Public Auction Terms Ritz-Carlton Grand Cayman

TERMS AND CONDITIONS OF AUCTION (including Bidder Registration)

PUBLIC AUCTION THE RITZ‐CARLTON GRAND CAYMAN RESORT POWER OF SALE BY ORDER OF THE DEBENTURE HOLDER AND CHARGEE ASSETS OF CESAR HOTELCO (CAYMAN) LTD., CONDOCO GRAND CAYMAN RESORT LTD., CESAR PROPERTIES LTD., AND CONDOCO PROPERTIES LTD. (TOGETHER “The Chargors”) COMPRISING THE BUSINESS, ASSETS AND REAL ESTATE OF THE RITZ‐CARLTON GRAND CAYMAN RESORT

THE AUCTION WILL TAKE PLACE AT THE OFFICES OF CONYERS DILL & PEARMAN (CAYMAN) LIMITED, CRICKET SQUARE, SECOND FLOOR BOUNDARY HALL P O BOX 2681 GEORGE TOWN, CAYMAN ISLANDS KY1‐1111 TEL 345 945 3901 ON OCTOBER 31st 2012 AT 10:00 AM

A.

PROPERTY FOR AUCTION 1)

R.C. Cayman Holdings LLC (“the Vendor”), as Debenture Holder and Chargee, intends to sell the collateral described below at the time and place set forth above. The property to be auctioned consists of all of the “Charged Property” as defined in each of: (i)

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the Amended and Restated Debenture dated 10th January, 2008 between Cesar Hotelco (Cayman) Ltd. (“Hotelco”) as chargor and Column Financial, Inc. (“Column”) as lender as assigned by the Assignment of Amended and Restated Debenture dated 30th June, 2011 between Column as assignor, Hotelco as chargor and RC Cayman Holdings LLC (“Vendor”) as assignee (the “Debenture”);

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN (ii)

the Amended and Restated Collateral Debenture dated 10th January, 2008 between Condoco Grand Cayman Resort Ltd. (“CGCR”), Cesar Properties Ltd. (“Cesar Properties”) and Condoco Properties Ltd (“Condoco Properties”); and together with Hotelco, CGCR and Cesar Properties, collectively, the “Chargors”), as chargor and Column, as assigned by the Assignment of Amended and Restated Collateral Debenture dated 30th June, 2011 between Column as assignor, CGCR, Cesar Properties and Condoco Properties as chargor and Vendor as assignee (the “Collateral Debenture”); including but not limited to the leasehold interest in the property described in Schedule A hereto (such Charged Property is hereinafter collectively referred to as the “Property”). The Debenture and the Collateral Debenture secure the amounts owing to the Vendor by the Chargors pursuant to the Note, the Loan Agreement and the Payment Guaranty (each as defined herein).

Expressly excluded from the Property sold hereby is (a) any claim or chose in action of the Chargors and/or the Vendor against any persons or entities, including, without limitation, Michael Ryan and/or any of his affiliated entities arising out of or relating to the Resort (as hereinafter defined) and/or the indebtedness secured by the Debenture, the Collateral Debenture or any other instrument, deed or security held by the Vendor; and (b) the condominium units listed at Schedule B; and (c) the share capital of the Chargors held by the Vendor.

2)

The hotel and 12 unsold condominium units which form a part of the Property are presently owned by Cesar Properties and Condoco Properties, respectively. Cesar Properties also owns 14 unsold lots (5 of the original 19 lots have been improved with residences and sold to purchasers) which have been designated for a villa development of so called “deckhouses”, as well as additional vacant land available for future development. The Property offered pursuant to the auction is part of a luxury 5‐star resort commonly known as The Ritz‐Carlton Grand Cayman (the “Resort”). The Resort currently includes 365 guest rooms and suites (consisting of a 300 room Ritz‐Carlton hotel which is part of the Property, and 65 additional Ritz‐Carlton keys which, though not part of the Property, are available pursuant to a contractual rental pool arrangement with third‐party condominium unit owners). Amenities at the Resort include a nine hole golf course known as the “Blue Tip Nine”. The condominiums, the deckhouses and other improvements are part of a total of seven strata plans within the Resort. The Property is managed and operated under, and will be sold subject to, several contracts with The Ritz‐Carlton Hotel Company of the Cayman Islands, Ltd. and its affiliates.

