ASSET PURCHASE AGREEMENT BETWEEN US CANADIAN PROPERTY ALPHA BLUE MOUNTAIN NOMINEE CORP., a British Columbia corporation, and US CANADIAN PROPERTY ALPHA WHISTLER NOMINEE CORP., a British Columbia corporation, and R&H US CANADIAN PROPERTY LIMITED, a Jersey limited company, solely in its capacity as trustee for US CANADIAN PROPERTY TRUST ALPHA, a Jersey trust AS SELLERS - AND - CLP SNOWSHOE, LP, CLP MAMMOTH, LP, CLP COPPER, LP, CLP STRATTON, LP, and CLP SANDESTIN, LP, each being a Delaware limited partnership AS U.S. PARTIES - AND - IMPERIUM BLUE SKI VILLAGES, LLC, a Georgia limited liability company AS PURCHASER DATED AS OF JUNE 30, 2016 VILLAGES AT WHISTLER AND BLUE MOUNTAIN TABLE OF CONTENTS

DEFINITIONS    

PURCHASE AND SALE    

DESCRIPTION OF THE ASSETS    

EXCLUDED ASSETS    

RETAINED LIABILITIES    

ASSUMED LIABILITIES    

PURCHASE PRICE    

INTENTIONALLY DELETED.    

METHOD OF PAYMENT    

ALLOCATION OF PURCHASE PRICE    

SECTION 116 CERTIFICATE    

RIGHT TO INSPECT.    

MATTERS RELATING TO TITLE TO THE ASSETS.    

CONTRACTS    

LICENSES AND PERMITS    

PURCHASER’S ELECTION WHETHER TO PROCEED    

AUTOMATIC TERMINATION    

SELLERS’ REPRESENTATIONS AND WARRANTIES    

PURCHASER’S REPRESENTATIONS AND WARRANTIES    

CONFIDENTIALITY.    

TAX CONTESTS    

CONDUCT OF THE BUSINESS    

NOTICES AND FILINGS    

FURTHER ASSURANCES    

PERSONAL PROPERTY    

COMMUNICATIONS WITH MANAGERS’ EMPLOYEES    

INTENTIONALLY DELETED    

EXCLUSIVITY    

SECURITIES FILINGS    

ESTOPPELS    

PURCHASER’S CLOSING CONDITIONS    

FAILURE OF ANY PURCHASER’S CLOSING CONDITIONS    

SELLERS’ CLOSING CONDITIONS    

FAILURE OF THE SELLERS’ CLOSING CONDITIONS    

CLOSING DATE    

CLOSING    

SELLERS’ CLOSING DELIVERIES    

PURCHASER’S CLOSING DELIVERIES    

CLOSING STATEMENT    

PRORATIONS, TAXES, AND ASSESSMENTS    

CASH    

INTENTIONALLY DELETED.    

PURCHASER’S TRANSACTION COSTS    

SELLERS’ TRANSACTION COSTS    

OTHER CLOSING COSTS    

SELLERS’ DEFAULT    

PURCHASER’S DEFAULT    

NO PUNITIVE OR CONSEQUENTIAL DAMAGES    

JOINT AND SEVERAL LIABILITY    

PROTECTION OF TRUSTEE    

CASUALTY    

EXPROPRIATION    

DAMAGE NOT IN EXCESS OF THRESHOLD    

SURVIVAL    

INDEMNIFICATION BY SELLERS    

INDEMNIFICATION BY PURCHASER    

INDEMNIFICATION PROCEDURE; NOTICE OF INDEMNIFICATION CLAIM.    

EXCLUSIVE REMEDY FOR INDEMNIFICATION LOSS; INTERPRETATION    

WAIVER AND RELEASE    

NOTICES.    

TIME IS OF THE ESSENCE    

ASSIGNMENT    

SUCCESSORS AND ASSIGNS    

THIRD PARTY BENEFICIARIES    

RULES OF CONSTRUCTION    

SEVERABILITY    

GOVERNING LAW; JURISDICTION AND VENUE.    

WAIVER OF TRIAL BY JURY    

PREVAILING PARTY    

INCORPORATION OF RECITALS, EXHIBITS AND SCHEDULES    

LIABILITY OF INTEREST-HOLDERS IN SELLERS AND THEIR AFFILIATES    

INDEPENDENT ENTITY    

ENTIRE AGREEMENT    

AMENDMENTS, WAIVERS, AND TERMINATION OF AGREEMENT    

EXECUTION OF AGREEMENT    

TAX DISCLOSURES    

SELLER’S KNOWLEDGE    

COMPANION CONTRACT    

WHISTLER NOMINEE    

REFERENCES TO $, DOLLARS.    

Condominium Units.

The Blue Mountain Condominium Units, a complete description of which are set forth in Exhibit A-1 of this Agreement and by this reference incorporated herein, together with all and singular the rights and appurtenances pertaining to the Blue Mountain Condominium Units, including any right, title, and interest of Sellers in and to all parking, garage, or storage units, the common elements relating to the Blue Mountain Condominium Units, and all other rights and interests appurtenant to the Blue Mountain Condominium Units (collectively, the “Blue Mountain Condominium Property”).

The beneficial interest in and to (and, if the Purchased Shares Termination Notice is delivered, the registered interest in and to) the Whistler Condominium Units, a complete description of which are set forth in Exhibit A-2 of this Agreement and by this reference incorporated herein, together with all and singular the beneficial interest in the rights and appurtenances pertaining to the Whistler Condominium Units, including any beneficial right, title, and interest of any Seller in and to all parking, garage, or storage units, the common elements relating to the Whistler Condominium Units, and all other rights and interests appurtenant to the Whistler Condominium Units (collectively, the “Whistler Condominium Property”, and together with the Blue Mountain Condominium Property, the “Condominium Property”).

Personal Property and Fixtures. All of the right, title and interest of the Sellers in and to all tangible personal property located at the Condominium Property which are used in connection with the operation of the Condominium Property, including, without limitation, all appliances, fixtures (which do not otherwise constitute real property under Applicable Law), equipment, cabinets, counters, window treatments, carpeting, and furniture, if any, but excluding any items of personal property owned by tenants under Tenant Leases (collectively, the “Personal Property”).

Contracts. All of Sellers’ right, title and interest, if any, in and to any maintenance, service, and supply contracts, and all other similar agreements affecting the Condominium Property to the extent that such contracts are transferable, including without limitation those contracts, if any, set forth in Schedule 2.2.3 (the “Contracts”) but excluding any deposits made or held by Sellers thereunder; provided, however, that the Management Agreements shall not be deemed to be “Contracts” for any purpose under this Agreement.

