964			(1,127	)		3,899
Other income (expense):
Interest and other income		4			71			14			—			89
Interest expense and loan cost amortization (includes $404 loss on termination of cash flow hedge)		(7,895	)		(4,679	)		(8,260	)		1,127			(19,707	)
Loss on extinguishment of debt		—			—			(196	)		—			(196	)
Equity in loss of unconsolidated entities		—			(526	)		—			—			(526	)
Equity in earnings (loss), intercompany		12,479			14,176			29,941			(56,596	)		—
Total other income (expense)		4,588			9,042			21,499			(55,469	)		(20,340	)
Income (loss) from continuing operations		(8,505	)		19,197			29,463			(56,596	)		(16,441	)
Income from discontinued operations (includes ($2,613 amortization of loss and loss on termination of cash flow hedges)		—			7,222			714			—			7,936
Net income (loss)	$	(8,505	)	$	26,419		$	30,177		$	(56,596	)	$	(8,505	)

Condensed Consolidating Statement of Operations:

	For the Quarter Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	14,882		$	15,341		$	—		$	30,223
Property operating revenues		—			20,938			58,853			—			79,791
Interest income on mortgages and other notes receivable		—			1,140			3,285			(1,062	)		3,363
Total revenues		—			36,960			77,479			(1,062	)		113,377
Expenses:
Property operating expenses		—			16,686			49,448			—			66,134
Asset management fees to advisor		9,212			—			—			—			9,212
General and administrative		4,432			287			243			—			4,962
Ground lease and permit fees		—			1,463			1,005			—			2,468
Acquisition fees and costs		546			—			—			—			546
Other operating expenses		318			106			834			—			1,258
Bad debt expense		—			2,207			1,826			—			4,033
Impairment provision		—			42,451			—			—			42,451
Depreciation and amortization		—			9,539			19,298			—			28,837
Total expenses		14,508			72,739			72,654			—			159,901
Operating income (loss)		(14,508	)		(35,779	)		4,825			(1,062	)		(46,524	)
Other income (expense):
Interest and other income (expense)		110			31			(70	)		—			71
Interest expense and loan cost amortization		(7,847	)		(3,809	)		(5,803	)		1,062			(16,397	)
Equity in earnings of unconsolidated entities		—			6,159						—			6,159
Equity in earnings (loss), intercompany		(32,960	)		5,699			(25,119	)		52,380			—
Total other income (expense)		(40,697	)		8,080			(30,992	)		53,442			(10,167	)
Income (loss) from continuing operations		(55,205	)		(27,699	)		(26,167	)		52,380			(56,691	)
Income (loss) from discontinued operations (includes $413 amortization of loss on termination of cash flow hedges)		—			2,161			(675	)		—			1,486
Net income (loss)	$	(55,205	)	$	(25,538	)	$	(26,842	)	$	52,380		$	(55,205	)

Condensed Consolidating Statement of Operations:

	For the Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	28,944		$	48,434		$	—		$	77,378
Property operating revenues		—			30,310			108,666			—			138,976
Interest income on mortgages and other notes receivable		—			2,385			5,933			(2,239	)		6,079
Total revenues		—			61,639			163,033			(2,239	)		222,433
Expenses:
Property operating expenses		—			28,779			92,321			—			121,100
Asset management fees to advisor		16,078			—			—			—			16,078
General and administrative		7,274			364			1,479			—			9,117
Ground lease and permit fees		—			3,756			2,867			—			6,623
Acquisition fees and costs		2,003			—			—			—			2,003
Other operating expenses		422			526			843			—			1,791
Bad debt expense		—			2			995			—			997
Loss on lease terminations		—			(1,037	)		296			—			(741	)
Loan loss provision		—			—			2,520			—			2,520
Depreciation and amortization		—			19,117			43,915			—			63,032
Total expenses		25,777			51,507			145,236			—			222,520
Operating income (loss)		(25,777	)		10,132			17,797			(2,239	)		(87	)
Other income (expense):
Interest and other income (expense)		11			153			(73	)		—			91
Interest expense and loan cost amortization (includes $404 loss on termination of cash flow hedge)		(15,798	)		(8,401	)		(16,807	)		2,239			(38,767	)
Loss on extinguishment of debt		—			—			(196	)		—			(196	)
Equity in earnings of unconsolidated entities		—			3,773			—			—			3,773
Equity in earnings (loss), intercompany		12,706			16,008			25,685			(54,399	)		—
Total other income (expense)		(3,081	)		11,533			8,609			(52,160	)		(35,099	)
Income (loss) from continuing operations		(28,858	)		21,665			26,406			(54,399	)		(35,186	)
Income from discontinued operations (includes ($3,027 amortization of loss and loss on termination of cash flow hedges)		—			4,931			1,397			—			6,328
Net income (loss)	$	(28,858	)	$	26,596		$	27,803		$	(54,399	)	$	(28,858	)

Condensed Consolidating Statement of Operations:

	For the Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	33,541		$	36,152		$	—		$	69,693
Property operating revenues		—			21,410			105,184			—			126,594
Interest income on mortgages and other notes receivable		—			2,181			6,630			(2,029	)		6,782
Total revenues		—			57,132			147,966			(2,029	)		203,069
Expenses:
Property operating expenses		—			23,262			90,124			—			113,386
Asset management fees to advisor		18,425			—			—			—			18,425
General and administrative		7,931			379			645			—			8,955
Ground lease and permit fees		—			3,575			2,895			—			6,470
Acquisition fees and costs		913			—			—			—			913
Other operating expenses		491			—			1,445			—			1,936
Bad debt expense		—			2,214			1,845			—			4,059
Impairment provision		—			42,451			—			—			42,451
Depreciation and amortization		—			19,189			38,406			—			57,595
Total expenses		27,760			91,070			135,360			—			254,190
Operating income (loss)		(27,760	)		(33,938	)		12,606			(2,029	)		(51,121	)
Other income (expense):
Interest and other income (expense)		115			384			(102	)		—			397
Interest expense and loan cost amortization		(15,704	)		(7,812	)		(11,174	)		2,029			(32,661	)
Equity in earnings of unconsolidated entities		—			5,036						—			5,036
Equity in earnings (loss), intercompany		(35,155	)		8,337			(27,751	)		54,569			—
Total other income (expense)		(50,744	)		5,945			(39,027	)		56,598			(27,228	)
Income (loss) from continuing operations		(78,504	)		(27,993	)		(26,421	)		54,569			(78,349	)
Income (loss) from discontinued operations (includes $827 amortization of loss on termination of cash flow hedges)		—			1,128			(1,283	)		—			(155	)
Net income (loss)	$	(78,504	)	$	(26,865	)	$	(27,704	)	$	54,569		$	(78,504	)

Condensed Consolidating Statement of Other Comprehensive Income (Loss)

Condensed Consolidating Statement of Other Comprehensive Income (Loss):

	For the Quarter Ended June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Net income (loss)	$	(8,505	)	$	26,419	$	30,177	$	(56,596	)	$	(8,505	)
Other comprehensive income (loss):
Foreign currency translation adjustments		784			—		784		(784	)		784
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges		3,017			—		3,017		(3,017	)		3,017
Unrealized gain (loss) arising during the period		290			—		290		(290	)		290
Total other comprehensive income (loss)		4,091			—		4,091		(4,091	)		4,091
Comprehensive income (loss)	$	(4,414	)	$	26,419	$	34,268	$	(60,687	)	$	(4,414	)

	For the Quarter Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(55,205	)	$	(25,538	)	$	(26,842	)	$	52,380		$	(55,205	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(754	)		—			(754	)		754			(754	)
Changes in fair value of cash flow hedges:
Amortization of loss on termination of cash flow hedges		413			—			413			(413	)		413
Unrealized gain (loss) arising during the period		1,020			—			1,020			(1,020	)		1,020
Total other comprehensive income (loss)		679			—			679			(679	)		679
Comprehensive income (loss)	$	(54,526	)	$	(25,538	)	$	(26,163	)	$	51,701		$	(54,526	)

Condensed Consolidating Statement of Other Comprehensive Income (Loss):

	For the Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Net income (loss)	$	(28,858	)	$	26,596	$	27,803	$	(54,399	)	$	(28,858	)
Other comprehensive income (loss):
Foreign currency translation adjustments		95			—		95		(95	)		95
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges		3,431			—		3,431		(3,431	)		3,431
Unrealized gain (loss) arising during the period		612			—		612		(612	)		612
Total other comprehensive income (loss)		4,138			—		4,138		(4,138	)		4,138
Comprehensive income (loss)	$	(24,720	)	$	26,596	$	31,941	$	(58,537	)	$	(24,720	)

	For the Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(78,504	)	$	(26,865	)	$	(27,704	)	$	54,569		$	(78,504	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(1,214	)		—			(1,214	)		1,214			(1,214	)
Changes in fair value of cash flow hedges:
Amortization of loss on termination of cash flow hedges		827			—			827			(827	)		827
Unrealized gain (loss) arising during the period		1,399			—			1,399			(1,399	)		1,399
Total other comprehensive income (loss)		1,012			—			1,012			(1,012	)		1,012
Comprehensive income (loss)	$	(77,492	)	$	(26,865	)	$	(26,692	)	$	53,557		$	(77,492	)

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows:

	For the Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(42,915	)	$	58,571		$	61,101		$	—		$	76,757
Investing activities:
Acquisition of property		—			—			(53,050	)		—			(53,050	)
Capital expenditures		—			(19,768	)		(24,297	)		—			(44,065	)
Proceeds from sale of properties		—			—			73,453			—			73,453
Principal payments received on mortgage loans receivable		—			29			2,345			—			2,374
Changes in restricted cash		(35	)		(73	)		(4,326	)		—			(4,434	)
Other		(494	)		7			37			—			(450	)
Intercompany investing		114,022			—			—			(114,022	)		—
Net cash provided by (used in) investing activities		113,493			(19,805	)		(5,838	)		(114,022	)		(26,172	)
Financing activities:
Redemptions of common stock		(5,977	)		—			—			—			(5,977	)
Distributions to stockholders, net of reinvestments		(41,544	)		—			—			—			(41,544	)
Proceeds under line of credit		—			102,500			—			—			102,500
Proceeds from mortgage loans and other notes payable		—			40,000			10,702			—			50,702
Principal payments on mortgage loans and senior notes		—			(2,775	)		(97,370	)		—			(100,145	)
Principal payments on capital leases		—			(1,722	)		(620	)		—			(2,342	)
Payment of entrance fee refunds		—			—			(1,257	)		—			(1,257	)
Payment of loan costs		—			(2,348	)		(536	)		—			(2,884	)
Intercompany financing		—			(157,904	)		43,882			114,022			—
Net cash provided by (used in) financing activities		(47,521	)		(22,249	)		(45,199	)		114,022			(947	)
Effect of exchange rate fluctuation on cash		—			—			89			—			89
Net increase in cash		23,057			16,517			10,153			—			49,727
Cash at beginning of period		37,668			15,671			18,235			—			71,574
Cash at end of period	$	60,725		$	32,188		$	28,388		$	—		$	121,301

Condensed Consolidating Statement of Cash Flows:

	For the Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(41,714	)	$	66,180		$	57,699		$	—		$	82,165
Investing activities:
Acquisition and deposits on real estate investments		—			—			(22,000	)		—			(22,000	)
Capital expenditures		—			(16,359	)		(22,405	)		—			(38,764	)
Proceeds from sale of properties		—			11,600			(325	)		—			11,275
Proceeds from release of collateral on loan payable		—			—			11,167			—			11,167
Principal payments received on mortgage loans receivable		—			23			4,185			—			4,208
Changes in restricted cash		36			(6,271	)		(5,292	)		—			(11,527	)
Other		(750	)		—			(315	)		—			(1,065	)
Intercompany investing		84,738			—			—			(84,738	)		—
Net cash provided by (used in) investing activities		84,024			(11,007	)		(34,985	)		(84,738	)		(46,706	)
Financing activities:
Redemptions of common stock		(5,995	)		—			—			—			(5,995	)
Distributions to stockholders, net of reinvestments		(39,982	)		—			—			—			(39,982	)
Proceeds under line of credit		—			50,000			—			—			50,000
Proceeds from mortgage loans and other notes payable		—			—			30,000			—			30,000
Principal payments on line of credit		—			(40,000	)		—			—			(40,000	)
Principal payments on mortgage loans and senior notes		—			(5,930	)		(4,330	)		—			(10,260	)
Principal payments on capital leases		—			(264	)		(788	)		—			(1,052	)
Payment of loan costs		—			—			(749	)		—			(749	)
Intercompany financing		—			(48,763	)		(35,975	)		84,738			—
Net cash provided by (used in) financing activities		(45,977	)		(44,957	)		(11,842	)		84,738			(18,038	)
Effect of exchange rate fluctuation on cash		—			—			(73	)		—			(73	)
Net increase (decrease) in cash		(3,667	)		10,216			10,799			—			17,348
Cash at beginning of period		39,219			14,125			19,880			—			73,224
Cash at end of period	$	35,552		$	24,341		$	30,679		$	—		$	90,572

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Summary of Income or Loss from Discontinued Operations (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Amortization of loss and loss on termination of cash flow hedges	$ 3,017	$ 413	$ 3,431	$ 827	$ 1,655
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Amortization of loss and loss on termination of cash flow hedges	$ 2,613	$ 413	$ 3,027	$ 827

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Adviser Earned Fees and Incurred Reimbursable Expenses (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Acquisition fees:
Acquisition fees from distribution reinvestment plan			$ 319	[1]	$ 319	[1]	$ 641	[1]
Acquisition fees from debt proceeds					1,521	[2]	234	[2]
Total			319		1,840		875
Asset management fees	7,507	[3]	9,212	[3]	16,078	[3]	18,425	[3]
Reimbursable expenses:
Acquisition costs	61		76		138		143
Operating expenses	1,791		1,994		3,503		3,680
Total	1,852	[4]	2,070	[4]	3,641	[4]	3,823	[4]
Total fees earned and reimbursable expenses	$ 9,359		$ 11,601		$ 21,559		$ 23,123

[1] Amounts are recorded as acquisition fees and costs in the accompanying unaudited condensed consolidated statements of operations. Effective April 1, 2014, the Advisor eliminated this fee going forward.

[2] Amounts are recorded as loan costs and are included as part of other assets in the accompanying unaudited condensed consolidated balance sheets. Effective April 1, 2014, the Advisor eliminated this fee going forward.

[3] Amounts are recorded as asset management fees to Advisor in the accompanying unaudited condensed consolidated statements of operations.

[4] Amounts representing acquisition costs are recorded as part of acquisition fees and costs in the accompanying condensed consolidated statements of operations. Amounts representing operating expenses are recorded as part of general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Assets
Real estate investment properties, net (including $180,196 and $184,306 related to consolidated variable interest entities, respectively)	$ 1,804,898	$ 2,068,973
Assets held for sale, net	328,277	90,794
Investments in unconsolidated entities	130,099	132,324
Cash	121,301	71,574	90,572	73,224
Mortgages and other notes receivable, net	104,572	117,963
Deferred rent and lease incentives	60,715	57,378
Restricted cash	55,740	51,335
Other assets	52,976	52,310
Intangibles, net	25,937	36,922
Accounts and other receivables, net	25,054	21,080
Total Assets	2,709,569	2,700,653
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and other notes payable (including $68,369 and $87,095 related to non-recourse debt of consolidated variable interest entities, respectively)	708,029	760,192
Senior notes, net of discount	394,587	394,419
Line of credit	152,500	50,000
Other liabilities	94,359	76,816
Accounts payable and accrued expenses	63,390	49,823
Due to affiliates	567	1,025
Total Liabilities	1,413,432	1,332,275
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock, $.01 par value per share 200 million shares authorized and unissued	0	0
Excess shares, $.01 par value per share 120 million shares authorized and unissued
Common stock, $.01 par value per share One billion shares authorized; 349,084 and 345,114 shares issued and 325,713 and 322,627 shares outstanding as of June 30, 2014 and December 31, 2013, respectively	3,257	3,226
Capital in excess of par value	2,867,433	2,846,265
Accumulated deficit	(430,843)	(401,985)
Accumulated distributions	(1,142,142)	(1,073,422)
Accumulated other comprehensive loss	(1,568)	(5,706)
Total Stockholders' Equity	1,296,137	1,368,378		1,711,431
Total Liabilities and Stockholders' Equity	$ 2,709,569	$ 2,700,653

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Mortgages and Other Notes Receivable, Net - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Apr. 30, 2014	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Net carrying value of collateral		$ 7.9
Fixed interest rate		11.00%
Term loan receivable, accelerated maturity date	2022-09
Term loan receivable, latest maturity date	2018-12
Estimated fair market value of company's mortgages and other notes receivable	100.2		112.2
Through end of 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Fixed interest rate		6.50%
January 2015 through December 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]
Fixed interest rate		7.00%
Mortgage And Other Notes Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan loss provision	$ 2.5

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Condensed Consolidated Statements of Comprehensive Losses (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Net loss	$ (8,505)	$ (55,205)	$ (28,858)	$ (78,504)	$ (252,539)
Other comprehensive income (loss):
Foreign currency translation adjustments	784	(754)	95	(1,214)	(1,563)
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges	3,017	413	3,431	827	1,655
Unrealized gain arising during the period	290	1,020	612	1,399
Total other comprehensive income	4,091	679	4,138	1,012
Total comprehensive loss	$ (4,414)	$ (54,526)	$ (24,720)	$ (77,492)

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Consolidating Statement of Operations (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Loss on termination of cash flow heges	$ 404		$ 404
Amortization of loss and loss on termination of cash flow hedges	3,017	413	3,431	827	1,655
Discontinued Operations
Condensed Financial Statements, Captions [Line Items]
Amortization of loss and loss on termination of cash flow hedges	$ 2,613	$ 413	$ 3,027	$ 827

XML

Schedule of Real Estate Investment Properties (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Real Estate Properties [Line Items]
Less: accumulated depreciation and amortization	$ (642,184)	$ (765,948)
Real estate investment properties, net	1,804,898	2,068,973
Land and land improvements
Real Estate Properties [Line Items]
Real estate investment properties, Total	641,749	904,409
Leasehold interests and improvements
Real Estate Properties [Line Items]
Real estate investment properties, Total	274,145	311,560
Buildings
Real Estate Properties [Line Items]
Real estate investment properties, Total	873,395	926,098
Equipment
Real Estate Properties [Line Items]
Real estate investment properties, Total	$ 657,793	$ 692,854

XML

Supplemental Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2014

Supplemental Condensed Consolidating Financial Statements

13. Supplemental Condensed 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.

The following summarizes the Company’s unaudited condensed consolidating balance sheets as of June 30, 2014 and December 31, 2013, statement of operations, statement of comprehensive income (loss) and statement of cash flows for the six months ended June 30, 2014 and 2013 (in thousands):

Condensed Consolidating Balance Sheet:

	As of June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	536,361		$	1,268,537		$	—		$	1,804,898
Assets held for sale, net		—			322,346			5,931						328,277
Investments in unconsolidated entities		—			130,099			—			—			130,099
Investments in subsidiaries		1,629,289			1,310,315			1,885,233			(4,824,837	)		—
Cash		60,725			32,188			28,388			—			121,301
Mortgages and other notes receivable, net		—			49,130			101,135			(45,693	)		104,572
Deferred rent and lease incentives		—			29,669			31,046			—			60,715
Restricted cash		68			26,668			29,004			—			55,740
Other assets		12,007			21,560			19,409			—			52,976
Intangibles, net		—			9,358			16,579			—			25,937
Accounts and other receivables, net		—			8,987			16,067			—			25,054
Total Assets	$	1,702,089		$	2,476,681		$	3,401,329		$	(4,870,530	)	$	2,709,569
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	280,012		$	472,640		$	(44,623	)	$	708,029
Senior notes, net of discount		394,587			—			—			—			394,587
Line of credit		—			152,500			—			—			152,500
Other liabilities		—			42,925			51,434			—			94,359
Accounts payable and accrued expenses		10,844			25,197			28,419			(1,070	)		63,390
Due to affiliates		521			23			23			—			567
Total Liabilities		405,952			500,657			552,516			(45,693	)		1,413,432
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		3,257			—			—			—			3,257
Capital in excess of par value		2,867,433			6,361,641			8,951,600			(15,313,241	)		2,867,433
Accumulated earnings (deficit)		(430,843	)		85,373			37,656			(123,029	)		(430,843	)
Accumulated distributions		(1,142,142	)		(4,470,990	)		(6,138,875	)		10,609,865			(1,142,142	)
Accumulated other comprehensive loss		(1,568	)		—			(1,568	)		1,568			(1,568	)
		1,296,137			1,976,024			2,848,813			(4,824,837	)		1,296,137
Total Liabilities and Stockholders’ Equity	$	1,702,089		$	2,476,681		$	3,401,329		$	(4,870,530	)	$	2,709,569

Condensed Consolidating Balance Sheet:

	As of December 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Real estate investment properties, net	$	—		$	846,914		$	1,222,059		$	—		$	2,068,973
Assets held for sale, net		—			6,106			84,688			—			90,794
Investments in unconsolidated entities		—			132,324			—			—			132,324
Investments in subsidiaries		1,726,328			1,150,443			1,865,714			(4,742,485	)		—
Cash		37,668			15,671			18,235			—			71,574
Mortgages and other notes receivable, net		—			45,947			114,469			(42,453	)		117,963
Deferred rent and lease incentives		—			29,839			27,539			—			57,378
Restricted cash		33			26,595			24,707			—			51,335
Other assets		11,355			15,829			25,126			—			52,310
Intangibles, net		—			18,094			18,828			—			36,922
Accounts and other receivables, net		—			12,241			8,839			—			21,080
Total Assets	$	1,775,384		$	2,300,003		$	3,410,204		$	(4,784,938	)	$	2,700,653
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable	$	—		$	246,295		$	555,433		$	(41,536	)	$	760,192
Senior notes, net of discount		394,419			—			—			—			394,419
Line of credit		—			50,000			—			—			50,000
Other liabilities		—			33,447			43,369			—			76,816
Accounts payable and accrued expenses		11,584			13,526			25,630			(917	)		49,823
Due to affiliates		1,003			8			14			—			1,025
Total Liabilities		407,006			343,276			624,446			(42,453	)		1,332,275
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		3,226			—			—			—			3,226
Capital in excess of par value		2,846,265			6,027,607			8,700,131			(14,727,738	)		2,846,265
Accumulated earnings (deficit)		(401,985	)		58,777			9,853			(68,630	)		(401,985	)
Accumulated distributions		(1,073,422	)		(4,129,657	)		(5,918,520	)		10,048,177			(1,073,422	)
Accumulated other comprehensive loss		(5,706	)		—			(5,706	)		5,706			(5,706	)
		1,368,378			1,956,727			2,785,758			(4,742,485	)		1,368,378
Total Liabilities and Stockholders’ Equity	$	1,775,384		$	2,300,003		$	3,410,204		$	(4,784,938	)	$	2,700,653