The Property is offered “AS‐IS, WHERE IS”, WITH NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, with all faults, and the Vendor makes no guarantee, representation or warranty, express or implied, as to the existence or nonexistence of other liens, the quantity, quality, condition (environmental and/or otherwise) or description of the Property, or title thereto, whether or not the Property includes all licenses and permits necessary or desirable to operate the Resort (and whether or not the same, including without limitation, any liquor Legal – 1764539.7

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN licenses, are transferable), the value of the Property or the Chargors’ rights in or title to the Property.

It is the responsibility of the prospective purchaser to carry out its own due diligence concerning the Property, including, without limitation, title to and the ownership of the Property, any encumbrances, interests, rights and claims over the Property, the environmental condition of the Property, any dispute regarding the event of default triggering the power of sale under the Debenture and the Collateral Debenture, land area, accommodation and other site improvements, form of construction, existing, latent and potential defects and other data relevant to the Property being sold and none of the Vendor nor the auctioneer nor their representatives, attorneys and/or agents accept any responsibility for the accuracy of the information given with respect to the Property or contained herein. The purchaser shall be responsible for any unpaid strata fees, taxes, utilities or any other assessments owing in relation to the property at the date of closing.

THE TRANSFER OF THE PROPERTY WILL BE MADE WITHOUT RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND (EXPRESS OR IMPLIED) BY THE VENDOR OR ANY OTHER PERSON OR ENTITY, and subject to all claims, rights or defenses by the Chargors, creditors of any of the Chargors and/or any affiliate of any of the foregoing. Without limiting the foregoing, any purchaser must purchase the Property subject to (A) the terms of (i) the Ground Lease (as hereinafter defined), (ii) the Ritz‐Carlton Agreements (as hereinafter defined), (iii) the bylaws for each of the strata corporations and sub‐strata corporations that comprise a portion of the Resort and (iv) those certain Agreements, Easements, Licenses, Restrictions and Restrictive Agreements dated December 15, 2005 and registered against the title to each parcel comprising the Resort and (B) any potential claims that may be asserted in connection with a certain Golf Agreement dated July 13, 2011, by and among Hotelco, The Proprietors, Strata Plan No. 404, Waterworks Limited and Dragon Bay Limited. Meeting any requirements of the Ground Lease and the Ritz‐Carlton Agreements for the recognition thereunder by, respectively, His Excellency The Governor of the Cayman Islands, as the ground lessor and The Ritz‐Carlton Hotel Company of the Cayman Islands, Ltd. (the “Manager”), as the operator and manager of the Resort, shall be at the sole risk, cost and expense of a prospective purchaser. The Vendor will provide to prospective purchasers, upon the execution of a confidentiality agreement in a form acceptable to the Vendor (see Section F, paragraph 5 below for contact information) access to an online datasite that contains certain relevant information that the Vendor possesses concerning the Chargors and the Property, copies of the documents evidencing or relating to the outstanding balance of the amounts due under the Note and the Loan Agreement (the “Indebtedness”) and other information in the Vendor’s possession. No information provided to a prospective purchaser shall constitute a representation or warranty of any kind by the Vendor with respect to such information, the Property, the public sale or any other matter.

Prospective purchasers are hereby advised that (i) although the Vendor has provided access to certain information regarding the Chargors and the Property on the online datasite referenced above, there is no assurance that this information is true, accurate or complete or that the Vendor does not have other information that may be inconsistent with or in conflict with this information or other information that it is contractually or legally prohibited from providing to prospective purchasers due to restrictions in confidentiality agreements or otherwise or that the Legal – 1764539.7

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN Vendor has disclosed all information in its possession relating to the Chargors and/or the Property and (ii) the Vendor may be in possession of information which prospective purchasers may not have. Prospective purchasers are encouraged to perform such due diligence as they deem necessary, and the Vendor is not making any warranties or representations of any kind, express or implied.

B.

VENDOR 1)

The Vendor is RC Cayman Holdings LLC as Chargee under a Power of Sale pursuant to the Registered Land Law (2004 Revision) and contained in the Debenture and the Collateral Debenture.

C.

BIDDER 1)

In order for a prospective purchaser (other than the Vendor or an affiliate of the Vendor) to be a “qualified bidder” and eligible to bid at the public auction, each such prospective purchaser must (a) be physically present at the auction, either personally or through a representative appointed in accordance with the provisions of paragraph 2 below, (b) register with the Vendor’s attorney, Conyers Dill & Pearman (Cayman) Ltd., prior to auction and no later than noon on 17 October 2012, (c) make the advance deposit required by paragraph E(1) below within the time and in the manner required thereby, (d) have delivered to the Vendor evidence satisfactory to the Vendor that the Manager has agreed to recognize such bidder as the subsequent owner of the Resort under the Ritz‐Carlton Agreements and released the Vendor from all obligations and liabilities in respect of the Ritz‐Carlton Agreements pursuant to documentation in form and substance satisfactory to the Vendor in its sole and absolute discretion and (e) meet the other requirements of this Section C and all other terms and conditions as required herein prior to the auction.