Licenses and Permits. To the extent assignable or transferable under Applicable Laws, all of the Sellers’ right, title, and interest, if any, in and to any licenses, including, but not limited to, permits, consents, authorizations, approvals, registrations, and certificates issued by any Governmental Authority which are held by Sellers with respect to the Condominium Property, and are necessary for the use, operation, or occupancy of the Condominium Property, including, without limitation, those listed on the attached Schedule 2.2.4 (the “Licenses and Permits”) which constitute all such licenses and permits held by Seller.

Books and Records. All of Sellers' right, title, and interest in and to the books and records which relate to the Condominium Property or the Businesses, but expressly excluding all employee files, tax returns, policy and procedure manuals, software, and any other documents and other materials which are legally privileged or constitute attorney work product (collectively, the “Books and Records”). Notwithstanding anything herein to the contrary, Purchaser acknowledges and agrees that, following Closing, Sellers shall each be entitled to retain copies of the Books and Records that relate to the period prior to Closing.

Warranties. All of Sellers’ right, title, and interest in and to all warranties and guaranties held by Sellers with respect to any Condominium Property or Personal Property, but only to the extent that such warranties are transferable (the “Warranties”) and, together with the Books and Records, the “Intangible Assets”).

Tenant Leases. All of Sellers’ and/or the Head Lessee’s right, title, and interest in and to all: (a) leases, subleases, licenses, concessions, and similar agreements granting to any other Person the right to use or occupy a Condominium Unit (collectively, the “Tenant Leases”); and (b) all security deposits held by Sellers and/or the Head Lessee under Tenant Leases, as the Tenant Leases, applicable rent, and security deposits are more specifically set forth on Schedule 2.2.7 attached hereto.

Management Agreements. All of the Seller’s and/or the Head Lessee’s rights, title, and interest in and to the Management Agreements.

Head Leases. If the Purchaser delivers the Head Lease Acceptance Notice, all of each Seller’s and the Head Lessee’s rights, title, and interest in and to the Head Leases.

Cash. Except for deposits expressly included in Section 2.2, all cash on hand or on deposit in any operating account or other account or reserve maintained in connection with the Businesses but specifically excluding any reserve account maintained by or for the benefit of any Condominium Associations;

Third-Party Assets. Those removable fixtures, personal property, or intellectual property, owned by any of the following to the extent the same are not Affiliates of Sellers: (a) the supplier, vendor, licensor, or other party under any Contracts or

All books, records, and databases of the Managers (except for non-proprietary books and records located at the Resort Properties pertaining exclusively to the operation thereof) or tenants under the Tenant Leases;

Compensation and payroll records and employee benefit plans and benefit arrangements and information.

Any interest of Sellers in software or equipment related to the “Point of Sale” system used at the Resort Properties and equipment and software related to the “Kronos” system used and owned by the Managers at the Resort Properties to the extent the Sellers cannot obtain, using commercially reasonable efforts, the consent of a third party necessary in order to transfer the same.

Any interest of Sellers in any other computer software being used at any of the Resort Properties and owned by Managers which would require the consent of a third party and Sellers cannot obtain, using commercially reasonable efforts, the consent of a third party necessary in order to transfer the same.

All product and service warranties and guaranties 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.

Rights to income accruing prior to the Closing Date to which the Sellers are entitled.

Any information that cannot be conveyed or transferred under Legal Requirements protecting individual privacy.

Any liquor or alcoholic beverage inventory that may not legally be conveyed.

Any proceeds (solely to the extent the same relates to the period prior to the Closing Date) from any closed or pending property tax appeal cases(s) during the time Sellers owned the Resort Properties.

Any proceeds (solely to the extent the same relates to the period prior to the Closing Date) from any litigation or claims filed by Sellers or affiliates thereof.

Matters Arising Prior to Closing Date. Any Liabilities under the Tenant Leases, Management Agreements, Head Leases, Contracts, and Licenses and Permits which have arisen, accrued, or pertain to an occurrence prior to the Closing Date, excluding any Liability for the payment of any deposits or any prepaid amounts transferred to Purchaser by Sellers on or prior to the Closing Date.

Head Leases if Not Assigned. If the Head Lease Acceptance Notice is not delivered, all Liabilities under the Head Leases from and after the Closing Date.

Taxes and Assessments. The payment of all Taxes and assessments (including HOA Assessments) due and payable, or accrued but not yet paid, prior to the Closing Date, except to the extent Purchaser has received a credit for such Taxes and assessments under ARTICLE IX; and

Litigation. Any actual, pending, or threatened litigation including but not limited to such matters as set forth on Schedule 5.1.6.

the Sellers shall take reasonable steps to obtain and deliver to the Purchaser on or before the Closing Date a certificate or certificates (collectively, the “Section 116 Certificate”) issued by the Minister of National Revenue under Section 116 of the Tax Act in respect of the disposition of the Assets by the Sellers to the Purchaser;

if the Section 116 Certificate is not so delivered on or before the Closing Date, the Purchaser shall be entitled to withhold from the Purchase Price payable at Closing an amount equal to the amount it may be required to remit pursuant to subsection 116(5) and/or 116(5.3) of the Tax Act (the “Withheld Amount”);

the Withheld Amount, if any, shall be paid to and held by Purchaser’s Solicitors, in trust, in accordance with the terms of an escrow agreement to be entered into on Closing by the Sellers, the Purchaser and the Purchaser’s Solicitors, in the form as set forth in Exhibit P (the “Escrow Agreement for Withheld Amount”), and invested by them for the benefit of the Sellers in interest-bearing instruments until paid to the Sellers (together with any interest earned thereon, net of any withholding tax) or remitted to the Receiver General for Canada for the account of the Sellers in accordance with this Section;

where the Withheld Amount is paid to the Purchaser’s Solicitors, in trust, and the Sellers delivers to the Purchaser, after the Closing Date and on or before 27 days

where the Withheld Amount has been paid to Purchaser’s Solicitors, in trust, and no Section 116 Certificate has been delivered to the Purchaser by the Sellers on or before the Remittance Deadline in accordance with Section 3.5.4 above or the Sellers have delivered a Section 116 Certificate that is a subsection 116(2) certificate with a certificate limit that is less than the applicable portion of the Purchase Price or the Sellers have delivered to the Purchaser a subsection 116(4) certificate specifying proceeds of disposition less than the Purchase Price or the Sellers have delivered to the Purchaser a subsection 116(5.2) certificate specifying proceeds of disposition, proposed proceeds of disposition or such other amount as is reasonable in the circumstances less than the Purchase Price then, unless the Comfort Letter has been delivered, (i) in the case of a certificate issued under subsection 116(2) or subsection 116(4), the Sellers and the Purchaser shall cause Purchaser’s Solicitors to remit to the Receiver General for Canada in accordance with Section 116 of the Tax Act, the amount by which the applicable portion of the Purchase Price exceeds the certificate limit multiplied by the percentage specified in subsection 116(5) of the Tax Act, and any balance of the Withheld Amount shall be remitted to the Sellers; (ii) in the case of a certificate issued under subsection 116(5.2), the Sellers and the Purchaser shall cause Purchaser’s Solicitors to remit to the Receiver General for Canada in accordance with Section 116 of the Tax Act, the amount by which the applicable portion of the Purchase Price exceeds the certificate limit multiplied by the percentage specified in subsection 116(5.3) of the Tax Act and any balance of the Withheld Amount shall be remitted to the Sellers, and (iii) in the case that no Section 116 Certificate has been delivered to the Purchaser, the Sellers and the Purchaser shall cause Purchaser’s Solicitors to remit the Withheld Amount to the Receiver General for Canada;