Condensed Consolidating Statement of Operations:

	For the Quarter Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	12,776		$	21,748		$	—		$	34,524
Property operating revenues		—			27,119			60,189			—			87,308
Interest income on mortgages and other notes receivable		—			1,200			2,873			(1,127	)		2,946
Total revenues		—			41,095			84,810			(1,127	)		124,778
Expenses:
Property operating expenses		—			20,385			49,711			—			70,096
Asset management fees to advisor		7,507			—			—			—			7,507
General and administrative		3,896			139			1,086			—			5,121
Ground lease and permit fees		—			1,858			1,122			—			2,980
Acquisition fees and costs		1,279			—			—			—			1,279
Other operating expenses		411			318			299			—			1,028
Bad debt expense (recovery)		—			2			(11	)		—			(9	)
Loss (recovery) on lease terminations		—			(1,037	)		296			—			(741	)
Loan loss provision		—			—			2,520			—			2,520
Depreciation and amortization		—			9,275			21,823			—			31,098
Total expenses		13,093			30,940			76,846			—			120,879
Operating income (loss)		(13,093	)		10,155			7,964			(1,127	)		3,899
Other income (expense):
Interest and other income		4			71			14			—			89
Interest expense and loan cost amortization (includes $404 loss on termination of cash flow hedge)		(7,895	)		(4,679	)		(8,260	)		1,127			(19,707	)
Loss on extinguishment of debt		—			—			(196	)		—			(196	)
Equity in loss of unconsolidated entities		—			(526	)		—			—			(526	)
Equity in earnings (loss), intercompany		12,479			14,176			29,941			(56,596	)		—
Total other income (expense)		4,588			9,042			21,499			(55,469	)		(20,340	)
Income (loss) from continuing operations		(8,505	)		19,197			29,463			(56,596	)		(16,441	)
Income from discontinued operations (includes ($2,613 amortization of loss and loss on termination of cash flow hedges)		—			7,222			714			—			7,936
Net income (loss)	$	(8,505	)	$	26,419		$	30,177		$	(56,596	)	$	(8,505	)

Condensed Consolidating Statement of Operations:

	For the Quarter Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	14,882		$	15,341		$	—		$	30,223
Property operating revenues		—			20,938			58,853			—			79,791
Interest income on mortgages and other notes receivable		—			1,140			3,285			(1,062	)		3,363
Total revenues		—			36,960			77,479			(1,062	)		113,377
Expenses:
Property operating expenses		—			16,686			49,448			—			66,134
Asset management fees to advisor		9,212			—			—			—			9,212
General and administrative		4,432			287			243			—			4,962
Ground lease and permit fees		—			1,463			1,005			—			2,468
Acquisition fees and costs		546			—			—			—			546
Other operating expenses		318			106			834			—			1,258
Bad debt expense		—			2,207			1,826			—			4,033
Impairment provision		—			42,451			—			—			42,451
Depreciation and amortization		—			9,539			19,298			—			28,837
Total expenses		14,508			72,739			72,654			—			159,901
Operating income (loss)		(14,508	)		(35,779	)		4,825			(1,062	)		(46,524	)
Other income (expense):
Interest and other income (expense)		110			31			(70	)		—			71
Interest expense and loan cost amortization		(7,847	)		(3,809	)		(5,803	)		1,062			(16,397	)
Equity in earnings of unconsolidated entities		—			6,159						—			6,159
Equity in earnings (loss), intercompany		(32,960	)		5,699			(25,119	)		52,380			—
Total other income (expense)		(40,697	)		8,080			(30,992	)		53,442			(10,167	)
Income (loss) from continuing operations		(55,205	)		(27,699	)		(26,167	)		52,380			(56,691	)
Income (loss) from discontinued operations (includes $413 amortization of loss on termination of cash flow hedges)		—			2,161			(675	)		—			1,486
Net income (loss)	$	(55,205	)	$	(25,538	)	$	(26,842	)	$	52,380		$	(55,205	)

Condensed Consolidating Statement of Operations:

	For the Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	28,944		$	48,434		$	—		$	77,378
Property operating revenues		—			30,310			108,666			—			138,976
Interest income on mortgages and other notes receivable		—			2,385			5,933			(2,239	)		6,079
Total revenues		—			61,639			163,033			(2,239	)		222,433
Expenses:
Property operating expenses		—			28,779			92,321			—			121,100
Asset management fees to advisor		16,078			—			—			—			16,078
General and administrative		7,274			364			1,479			—			9,117
Ground lease and permit fees		—			3,756			2,867			—			6,623
Acquisition fees and costs		2,003			—			—			—			2,003
Other operating expenses		422			526			843			—			1,791
Bad debt expense		—			2			995			—			997
Loss on lease terminations		—			(1,037	)		296			—			(741	)
Loan loss provision		—			—			2,520			—			2,520
Depreciation and amortization		—			19,117			43,915			—			63,032
Total expenses		25,777			51,507			145,236			—			222,520
Operating income (loss)		(25,777	)		10,132			17,797			(2,239	)		(87	)
Other income (expense):
Interest and other income (expense)		11			153			(73	)		—			91
Interest expense and loan cost amortization (includes $404 loss on termination of cash flow hedge)		(15,798	)		(8,401	)		(16,807	)		2,239			(38,767	)
Loss on extinguishment of debt		—			—			(196	)		—			(196	)
Equity in earnings of unconsolidated entities		—			3,773			—			—			3,773
Equity in earnings (loss), intercompany		12,706			16,008			25,685			(54,399	)		—
Total other income (expense)		(3,081	)		11,533			8,609			(52,160	)		(35,099	)
Income (loss) from continuing operations		(28,858	)		21,665			26,406			(54,399	)		(35,186	)
Income from discontinued operations (includes ($3,027 amortization of loss and loss on termination of cash flow hedges)		—			4,931			1,397			—			6,328
Net income (loss)	$	(28,858	)	$	26,596		$	27,803		$	(54,399	)	$	(28,858	)

Condensed Consolidating Statement of Operations:

	For the Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rental income from operating leases	$	—		$	33,541		$	36,152		$	—		$	69,693
Property operating revenues		—			21,410			105,184			—			126,594
Interest income on mortgages and other notes receivable		—			2,181			6,630			(2,029	)		6,782
Total revenues		—			57,132			147,966			(2,029	)		203,069
Expenses:
Property operating expenses		—			23,262			90,124			—			113,386
Asset management fees to advisor		18,425			—			—			—			18,425
General and administrative		7,931			379			645			—			8,955
Ground lease and permit fees		—			3,575			2,895			—			6,470
Acquisition fees and costs		913			—			—			—			913
Other operating expenses		491			—			1,445			—			1,936
Bad debt expense		—			2,214			1,845			—			4,059
Impairment provision		—			42,451			—			—			42,451
Depreciation and amortization		—			19,189			38,406			—			57,595
Total expenses		27,760			91,070			135,360			—			254,190
Operating income (loss)		(27,760	)		(33,938	)		12,606			(2,029	)		(51,121	)
Other income (expense):
Interest and other income (expense)		115			384			(102	)		—			397
Interest expense and loan cost amortization		(15,704	)		(7,812	)		(11,174	)		2,029			(32,661	)
Equity in earnings of unconsolidated entities		—			5,036						—			5,036
Equity in earnings (loss), intercompany		(35,155	)		8,337			(27,751	)		54,569			—
Total other income (expense)		(50,744	)		5,945			(39,027	)		56,598			(27,228	)
Income (loss) from continuing operations		(78,504	)		(27,993	)		(26,421	)		54,569			(78,349	)
Income (loss) from discontinued operations (includes $827 amortization of loss on termination of cash flow hedges)		—			1,128			(1,283	)		—			(155	)
Net income (loss)	$	(78,504	)	$	(26,865	)	$	(27,704	)	$	54,569		$	(78,504	)

Condensed Consolidating Statement of Other Comprehensive Income (Loss):

	For the Quarter Ended June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Net income (loss)	$	(8,505	)	$	26,419	$	30,177	$	(56,596	)	$	(8,505	)
Other comprehensive income (loss):
Foreign currency translation adjustments		784			—		784		(784	)		784
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges		3,017			—		3,017		(3,017	)		3,017
Unrealized gain (loss) arising during the period		290			—		290		(290	)		290
Total other comprehensive income (loss)		4,091			—		4,091		(4,091	)		4,091
Comprehensive income (loss)	$	(4,414	)	$	26,419	$	34,268	$	(60,687	)	$	(4,414	)

	For the Quarter Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(55,205	)	$	(25,538	)	$	(26,842	)	$	52,380		$	(55,205	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(754	)		—			(754	)		754			(754	)
Changes in fair value of cash flow hedges:
Amortization of loss on termination of cash flow hedges		413			—			413			(413	)		413
Unrealized gain (loss) arising during the period		1,020			—			1,020			(1,020	)		1,020
Total other comprehensive income (loss)		679			—			679			(679	)		679
Comprehensive income (loss)	$	(54,526	)	$	(25,538	)	$	(26,163	)	$	51,701		$	(54,526	)

Condensed Consolidating Statement of Other Comprehensive Income (Loss):

	For the Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Net income (loss)	$	(28,858	)	$	26,596	$	27,803	$	(54,399	)	$	(28,858	)
Other comprehensive income (loss):
Foreign currency translation adjustments		95			—		95		(95	)		95
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges		3,431			—		3,431		(3,431	)		3,431
Unrealized gain (loss) arising during the period		612			—		612		(612	)		612
Total other comprehensive income (loss)		4,138			—		4,138		(4,138	)		4,138
Comprehensive income (loss)	$	(24,720	)	$	26,596	$	31,941	$	(58,537	)	$	(24,720	)

	For the Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(78,504	)	$	(26,865	)	$	(27,704	)	$	54,569		$	(78,504	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(1,214	)		—			(1,214	)		1,214			(1,214	)
Changes in fair value of cash flow hedges:
Amortization of loss on termination of cash flow hedges		827			—			827			(827	)		827
Unrealized gain (loss) arising during the period		1,399			—			1,399			(1,399	)		1,399
Total other comprehensive income (loss)		1,012			—			1,012			(1,012	)		1,012
Comprehensive income (loss)	$	(77,492	)	$	(26,865	)	$	(26,692	)	$	53,557		$	(77,492	)

Condensed Consolidating Statement of Cash Flows:

	For the Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(42,915	)	$	58,571		$	61,101		$	—		$	76,757
Investing activities:
Acquisition of property		—			—			(53,050	)		—			(53,050	)
Capital expenditures		—			(19,768	)		(24,297	)		—			(44,065	)
Proceeds from sale of properties		—			—			73,453			—			73,453
Principal payments received on mortgage loans receivable		—			29			2,345			—			2,374
Changes in restricted cash		(35	)		(73	)		(4,326	)		—			(4,434	)
Other		(494	)		7			37			—			(450	)
Intercompany investing		114,022			—			—			(114,022	)		—
Net cash provided by (used in) investing activities		113,493			(19,805	)		(5,838	)		(114,022	)		(26,172	)
Financing activities:
Redemptions of common stock		(5,977	)		—			—			—			(5,977	)
Distributions to stockholders, net of reinvestments		(41,544	)		—			—			—			(41,544	)
Proceeds under line of credit		—			102,500			—			—			102,500
Proceeds from mortgage loans and other notes payable		—			40,000			10,702			—			50,702
Principal payments on mortgage loans and senior notes		—			(2,775	)		(97,370	)		—			(100,145	)
Principal payments on capital leases		—			(1,722	)		(620	)		—			(2,342	)
Payment of entrance fee refunds		—			—			(1,257	)		—			(1,257	)
Payment of loan costs		—			(2,348	)		(536	)		—			(2,884	)
Intercompany financing		—			(157,904	)		43,882			114,022			—
Net cash provided by (used in) financing activities		(47,521	)		(22,249	)		(45,199	)		114,022			(947	)
Effect of exchange rate fluctuation on cash		—			—			89			—			89
Net increase in cash		23,057			16,517			10,153			—			49,727
Cash at beginning of period		37,668			15,671			18,235			—			71,574
Cash at end of period	$	60,725		$	32,188		$	28,388		$	—		$	121,301