2)

If a prospective purchaser is not physically present at the auction, such prospective purchaser shall have the right to bid only by appointing a representative (who must be physically present at the auction) to bid in the absence of the prospective purchaser. That representative must be properly appointed and registered with a Power of Attorney prior to the auction as provided in the last sentence of this paragraph 2. The Power of Attorney shall name the prospective purchaser, the terms of the appointment, the name of the party appointed to bid, the specific limits of bidding instructed, if any and shall otherwise be in a form and substance satisfactory to the Vendor’s attorney, Conyers Dill & Pearman (Cayman) Ltd. in its sole and absolute discretion. All expenses, costs, commissions and/or other fees payable to the third party representative shall be for the account of the prospective purchaser and not the Vendor and the sale price will not be adjusted for any such expenses, costs, commissions or other fees. The Power of Attorney shall be registered with the Vendor’s attorney, Conyers Dill & Pearman (Cayman) Ltd., prior to auction and no later than noon on 24th October 2012.

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN 3)

The prospective purchaser will be responsible for any due diligence on the Property and the auction process required prior to bidding and purchase. Property details, registration, inspection, condition, values and other pertinent information required prior to purchase are deemed to be the responsibility of the prospective purchaser.

4)

The prospective purchaser is also responsible for complying with the laws and regulations of the Cayman Islands and in particular those referring to ‘Know your customer’ and ‘source of funds’ and for satisfying the Vendor’s attorney of such prospective purchaser’s compliance therewith prior to auction and no later than noon on 24 October 2012.

5)

The auctioneer has the right to deny admittance to or expel from the auction any person considered by the auctioneer to be unregistered or unqualified to attend or disruptive to the proceedings.

D.

BIDDING/RESERVE SALE PRICE 1)

The sale shall be a public auction to the highest qualified bidder. The Property will be sold as a single block and will not be divided or sold in any lesser amounts provided that the successful bidder may assign the right to purchase the Property to one or more assignees affiliated with and controlled by or under common control with the successful bidder dividing the Property among them at its discretion. The Property will be sold for all cash, at such price and on such other terms as the Vendor may determine in its sole and absolute discretion. The Vendor (or an affiliate of the Vendor) will be permitted and intends to bid on the Property and notwithstanding any requirement herein that the sale of the Property be for all cash, the Vendor (or its affiliates) may credit bid all or any portion of the indebtedness owing by the Chargors to the Vendor under the Note and the Loan Agreement and become the purchaser of the Property and/or assign the right to purchase the Property to one or more assignees affiliated with and controlled by or under common control with the successful bidder dividing the Property among them at its discretion.

2)

The Reserve Sale Price shall be and is defined as the sum of US$177,500,000 (One Hundred Seventy Seven Million Five Hundred Thousand United States Dollars) provided that the Vendor may in its absolute discretion waive or reduce the Reserve Sale Price. If the Reserve Sale Price is met by a bidder and there is no further bidding the auctioneer will acknowledge accordingly and that bidder will become the purchaser. If the Reserve Sale Price is exceeded by any bidder (including the Vendor) the auctioneer will continue the bidding process and sell to the highest bidder who will become the purchaser.

3)

The minimum bidding increments will be US$100,000.00 unless otherwise agreed by the auctioneer during the auction. Minimal increases in bids which are not in keeping with the value of the Property will be declined and bids made in bad faith will be rejected. The auctioneer has complete discretion to change the increments at any time.

4)

The Vendor reserves the right to (a) reject any or all bids and terminate the sale or adjourn the sale to such other date and time as the Vendor may deem proper, by announcement

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN prior to the date set for the sale or at the place and on the date set for sale, and any subsequent adjournment thereof, without further publication, and (b) impose any other conditions upon the sale of the Property as the Vendor may deem proper in its sole and absolute discretion.

5)

Bidders participating in the auction warrant and covenant that (i) they have had an opportunity to conduct such due diligence as they deemed necessary prior to making its bid, (ii) they have relied solely upon their own independent review, investigation and/or inspection of any documents and/or the Property in making its bid and they have not relied upon any written or oral statement, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Property, or the completeness of any information provided in connection therewith, (iii) any bid made is an irrevocable offer to purchase the Property for the accepted sale price and (iv) such bid is not subject to any financing, diligence, approvals or other contingencies or conditions.