the Withheld Amount shall not be remitted to the Receiver General for Canada before the day after the Remittance Deadline;

if the Canada Revenue Agency issues a comfort letter (a “Comfort Letter”) extending the time period under which the Purchaser is required to remit an amount in respect of the Purchase Price on behalf of the Sellers without being subject to interest and penalties, the Sellers shall deliver such Comfort Letter to the Purchaser on or prior to the Remittance Deadline, provided that in any such case the Sellers shall indemnify the Purchaser for any tax, interest, or penalties arising from the Purchaser relying on such Comfort Letter;

where the Withheld Amount has been paid to Purchaser’s Solicitors, in trust, and the Sellers have delivered to the Purchaser a Comfort Letter as described in Section 3.5.7 above, the Withheld Amount shall continue to be withheld until either (i) paid to the Sellers (or as the Sellers may irrevocably direct) (together with any interest earned thereon, net of applicable withholding tax), which shall occur upon delivery by the Sellers to the Purchaser of the Section 116 Certificate in accordance with Section 3.5.4 above; (ii) remitted to the Receiver General for Canada pursuant to a request for payment letter received from the Canada Revenue Agency, such letter to state that the Canada Revenue Agency undertakes to issue a Section 116 Certificate as soon as payment on account of tax has been received in the amount set forth in the letter; or (iii) remitted to the Receiver General for Canada for the account of the Sellers if notified to do so by the Canada Revenue Agency (provided that any interest earned thereon shall be for the account of the Sellers and shall be paid to the Sellers, net of applicable withholding tax); and

notwithstanding anything herein contained, the foregoing obligation of the Sellers shall survive the Closing or any termination of this Agreement.

Due Diligence Materials. Within five (5) Business Days of the Effective Date, Sellers shall transmit Sellers’ Due Diligence Materials to Purchaser or provide access to a data site, to the extent that Sellers’ Due Diligence Materials are in Sellers’ actual possession and control, are otherwise available for transmission, have not already been transmitted to Purchaser, and do not otherwise constitute

Copies of all Tenant Leases (including all amendments, commencement letters, and option letters related thereto);

A copy of the current rent rolls for the Condominium Units;

Copies of the Management Agreements, the Head Leases, any Condominium Documents, the Contracts, and all agreements between Sellers, Managers, and/or third parties affecting the Condominium Property (including the Licenses and Permits);

Copies of the Books and Records, including statements of operating income and capital expenditures for the calendar years 2013, 2014, and 2015, and for the 2016 calendar year-to-date;

The most recent real estate tax statements with respect to the Condominium Property, if any;

A list of all unpaid leasing commissions due and payable by Sellers;

Any surveys, condominium plans and other condominium documents, including, without limitation, those described in Schedule 4.1.1(g);

Any correspondence from any Governmental Authority relating to uncured deficiencies or other pending matters regarding the Condominium Property; and

Any drawings, geotechnical reports, environmental reports or studies, engineering reports, and specifications relating to the Condominium Property set forth on Schedule 4.1.1(i).

Inspections. Ryan Bell of CNL Financial Group Investment Management, LLC is Seller’s designated representative for handling all matters related to the Inspections. Purchaser and Purchaser’s Inspectors shall have the right to enter

Interviews. Sellers and Managers shall reasonably cooperate with Purchaser during the Due Diligence Period in order to arrange communications, pursuant to a schedule to be reasonably agreed upon by Purchaser and Sellers, in order to allow Purchaser to interview representatives of tenants under Tenant Leases as part of Purchaser’s due diligence review of the Condominium Property.

Status of Title. Within ten (10) days after the Effective Date, Sellers shall obtain and deliver to Purchaser, at the cost of either Seller or Purchaser based on local custom of the Province of British Columbia (with respect to the Whistler Resort Property) and the Province of Ontario (with respect to the Blue Mountain Resort Property), current title searches (collectively, the “Title Searches”) with respect to the Condominium Units. Purchaser may order, at its own cost, Surveys. Any alleged defects in, or objections to, the title shown in the Title Searches submitted by Purchaser to Sellers in a Notice shall constitute “Title Exceptions,” and any alleged defects in, or objections to, the title shown in the Surveys submitted by Purchaser to Sellers in a Notice shall constitute “Survey Defects.” The Purchaser shall provide Sellers with a Notice of all Title Exceptions and Survey Defects (a “Title Notice”) for each particular Condominium Unit within ten (10) days of receipt of the Title Searches, and if applicable, a Survey of the applicable Condominium Units. Purchaser’s failure to object to any Title Exceptions and Survey Defects prior to such date shall be deemed a waiver by Purchaser of Purchaser’s right to object to any such Title Exceptions and Survey Defects. Sellers shall have ten (10) days from the date on which they receive Purchaser’s Title Notice in which to respond to such Title Notice. Anything herein to the contrary notwithstanding, Sellers shall have no obligation to cure any Title Exceptions or Survey Defects unless Sellers otherwise expressly assume such an obligation in a Title Notice. Title Exceptions and Survey Defects which Sellers expressly agree to cure in a Title Notice to Purchaser shall constitute “Unpermitted Exceptions”. All Title Exceptions and Survey Defects which Sellers have not expressly agreed to cure in a Notice to Purchaser shall constitute “Permitted Exceptions.” Notwithstanding anything to the contrary above, if Sellers have not so advised Purchaser in writing of Sellers’ agreement to cure or not cure any Title Exception or Survey Defect prior to the above-referenced date, Seller shall be deemed to have elected not to cure the same. With respect to Permitted Exceptions, Purchaser may elect prior to the expiration of the Due Diligence Period (regardless of when Purchaser receives Sellers’ Notice), to either (a) accept such title to the Condominium Property subject to said Permitted Exceptions, with no abatement of the Purchase Price, or (b) to terminate this Agreement in accordance with Section 4.5 hereof. If Purchaser has not so advised

Failure of Title to the Assets. If, on the Closing Date or the conclusion of any extension period taken by Sellers pursuant to Section 4.2.1 hereof, whichever occurs later, title to the Condominium Property is subject to any Unpermitted Exception that Purchaser has not otherwise waived pursuant to Section 4.2.1 hereof, Purchaser may elect, as its sole right and remedy, to either (a) accept such title to the Condominium Property subject to said Unpermitted Exception, with no abatement of the Purchase Price (except to the extent of monetary liens caused by Sellers of a definite, fixed, and ascertainable amount not in excess of the Purchase Price which will be discharged on Closing), or (b) to terminate this Agreement and proceed pursuant to Section 10.1(a) hereof.