Condensed Consolidating Statement of Cash Flows:

	For the Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(41,714	)	$	66,180		$	57,699		$	—		$	82,165
Investing activities:
Acquisition and deposits on real estate investments		—			—			(22,000	)		—			(22,000	)
Capital expenditures		—			(16,359	)		(22,405	)		—			(38,764	)
Proceeds from sale of properties		—			11,600			(325	)		—			11,275
Proceeds from release of collateral on loan payable		—			—			11,167			—			11,167
Principal payments received on mortgage loans receivable		—			23			4,185			—			4,208
Changes in restricted cash		36			(6,271	)		(5,292	)		—			(11,527	)
Other		(750	)		—			(315	)		—			(1,065	)
Intercompany investing		84,738			—			—			(84,738	)		—
Net cash provided by (used in) investing activities		84,024			(11,007	)		(34,985	)		(84,738	)		(46,706	)
Financing activities:
Redemptions of common stock		(5,995	)		—			—			—			(5,995	)
Distributions to stockholders, net of reinvestments		(39,982	)		—			—			—			(39,982	)
Proceeds under line of credit		—			50,000			—			—			50,000
Proceeds from mortgage loans and other notes payable		—			—			30,000			—			30,000
Principal payments on line of credit		—			(40,000	)		—			—			(40,000	)
Principal payments on mortgage loans and senior notes		—			(5,930	)		(4,330	)		—			(10,260	)
Principal payments on capital leases		—			(264	)		(788	)		—			(1,052	)
Payment of loan costs		—			—			(749	)		—			(749	)
Intercompany financing		—			(48,763	)		(35,975	)		84,738			—
Net cash provided by (used in) financing activities		(45,977	)		(44,957	)		(11,842	)		84,738			(18,038	)
Effect of exchange rate fluctuation on cash		—			—			(73	)		—			(73	)
Net increase (decrease) in cash		(3,667	)		10,216			10,799			—			17,348
Cash at beginning of period		39,219			14,125			19,880			—			73,224
Cash at end of period	$	35,552		$	24,341		$	30,679		$	—		$	90,572

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Real Estate Investment Properties Net - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Depreciation and amortization expenses	$ 59.6	$ 54.0

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the quarter and six months ended June 30, 2014 may not be indicative of the results that may be expected for the year ending December 31, 2014. Amounts as of December 31, 2013 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The accompanying unaudited condensed 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 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.

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 unaudited condensed 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.

Adopted Accounting Pronouncements

Adopted Accounting Pronouncements — In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a similar Tax Loss, or a Tax Credit Carryforward Exists.” This update clarified the guidance in subtopic 740 and requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward to the extent one is available. Effective January 1, 2014, the Company adopted this ASU. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows.

Recent Accounting Pronouncements

Recent Accounting Pronouncements — In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This update changes the criteria for reporting discontinued operations where only disposals representing a strategic shift that have a major effect on the organization’s operations and financial results in operations should be presented as discontinued operations. If the disposal qualifies as a discontinued operation under ASU 2014-08, the entity will be required to provide expanded disclosures. The guidance will be applied prospectively to new disposals and new classifications of disposal groups held for sale after the effective date. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 with early adoption permitted but only for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. The Company elected not to early adopt ASU 2014-08 and is currently evaluating the amendments of ASU 2014-08. These amendments are expected to impact the Company’s determinations of which future property disposals, if any, qualify as discontinued operations, as well as require additional disclosures about discontinued operations.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new Accounting Standards Codification (“ASC”) topic (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, lease contracts). This ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted using one of two retrospective application methods: 1) retrospectively to each prior reporting period presented or 2) as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the amendments of ASU 2014-09; however, these amendments could potentially have a significant impact on its consolidated financial position, results of operations or cash flows.

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Condensed Consolidated Statements of Stockholders' Equity (USD $) In Thousands	Total	Common Stock	Capital in Excess of Par Value	Accumulate Deficit	Accumulated Distributions	Accumulated Other Comprehensive Income (Loss)
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
Subscriptions received for common stock through distribution reinvestment plan (in shares)		7,901
Subscriptions received for common stock through distribution reinvestment plan	54,936	79	54,857
Redemption of common stock (in shares)		(1,645)
Redemption of common stock	(11,955)	(17)	(11,938)
Net loss	(252,539)			(252,539)
Distributions, declared and paid ($0.4252 per share for 2013 and 0.2126 per share for 2014)	(135,450)				(135,450)
Foreign currency translation adjustment	(1,563)					(1,563)
Amortization of loss and 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 9)	1,863					1,863
Balance at Dec. 31, 2013	1,368,378	3,226	2,846,265	(401,985)	(1,073,422)	(5,706)
Balance (in shares) at Dec. 31, 2013		322,627
Subscriptions received for common stock through distribution reinvestment plan (in shares)		3,970
Subscriptions received for common stock through distribution reinvestment plan	27,176	40	27,136
Redemption of common stock (in shares)		(884)
Redemption of common stock	(5,977)	(9)	(5,968)
Net loss	(28,858)			(28,858)
Distributions, declared and paid ($0.4252 per share for 2013 and 0.2126 per share for 2014)	(68,720)				(68,720)
Foreign currency translation adjustment	95					95
Amortization of loss and loss on termination of cash flow hedges	3,431					3,431
Current period adjustment to recognize changes in fair value of cash flow hedges, net of reclassifications (Note 9)	612					612
Balance at Jun. 30, 2014	$ 1,296,137	$ 3,257	$ 2,867,433	$ (430,843)	$ (1,142,142)	$ (1,568)
Balance (in shares) at Jun. 30, 2014		325,713

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Real estate investment properties, net	$ 180,196	$ 184,306
Mortgages and other notes payable	$ 68,369	$ 87,095
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	349,084,000	345,114,000
Common stock, shares outstanding	325,713,000	322,627,000

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Indebtedness

6 Months Ended

Jun. 30, 2014

Indebtedness

8. Indebtedness:

In February 2014, the Company obtained a $40.0 million loan with an existing third-party lender. The loan bears interest at 30-day LIBOR plus 3.50% with a 1.50% LIBOR floor and matures in April 2017. This is a supplement to one of the Company’s existing loans which is collateralized by six ski and mountain lifestyle properties of which one of the properties is a VIE due to a potential future buy-out option. See Footnote 6. “Variable Interest and Unconsolidated Entities” above for additional information. The other terms of the existing loan remain the same.

In June 2014, the Company repaid two of its loans with an aggregate outstanding principal balance of $84.7 million with the net sales proceeds received from selling its multi-family residential property and proceeds from its revolving line of credit. Also, in June 2014, the Company funded the acquisition of three senior housing properties through its revolving line of credit. As of June 30, 2014, the Company’s revolving line of credit had an outstanding principal balance of $152.5 million.

In June 2014, the Company extended the maturity date of its collateralized bridge loan from June 30, 2014 to December 20, 2014 and paid an extension fee of 0.25%. Simultaneously with exercising its extension option, the Company repaid $7.0 million of the principal balance. As of June 30, 2014, the total outstanding principal balance was approximately $105.0 million.

Certain of the Company’s loans require the Company to meet certain customary financial covenants and ratios including fixed charge coverage ratio, leverage ratio, interest coverage ratio, debt to total assets ratio and limitations on distributions except as required to maintain the Company’s REIT status. In addition, under the terms of the indenture governing our senior notes which place certain limitations on the Company and certain of its subsidiaries, cash distributions may not exceed 95% of the adjusted funds from operations as defined. The Company was in compliance with all applicable provisions as of June 30, 2014.

The estimated fair values of mortgages and other notes payable and the line of credit were approximately $860.3 million and $803.7 million as of June 30, 2014 and December 31, 2013, respectively, 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 was approximately $417.4 million and $410.4 million as of June 30, 2014 and December 31, 2013, respectively, 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 June 30, 2014 and December 31, 2013 because of the relatively short maturities of the obligations.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 08, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Trading Symbol	ck0001261159
Entity Registrant Name	CNL LIFESTYLE PROPERTIES INC
Entity Central Index Key	0001261159
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		325,711,683

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Derivative Instruments and Hedging Activities

6 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities

9. 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.

As of December 31, 2013, the Company had five interest rate swaps that were designed as cash flow hedges of interest payments from their inception. During the six months ended June 30, 2014, two of the loans were paid in full and the corresponding interest rate swaps with an aggregate notional amount of approximately $84.7 million were terminated. As a result, the ineffective portion of the change in fair value resulting from the termination of hedges included in other comprehensive loss in the accompanying condensed consolidated balance sheets was reclassified to interest expense and loan cost amortization in the accompanying condensed consolidated statements of operations in both income (loss) from continuing and discontinued operations for the six months ended June 30, 2014. As of June 30, 2014, the Company had three interest rate swaps. The fair value of the Company’s derivative financial instruments is included in other liabilities in the accompanying condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013.

The following table summarizes the gross and net amounts of the Company’s derivative financial instruments (in thousands):

			As of June 30, 2014								Gross Amounts Not Offset in the Balance Sheets
Notional Amount of Cash Flow Hedges			Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheets		Net Amounts of Liabilities Presented in the Balance Sheets			Financial Instruments			Cash Collateral		Net Amount
$	8,577		$	(776	)	$	—	$	(776	)	$	(776	)	$	—	$	(776	)
$	16,352	(1)	$	(109	)	$	—	$	(109	)	$	(109	)	$	—	$	(109	)
$	15,000		$	(419	)	$	—	$	(419	)	$	(419	)	$	—	$	(419	)

			As of December 31, 2013								Gross Amounts Not Offset in the Balance Sheets
Notional Amount of Cash Flow Hedges			Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheets		Net Amounts of Liabilities Presented in the Balance Sheets			Financial Instruments			Cash Collateral		Net Amount
$	61,042		$	(1,748	)	$	—	$	(1,748	)	$	(1,748	)	$	—	$	(1,748	)
$	8,746		$	(743	)	$	—	$	(743	)	$	(743	)	$	—	$	(743	)
$	16,603	(1)	$	(233	)	$	—	$	(233	)	$	(233	)	$	—	$	(233	)
$	15,450		$	(524	)	$	—	$	(524	)	$	(524	)	$	—	$	(524	)
$	24,811		$	(446	)	$	—	$	(446	)	$	(446	)	$	—	$	(446	)

FOOTNOTE:

⁽¹⁾  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 0.94 Canadian dollars for $1.00 U.S. dollar on June 30, 2014 and December 31, 2013.