6)

If the auctioneer becomes aware of attempted collusion or any other action at auction considered by the auctioneer to be illegal or in bad faith the auctioneer reserves the right to cancel the auction and take whatever action deemed necessary.

7)

There is no ‘Buyers Premium’ or other auction commission to be added to the bid sale price and the sale price accepted will be the net amount payable to the Vendor. Brokerage fees or commission, if any, will be paid by the successful purchaser.

8)

The Vendor will be responsible for all its own legal and auction fees and expenses incurred in the sales and auction process. Bidders will be responsible for their own legal and professional fees and expenses.

9)

If there is a dispute at auction between bidders, the auctioneer shall have final discretion and if a dispute arises subsequent to the sale, the auction record and decision of the auctioneer will be final and conclusive and each bidder irrevocably waives any right to seek any judicial determination in respect thereto.

10)

When the buyer is declared by the auctioneer, the buyer will be required to immediately execute the sales and purchase contract attached.

E.

TERMS OF PAYMENT 1)

To qualify to attend the auction and/or act as a bidder in the auction, a prospective purchaser must make an advance deposit of US$8,875,000 (Eight Million Eight Hundred and Seventy Five Thousand United States Dollars) by wire transfer of immediately available funds to the Escrow Agent who shall be Key Bank, Cleveland, Ohio. In addition to the advance deposit, in advance of bidding each prospective purchaser must demonstrate to the Vendor’s satisfaction, in its sole and absolute discretion, such prospective purchaser’s financial ability to tender payment for the Property if it is selected as the winning bidder.

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN 2)

The advance deposit must be received no later than noon on 17 October 2012. The advance deposit will be set against the final sale price at the auction, as part of the purchase deposit, and if the bidder is not the successful purchaser, the advance deposit will be refunded (without any interest accrued thereon) within five business days of the auction date.

3)

On signing the attached sales and purchase contract immediately at the conclusion of the auction, a further payment of US$8,875,000 (Eight Million Eight Hundred and Seventy Five Thousand United States Dollars) will be required to be paid by wire transfer of immediately available funds to the Escrow Agent to complete the purchase deposit.

4)

The balance of the purchase price for the Property (being the difference between the agreed sale price and the deposit of US$17,750,000 (Seventeen Million Seven Hundred and Fifty Thousand United States Dollars) will be payable by wire transfer, to an account to be designated in writing by the Vendor, of immediately available funds, not later than five (5) business days after signing or such later date as the Vendor may in its absolute discretion determine provided in no case shall such date be more than 60 days after the date of the sales and purchase contract (the “Outside Date”), time being of the essence.

5)

If the Vendor is not the highest qualified bidder for the Property, the Vendor reserves the right to designate a back up bidder which may be the Vendor or its affiliate. If a back up bidder is selected with respect to the Property, the back up bidder will keep its advance deposit with respect to the Property posted with the Escrow Agent. If the highest qualified bidder does not timely post its additional deposit with respect to the Property, then the back up bidder shall be notified within two (2) business days of the auction (the “Back Up Bidder Notice”), and shall be obligated to, within one (1) business day of receiving the Back Up Bidder Notice from the Vendor, (a) deposit with the Escrow Agent the additional deposit for the Property and (b) execute a sales and purchase contract in the form attached. If a Back Up Bidder Notice is not delivered to a back up bidder within five (5) business days of the auction, then the applicable advance deposit shall be returned to such back up bidder. The balance of the purchase price for the Property purchased by a back up bidder must be paid by wire transfer of immediately available funds, no later than five (5) business days after delivery of the Back Up Bidder Notice from the Vendor to the back up bidder, time being of the essence. The sale of the Property to a back up bidder will otherwise be consummated on the same terms as applicable to the successful bidder at the public auction. If the back up bidder for the Property is the Vendor, or its affiliates then the foregoing requirements will not apply to the Property and payment for the Property may be made by applying against the purchase price all or part of the amounts due under the Note and the Loan Agreement.

If the Vendor fails to consummate the sale of the Property due to Vendor’s default, its sole obligation to the successful bidder shall be the return of the principal amount of such bidder's deposit.