Organization and Power. Such Seller is duly formed, validly existing, in good standing in the jurisdiction of its formation, and is qualified to do business in the jurisdiction in which the Assets are located, and has all requisite power and authority to own the Assets and conduct the Business as currently owned and conducted.

Authority and Binding Obligation. (a) each Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by such Seller pursuant to this Agreement (the “Sellers’ Documents”), and to perform all obligations required of it under this Agreement and each of the Sellers’ Documents; (b) the execution and delivery by each Seller of this Agreement and, when executed and delivered, each of the Sellers’ Documents, and the performance by each Seller of its obligations under this Agreement and, when executed and delivered, each of the Sellers’ Documents, have been, or will have been, duly and validly authorized by all necessary action by such Seller; and (c) this Agreement and, when executed and delivered, the Sellers’ Documents constitute, or will constitute, legal, valid, and binding obligations of each Seller enforceable against such Seller in accordance with its and their terms.

Title to the Assets. The Blue Mountain Nominee and/or the Whistler Nominee are the registered owners of, and the beneficiaries of the Trust are the beneficial owners of, the Condominium Property and all of the other Assets, subject to the Permitted Exceptions, free and clear of all liens, mortgages, and security interests (other than those that will be released upon Closing).

Ownership of Assets. The Assets, together with the Excluded Assets, constitute all interests in all assets owned or controlled by such Seller and any of its Affiliates that are located at or used in connection with the operation of the Business.

Expropriation. No Seller has received any written notice of any pending expropriation proceeding or other similar proceeding, and to the Seller’s Knowledge, no such expropriation proceeding or similar proceeding is threatened affecting the Condominium Property, or any portion thereof.

Litigation. Except as set forth on Schedule 5.1.6, no Seller has (i) been served or, to Seller’s Knowledge, threatened, with any court filing in any litigation with respect to any Assets in which such Seller is named a party which has not been resolved, settled, or dismissed and which could result in an adverse impact on the Assets or such Seller’s title to any of the Assets or (ii) received written notice of any claim, charge, or complaint from any Governmental Authority pursuant to

Taxes. All Taxes which would be delinquent if unpaid at Closing will be paid in full or prorated at Closing as part of the Prorations pursuant to ARTICLE IX; provided, however, that if any Taxes are payable in installments, such representation and warranty shall apply only to such installments which would be delinquent if unpaid at Closing.

Leases. Schedule 2.2.7 sets forth a true, correct and complete list and rent roll with respect to the Tenant Leases, and the Sellers have made available to Purchaser a copy of each of the Tenant Leases in any Seller’s possession, which are true, correct and complete copies of the Tenant Leases in all material respects. Sellers have not given nor received any written notice of any breach or default under any of the Tenant Leases which has not been cured. To Seller’s Knowledge, there are no unpaid brokerage commissions, unpaid sales or other tax on rentals, or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Tenant Leases, except for those listed on Schedule 5.1.8(a) attached hereto. No tenant has notified any Seller in writing of its intent to terminate its Tenant Lease prior to expiration of the term of such Tenant Lease, except as provided on Schedule 5.1.8(b). Except as provided on Schedule 5.1.8(c), Sellers are not and, to Seller’s Knowledge, no tenant is, in breach or default under any material obligation under a Tenant Lease. Prior to Closing, Sellers will deliver to Purchaser updated information current as of no earlier than five (5) Business Days prior to Closing on an updated rent roll signed by a representative of the Sellers which shall replace Schedule 2.2.7 for all purposes under this Agreement.

Insolvency. No Seller has become the subject of any event of insolvency. No petition, case, or proceeding has been filed against any Seller which has not been dismissed, vacated, or stayed on appeal and no Seller has been adjudicated as bankrupt or insolvent or consented to, nor filed an answer admitting or failing reasonably to contest an allegation of bankruptcy or insolvency. No Seller has sought, or consented to or acquiesced in, the appointment of any receiver, trustee, liquidator, or other custodian of it or a material part of its assets, and no Seller has made or taken any action to make a general assignment for the benefit of creditors nor has an arrangement, attachment or execution been levied and no tax lien or other governmental or similar lien has been filed, against any Seller or a material part of its properties, which has not been duly and fully discharged prior to the date hereof.

Intentionally Deleted.

Intentionally Deleted.

Purchase Option/Right of First Refusal. Except as set forth on Schedule 5.1.12, Seller has not granted any option to purchase the Condominium Property or any right of first refusal or right of first offer to purchase the Assets. As of the Effective Date, Seller has not entered into any other agreement, other than this Agreement, to convey the Assets to a third party and Seller will not convey the Assets to a third party unless (i) the conveyance permits this Agreement to remain in full force and effect or (ii) this Agreement has been terminated.

Contracts and Management Agreements. True, correct, and complete copies of all Contracts and Management Agreements to which Sellers or any of their Affiliates is a party and that will be binding on Purchaser (written or oral) relating to or affecting the Assets are set forth in Schedule 5.1.13. To Seller’s Knowledge, no event has occurred that would constitute a material default under any such Contract or Management Agreement. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller in writing prior to the expiration of the Due Diligence Period, which, if any, of the Contracts Purchaser does not wish to assume at Closing and Seller shall terminate, at its sole cost and expense and prior to the Closing Date, those Contracts specified in Purchaser’s notice.

Special Assessments. Sellers have received no notice of special assessments to be levied at any of the Resort Properties or notice that any such assessments are being contemplated.

Operational Contracts and Licenses and Permits. The Contracts included in Schedule 2.2.3 and the Licenses and Permits included in Schedule 2.2.4 are all of the Contracts and Licenses and Permits that Sellers currently maintain.

Claims for Taxes. There are no outstanding claims for income Taxes against Sellers which could result in a lien that encumbers the Assets.

Declaration Violations. Sellers have received no notices from any condominium owner association which have not been resolved and are outstanding, that: violations exist at or are continuing at any of the Resort Properties, threaten suspension of Sellers or Sellers’ assignees rights granted by the Condominium Documents, or threaten special assessments applicable to any of the Resort Properties.