As of June 30, 2014, the Company’s remaining three 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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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Revenues:
Rental income from operating leases	$ 34,524		$ 30,223		$ 77,378		$ 69,693
Property operating revenues	87,308		79,791		138,976		126,594
Interest income on mortgages and other notes receivable	2,946		3,363		6,079		6,782
Total revenues	124,778		113,377		222,433		203,069
Expenses:
Property operating expenses	70,096		66,134		121,100		113,386
Asset management fees to advisor	7,507	[1]	9,212	[1]	16,078	[1]	18,425	[1]
General and administrative	5,121		4,962		9,117		8,955
Ground lease and permit fees	2,980		2,468		6,623		6,470
Acquisition fees and costs	1,279		546		2,003		913
Other operating expenses	1,028		1,258		1,791		1,936
Bad debt expense (recovery)	(9)		4,033		997		4,059
Recovery on lease terminations	(741)				(741)
Loan loss provision	2,520				2,520
Impairment provision			42,451				42,451
Depreciation and amortization	31,098		28,837		63,032		57,595
Total expenses	120,879		159,901		222,520		254,190
Operating income (loss)	3,899		(46,524)		(87)		(51,121)
Other income (expense):
Interest and other income	89		71		91		397
Interest expense and loan cost amortization (includes $404 loss on termination of cash flow hedge for both the quarter and six months ended June 30, 2014)	(19,707)		(16,397)		(38,767)		(32,661)
Loss on extinguishment of debt	(196)				(196)
Equity in earnings (loss) of unconsolidated entities	(526)		6,159		3,773		5,036
Total other income (expense)	(20,340)		(10,167)		(35,099)		(27,228)
Income (loss) from continuing operations	(16,441)		(56,691)		(35,186)		(78,349)
Income (loss) from discontinued operations (includes $2,613 and $3,027 amortization of loss and loss on termination of cash flow hedges for the quarter and six months ended June 30, 2014, respectively, and $413 and $827 amortization of loss on termination of cash flow hedges for the quarter and six months ended June 30, 2013, respectively)	7,936		1,486		6,328		(155)
Net income (loss)	$ (8,505)		$ (55,205)		$ (28,858)		$ (78,504)
Income (loss) per share of common stock (basic and diluted)
Continuing operations	$ (0.05)		$ (0.18)		$ (0.11)		$ (0.25)
Discontinued operations	$ 0.02		$ 0.01		$ 0.02		$ 0.00
Loss per share	$ (0.03)		$ (0.17)		$ (0.09)		$ (0.25)
Weighted average number of shares of common stock outstanding (basic and diluted)	324,197		317,959		323,424		317,175

[1] Amounts are recorded as asset management fees to Advisor in the accompanying unaudited condensed consolidated statements of operations.

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Acquisitions

6 Months Ended

Jun. 30, 2014

Acquisitions

3. Acquisitions:

During the six months ended June 30, 2014, the Company acquired four senior housing properties for an aggregate purchase price of approximately $53.1 million. These properties are subject to long-term triple net leases with an initial term of 10 years with renewal options. During the six months ended June 30, 2013, the Company acquired one senior housing property for a purchase price of $22.0 million, net of the present value of entrance fees liabilities assumed of approximately $13.8 million. The property is subject to a long-term triple-net lease with an initial term of 20 years with renewal options. The acquisitions during the six months ended June 30, 2014 and 2013 were not considered material to the Company.

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Significant Accounting Policies

2. Significant Accounting Policies:

Principles of Consolidation and Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the quarter and six months ended June 30, 2014 may not be indicative of the results that may be expected for the year ending December 31, 2014. Amounts as of December 31, 2013 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The accompanying unaudited condensed 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 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.

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 unaudited condensed 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.

Adopted Accounting Pronouncements — In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a similar Tax Loss, or a Tax Credit Carryforward Exists.” This update clarified the guidance in subtopic 740 and requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward to the extent one is available. Effective January 1, 2014, the Company adopted this ASU. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or cash flows.

Recent Accounting Pronouncements — In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This update changes the criteria for reporting discontinued operations where only disposals representing a strategic shift that have a major effect on the organization’s operations and financial results in operations should be presented as discontinued operations. If the disposal qualifies as a discontinued operation under ASU 2014-08, the entity will be required to provide expanded disclosures. The guidance will be applied prospectively to new disposals and new classifications of disposal groups held for sale after the effective date. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 with early adoption permitted but only for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. The Company elected not to early adopt ASU 2014-08 and is currently evaluating the amendments of ASU 2014-08. These amendments are expected to impact the Company’s determinations of which future property disposals, if any, qualify as discontinued operations, as well as require additional disclosures about discontinued operations.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new Accounting Standards Codification (“ASC”) topic (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, lease contracts). This ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted using one of two retrospective application methods: 1) retrospectively to each prior reporting period presented or 2) as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the amendments of ASU 2014-09; however, these amendments could potentially have a significant impact on its consolidated financial position, results of operations or cash flows.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies

14. Commitments and Contingencies:

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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Fair Value Measurements

6 Months Ended

Jun. 30, 2014

Fair Value Measurements

10. Fair Value Measurements:

The Company had 52 investment properties that were classified as assets held for sale and carried at fair value less estimated costs to sell as of June 30, 2014. In addition, the Company had 48 investment properties carried at fair value less estimated costs to sell as of December 31, 2013. The level 3 unobservable inputs used in determining the fair value of the real estate properties include comparable sales transactions, information from potential buyers and management’s estimated cash flows over various holding periods, discounted using a range of estimated capitalization rates. The fair value of 52 properties, which approximates 100% of the assets held for sale as of June 30, 2014, was derived based upon information received from potential buyers.

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 June 30, 2014 and December 31, 2013, as follows (in thousands):

	Fair Value Measurement as of June 30, 2014		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	328,277	$	—	$	—	$	328,277
Liabilities:
Derivative instruments	$	1,304	$	—	$	1,304	$	—

	Fair Value Measurement as of December 31, 2013		Level 1		Level 2		Level 3
Assets:
Assets held for sale carried at fair value	$	90,794	$	—	$	—	$	90,794
Real estate investment properties, net carried at fair value	$	304,703	$	—	$	—	$	304,703
Liabilities:
Derivative instruments	$	3,694	$	—	$	3,694	$	—

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Variable Interest and Unconsolidated Entities

6 Months Ended

Jun. 30, 2014

Variable Interest and Unconsolidated Entities

6. Variable Interest and Unconsolidated Entities:

Consolidated VIEs — The Company has four 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 are currently exercisable but the tenants have not elected to do so. The fourth tenant’s buy-out option will be exercisable in July 2018. The four buy-out options expire between July 2020 through March 2030. 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 unaudited condensed consolidated financial statements.

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):

	June 30, 2014		December 31, 2013
Assets
Real estate investment properties, net	$	180,196	$	184,306
Other assets	$	27,740	$	29,075
Liabilities
Mortgages and other notes payable	$	68,369	$	87,095
Other liabilities	$	15,043	$	13,214

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 $124.5 million and $113.1 million as of June 30, 2014 and December 31, 2013, respectively. The Company’s exposure is limited because of the non-recourse nature of the borrowings of the VIEs.

Unconsolidated Entities — As of June 30, 2014, the Company holds ownership in two ventures, the DMC Partnership and the Intrawest 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 partner in the Intrawest Joint Venture, 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 limited to the carrying amount of its investment in the venture, which totaled approximately $22.9 million and $25.2 million as of June 30, 2014 and December 31, 2013, respectively.

The Intrawest Venture is working with the Canada Revenue Authority to resolve matters related to one of its entities. The Intrawest Venture’s maximum exposure relating to these matters is approximately $14.6 million. However, the Intrawest Venture believes the more likely than not resolution will be approximately $1.4 million. As such, an accrual of $1.4 million has been reflected in the financial information of the Intrawest Venture.

In June 2014, the Intrawest Venture decided to discontinue marketing for sale six of its seven village retail properties. As a result, the properties no longer met the asset held for sale criteria and were reclassified as held and used at the lower of adjusted carrying value (carrying value of the properties prior to being classified as held for sale adjusted for any depreciation and/or amortization expense that would have been recognized had the properties been continuously classified as held and used) or its fair value at the date of the subsequent decision not to sell. As of June 30, 2014, the adjusted carrying value was determined to be the lower, as such, the Intrawest Venture recorded an adjustment representing the catch up in depreciation and amortization expenses that would have been recognized had the properties been continuously classified as held and used. The seventh village retail property continues to be marketed for sale and the Intrawest Venture expects to complete the sale by the end of 2014.

The following tables present financial information for the Company’s unconsolidated entities for the quarter and six months ended June 30, 2014 and 2013 (in thousands):

Summarized operating data:

	Quarter Ended June 30, 2014
	DMC Partnership			Intrawest Venture			Total
Revenues	$	6,869		$	4,152		$	11,021
Property operating expenses		(93	)		(2,489	)		(2,582	)
Depreciation and amortization		(2,250	)		(4,337	)		(6,587	)
Interest expense		(1,918	)		(1,296	)		(3,214	)
Income (loss) from continuing operations		2,608			(3,970	)		(1,362	)
Discontinued operations (3)		—			375			375
Net income (loss)	$	2,608		$	(3,595	)	$	(987	)
Loss allocable to other venture partners (1)	$	(220	)	$	(402	) (2)	$	(622	)
Income (loss) allocable to the Company (1)	$	2,828		$	(3,193	)	$	(365	)
Amortization of capitalized costs		(108	)		(53	)		(161	)
Equity in earnings (loss) of unconsolidated entities	$	2,720		$	(3,246	)	$	(526	)
Distributions declared to the Company	$	2,829		$	492		$	3,321
Distributions received by the Company	$	2,797		$	658		$	3,455

	Quarter Ended June 30, 2013
	DMC Partnership			Intrawest Venture			CNLSun I Venture (4)			CNLSun II Venture (4)			CNLSun III Venture (4)			Total
Revenues	$	6,870		$	4,465		$	36,114		$	10,021		$	10,714		$	68,184
Property operating expenses		(84	)		(2,378	)		(23,080	)		(6,550	)		(7,251	)		(39,343	)
Depreciation and amortization		(2,251	)		—			(5,407	)		(1,136	)		(1,426	)		(10,220	)
Interest expense		(1,979	)		(1,178	)		(8,117	)		(902	)		(1,464	)		(13,640	)
Interest and other income (expense)		1			(227	)		8			—			—			(218	)
Income (loss) from continuing operations		2,557			682			(482	)		1,433			573			4,763
Discontinued operations (3)		—			454			—			—			—			454
Net income (loss)	$	2,557		$	1,136		$	(482	)	$	1,433		$	573		$	5,217
Income (loss) allocable to other venture partners (1)	$	(271	)	$	(403	) (2)	$	(1,761	)	$	455		$	(84	)	$	(2,064	)
Income (loss) allocable to the Company (1)	$	2,828		$	1,539		$	1,279		$	978		$	657		$	7,281
Amortization of capitalized costs		(109	)		(59	)		(652	)		(216	)		(86	)		(1,122	)
Equity in earnings of unconsolidated entities	$	2,719		$	1,480		$	627		$	762		$	571		$	6,159
Distributions declared to the Company	$	2,829		$	749		$	3,920		$	522		$	835		$	8,855
Distributions received by the Company	$	2,797		$	770		$	3,878		$	517		$	825		$	8,787

	Six Months Ended June 30, 2014
	DMC Partnership			Intrawest Venture			Total
Revenues	$	14,779		$	8,601		$	23,380
Property operating expenses		(264	)		(4,730	)		(4,994	)
Depreciation and amortization		(4,452	)		(4,337	)		(8,789	)
Interest expense		(3,834	)		(2,409	)		(6,243	)
Income (loss) from continuing operations		6,229			(2,875	)		3,354
Discontinued operations (3)		—			546			546
Net income (loss)	$	6,229		$	(2,329	)	$	3,900
Income (loss) allocable to other venture partners (1)	$	604		$	(799	) (2)	$	(195	)
Income (loss) allocable to the Company (1)	$	5,625		$	(1,530	)	$	4,095
Amortization of capitalized costs		(216	)		(106	)		(322	)
Equity in earnings (loss) of unconsolidated entities	$	5,409		$	(1,636	)	$	3,773
Distributions declared to the Company	$	5,626		$	1,150		$	6,776
Distributions received by the Company	$	5,656		$	919		$	6,575