In the event a successful bidder or back up bidder is unable for any reason to make the additional deposit for the Property, the Vendor shall retain the applicable advance deposit paid by such bidder as liquidated damages for the costs of the sale and for the loss of a

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN bargain and, if the successful bidder is unable to make the additional deposit, the Vendor may accept the next highest qualified bid at the public sale of the Property. In the event a successful bidder or back up bidder makes the additional deposit for the Property, but is unable for any reason to consummate the purchase on or prior to the Outside Date the Vendor shall retain the applicable advance deposit and the additional deposit paid by such bidder, as liquidated damages for the costs of the sale and for the loss of a bargain. By bidding at the sale, each bidder acknowledges that it would not be possible to ascertain the Vendor’s actual damages under these circumstances. Neither a successful bidder nor a back up bidder shall have any right to postpone or nullify a sale of the Property if it is unable to fund the balance of the purchase price on the sale date.

6)

There will be no financing offered by the Vendor for the purchase of the Property.

7)

Services required to act as Escrow Agent will be provided by Key Bank, Cleveland, Ohio. The fees of the Escrow Agent shall be paid by the purchaser.

8)

Subject to paragraph 9 below, each party will be responsible for their own closing costs (including legal expenses).

9)

Stamp duty, transfer costs, registration fees and other like Government fees and charges in connection with the sale of the Property pursuant to the auction shall be for the account of the purchaser, shall be paid at the closing and such payment shall be demonstrated to the satisfaction of the Vendor in its sole and absolute discretion.

10)

Any royalty fees due to the Licensor (as such term is hereinafter defined) pursuant to the Marketing Agreement (as such term is hereinafter defined) in connection with the sale of unsold condominiums or unsold deckhouse lots pursuant to the auction shall be for the account of the purchaser, shall be paid at the closing and such payment shall be demonstrated to the satisfaction of the Vendor in its sole and absolute discretion.

F.

OTHER CONDITIONS 1)

Transfer of title to the Property shall only take place after the full sale price (inclusive of all adjustments thereto) has been paid and cleared funds received by the Vendor.

2)

Prospective bidders should satisfy themselves as to the condition of title prior to the auction. There shall be no title objections permitted. Title for the real estate is registered with the Land Registry of the Government of the Cayman Islands and it is the responsibility of the purchaser to establish title details, boundaries, areas and other pertinent facts relating to the Property. None of the Vendor, its attorneys or the auctioneer offer any guarantee as to the accuracy of the information offered at sale. Any errors or omissions in computing apportionments and/or allocation of closing costs at closing shall be corrected.

This provision shall survive the closing.

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN 3)

The auctioneer reserves the right to settle any dispute during or after the auction and reserves the right to withdraw the Property from auction at any time prior to or during the auction and without any liability whatsoever for such withdrawal.

4)

If the purchaser does not comply with the conditions contained herein or in the attached sales and purchase contract, in addition to other remedies available including holding the defaulting purchaser liable for the purchase price, the Vendor shall be entitled to cancel the sale and retain payments made by the defaulting purchaser as liquidated damages or place the Property for resale by private treaty or by auction, with or without a Reserve Sale Price or take such other action as is deemed necessary. Notice of such action shall be given not later than seven days after default. If the Property is resold by private treaty or by auction, the defaulting purchaser shall be liable for the amount, if any, by which the sale price bid by such defaulting purchaser exceeds the resale price, plus all expenses, costs, fees and commissions incurred by the Vendor in connection with such resale (as well as foregone interest suffered by the Vendor).

5)

For further information concerning the Property or the sale herein described, prospective purchasers may contact Michael Lesser of Eastdil Secured, Telephone: (310) 526 9455, Email: mlesser@eastdilsecured.com

6)

All understandings and agreements heretofore had between the parties are merged into these Terms and Conditions. These Terms and Conditions cannot be changed or terminated orally and cannot be waived orally. These Terms and Condition shall be binding on the successful bidder and any heirs, successors and assigns of such successful bidder.

7)

These Terms and Conditions and all claims, controversies, transactions, actions and/or proceedings arising out of or relating to these Terms and Conditions shall be governed by, and interpreted and enforced in accordance with, the internal laws of the Cayman Islands, without giving effect to any conflict of laws provisions thereof.

8)

Each bidder irrevocably and unconditionally submits to the exclusive jurisdiction of the Grand Court of the Cayman Islands, Financial Services Division in any claim, controversy, transaction, action or proceeding arising out of or relating to these Terms and Conditions.

