OFFICIAL
RECORDS, OVER THE PROPERTY THEREIN DESCRIBED AS
PARCEL C.
PARCEL
6:
AN EASEMENT CREATED BY THAT CERTAIN AGREEMENT (HOTEL BEACH) FOR THE PURPOSE
THEREIN AND OVER THE PROPERTY THEREIN DESCRIBED RECORDED AUGUST 31, 1984 AS
INSTRUMENT NO. 84-210588 OF OFFICIAL RECORDS.
PARCEL
7:
A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS AND
MOVEMENT OVER THAT CERTAIN PRIVATE ROADWAY SYSTEM LOCATED ON TRACT NO. 10908, IN
THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
151, PAGES 95 TO 97 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, AS ESTABLISHED, DESCRIBED AND DEPICTED BY THE DECLARATION OF
PROTECTIVE COVENANTS, CONDITIONS AND RESTRICTIONS AND EASEMENTS EXECUTED BY
GRANTOR ON DECEMBER 19, 1980, AND RECORDED IN THE OFFICE OF THE COUNTY RECORDER
OF SAID SAN BERNARDINO COUNTY, STATE OF CALIFORNIA, ON DECEMBER 29, 1980 AS
INSTRUMENT NO. 80-295716 OF OFFICIAL RECORDS.
PARCEL
8:
A NON-EXCLUSIVE EASEMENT FOR ROADS AND DRIVES FOR VEHICULAR AND PEDESTRIAN
INGRESS AND EGRESS OVER THE COMMON AREA AND DRIVES OF TRACT 15333 AS PER MAP
RECORDED ON FILE IN BOOK 264 PAGES 94 AND 95 OF MAPS, AS SET FORTH IN
DECLARATION OF RECIPROCAL EASEMENTS, RECORDED DECEMBER 12, 1996 AS INSTRUMENT
NO. 456039 OFFICIAL RECORDS.
PARCEL
9:
THAT CERTAIN DOCK-SITE OR DOCK RIGHTS DESIGNATED AS HILTON 12-SHIP ACCOMMODATION
DOCK, NUMBER 4324 AND HILTON 18 BOAT SLIP RIGHTS, NUMBER 4325, ON A MAP OF LAKE
ARROWHEAD, MAINTAINED IN THE OFFICES OF THE ARROWHEAD LAKE ASSOCIATION AT LAKE
ARROWHEAD CALIFORNIA, TO BE USED AS A PORTION OF THE INSURED ESTATE IN AND TO
THAT CERTAIN REAL
Exhibit "B"-2
PROPERTY DESCRIBED IN PARCEL 1 HEREIN, AS SET FORTH IN DOCUMENTS RECORDED
SEPTEMBER 7, 1990 AS INSTRUMENT NOS. 358344 AND 358346 BOTH OF OFFICIAL RECORDS.
END OF LEGAL DESCRIPTION
Exhibit "B"-3
EXHIBIT "C"
PROFORMA MARK-UP
See attached.
Exhibit "C"
EXHIBIT "D"
DRAFT CLOSING STATEMENT
See attached.
Exhibit "D"
EXHIBIT "E"
FORM OF LLC AGREEMENT
See attached.
Exhibit "E"
EXHIBIT "F"
FORM OF HOLDBACK ESCROW AGREEMENT
THIS HOLDBACK ESCROW AGREEMENT (this "Agreement"), dated as of July 9, 2012, is
by and among FULTON VILLAGE GREEN INVESTORS, LLC, a California limited liability
company ("Pacific"), CWI LAKE ARROWHEAD RESORT, LLC, a Delaware limited
liability company ("CW"), and CHICAGO TITLE INSURANCE COMPANY, a California
corporation ("Escrow Agent").
RECITALS:
A.
WHEREAS, Pacific and CW entered into that certain Contribution
Agreement, dated as of the date hereof (the "Contribution Agreement").
All
initially capitalized terms not otherwise defined in this Agreement shall have
the meaning ascribed to such term in the Contribution Agreement.
B.
WHEREAS, pursuant to the Contribution Agreement, to secure payment
and performance of Pacific's for those certain Retained Payables as set forth in
Section 5.6 of the Contribution Agreement, together with any other liabilities
due and owing (including, without limitation, legal and/or accounting expenses
incurred by CW), Pacific agreed to fund into an escrow account held by Escrow
Agent, the sum (the "Holdback Amount") of One Hundred Ninety-Eight Thousand
Eighteen