Hazardous Materials. Except as disclosed in Seller’s environmental reports, to Seller’s Knowledge, there are no Hazardous Materials at, under, or in the Resort Properties, no such Hazardous Materials have been brought to the Resort Properties, and the Resort Properties have not been utilized for the storage of any such Hazardous Materials, except those stored and used in the normal course of business.

Condominium Owners Association Approval. Except as set forth on Schedule 5.1.19, no condominium owners association must approve the conveyance of the Assets as contemplated by this Agreement.

Finders and Investment Brokers. Sellers have not dealt with any Person who has acted, directly or indirectly, as a broker, finder, financial adviser, or in such other capacity for or on behalf of Sellers in connection with the transactions described by this Agreement in any manner which would entitle such Person to any fee or commission in connection with this Agreement or the transactions described in this Agreement, except for Marcus & Millichap who will be paid a commission by the Sellers if the transaction contemplated by this Agreement closes. Jefferies LLC has acted as Seller’s advisor and shall be compensated by Sellers pursuant to the terms and conditions of a separate agreement.

Employees. There are no employees employed by the Sellers or the Head Lessee.

Disclaimers.

Organization and Power. Purchaser is duly incorporated or formed (as the case may be), validly existing, in good standing in the jurisdiction of its formation, and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as currently being conducted.

Authority and Binding Obligation. Purchaser has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Purchaser pursuant to this Agreement (the “Purchaser’s Documents”), and to perform all obligations of Purchaser arising under this Agreement and each of the Purchaser’s Documents. The execution and delivery by the signer on behalf of Purchaser of this Agreement and, when executed and delivered, each of the Purchaser’s Documents, and the performance by Purchaser of its obligations under this Agreement, and when executed and delivered, each of the Purchaser’s Documents, has been, or as of Closing, will be, duly and validly authorized by all necessary actions by Purchaser. This Agreement and, when executed and delivered, each of the Purchaser’s Documents, constitutes, or will

Consents and Approvals; No Conflicts. No filing with, and no permit, authorization, consent, or approval of, any Governmental Authority or other Person is necessary for the execution or delivery by Purchaser of this Agreement or any of Purchaser’s Documents, the performance by Purchaser of any of its obligations under this Agreement or any of the Purchaser’s Documents, or the consummation by Purchaser of the transactions described in this Agreement or any of the Purchaser’s Documents. Neither the execution and delivery by Purchaser of any of the Purchaser’s Documents, nor the performance by Purchaser of any of its obligations under any of the Purchaser’s Documents, nor the consummation by Purchaser of the transactions described in this Agreement, will: (A) violate any provision of the organizational or governing documents of Purchaser; (B) violate any Applicable Law to which Purchaser is subject; or (C) result in a violation or breach of or constitute a default under any contract, agreement, or other instrument or obligation to which Purchaser is a party or by which any of Purchaser’s properties are subject.

Finders and Investment Brokers. Purchaser has not dealt with any Person who has acted, directly or indirectly, as a broker, finder, financial advisor, or in such other capacity for or on behalf of Purchaser in connection with the transactions described by this Agreement in any manner which would entitle such Person to any fee or commission in connection with this Agreement or the transactions described in this Agreement, except Marcus and Millichap who will be paid a commission by Sellers if the transaction contemplated by this Agreement closes. On the basis of the representations and warranties in this Section 5.2.4 and Section 5.1.13, each Party (with the sole exception of the Trustee) shall and hereby agrees to indemnify and save and hold the other Party harmless from and against the payment of any commissions or fees to or claims for commissions or fees by any real estate or business broker, salesman, agent or finder resulting from or arising out of any actions taken or agreements made by them with respect to the business and real estate transaction reflected in this Agreement.

Disclosure of Confidential Information. The Parties acknowledge and agree that the existence of this Agreement, the terms of this Agreement, and any other information disclosed in the Sellers’ Due Diligence Materials, the Purchaser’s Due Diligence Reports, or any other documents, materials, data, or other information with respect to the Assets or the Businesses which is not generally known to the public shall be kept confidential. The Parties agree that they shall not disclose such information to any Person, other than to their respective counsel, shareholders, directors, partners, members, managers, lenders, advisors, consultants, and/or employees who agree to keep such information in confidence under terms identical to those in this Agreement, except as may be required by Applicable Law or to the extent that such information is already in the public domain. Nothing herein shall restrict Sellers from disclosing this Agreement to Managers, and nothing herein shall restrict or limit Purchaser from contacting third party consultants assisting Purchaser in its investigation of the Condominium Property.

Public Announcements. No Party shall have the right to make a public announcement or disclosure regarding the transactions described in this Agreement without the prior approval of the other Party. Each Party 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 Applicable Law, in which case no such approval by the other Party shall be required, but such party shall be obligated to give the other party prior five (5) days prior written notice of such public announcement or disclosure required under Applicable Law.

Taxable Period Terminating Prior to Closing Date. Sellers shall retain the right, at their sole cost and expense, to commence, continue, and settle any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings; provided, however, Sellers shall indemnify, save, pay, insure, defend, protect, and hold harmless Purchaser from and against any Indemnification Loss incurred by Purchaser as a result of Sellers exercising their rights to so contest any Taxes under this Section 6.2.1.

Taxable Period Including the Closing Date. Sellers shall have the right to commence, continue, and settle any proceeding to contest any Taxes for any taxable period which includes the Closing Date. Notwithstanding the foregoing, if Purchaser desires to contest any Taxes for such taxable period prior to Closing and Sellers have not yet commenced any proceeding or process to contest any such Taxes for such taxable period, Purchaser may request Sellers to do so. If Sellers desire to contest such Taxes, Sellers shall provide written notice to Purchaser within ten (10) days after receipt of Purchaser’s request confirming that Sellers will contest such Taxes, in which case Sellers shall proceed to contest such Taxes, and Purchaser shall not have the right to contest such Taxes. If Sellers fail to provide such written notice confirming that the applicable Seller will contest such Taxes within such ten (10) day period, Purchaser shall have the right to contest such Taxes, and Sellers shall reasonably cooperate with respect to any such contest made by Purchaser. Any refunds or abatements awarded in such proceedings shall be used first to reimburse the Party contesting such Taxes for the reasonable costs and expenses incurred by such Party in contesting such Taxes, and the remainder of such refunds or abatements shall be prorated between Sellers and Purchaser as of the Cut-Off Time, and the Party receiving such refunds or abatements promptly shall pay such prorated amount due to the other Party.

Cooperation. Sellers and Purchaser shall use commercially reasonable efforts to cooperate with the Party contesting the Taxes (at no cost or expense to the Party not contesting the Taxes other than any de minimis cost or expense or any cost or expense which the requesting Party agrees in writing to reimburse) and to execute and deliver any documents and instruments reasonably requested by the Party contesting the Taxes in furtherance of the contest of such Taxes.