Reference is hereby made to the following documents:

The “Ground Lease”: Collectively, that certain Indenture, dated as of April 14, 1950, by and between His Excellency The Governor of the Cayman Islands (“Ground Lessor”), as successor in interest to the original ground lessor thereunder, and Hotelco (in such capacity, “Ground Lessee”), as successor in interest to the original ground lessee thereunder, as modified by that certain Variation (of Part) of Lease, dated as of November 16, 2005, by and between Ground Lessor and Ground Lessee, as the same may have been further modified or amended. The interest of Hotelco as Ground Lessee under the Ground Lease was assigned, in part, to CGCR on or about November 16, 2005. The interest of Hotelco and CGCR as Ground Lessee under the Ground Lease was thereafter assigned to, respectively, Cesar Properties and Condoco Properties on or about January 10, 2008.

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN

The “Loan Agreement”: That certain Loan Agreement dated as of April 16, 2007, among Column, Cesar Properties, Condoco Properties, Hotelco and CGCR, as amended by that certain First Amendment to Loan Agreement and Other Loan Documents, dated as of January 10, 2008, as the same may have been further modified or amended.

The “Note”: That certain Promissory Note dated as of April 16, 2007 in the principal amount of $250,000,000.00 made by Cesar Properties, Condoco Properties, Hotelco and CGCR, as amended by that certain First Amendment to Loan Agreement and Other Loan Documents, dated as of January 10, 2008, as the same may have been further modified or amended.

The “Payment Guaranty”: That certain Payment and Performance Guaranty dated as of January 10, 2008 made by Hotelco and CGCR in favor of Column, as the same may have been modified or amended.

The “Ritz‐Carlton Agreements”: Collectively, (i) that certain Second Amended and Restated Operating Agreement, dated November 30, 2006, by and among Hotelco, The Proprietors, Strata Plan Nos. 404, 436, 437, 438 and 447 and the Manager, as amended by that certain First Amendment to Second Amended and Restated Operating Agreement, dated April 16, 2007, as the same may have been further modified or amended (the “Hotel Operating Agreement”); (ii) that certain First Amended and Restated Condominium Management Agreement dated as of November 30, 2006, by and among Hotelco, CGCR, The Proprietors, Strata Plan Nos. 404, 436, 437, 438 and 447 and Manager, as the same may have been further modified or amended (the “Condominium Management Agreement”); (iii) that certain Golf Course Management Agreement dated as of November 30, 2006 by and among CGCR, Hotelco, The Proprietors, Strata Plan No. 404 and Manager, as the same may have been modified or amended; (iv) that certain Deckhouse Management Agreement dated May 11, 2011 by and among Hotelco, Orion Developers Ltd., The Proprietors, Strata Plan No. 550 and Manager, as the same may have been modified or amended; (v) that certain Second Amended and Restated Marketing License Agreement effective as of June 1, 2009 by and among CGCR, Villaco Grand Cayman Resort Ltd, Fujigmo Limited and The Ritz‐ Carlton Hotel Company, LLC (“Licensor”), as the same may have been further modified or amended (the “Marketing Agreement”); (vi) the agreements and provisions of the applicable strata bylaws (and any agreements entered into pursuant thereto) establishing the permanent income pool rental arrangements; and (vii) that certain Subordination, Non‐Disturbance and Attornment Agreement dated April 16, 2007 by and among Column, Hotelco, CGCR, Cesar Properties, Condoco Properties, Manager and Licensor, as the same may have been modified or amended.

Each prospective purchaser acknowledges that: 1.

each component of the Property that consists of a Condominium Unit or Villa Unit (as such terms are defined in the Marketing Agreement) is being sold by the respective Licensee (as such term is defined in the Marketing Agreement), not Licensor, and there is no recourse against Licensor for misrepresentations, defects, etc.;

2.

in the event that either the Condominium Management Agreement, the Villa Management Agreement (as such term is defined in the Marketing Agreement), or the Hotel Operating Agreement is terminated for any reason, all use of the RITZ‐CARLTON Rights (as such term is

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PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN defined in the Marketing Agreement) shall cease at the Condominiums and Villas (as such terms are defined in the Marketing Agreement), and all indicia of connection with the Ritz‐Carlton Hotel Company, L.L.C., including all signs or other materials bearing any of the RITZ‐CARLTON Rights, shall be removed; 3.

while the Condominiums and Villas, upon satisfaction of conditions set forth in agreements between the Licensees and Licensor may be known as “The Residences at the Ritz‐Carlton Resort, Grand Cayman,” or “The Villas at the Ritz‐Carlton Resort, Grand Cayman,” or in the case of Fujigmo (as such term is defined in the Marketing Agreement), such name or names as Fujigmo shall propose and Licensor shall Approve (as such term is defined in the Marketing Agreement), neither the Unit Owner or Licensees or any Persons (as such term is defined in the Marketing Agreement) related thereto, have any right, title or Interest in the RITZ‐CARLTON Marks (as such term is defined in the Marketing Agreement) beyond Licensee’s use authorized by the Marketing Agreement;

4.