	Six Months Ended June 30, 2013
	DMC Partnership			Intrawest Venture			CNLSun I Venture (4)			CNLSun II Venture (4)			CNLSun III Venture (4)			Total
Revenues	$	14,322		$	8,925		$	71,287		$	19,654		$	21,549		$	135,737
Property operating expenses		(244	)		(4,712	)		(45,999	)		(15,439	)		(14,609	)		(81,003	)
Depreciation and amortization		(4,549	)		—			(10,994	)		(2,244	)		(2,874	)		(20,661	)
Interest expense		(3,950	)		(2,357	)		(16,154	)		(2,057	)		(2,928	)		(27,446	)
Interest and other income (expense)		3			(395	)		20			—			—			(372	)
Income (loss) from continuing operations		5,582			1,461			(1,840	)		(86	)		1,138			6,255
Discontinued operations (3)		—			619			—			—			—			619
Net income (loss)	$	5,582		$	2,080		$	(1,840	)	$	(86	)	$	1,138		$	6,874
Income (loss) allocable to other venture partners (1)	$	(44	)	$	(799	) (2)	$	(1,341	)	$	(8	)	$	1,788		$	(404	)
Income (loss) allocable to the Company (1)	$	5,626		$	2,879		$	(499	)	$	(78	)	$	(650	)	$	7,278
Amortization of capitalized costs		(217	)		(117	)		(1,305	)		(431	)		(172	)		(2,242	)
Equity in earnings (loss) of unconsolidated entities	$	5,409		$	2,762		$	(1,804	)	$	(509	)	$	(822	)	$	5,036
Distributions declared to the Company	$	5,626		$	1,118		$	7,797		$	1,039		$	1,660		$	17,240
Distributions received by the Company	$	5,649		$	1,459		$	7,830		$	1,045		$	4,130		$	20,113

FOOTNOTES:

⁽¹⁾  Income (loss) is allocated between the Company and its partnership using the hypothetical liquidation book value (“HLBV”) method of accounting.

⁽²⁾  This amount includes 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 the purposes of the HLBV calculation.

⁽³⁾  This amount represents the one village retail property that remains classified as an asset held for sale.

⁽⁴⁾  In July 2013, the Company completed the sale of its interest in 42 senior housing properties held through the CNLSun I, CNLSun II and CNLSun III ventures.

As of June 30, 2014 and December 31, 2013, the Company’s share of partners’ capital determined under HLBV was approximately $122.3 million and $124.9 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 $7.8 million and $7.4 million, respectively.

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Consolidating Statement of Comprehensive Income (loss) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	$ (8,505)	$ (55,205)	$ (28,858)	$ (78,504)	$ (252,539)
Other comprehensive income (loss):
Foreign currency translation adjustments	784	(754)	95	(1,214)	(1,563)
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges	3,017	413	3,431	827	1,655
Unrealized gain (loss) arising during the period	290	1,020	612	1,399
Total other comprehensive income (loss)	4,091	679	4,138	1,012
Comprehensive income (loss)	(4,414)	(54,526)	(24,720)	(77,492)
Issuer
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	(8,505)	(55,205)	(28,858)	(78,504)
Other comprehensive income (loss):
Foreign currency translation adjustments	784	(754)	95	(1,214)
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges	3,017	413	3,431	827
Unrealized gain (loss) arising during the period	290	1,020	612	1,399
Total other comprehensive income (loss)	4,091	679	4,138	1,012
Comprehensive income (loss)	(4,414)	(54,526)	(24,720)	(77,492)
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	26,419	(25,538)	26,596	(26,865)
Changes in fair value of cash flow hedges:
Comprehensive income (loss)	26,419	(25,538)	26,596	(26,865)
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	30,177	(26,842)	27,803	(27,704)
Other comprehensive income (loss):
Foreign currency translation adjustments	784	(754)	95	(1,214)
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges	3,017	413	3,431	827
Unrealized gain (loss) arising during the period	290	1,020	612	1,399
Total other comprehensive income (loss)	4,091	679	4,138	1,012
Comprehensive income (loss)	34,268	(26,163)	31,941	(26,692)
Consolidating Adjustments
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	(56,596)	52,380	(54,399)	54,569
Other comprehensive income (loss):
Foreign currency translation adjustments	(784)	754	(95)	1,214
Changes in fair value of cash flow hedges:
Amortization of loss and loss on termination of cash flow hedges	(3,017)	(413)	(3,431)	(827)
Unrealized gain (loss) arising during the period	(290)	(1,020)	(612)	(1,399)
Total other comprehensive income (loss)	(4,091)	(679)	(4,138)	(1,012)
Comprehensive income (loss)	$ (60,687)	$ 51,701	$ (58,537)	$ 53,557

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Real Estate Investment Properties, net

6 Months Ended

Jun. 30, 2014

Real Estate Investment Properties, net

4. Real Estate Investment Properties, net:

As of June 30, 2014 and December 31, 2013, real estate investment properties consisted of the following (in thousands):

	June 30, 2014			December 31, 2013
Land and land improvements	$	641,749		$	904,409
Leasehold interests and improvements		274,145			311,560
Buildings		873,395			926,098
Equipment		657,793			692,854
Less: accumulated depreciation and amortization		(642,184	)		(765,948	)
	$	1,804,898		$	2,068,973

For the six months ended June 30, 2014 and 2013, the Company had depreciation and amortization expenses of approximately $59.6 million and $54.0 million, respectively, excluding properties that the Company classified as assets held for sale.

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Assets Held for Sale, net and Discontinued Operations

6 Months Ended

Jun. 30, 2014

Assets Held for Sale, net and Discontinued Operations

5. Assets Held for Sale, net and Discontinued Operations:

Assets Held for Sale, net — As of December 31, 2013, the Company classified five properties as assets held for sale. In March 2014, the Company approved a plan to sell its golf portfolio, consisting of 48 properties, and one family entertainment center and classified those properties as assets held for sale. In June 2014, the Company signed a purchase and sale agreement to sell its golf portfolio to a third-party buyer and expects to complete the sale by the end of 2014. Also in June 2014, the Company sold its multi-family residential property, which was one of the five properties classified as assets held for sale as of December 31, 2013, and received net sales proceeds of approximately $73.5 million. In connection with the transaction, the Company recorded a loss of approximately $0.1 million. In addition, during the six months ended June 30, 2014, the Company decided to discontinue marketing the sale of its unimproved land and reclassified the unimproved land as held and used. As of June 30, 2014, the Company classified 52 properties as assets held for sale. The following table presents the net carrying value of the properties classified as assets held for sale (in thousands):

	June 30, 2014		December 31, 2013
Real estate investment properties, net
Land and land improvements	$	196,780	$	40,097
Building and building improvements		104,240		47,989
Equipment		15,848		2,708
		316,868		90,794
Intangibles, net		8,501		—
Accounts and other receivables, net		2,908		—
Total	$	328,277	$	90,794

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 sale, which were not accounted for under the equity method of accounting, as of June 30, 2014, as discontinued operations in the accompanying unaudited condensed consolidated statements of operations.

The following table is a summary of income (loss) from discontinued operations for the quarter and six months ended June 30, 2014 and 2013 (in thousands):

	Quarter Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenues	$	21,696		$	20,720		$	39,454		$	38,149
Expenses		(10,940	)		(11,494	)		(20,236	)		(21,188	)
Impairment provision		(1,150	)		—			(4,464	)		—
Depreciation and amortization		—			(7,796	)		(4,925	)		(15,221	)
Operating income		9,606			1,430			9,829			1,740
Gain (loss) from sale of properties		(73	)		2,080			(70	)		2,083
Gain on extinguishment of debt (1)		2,603			—			2,603			—
Other expense (2)		(4,200	)		(2,024	)		(6,034	)		(3,978	)
Income (loss) from discontinued operations	$	7,936		$	1,486		$	6,328		$	(155	)

FOOTNOTES:

(1) In June 2014, the Company completed the sale of its multi-family residential property and used the net sales proceeds to retire the corresponding loan which resulted in a gain on extinguishment of debt.

(2) Amounts include amortization of loss and loss on termination of cash flow hedge of approximately $2.6 million and $3.0 million for the quarter and six months ended June 30, 2014, respectively. In addition, amounts include amortization of loss on termination of cash flow hedge of approximately $0.4 million and $0.8 million for the quarter and six months ended June 30, 2013, respectively. See Note 9. “Derivative Instruments and Hedging Activities” for additional information.

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Mortgages and Other Notes Receivable, net

6 Months Ended

Jun. 30, 2014

Mortgages and Other Notes Receivable, net

7. Mortgages and Other Notes Receivable, net:

In April 2014, the Company foreclosed on an attractions property that served as collateral on one of its mortgage notes receivable. The net carrying value of the collateral was $7.9 million, which approximated the carrying value of the loan.

In December 2013, the Company recorded a loan loss provision in anticipation of restructuring one of its notes receivable, which was collateralized by a ski property, as a result of the borrower having financial difficulties. In April 2014, the Company completed the restructure which reduced the fixed interest rates with a cap of 11% to a fixed interest rate of 6.5% through end of 2014 and 7% from January 2015 through December 2018. In addition, the maturity date was accelerated from September 2022 to a new maturity date of December 2018. The loan requires interest only payments with principal payment at maturity. The modification is effective as of September 1, 2013.

In June 2014, the Company recorded a loan loss provision of approximately $2.5 million on one of its mortgage and other notes receivable as a result of uncertainty related to the collectability of the note receivable.

The estimated fair market value of the Company’s mortgages and other notes receivable was approximately $100.2 million and $112.2 million as of June 30, 2014 and December 31, 2013, respectively, based on discounted cash flows for each individual instrument based on market interest rates as of June 30, 2014 and December 31, 2013, 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 estimated fair value of accounts and other receivables approximates the carrying value as of June 30, 2014 and December 31, 2013 because of the relatively short maturities of the obligations.

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Acquisitions - Additional Information (Detail) (USD $)	1 Months Ended	6 Months Ended
	Jun. 30, 2014 Property	Jun. 30, 2014 Property	Jun. 30, 2013 Property
Business Combination, Transactions [Line Items]
Number of properties acquired	3	4	1
Purchase price		$ 53,100,000	$ 22,000,000
Long-term triple-net lease for an initial term renewal options		10 years	20 years
Assumption of entrance fee liabilities			$ 13,800,000

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Fair Value of Financial Assets and Liabilities Carried at Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Assets:
Assets held for sale carried at fair value	$ 328,277	$ 90,794
Real estate investment properties, net carried at fair value		304,703
Liabilities:
Derivative instruments	1,304	3,694
Level 2
Liabilities:
Derivative instruments	1,304	3,694
Level 3
Assets:
Assets held for sale carried at fair value	328,277	90,794
Real estate investment properties, net carried at fair value		$ 304,703

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Stockholders' Equity

6 Months Ended

Jun. 30, 2014

Stockholders' Equity

12. Stockholders’ Equity:

Distribution Reinvestment Plan — For the six months ended June 30, 2014, the Company received aggregate proceeds of approximately $27.2 million (representing 4.0 million shares) through its DRP.

Distributions — For the six months ended June 30, 2014, the Company declared and paid distributions of approximately $68.7 million ($0.2126 per share).

Redemption of Shares — The aggregate amount of funds under the redemption plan will be determined on a quarterly basis in the sole discretion of the Company’s board of directors, and may be less than but is not expected to exceed the aggregate proceeds from the Company’s DRP (subject to a $3.0 million quarterly cap which has been established by the Company’s board of directors).