Operation, Maintenance, and Repair in Ordinary Course of Business. From the Effective Date until the Closing or earlier termination of this Agreement, whichever occurs first, Sellers shall use commercially-reasonable efforts to cause Managers to: (a) conduct the Businesses in the Ordinary Course of Business subject to and in accordance with the terms of the Management Agreements; (b) maintain the Assets in the condition in which they exist as of the Effective Date, normal wear and tear excepted, free and clear from Encumbrances except for those listed on Schedule 6.3.1 hereof and by this reference incorporated herein; (c) not commit any waste regarding the Assets; and (d) maintain all fire, extended coverage, and public liability insurance policies otherwise existing on the

Title. From the date of this Agreement until the Closing or earlier termination of this Agreement, whichever occurs first, Sellers shall not create any Title Exceptions or Survey Defects or Encumbrances (except for Permitted Exceptions) which adversely affect any portion of the Condominium Property.

Notification of Change in Condition. Sellers shall promptly advise Purchaser in writing of: (a) any material changes to the condition of the Assets occurring from and after the Effective Date; and (b) any changes in circumstance occurring from and after the Effective Date which would render any representation or warranty made by Sellers under this Purchase Agreement false or misleading.

Sellers’ Deliveries. All of the Sellers’ Closing Deliveries shall have been delivered to Purchaser or deposited with the Purchaser’s Solicitors, in accordance with the Escrow Agreement.

Representations and Warranties. The representations and warranties of Sellers in this Agreement shall be true and correct in all material respects as of the Closing (and such other date on or to which such representations and warranties expressly were made).

Covenants and Obligations. The covenants and obligations of Sellers in this Agreement shall have been performed in all material respects.

Adverse Proceedings. No litigation or other court action shall have been commenced seeking to obtain an injunction or other relief from such court to enjoin the consummation of the transactions described in this Agreement, and no preliminary or permanent injunction or other order, decree, or ruling shall have been issued by a court of competent jurisdiction or by any Governmental Authority, which would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement.

Adverse Law. No Applicable Law shall have been enacted that would make illegal or invalid or otherwise prevent the consummation of the transactions described in this Agreement.

Estoppels. On or prior to Closing, Sellers shall have procured the Required Tenant Estoppels and delivered them to Purchaser.

Material Adverse Effect. There has occurred no Material Adverse Effect with regard to the Condominium Property. The term “Material Adverse Effect” means

Closing of US Companion Contract. The transactions described in the US Companion Contract shall have closed.

Receipt of the Purchase Price. Purchaser shall have paid to the Sellers’ Solicitors in accordance with the Escrow Agreement, the Purchase Price (as adjusted for Prorations pursuant to ARTICLE IX hereof).

Purchaser’s Deliveries. All of the Purchaser’s Closing Deliveries shall have been delivered to the Sellers’ Solicitors in accordance with the Escrow Agreement.

Representations and Warranties. The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the Closing (or as of such other date to which such representation or warranty expressly is made).

Covenants and Obligations. The covenants and obligations of Purchaser in this Agreement shall have been performed in all material respects.

Approvals. Sellers shall have received any and all approvals, consents, and other authorizations required by the Condominium Documents, the Management Agreements and, if the Head Lease Acceptance Notice has been delivered, the Head Leases, including without limitation (if the Head Lease Acceptance Notice has been delivered), the Head Lease Assignments as a result of the transactions set forth in this Agreement.

Closing of US Companion Contract. The transaction described in the US Companion Contract shall have Closed.

Closing Bringdown Certificate. A closing certificate substantially in the form of Exhibit B attached hereto and by this reference incorporated herein, together with a copy of all appropriate resolutions, consents, and approvals.

Deeds. Transfers/Deeds in the customary forms (collectively, the “Deeds”), conveying all right, title, and interest in the Blue Mountain Condominium Property, and, if the Purchased Shares Termination Notice is delivered, to the Whistler Condominium Property to the Purchaser (or as the Purchaser directs) and subject only to the matters expressly set forth therein, the Permitted Exceptions, any Unpermitted Exceptions which Purchaser has waived pursuant to Sections 4.2.1 and 4.2.2 hereof or otherwise, and real and personal property tax payments not then due and payable.

Bill of Sale. Bills of Sale from each Seller substantially in the form of Exhibit D attached hereto and by this reference incorporated herein, transferring the Personal Property, Books and Records, and other Assets that are owned by such Seller from such Seller to Purchaser on the terms set forth therein and without any representation or warranty of any kind.

Assignment and Assumption of Contracts. Assignments and Assumptions of Contracts from each Seller in the form of Exhibit E attached hereto and by this reference incorporated herein, assigning any and all rights such Seller has under the Contracts from such Seller to Purchaser on the terms set forth therein and without any representation or warranty of any kind.

Assignment and Assumption of Licenses and Permits. Assignments and Assumptions of Licenses and Permits from each Seller in the form of Exhibit F attached hereto and by this reference incorporated herein, assigning any and all rights such Seller has under the Licenses and Permits from such Seller to Purchaser on the terms set forth therein and without representation or warranty of any kind.

Intentionally Deleted.

Other Declarations. Any real estate transfer tax declarations or other documents required under Applicable Law in connection with the conveyance of the Condominium Property.

Intentionally Deleted.

Assignment of Management Agreements. Assignments and Assumptions of Management Agreements from each Seller in the form of Exhibit H attached hereto and by this reference incorporated herein, assigning any and all rights such Seller has under the respective Management Agreement from such Seller to Purchaser on the terms set forth therein and without any representation or warranty of any kind.

Assignment of Tenant Leases. An Assignment and Assumption of Tenant Leases in registrable form of Exhibit I attached hereto and by this reference incorporated herein, assigning any and all rights any Seller and/or Head Lessee as applicable, has under the Tenant Leases to Purchaser on the terms set forth therein.

Closing Statement. The Closing Statement prepared pursuant to Section 9.1 hereof.

Possession and Keys. Possession of the Condominium Property free and clear of all parties in possession, except tenants in possession pursuant to the Tenant Leases, and duplicates of or access information for all keys, codes, and other security devices relating to the Condominium Property.

Tenant Notices. Executed written notices, to be delivered post-Closing, from Sellers to each tenant under the Tenant Leases advising such tenants of the sale transaction contemplated by this Agreement, in the form attached hereto as Exhibit M.

Estoppels. The Required Tenant Estoppels actually received by Sellers from tenants under Tenant Leases, in the form attached hereto as Exhibit J.

Utility Deposits. An assignment of all utility deposits listed in Schedule 9.2.8, to the extent assignable.