(i) neither Licensor nor any of its Affiliates (as such term is defined in the Marketing Agreement) is a sponsor of (or has made to the purchaser any recommendation, representation and/or warranty concerning) the development and/or the resort Project (as such term is defined in the Marketing Agreement), and/or the offer and sale of the Condominium or Villa being purchased, and/or any other Condominium or Villa included in the development and/or the resort Project, (ii) neither Licensor nor any of its Affiliates is responsible for the financing, development, construction and/or completion of the development and/or the strata lots in the resort Project, including the Condominium or Villa being purchased, and (iii) the purchaser agrees that it shall not assert any claim against Licensor in connection with the development, construction, completion and/or sale of the Condominium or Villa, the development of the Resort, and/or any other matter arising out of the purchase contract to acquire the Condominium or Villa; and

5.

(i) purchaser is entering into the purchase and sale agreement for such Condominium or Villa without reliance upon any representation concerning (a) any potential for future revenue or profit from any mandatory rental program or (b) any potential tax advantage, (ii) the decision to enter into the purchase and sale agreement is not based on projections regarding returns to participants in any mandatory rental program or promises of returns from any voluntary rental program except insofar as they are guaranteed by the vendor, and (ii) the decision to enter into such purchase and sale agreement is not based on estimates, sampling, statistical analysis or assumptions involving speculation, rental rates or expected occupancies of the Unit.

These Terms and Conditions are acknowledged and agreed by the bidder identified below.

Name of Bidder:

___________________________________________

Signature:

___________________________________________

Date:

___________________________________________

Legal – 1764539.7

11

PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN SCHEDULE A

REAL ESTATE #

Registration Section

Block

Parcel

Description

Area

1.

West Bay Beach South

12C

393/1

Hotel

8.29 Acres

2.

West Bay Beach South

12C

451/3

Golf course and future development land

136 Acres

3.

West Bay Beach South

12C

451/3H6

Hotel Lawn, Parking

3.173 Acres

4.

West Bay Beach South

12C

451/3H3

Beachfront Pool Area

1.136 Acres

5.

West Bay Beach South

12C

451/3H8

Marina Development

23.82 Acres

6.

West Bay Beach South

12C

451/3H9

Secret Harbour Development Site 6.46 Acres

7.

West Bay Beach South

12C

451/3H10H2 Deckhouse #2

0.4052 Acres

8.

West Bay Beach South

12C

451/3H10H3 Deckhouse #3

0.3488 Acres

9.

West Bay Beach South

12C

451/3H10H5 Deckhouse #5

0.4138 Acres

10. West Bay Beach South

12C

451/3H10H6 Deckhouse #6

0.4503 Acres

11. West Bay Beach South

12C

451/3H10H7 Deckhouse #7

0.4510 Acres

12. West Bay Beach South

12C

451/3H10H8 Deckhouse #8

0.4941 Acres

13. West Bay Beach South

12C

451/3H10H9 Deckhouse #9

0.4560 Acres

14. West Bay Beach South

12C

451/3H10H12 Deckhouse #12

0.4112 Acres

15. West Bay Beach South

12C

451/3H10H14 Deckhouse #14

0.4613 Acres

16. West Bay Beach South

12C

451/3H10H15 Deckhouse #15

0.4878 Acres

17. West Bay Beach South

12C

451/3H10H16 Deckhouse #16

0.4710 Acres

18. West Bay Beach South

12C

451/3H10H17 Deckhouse #17

0.4770 Acres

19. West Bay Beach South

12C

451/3H10H18 Deckhouse #18

0.4355 Acres

20. West Bay Beach South

12C

451/3H10H19 Deckhouse #19

0.4805 Acres

21. West Bay Beach South

12C

451/3H1H28 North Tower Apt 410

3215 sq. ft.

Legal – 1764539.7

12

PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN 22. West Bay Beach South

12C

451/3H1H30 North Tower Apt 412

4680 sq. ft.

23. West Bay Beach South

12C

451/3H1H41 North Tower Apt 612

7225 sq. ft.