In March 2014, the Company’s Board approved a revised estimated net asset value (“NAV”) of $6.85 per share as of December 31, 2013 and redemptions were processed at that price effective March 2014. Prior to March 2014, the Company’s redemption plan provided for redemptions of its common stock at prices ranging between 92.5% and 100.0% of its current estimated NAV per share, depending on the length of time that the shares were owned. In March 2014, the Company’s Board approved the Fourth Amended and Restated Redemption Plan which discontinued the tiered redemption price structure and permitted shares that have been held for at least one year to be submitted for redemption at an amount equal to the Company’s NAV per share as of the redemption date. The following details the Company’s redemptions for the six months ended June 30, 2014 (in thousands, except per share data):

2014 Quarters	First			Second			Year-To-Date
Requests in queue		10,547			10,798			10,547
Redemptions requested		778			864			1,642
Shares redeemed:
Prior period requests		(135	)		(80	)		(215	)
Current period requests		(300	)		(369	)		(669	)
Adjustments (1)		(92	)		(404	)		(496	)
Pending redemption requests (2)		10,798			10,809			10,809
Average price paid per share	$	6.85		$	6.85		$	6.85

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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Assets Held for Sale, net and Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2014

Net Carrying Value of Assets Held for Sale

The following table presents the net carrying value of the properties classified as assets held for sale (in thousands):

	June 30, 2014		December 31, 2013
Real estate investment properties, net
Land and land improvements	$	196,780	$	40,097
Building and building improvements		104,240		47,989
Equipment		15,848		2,708
		316,868		90,794
Intangibles, net		8,501		—
Accounts and other receivables, net		2,908		—
Total	$	328,277	$	90,794

Summary of Income(Loss) from Discontinued Operations

The following table is a summary of income (loss) from discontinued operations for the quarter and six months ended June 30, 2014 and 2013 (in thousands):

	Quarter Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenues	$	21,696		$	20,720		$	39,454		$	38,149
Expenses		(10,940	)		(11,494	)		(20,236	)		(21,188	)
Impairment provision		(1,150	)		—			(4,464	)		—
Depreciation and amortization		—			(7,796	)		(4,925	)		(15,221	)
Operating income		9,606			1,430			9,829			1,740
Gain (loss) from sale of properties		(73	)		2,080			(70	)		2,083
Gain on extinguishment of debt (1)		2,603			—			2,603			—
Other expense (2)		(4,200	)		(2,024	)		(6,034	)		(3,978	)
Income (loss) from discontinued operations	$	7,936		$	1,486		$	6,328		$	(155	)

FOOTNOTES:

(1) In June 2014, the Company completed the sale of its multi-family residential property and used the net sales proceeds to retire the corresponding loan which resulted in a gain on extinguishment of debt.

(2) Amounts include amortization of loss and loss on termination of cash flow hedge of approximately $2.6 million and $3.0 million for the quarter and six months ended June 30, 2014, respectively. In addition, amounts include amortization of loss on termination of cash flow hedge of approximately $0.4 million and $0.8 million for the quarter and six months ended June 30, 2013, respectively. See Note 9. “Derivative Instruments and Hedging Activities” for additional information.

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Derivative Financial Instruments Included in Other Liabilities (Parenthetical) (Detail) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Derivative [Line Items]
Loan denominated in Canadian dollars	$ 20,000,000
Fixed interest rate	6.40%
U.S. exchange rate for Canadian dollars	0.94	0.94
Foreign currency exchange rate conversion to dollars	$ 1.00	$ 1.00

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Variable Interest and Unconsolidated Entities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014 Option Entity Property	Dec. 31, 2013
Variable Interest Entity [Line Items]
Number of wholly-owned subsidiaries	4
Number of buy out options exercisable	3
Number of remaining buy out options exercisable	4
Remaining buy-out options become exercisable in year	2018-07
Maximum exposure to loss on investment	$ 124.5	$ 113.1
Number of properties held for sale reclassified to be held and used	148
Canada Revenue Authority
Variable Interest Entity [Line Items]
Maximum exposure to loss on investment	14.6
Accruals for loss on investment	1.4
HLBV
Variable Interest Entity [Line Items]
Share of partners capital	122.3	124.9
Difference between carrying amount of the investment and partners capital	7.8	7.4
Joint Venture Agreement
Variable Interest Entity [Line Items]
Equity ownership in number of companies	2
Intrawest Venture | Joint Venture Agreement
Variable Interest Entity [Line Items]
Maximum exposure to loss on investment	$ 22.9	$ 25.2
Minimum
Variable Interest Entity [Line Items]
Remaining four buy-out options expiration month and year	2020-07
Minimum | Intrawest Venture | Joint Venture Agreement
Variable Interest Entity [Line Items]
Number of properties held for sale reclassified to be held and used	6
Maximum
Variable Interest Entity [Line Items]
Remaining four buy-out options expiration month and year	2030-03
Maximum | Intrawest Venture | Joint Venture Agreement
Variable Interest Entity [Line Items]
Number of properties held for sale reclassified to be held and used	7

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Condensed Consolidated Statements of Operations (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Loss on termination of cash flow hedge	$ 404		$ 404
Amortization of loss and loss on termination of cash flow hedges	3,017	413	3,431	827	1,655
Discontinued Operations
Amortization of loss and loss on termination of cash flow hedges	$ 2,613	$ 413	$ 3,027	$ 827

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Organization and Nature of Business

6 Months Ended

Jun. 30, 2014

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 June 30, 2014, the Company owned 148 lifestyle properties directly and indirectly within the following asset classes: ski and mountain lifestyle, golf facilities, senior housing, attractions, marinas and additional lifestyle properties. Eight of these 148 properties are owned through unconsolidated joint ventures and three are located in Canada. The Company raises capital through its distribution reinvestment plan (“DRP”) and uses such proceeds to make investments and for other corporate purposes. The Company may make selected asset dispositions and may use such proceeds to retire indebtedness or to invest in other income producing investment opportunities or other permitted investments.

In March 2014, the Company engaged Jefferies LLC, a leading global investment banking and advisory firm, to assist the Company’s management and its Board of Directors in actively evaluating various strategic alternatives to provide liquidity to the Company’s shareholders.

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Consolidating Statement of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended				12 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013		Dec. 31, 2013
Revenues:
Rental income from operating leases	$ 34,524		$ 30,223		$ 77,378		$ 69,693
Property operating revenues	87,308		79,791		138,976		126,594
Interest income on mortgages and other notes receivable	2,946		3,363		6,079		6,782
Total revenues	124,778		113,377		222,433		203,069
Expenses:
Property operating expenses	70,096		66,134		121,100		113,386
Asset management fees to advisor	7,507	[1]	9,212	[1]	16,078	[1]	18,425	[1]
General and administrative	5,121		4,962		9,117		8,955
Ground lease and permit fees	2,980		2,468		6,623		6,470
Acquisition fees and costs	1,279		546		2,003		913
Other operating expenses	1,028		1,258		1,791		1,936
Bad debt expense (recovery)	(9)		4,033		997		4,059
Loss (recovery) on lease terminations	(741)				(741)
Impairment provision			42,451				42,451
Loan loss provision	2,520				2,520
Depreciation and amortization	31,098		28,837		63,032		57,595
Total expenses	120,879		159,901		222,520		254,190
Operating income (loss)	3,899		(46,524)		(87)		(51,121)
Other income (expense):
Interest and other income (expense)	89		71		91		397
Interest expense and loan cost amortization	(19,707)		(16,397)		(38,767)		(32,661)
Loss on extinguishment of debt	(196)				(196)
Equity in earnings of unconsolidated entities	(526)		6,159		3,773		5,036
Total other income (expense)	(20,340)		(10,167)		(35,099)		(27,228)
Income (loss) from continuing operations	(16,441)		(56,691)		(35,186)		(78,349)
Income (loss) from discontinued operations (includes $2,613 and $3,027 amortization of loss and loss on termination of cash flow hedges for the quarter and six months ended June 30, 2014, respectively, and $413 and $827 amortization of loss on termination of cash flow hedges for the quarter and six months ended June 30, 2013, respectively)	7,936		1,486		6,328		(155)
Net income (loss)	(8,505)		(55,205)		(28,858)		(78,504)		(252,539)
Issuer
Expenses:
Asset management fees to advisor	7,507		9,212		16,078		18,425
General and administrative	3,896		4,432		7,274		7,931
Acquisition fees and costs	1,279		546		2,003		913
Other operating expenses	411		318		422		491
Total expenses	13,093		14,508		25,777		27,760
Operating income (loss)	(13,093)		(14,508)		(25,777)		(27,760)
Other income (expense):
Interest and other income (expense)	4		110		11		115
Interest expense and loan cost amortization	(7,895)		(7,847)		(15,798)		(15,704)
Equity in earnings (loss), intercompany	12,479		(32,960)		12,706		(35,155)
Total other income (expense)	4,588		(40,697)		(3,081)		(50,744)
Income (loss) from continuing operations	(8,505)		(55,205)		(28,858)		(78,504)
Net income (loss)	(8,505)		(55,205)		(28,858)		(78,504)
Guarantor Subsidiaries
Revenues:
Rental income from operating leases	12,776		14,882		28,944		33,541
Property operating revenues	27,119		20,938		30,310		21,410
Interest income on mortgages and other notes receivable	1,200		1,140		2,385		2,181
Total revenues	41,095		36,960		61,639		57,132
Expenses:
Property operating expenses	20,385		16,686		28,779		23,262
General and administrative	139		287		364		379
Ground lease and permit fees	1,858		1,463		3,756		3,575
Other operating expenses	318		106		526
Bad debt expense (recovery)	2		2,207		2		2,214
Loss (recovery) on lease terminations	(1,037)				(1,037)
Impairment provision			42,451				42,451
Depreciation and amortization	9,275		9,539		19,117		19,189
Total expenses	30,940		72,739		51,507		91,070
Operating income (loss)	10,155		(35,779)		10,132		(33,938)
Other income (expense):
Interest and other income (expense)	71		31		153		384
Interest expense and loan cost amortization	(4,679)		(3,809)		(8,401)		(7,812)
Equity in earnings of unconsolidated entities	(526)		6,159		3,773		5,036
Equity in earnings (loss), intercompany	14,176		5,699		16,008		8,337
Total other income (expense)	9,042		8,080		11,533		5,945
Income (loss) from continuing operations	19,197		(27,699)		21,665		(27,993)
Income (loss) from discontinued operations (includes $2,613 and $3,027 amortization of loss and loss on termination of cash flow hedges for the quarter and six months ended June 30, 2014, respectively, and $413 and $827 amortization of loss on termination of cash flow hedges for the quarter and six months ended June 30, 2013, respectively)	7,222		2,161		4,931		1,128
Net income (loss)	26,419		(25,538)		26,596		(26,865)
Non-Guarantor Subsidiaries
Revenues:
Rental income from operating leases	21,748		15,341		48,434		36,152
Property operating revenues	60,189		58,853		108,666		105,184
Interest income on mortgages and other notes receivable	2,873		3,285		5,933		6,630
Total revenues	84,810		77,479		163,033		147,966
Expenses:
Property operating expenses	49,711		49,448		92,321		90,124
General and administrative	1,086		243		1,479		645
Ground lease and permit fees	1,122		1,005		2,867		2,895
Other operating expenses	299		834		843		1,445
Bad debt expense (recovery)	(11)		1,826		995		1,845
Loss (recovery) on lease terminations	296				296
Loan loss provision	2,520				2,520
Depreciation and amortization	21,823		19,298		43,915		38,406
Total expenses	76,846		72,654		145,236		135,360
Operating income (loss)	7,964		4,825		17,797		12,606
Other income (expense):
Interest and other income (expense)	14		(70)		(73)		(102)
Interest expense and loan cost amortization	(8,260)		(5,803)		(16,807)		(11,174)
Loss on extinguishment of debt	(196)				(196)
Equity in earnings (loss), intercompany	29,941		(25,119)		25,685		(27,751)
Total other income (expense)	21,499		(30,992)		8,609		(39,027)
Income (loss) from continuing operations	29,463		(26,167)		26,406		(26,421)
Income (loss) from discontinued operations (includes $2,613 and $3,027 amortization of loss and loss on termination of cash flow hedges for the quarter and six months ended June 30, 2014, respectively, and $413 and $827 amortization of loss on termination of cash flow hedges for the quarter and six months ended June 30, 2013, respectively)	714		(675)		1,397		(1,283)
Net income (loss)	30,177		(26,842)		27,803		(27,704)
Consolidating Adjustments
Revenues:
Interest income on mortgages and other notes receivable	(1,127)		(1,062)		(2,239)		(2,029)
Total revenues	(1,127)		(1,062)		(2,239)		(2,029)
Expenses:
Operating income (loss)	(1,127)		(1,062)		(2,239)		(2,029)
Other income (expense):
Interest expense and loan cost amortization	1,127		1,062		2,239		2,029
Equity in earnings (loss), intercompany	(56,596)		52,380		(54,399)		54,569
Total other income (expense)	(55,469)		53,442		(52,160)		56,598
Income (loss) from continuing operations	(56,596)		52,380		(54,399)		54,569
Net income (loss)	$ (56,596)		$ 52,380		$ (54,399)		$ 54,569