Transfers of Beneficial Interest. Transfers of the beneficial interest of the Trust in and to the Assets, in a form customary to the applicable jurisdiction, if required.

Opinion re Trustee. An opinion from qualified counsel in respect of the Trust and its trustee, in respect of customary matters for a transaction of the nature

Assignment, Assumption, and Release of Head Leases. An Assignment, Assumption, and Release of each of the Head Leases from the Sellers in the form of Exhibit N attached hereto and by this reference incorporated herein (together, the “Head Lease Assignments”), or, if the Head Lease Acceptance Notice is not delivered pursuant to the terms hereof, reasonable evidence satisfactory to the Purchaser that the Head Leases have been fully and finally surrendered prior to the Closing Date in a manner acceptable to the Purchaser, acting reasonably.

Assignment of Accounts Receivable. An Assignment of Accounts Receivable from the Head Lessee to and in favour of the Purchaser in accordance with Section 9.2.3 hereof.

Escrow Agreement for Withheld Amount. The Escrow Agreement for Withheld Amount, if applicable.

Other Documents. Such other documents and instruments as may be reasonably requested by Purchaser or the Purchaser’s Solicitors in order to consummate the transactions described in this Agreement unless otherwise contrary to the express provisions of this Agreement.

Purchase Price. The Purchase Price (as adjusted for the Prorations pursuant to ARTICLE IX hereof) to be paid by Purchaser in accordance with the Escrow Agreement.

Closing Bringdown Certificate. A closing certificate in the form of Exhibit K attached hereto and by this reference incorporated herein.

Certificate of Purchaser. Delivery of the Certificate of Purchaser in the form attached hereto as Exhibit L.

Counterpart Execution Documents. A counterpart of each of the documents and instruments to be delivered by Sellers under Section 8.3 hereof which require Purchaser’s signature.

Authority Documents. A resolution and an incumbency certificate to evidence the capacity and authority of any corporate officer, partner, or manager, as applicable, signing on behalf of Purchaser which Purchaser shall prepare.

HST/GST Undertaking and Indemnity. A certificate, undertaking, and indemnity of Purchaser for HST/GST purposes in the form of Exhibit O.

Escrow Agreement for Withheld Amount. The Escrow Agreement for Withheld Amount, if applicable.

Other Documents. Such other documents and instruments as may be requested by Sellers or the Sellers’ Solicitors in order to consummate the transactions described in this Agreement.

Taxes and Assessments. Sellers shall be responsible for payment of all Taxes arising prior to the Cut-Off Time based on the actual current tax bill. If the

Insurance. Insurance, if any, carried by Sellers on the Condominium Property shall be terminated at Closing, and Purchaser shall be solely responsible for acquiring insurance coverage on the Condominium Property.

Income and Expense; Accounts Receivable and Accounts Payable. The parties hereby agree that all income received from the operation of the Businesses through the Cut-Off Time shall be the property of Sellers; accordingly, all expenses derived from the operation of the Businesses through the Cut-Off Time shall be the obligation of Sellers. All income received from the operation of the Businesses after the Closing Date shall be the property of Purchaser; accordingly, all expenses derived from the operation of the Businesses after the Closing Date shall be the obligation of Purchaser. Notwithstanding the foregoing provisions of this Section 9.2.3, at Closing, Sellers (or Sellers’ designee(s)) shall receive a credit from Purchaser for all accounts receivable owing to the Head Lessee with respect to the Businesses at Closing, and Purchaser shall receive an assignment of all such accounts receivable from the Head Lessee. Accordingly, following Closing, Purchaser shall have the right to retain all such accounts receivable received by Purchaser. Sellers and Purchaser mutually covenant and agree to jointly file with the Canada Revenue Agency, following Closing and within a reasonable time not to exceed 60 days, an Election in Respect of the Sale of Debts Receivable pursuant to subsection 22(1) of the Tax Act.

Tenant Leases. Any rents and other amounts prepaid, accrued, or due and payable under the Tenant Leases shall be prorated as of the Cut-Off Time between Sellers and Purchaser. Purchaser shall receive a credit for all assignable security deposits and tenant improvement escrows held by, and for all unfunded tenant improvement obligations owed by, Sellers under the Tenant Leases, as described on Schedule 5.1.8(a) and all unpaid broker commissions described on Schedule 5.1.8(a), and Purchaser thereafter shall be obligated to refund or apply such deposits and undertake such tenant improvements, in accordance with the terms of such Tenant Leases. Purchaser shall not receive a credit for any non-assignable security deposits held by Sellers which Sellers shall return to the tenant under

Contracts. Any amounts prepaid, accrued or due and payable under the Contracts (other than for utilities which proration is addressed separately in Section 9.2.8) shall be prorated as of the Cut-Off Time between Sellers and Purchaser. Purchaser shall receive a credit for all deposits held by Sellers under the Contracts (together with any interest thereon) which are not transferred to Purchaser, and Purchaser thereafter shall be obligated to refund or apply such deposits in accordance with the terms of such Contracts. Sellers shall receive a credit for all deposits made by Sellers under the Contracts (together with any interest thereon) which are transferred to Purchaser or remain on deposit for the benefit of Purchaser.

Licenses and Permits. All amounts prepaid, accrued, or due and payable under any Licenses and Permits transferred to Purchaser shall be prorated as of the Cut-Off Time between Sellers and Purchaser. Sellers shall receive a credit for all deposits made by Sellers under the Licenses and Permits (together with any interest thereon) which are transferred to Purchaser or which remain on deposit for the benefit of Purchaser.

Method of Pro-ration. All pro-rations will be made as of midnight on the day that is one (1) day prior to the Closing (as may be extended pursuant to Section 8.1 hereof), based on a 365-day year or the actual number of days during the month in which the Closing occurs, as applicable (the “Cut-Off Time”), with Sellers retaining all income and revenue and paying all expenses accrued as of said date prior to the Closing and Purchaser retaining all income and revenue and paying all expenses accrued as of said date of Closing.

Utilities in the name of Seller. All utility services in the name of Sellers or for which Sellers have deposits of any nature on deposit with such governmental entity or service provider are included in Schedule 9.2.8. All utility services in the name of Sellers shall be prorated as of the Cut-Off Time between Sellers and Purchaser. The Parties shall use commercially reasonable efforts to obtain readings for all utilities as of the Cut-Off Time. If readings cannot be obtained as of the Cut-Off Time, the cost of such utilities shall be prorated between Sellers and Purchaser by estimating such cost on the basis of the most recent bill for such service; provided, however, that after the Closing, the Parties shall re-prorate the amount for such utilities and pay any deficiency in the original proration to the other Party promptly upon receipt of the actual bill for the relevant billing period.