24. West Bay Beach South

12C

451/3H1H43 North Tower Apt 708

2870 sq. ft.

25. West Bay Beach South

12C

451/3H1H47 North Tower C254

48 sq. ft.

26. West Bay Beach South

12C

451/3H2H1 South Tower Apt 101

3100 sq. ft.

27. West Bay Beach South

12C

451/3H2H9 South Tower C114

465 sq. ft.

28. West Bay Beach South

12C

451/3H2H10 South Tower C209

30 sq. ft.

29. West Bay Beach South

12C

451/3H2H26 South Tower C314

800 sq. ft.

30. West Bay Beach South

12C

451/3H2H27 South Tower Apt 401

3100 sq. ft.

31. West Bay Beach South

12C

451/3H2H39 South Tower C514

800 sq. ft.

32. West Bay Beach South

12C

451/3H2H40 South Tower Apt 601

3080 sq. ft.

33. West Bay Beach South

12C

451/3H2H45 South Tower C614

800 sq. ft.

34. West Bay Beach South

12C

451/3H2H46 South Tower Apt 701

2825 sq. ft.

35. West Bay Beach South

12C

451/3H2H47 South Tower Apt 702

3255 sq. ft.

36. West Bay Beach South

12C

451/3H2H48 South Tower Apt 703

2540 sq. ft.

37. West Bay Beach South

12C

451/3H2H49 South Tower Apt 704

3075 sq. ft.

38. West Bay Beach South

12C

451/3H2H50 South Tower Apt 706

8070 sq. ft.

39. West Bay Beach South

12C

451/3H4H1 North Garage 1A

435 sq. ft.

40. West Bay Beach South

12C

451/3H4H2 North Garage 1B

429 sq. ft.

41. West Bay Beach South

12C

451/3H4H3 North Garage 1C

493 sq. ft.

42. West Bay Beach South

12C

451/3H4H4 North Garage 1D

493 sq. ft.

43. West Bay Beach South

12C

451/3H4H5 North Garage 1E

429 sq. ft.

44. West Bay Beach South

12C

451/3H4H6 North Garage 1F

435 sq. ft.

45. West Bay Beach South

12C

451/3H4H7 North Garage 2

2715 sq. ft.

46. West Bay Beach South

12C

451/3H4H14 North Garage 4

2715 sq. ft.

47. West Bay Beach South

12C

451/3H4H18 North Garage 5D

493 sq. ft.

Legal – 1764539.7

13

PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN 48. West Bay Beach South

12C

451/3H4H19 North Garage 5E

429 sq. ft.

49. West Bay Beach South

12C

451/3H4H20 North Garage 5F

435 sq. ft.

50. West Bay Beach South

12C

451/3H5H1 South Garage F1

435 sq. ft.

51. West Bay Beach South

12C

451/3H5H5 South Garage F5

429 sq. ft.

52. West Bay Beach South

12C

451/3H5H6 South Garage F6

435 sq. ft.

53. West Bay Beach South

12C

451/3H5H7 South Garage G1

435 sq. ft.

54. West Bay Beach South

12C

451/3H5H8 South Garage G2

429 sq. ft.

55. West Bay Beach South

12C

451/3H5H13 South Garage H

2715 sq. ft.

56. West Bay Beach South

12C

451/3H5H14 South Garage I

2715 sq. ft.

Legal – 1764539.7

14

PROSPECTIVE BIDDERS ARE REFERRED TO THAT CERTAIN OFFERING MEMORANDUM PREPARED BY EASTDIL SECURED WHICH WILL BE MADE AVAILABLE TO THOSE BIDDERS THAT SATISFY THE REQUIREMENTS OF SECTION C HEREIN

SCHEDULE B EXCLUDED REAL ESTATE #

Registration Section

Block

Parcel

1.

West Bay Beach South

12C

2.

West Bay Beach South

3.

Description

Area

451/3H1H29 North Tower Apt 411

5990 sq. ft.

12C

451/3H1H32 North Tower Apt 508

2445 sq. ft.

West Bay Beach South

12C

451/3H1H38 North Tower Apt 608

3000 sq. ft.

4.

West Bay Beach South

12C

451/3H1H45 North Tower Apt 710

2245 sq. ft.

5.

West Bay Beach South

12C

451/3H2H5

South Tower Apt 105

3090 sq. ft.

6.

West Bay Beach South

12C

451/3H2H20 South Tower Apt 302

2400 sq. ft.

Legal – 1764539.7

15