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purchasers also became Club members. After the County granted Phase 1 <br /> subdivision approval in 1999, Oceanside entered into an agreement (the "Club <br /> Transfer Agreement") with the Club regarding the construction, operation, and <br /> eventual transfer to the Club of the golf course, the golf clubhouse, a beach <br /> activity center, tennis courts, and other related facilities (the "Club Facilities"). <br /> The Club Transfer Agreement provided a procedure pursuant to which control <br /> over the Club and the Club Facilities would be turned over to the members of <br /> the Club, and set a date of January 1, 2010, for such turnover, unless five <br /> percent or more of the Hokuli'a home sites remained unsold at that time. <br /> 20. As related in more detail elsewhere in this Declaration, <br /> various setbacks befell Oceanside and the completion and turnover of the Club <br /> Facilities did not occur as anticipated. Accordingly, Oceanside, Oceanside's <br /> secured lender, a committee of Club members, and the Hokuli'a Community <br /> Association, Inc. (the "HCA") entered into a Letter of Intent, dated December <br /> 13, 2011, which set forth, among other things, the terms and conditions under <br /> which responsibility for the completion and management of the Club Facilities <br /> would be turned over to the Club, and certain other property would be conveyed <br /> to the Club, the HCA, or both. The Debtors' primary secured lender agreed to <br /> release these properties from the lien of its mortgage. <br /> 2303895c.docx 9 <br /> . .. <br /> Bankatplov Court °ar=c.,, 53 Dtg ilt 2 t of <br />