Re-Prorations. Notwithstanding anything to the contrary herein but except as set forth in Section 9.2.1 herein, if during the ninety (90) day period following the Closing Date, any Party in its reasonable discretion believes that any of the Prorations as reflected on the Closing Statement are not based on actual or accurate figures, such Party shall have the right to request that such Prorations be re-prorated, and upon such request the Parties agree in good faith to endeavor to accomplish such re-proration as soon as practicable following such request. Any re-prorations shall be made in the same manner contemplated in this Section 9.2. This Section 9.2.9 shall survive Closing.

If any of the Seller Indemnitees or the Purchaser’s Indemnitees (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any other provision in this Agreement (each, an “Indemnification Claim”), the Party required to provide indemnification to such Indemnitee (the “Indemnitor”) shall not be obligated to defend, indemnify, save, insure, pay, defend, protect or hold harmless such Indemnitee until such Indemnitee provides Notice to such Indemnitor after such Indemnitee has actual knowledge of any facts or circumstances on which such Indemnification Claim is based or a Third-Party Claim is made on which such Indemnification Claim is based, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to such Indemnification Claim; provided, however, that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor thereby is prejudiced.

Any Indemnitor will have the right to defend the Indemnitee, at Indemnitor’s sole cost and expense, against the Third Party Claim with counsel of Indemnitor’s choice reasonably satisfactory to the Indemnitee so long as: (a) the Indemnitor provides Notice to the Indemnitee within fifteen (15) days after the Indemnitee has given Notice of the Third Party Claim that the Indemnitor will indemnify the Indemnitee from and against the entirety of any Indemnification Loss the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim and costs related to the defense of the Third Party Claim; (b) the Indemnitor provides the Indemnitee with evidence acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder; (c) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; (d) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice adverse to

So long as the Indemnitor is conducting the defense of the Third Party Claim in accordance with Section 12.4.2 above: (a) the Indemnitee may retain separate co-counsel at Indemnitee’s sole cost and expense and participate in the defense of the Third Party Claim; (b) the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor; and (c) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee.

In the event any of the conditions in Section 12.4.2 hereof is or becomes unsatisfied, however: (a) the Indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); (b) the Indemnitor will reimburse the Indemnitee promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses); and (c) the Indemnitor will remain responsible for any Indemnification Loss the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ARTICLE XII.

Method of Delivery. All notices, requests, demands, and other communications required to be provided by any Party under this Agreement (each, a “Notice”) shall be in writing and delivered, at the sending Party’s cost and expense, by: (a) personal delivery or (b) overnight courier service to the recipient Party at the following address or number:

Receipt of Notices. All Notices sent by a Party (or its counsel) pursuant to Section 13.1.1 under this Agreement shall be deemed to have been received by the Party to whom such Notice is sent upon (a) delivery to the address of the recipient Party, provided that such delivery is made prior to 5:00 p.m. (local time for the recipient Party) on a Business Day, otherwise the following Business Day, or (b) the attempted delivery of such Notice if (i) such recipient Party refuses delivery of such Notice, or (ii) such recipient Party is no longer at such address, and such recipient Party failed to provide the sending Party with its current address pursuant to Section 13.1.3 hereof.

Change of Address. The Parties and their respective counsel shall have the right to change their respective address for the purposes of this Section 13.1 by providing a Notice of such change in address as required under this Section 13.1.

Delivery by Party’s Counsel. The Parties agree that the attorney for such Party shall have the authority to deliver Notices on such Party’s behalf to the other Party hereto.

Assignment by Purchaser. Purchaser shall not assign this Agreement or any interest therein to any Person without the prior written consent of Sellers, which consent may be granted or withheld in Sellers’ sole and absolute discretion; provided, however, that Purchaser shall have the right to assign all of its rights under this Agreement to, or direct the Sellers that title to the Assets (or some of them) be transferred to, one or more Affiliates after Notice to Sellers, but in which case such assignment shall not relieve Purchaser of its obligations under this Agreement. For the purposes of this Section 13.3.1, the sale of a Controlling

Assignment by Sellers. Sellers shall have the right, in their sole and absolute discretion, to assign this Agreement and all of their interests therein in connection with a sale of the Assets to a prospective acquiror if, and to the extent that, such acquiror assumes all of Sellers’ rights and obligations under this Agreement (a “Sellers’ Assignment”). The sale of a Controlling Interest in Sellers or in any Person with Control of Sellers shall not constitute an assignment of this Agreement. In connection with any prospective Sellers’ Assignment or the sale of a Controlling Interest in Sellers or any Person with Control of Sellers, and subject to the express provisions of this Agreement, Sellers may provide such information concerning this Agreement, the Assets, and the Purchaser as a prospective acquiror shall require in order to evaluate this Agreement, as well as to evaluate the Assets in the event that this Agreement expires or is otherwise terminated prior to Closing pursuant to the terms and provisions set forth herein. Notwithstanding the foregoing, the prospective acquiror shall have the same obligations of Sellers pursuant to the terms of this Agreement.

Singular words shall connote the plural as well as the singular, and plural words shall connote the singular as well as the plural, and the masculine shall include the feminine and the neuter, as the context may require.

All references in this Agreement to particular articles, sections, subsections or clauses (whether in upper or lower case) are references to articles, sections, subsections or clauses of this Agreement. All references in this Agreement to particular exhibits or schedules (whether in upper or lower case) are references to the exhibits and schedules attached to this Agreement, unless otherwise expressly stated or clearly apparent from the context of such reference.

The headings in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction, or effect.

Each Party and its counsel have reviewed and revised (or requested revisions of) this Agreement and have participated in the preparation of this Agreement; therefore, any rules of construction requiring that ambiguities are to be resolved against the Party which drafted the Agreement or any exhibits hereto shall not be applicable in the construction and interpretation of this Agreement or any exhibits hereto.

The terms “sole discretion” and “absolute discretion” with respect to any determination to be made a Party under this Agreement shall mean the sole and absolute discretion of such Party, without regard to any standard of reasonableness or other standard by which the determination of such Party might be challenged.

The Purchaser and (i) CLP Mammoth, LP; (ii) CLP Snowshoe, LP; (iii) CLP Sandestin, LP; (iv) CLP Stratton, LP; and (v) CLP Copper, LP, collectively, are currently or will be under contract (the “US Companion Contract”) for the purchase and sale of certain condominium units and other assets related thereto located in the United States of America (collectively, the “US Assets”).

The Purchaser and CLP Canada Nominee, Inc., together, are currently or will be parties to the Share Purchase Agreement for the purchase and sale of all of the issued and outstanding shares in the capital of the Whistler Nominee (the “Purchased Shares”) in connection with properties located in Canada, namely Whistler, British Columbia.