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 purposes. 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. The Company has engaged CNL Lifestyle Advisor Corporation (the  Advisor ) as its Advisor to provide management, acquisition, disposition, advisory and administrative services. As of June 30, 2015, the Company owned 66 lifestyle properties directly and indirectly within the following asset classes: ski and mountain lifestyle, senior housing, attractions, marinas and other lifestyle properties. Seven of these 66 properties were owned through one unconsolidated joint venture and three were located in Canada. 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. In connection with this process, during 2014 the Company sold its entire golf portfolio (consisting of 48 properties) and its multi-family development property. Additionally, during the first six months of 2015, the Company (i) sold its 81.98% interest in