[1] Amounts are recorded as asset management fees to Advisor in the accompanying unaudited condensed consolidated statements of operations.

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Variable Interest and Unconsolidated Entities (Tables)

6 Months Ended

Jun. 30, 2014

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):

	June 30, 2014		December 31, 2013
Assets
Real estate investment properties, net	$	180,196	$	184,306
Other assets	$	27,740	$	29,075
Liabilities
Mortgages and other notes payable	$	68,369	$	87,095
Other liabilities	$	15,043	$	13,214

Summarized Operating Data of Unconsolidated Entities

The following tables present financial information for the Company’s unconsolidated entities for the quarter and six months ended June 30, 2014 and 2013 (in thousands):

Summarized operating data:

	Quarter Ended June 30, 2014
	DMC Partnership			Intrawest Venture			Total
Revenues	$	6,869		$	4,152		$	11,021
Property operating expenses		(93	)		(2,489	)		(2,582	)
Depreciation and amortization		(2,250	)		(4,337	)		(6,587	)
Interest expense		(1,918	)		(1,296	)		(3,214	)
Income (loss) from continuing operations		2,608			(3,970	)		(1,362	)
Discontinued operations (3)		—			375			375
Net income (loss)	$	2,608		$	(3,595	)	$	(987	)
Loss allocable to other venture partners (1)	$	(220	)	$	(402	) (2)	$	(622	)
Income (loss) allocable to the Company (1)	$	2,828		$	(3,193	)	$	(365	)
Amortization of capitalized costs		(108	)		(53	)		(161	)
Equity in earnings (loss) of unconsolidated entities	$	2,720		$	(3,246	)	$	(526	)
Distributions declared to the Company	$	2,829		$	492		$	3,321
Distributions received by the Company	$	2,797		$	658		$	3,455

	Quarter Ended June 30, 2013
	DMC Partnership			Intrawest Venture			CNLSun I Venture (4)			CNLSun II Venture (4)			CNLSun III Venture (4)			Total
Revenues	$	6,870		$	4,465		$	36,114		$	10,021		$	10,714		$	68,184
Property operating expenses		(84	)		(2,378	)		(23,080	)		(6,550	)		(7,251	)		(39,343	)
Depreciation and amortization		(2,251	)		—			(5,407	)		(1,136	)		(1,426	)		(10,220	)
Interest expense		(1,979	)		(1,178	)		(8,117	)		(902	)		(1,464	)		(13,640	)
Interest and other income (expense)		1			(227	)		8			—			—			(218	)
Income (loss) from continuing operations		2,557			682			(482	)		1,433			573			4,763
Discontinued operations (3)		—			454			—			—			—			454
Net income (loss)	$	2,557		$	1,136		$	(482	)	$	1,433		$	573		$	5,217
Income (loss) allocable to other venture partners (1)	$	(271	)	$	(403	) (2)	$	(1,761	)	$	455		$	(84	)	$	(2,064	)
Income (loss) allocable to the Company (1)	$	2,828		$	1,539		$	1,279		$	978		$	657		$	7,281
Amortization of capitalized costs		(109	)		(59	)		(652	)		(216	)		(86	)		(1,122	)
Equity in earnings of unconsolidated entities	$	2,719		$	1,480		$	627		$	762		$	571		$	6,159
Distributions declared to the Company	$	2,829		$	749		$	3,920		$	522		$	835		$	8,855
Distributions received by the Company	$	2,797		$	770		$	3,878		$	517		$	825		$	8,787

	Six Months Ended June 30, 2014
	DMC Partnership			Intrawest Venture			Total
Revenues	$	14,779		$	8,601		$	23,380
Property operating expenses		(264	)		(4,730	)		(4,994	)
Depreciation and amortization		(4,452	)		(4,337	)		(8,789	)
Interest expense		(3,834	)		(2,409	)		(6,243	)
Income (loss) from continuing operations		6,229			(2,875	)		3,354
Discontinued operations (3)		—			546			546
Net income (loss)	$	6,229		$	(2,329	)	$	3,900
Income (loss) allocable to other venture partners (1)	$	604		$	(799	) (2)	$	(195	)
Income (loss) allocable to the Company (1)	$	5,625		$	(1,530	)	$	4,095
Amortization of capitalized costs		(216	)		(106	)		(322	)
Equity in earnings (loss) of unconsolidated entities	$	5,409		$	(1,636	)	$	3,773
Distributions declared to the Company	$	5,626		$	1,150		$	6,776
Distributions received by the Company	$	5,656		$	919		$	6,575

	Six Months Ended June 30, 2013
	DMC Partnership			Intrawest Venture			CNLSun I Venture (4)			CNLSun II Venture (4)			CNLSun III Venture (4)			Total
Revenues	$	14,322		$	8,925		$	71,287		$	19,654		$	21,549		$	135,737
Property operating expenses		(244	)		(4,712	)		(45,999	)		(15,439	)		(14,609	)		(81,003	)
Depreciation and amortization		(4,549	)		—			(10,994	)		(2,244	)		(2,874	)		(20,661	)
Interest expense		(3,950	)		(2,357	)		(16,154	)		(2,057	)		(2,928	)		(27,446	)
Interest and other income (expense)		3			(395	)		20			—			—			(372	)
Income (loss) from continuing operations		5,582			1,461			(1,840	)		(86	)		1,138			6,255
Discontinued operations (3)		—			619			—			—			—			619
Net income (loss)	$	5,582		$	2,080		$	(1,840	)	$	(86	)	$	1,138		$	6,874
Income (loss) allocable to other venture partners (1)	$	(44	)	$	(799	) (2)	$	(1,341	)	$	(8	)	$	1,788		$	(404	)
Income (loss) allocable to the Company (1)	$	5,626		$	2,879		$	(499	)	$	(78	)	$	(650	)	$	7,278
Amortization of capitalized costs		(217	)		(117	)		(1,305	)		(431	)		(172	)		(2,242	)
Equity in earnings (loss) of unconsolidated entities	$	5,409		$	2,762		$	(1,804	)	$	(509	)	$	(822	)	$	5,036
Distributions declared to the Company	$	5,626		$	1,118		$	7,797		$	1,039		$	1,660		$	17,240
Distributions received by the Company	$	5,649		$	1,459		$	7,830		$	1,045		$	4,130		$	20,113

FOOTNOTES:

⁽¹⁾  Income (loss) is allocated between the Company and its partnership using the hypothetical liquidation book value (“HLBV”) method of accounting.

⁽²⁾  This amount includes 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 the purposes of the HLBV calculation.

⁽³⁾  This amount represents the one village retail property that remains classified as an asset held for sale.

⁽⁴⁾  In July 2013, the Company completed the sale of its interest in 42 senior housing properties held through the CNLSun I, CNLSun II and CNLSun III ventures.

As of June 30, 2014 and December 31, 2013, the Company’s share of partners’ capital determined under HLBV was approximately $122.3 million and $124.9 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 $7.8 million and $7.4 million, respectively.

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Properties Classified as Assets Held for Sale (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Long Lived Assets Held-for-sale [Line Items]
Real estate investment properties, net	$ 316,868	$ 90,794
Intangibles, net	8,501
Accounts and other receivables, net	2,908
Total	328,277	90,794
Land and land improvements
Long Lived Assets Held-for-sale [Line Items]
Real estate investment properties, net	196,780	40,097
Building and Building Improvements
Long Lived Assets Held-for-sale [Line Items]
Real estate investment properties, net	104,240	47,989
Equipment
Long Lived Assets Held-for-sale [Line Items]
Real estate investment properties, net	$ 15,848	$ 2,708

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Related Party Arrangements

6 Months Ended

Jun. 30, 2014

Related Party Arrangements

11. Related Party Arrangements:

In March 2014, the Company’s Advisor amended its advisory agreement, effective April 1, 2014, to eliminate all acquisition fees on equity, performance fees, debt acquisition fees and disposition fees, and to reduce asset management fees to 0.075% monthly (or 0.90% annually) of invested assets. The Company’s Advisor will consider further reductions in the asset management fees if the Company has not materially begun to execute an exit event or events before April 1, 2015.

For the quarters and six months ended June 30, 2014 and 2013, respectively, the Advisor collectively earned fees and incurred reimbursable expenses as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Acquisition fees:
Acquisition fees from distribution reinvestment plan (1)	$	—	$	319	$	319	$	641
Acquisition fees from debt proceeds (2)		—		—		1,521		234
Total		—		319		1,840		875
Asset management fees (3)		7,507		9,212		16,078		18,425
Reimbursable expenses: (4)
Acquisition costs		61		76		138		143
Operating expenses		1,791		1,994		3,503		3,680
Total		1,852		2,070		3,641		3,823
Total fees earned and reimbursable expenses	$	9,359	$	11,601	$	21,559	$	23,123

FOOTNOTES:

⁽¹⁾  Amounts are recorded as acquisition fees and costs in the accompanying unaudited condensed consolidated statements of operations. Effective April 1, 2014, the Advisor eliminated this fee going forward.

⁽²⁾  Amounts are recorded as loan costs and are included as part of other assets in the accompanying unaudited condensed consolidated balance sheets. Effective April 1, 2014, the Advisor eliminated this fee going forward.

⁽³⁾  Amounts are recorded as asset management fees to Advisor in the accompanying unaudited condensed consolidated statements of operations.

⁽⁴⁾  Amounts representing acquisition costs are recorded as part of acquisition fees and costs in the accompanying condensed consolidated statements of operations. Amounts representing operating expenses are recorded as part of general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

Amounts due to affiliates for fees and expenses described above are as follows (in thousands):

	June 30, 2014		December 31, 2013
Due to the Advisor and its affiliates:
Operating expenses	$	558	$	671
Acquisition fees and expenses		9		354
Total	$	567	$	1,025

The Company also maintains accounts at a bank in which the Company’s chairman serves as a director. The Company had deposits at that bank of approximately $13.8 million and $8.6 million as of June 30, 2014 and December 31, 2013, respectively.